Talk:Pledge GMSLA Anatomy: Difference between revisions

GLOBAL MASTER {{pgmslaprov|SECURITIES}} LENDING AGREEMENT (SECURITY INTEREST OVER {{pgmslaprov|COLLATERAL}} – 2018 VERSION)

AGREEMENT BETWEEN:

{{pgmslaprov|1.1}} From time to time {{pgmslaprov|Lender}}, acting through one or more {{pgmslaprov|Designated Office}}s, will enter into transactions in which it will transfer to {{pgmslaprov|Borrower}}, acting through one or more {{pgmslaprov|Designated Office}}s, {{pgmslaprov|Securities}} and financial instruments ({{pgmslaprov|Securities}}) with a simultaneous agreement by {{pgmslaprov|Borrower}} to transfer to {{pgmslaprov|Lender}} {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to such {{pgmslaprov|Securities}} on a fixed date or on demand and on the basis that the obligations of {{pgmslaprov|Borrower}} will be secured pursuant to the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} (each as herein defined).

{{pgmslaprov|1.2}} Each such transaction shall be referred to in this Agreement as a {{pgmslaprov|Loan}} and shall be governed by the terms of this Agreement, including the supplemental terms and conditions contained in the Schedule and any Addenda or Annexes attached hereto which are applicable as provided for herein. In the event of any inconsistency between the provisions of an Addendum or Annex and this Agreement, the provisions of such Addendum or Annex shall prevail unless the {{pgmslaprov|Parties}} otherwise agree. In the event of any inconsistency between the provisions of the {{pgmslaprov|Security Agreement}} and this Agreement, the provisions of the {{pgmslaprov|Security Agreement}} shall prevail unless the {{pgmslaprov|Parties}} otherwise agree.

{{pgmslaprov|1.3}} Either Party may perform its obligations under this Agreement either directly or through a {{pgmslaprov|Nominee}}.

{{pgmslaprov|2.1}} In this Agreement:

:{{pgmslaprov|Act of Insolvency}} means in relation to either Party:

:{{pgmslaprov|Loaned Securities}} means {{pgmslaprov|Securities}} which are or are to be the subject of an outstanding Loan;

:{{pgmslaprov|Market Value}} means:

::{{pgmslaprov|2.1(a)(i)}} such price as is equal to the market quotation for the mid price of such {{pgmslaprov|Securities}} and/or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} as derived from a reputable pricing information service reasonably chosen in good faith by {{pgmslaprov|Lender}}; or

::{{pgmslaprov|2.1(a)(ii)}} if unavailable the {{pgmslaprov|Market Value}} thereof as derived from the mid price or rate bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by {{pgmslaprov|Lender}},

:All headings appear for convenience only and shall not affect the interpretation of this Agreement.

{{pgmslaprov|2.3}} {{pgmslaprov| Market terminology}}

:Subject to paragraph 11, for the purposes of determining any prices, sums or values (including, without limitation, the {{pgmslaprov|Market Value}} of {{pgmslaprov|Securities}} and {{pgmslaprov|Required Collateral Value}}) prices, sums or values stated in currencies other than the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the latest available spot rate of exchange quoted by a bank selected by {{pgmslaprov|Lender}} (or if an {{pgmslaprov|Event of Default}} has occurred in relation to {{pgmslaprov|Lender}}, by {{pgmslaprov|Borrower}}) in the London inter-bank market for the purchase of the {{pgmslaprov|Base Currency}} with the currency concerned on the day on which the calculation is to be made or, if that day is not a {{pgmslaprov|Business Day}}, the spot rate of exchange quoted at {{pgmslaprov|Close of Business}} on the immediately preceding {{pgmslaprov|Business Day}} on which such a quotation was available.

{{pgmslaprov|2.5}} The {{pgmslaprov|Parties}} confirm that the introduction of and/or substitution (in place of an existing currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under, any term of the Agreement or any Loan thereunder, nor give a Party the right unilaterally to alter or terminate the Agreement or any Loan thereunder. {{pgmslaprov|Securities}} will for the purposes of this Agreement be regarded as {{pgmslaprov|Equivalent}} to other {{pgmslaprov|Securities}} notwithstanding that as a result of such introduction and/or substitution those {{pgmslaprov|Securities}} have been redenominated into the new currency or the nominal value of the {{pgmslaprov|Securities}} has changed in connection with such redenomination.

{{pgmslaprov|2.6}} Modifications etc. to legislation

:Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or re-enactment thereof for the time being in force.

:{{pgmslaprov|Borrower}} will borrow {{pgmslaprov|Securities}} from {{pgmslaprov|Lender}} and, subject to paragraph 3.2 below, {{pgmslaprov|Lender}} will lend {{pgmslaprov|Securities}} to {{pgmslaprov|Borrower}}, in accordance with the terms and Lewncommencement of the relevant Loan either orally or in writing (including any agreed form of electronic communication) and confirmed in such form and on such basis as shall be agreed between the {{pgmslaprov|Parties}}. Unless otherwise agreed, any confirmation produced by a Party shall not supersede or prevail over the prior oral, written or electronic communication (as the case may be).

{{pgmslaprov|3.2}} {{pgmslaprov|Conditions Precedent}}

:{{pgmslaprov|3.2(a)}} no event which, with the giving of notice or the lapse of time or both, would constitute an {{pgmslaprov|Event of Default}} has occurred and is continuing in relation to {{pgmslaprov|Borrower}}; and

:{{pgmslaprov|3.2(b)}} prior to the time at which the relevant {{pgmslaprov|Loaned Securities}} are due to be delivered by {{pgmslaprov|Lender}} or any earlier time agreed between the {{pgmslaprov|Parties}}, the aggregate {{pgmslaprov|Market Value}} of the {{pgmslaprov|Posted Collateral}} is greater than or equal to the {{pgmslaprov|Required Collateral Value}} calculated taking into account all {{pgmslaprov|Loaned Securities}} including the relevant {{pgmslaprov|Loaned Securities}}.

{{pgmslaprov|4.1}} {{pgmslaprov|Delivery}} of {{pgmslaprov|Securities}} on commencement of Loan

:Subject to paragraph 3.2, {{pgmslaprov|Lender}} shall procure the {{pgmslaprov|Delivery}} of {{pgmslaprov|Securities}} to {{pgmslaprov|Borrower}} or otherwise deliver such {{pgmslaprov|Securities}} in accordance with this Agreement and the terms of the relevant Loan.

{{pgmslaprov|4.3}} {{pgmslaprov|Deliveries of Income}}

:In respect of {{pgmslaprov|Income}} being paid in relation to any {{pgmslaprov|Loaned Securities}}, {{pgmslaprov|Borrower}} shall provide to {{pgmslaprov|Lender}} any endorsements or assignments as shall be customary and appropriate to effect, in accordance with paragraph 6, the payment or {{pgmslaprov|Delivery}} of money or property in respect of such {{pgmslaprov|Income}} to {{pgmslaprov|Lender}}, irrespective of whether {{pgmslaprov|Borrower}} received such endorsements or assignments in respect of any {{pgmslaprov|Loaned Securities}}.

{{pgmslaprov|5.1}} {{pgmslaprov|Delivery of Collateral on commencement of Loan}}

:Subject to the other provisions of this paragraph 5, {{pgmslaprov|Borrower}} undertakes to deliver {{pgmslaprov|Collateral}} to the relevant {{pgmslaprov|Secured Account}}s so that in respect of each Loan the condition precedent specified in paragraph 3.2(b) is satisfied.

{{pgmslaprov|5.2}} {{pgmslaprov|Deliveries through securities settlement systems generating automatic payments}}

:Unless otherwise agreed between the {{pgmslaprov|Parties}}, where any {{pgmslaprov|Securities}} or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} are transferred through a book entry transfer or settlement system which automatically generates a payment or {{pgmslaprov|Delivery}}, or obligation to pay or deliver, against the transfer of such {{pgmslaprov|Securities}}, then such automatically generated payment, {{pgmslaprov|Delivery}} or obligation shall be treated as a payment or {{pgmslaprov|Delivery}} by the transferee to the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect payment or {{pgmslaprov|Delivery}}, the Party so treated as receiving such payment or {{pgmslaprov|Delivery}} shall cause to be made to the other Party for value the same day either, where such transfer is a payment, an irrevocable payment in the amount of such transfer or, where such transfer is a {{pgmslaprov|Delivery}}, an irrevocable {{pgmslaprov|Delivery}} of {{pgmslaprov|Securities}} (or other property, as the case may be) {{pgmslaprov|Equivalent}} to such property.

:Unless otherwise agreed between the {{pgmslaprov|Parties}}:

:{{pgmslaprov|5.3(a)}} the aggregate {{pgmslaprov|Market Value}} of the {{pgmslaprov|Posted Collateral}} in respect of all outstanding Loans and, as of the relevant {{pgmslaprov|Settlement Date}} or any earlier time agreed between the {{pgmslaprov|Parties}} for the {{pgmslaprov|Delivery}} of {{pgmslaprov|Collateral}} with respect to any {{pgmslaprov|Unsettled Loans}}, such {{pgmslaprov|Unsettled Loans}}, shall equal the aggregate of:

::{{pgmslaprov|5.3(a)(iv)}} if agreed between the {{pgmslaprov|Parties}}, any amounts which have accrued pursuant to paragraph 7

(the {{pgmslaprov|Required Collateral Value}});

:{{pgmslaprov|5.3(d)}} each Party agrees that any transfer of {{pgmslaprov|Collateral}} into or out of the {{pgmslaprov|Secured Account}}s will be effected only in accordance with the {{pgmslaprov|Control Agreement}}.

:{{pgmslaprov|5.4(a)}} Unless otherwise agreed, no later than the {{pgmslaprov|Notification Time}} on each {{pgmslaprov|Business Day}}:

::{{pgmslaprov|5.4(a)(i)}} each Party will notify the other Party of its determination of the {{pgmslaprov|Required Collateral Value}}; and

:{{pgmslaprov|5.4(b)}} {{pgmslaprov|Borrower}} will be liable for the acts or omissions of {{pgmslaprov|Custodian}} to the same extent that {{pgmslaprov|Borrower}} would be liable hereunder for its own acts or omissions and any such act or omission of {{pgmslaprov|Custodian}} will be deemed to be the act or omission of {{pgmslaprov|Borrower}} for purposes of Paragraph 10.1. {{pgmslaprov|Lender}} will not be liable for the acts or omissions of {{pgmslaprov|Custodian}}.

:{{pgmslaprov|5.4(c)}} Any obligation of {{pgmslaprov|Lender}} to instruct {{pgmslaprov|Custodian}} to transfer {{pgmslaprov|Posted Collateral}} to {{pgmslaprov|Borrower}} will be deemed satisfied by {{pgmslaprov|Lender}} sending appropriate instructions to {{pgmslaprov|Custodian}} in accordance with the terms of the {{pgmslaprov|Control Agreement}}. For the avoidance of doubt, {{pgmslaprov|Lender}} will bear no liability for any failure by {{pgmslaprov|Custodian}} to comply with such instructions and no failure by the {{pgmslaprov|Custodian}} to transfer {{pgmslaprov|Posted Collateral}} to {{pgmslaprov|Borrower}} under this Agreement will constitute an {{pgmslaprov|Event of Default}} with respect to {{pgmslaprov|Lender}}.

:Where the term of a Loan extends over an {{pgmslaprov|Income Record Date}} in respect of any {{pgmslaprov|Loaned Securities}} or an {{pgmslaprov|Income Record Date}} in respect of any such {{pgmslaprov|Securities}} occurs after the end of the term of the relevant Loan but before {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} have been delivered to {{pgmslaprov|Lender}}, {{pgmslaprov|Borrower}} shall, on the date such {{pgmslaprov|Income}} is paid by the issuer, or on such other date as the {{pgmslaprov|Parties}} may from time to time agree, pay or deliver to {{pgmslaprov|Lender}} such sum of money or property as is agreed between the {{pgmslaprov|Parties}} or, failing such agreement, a sum of money or property {{pgmslaprov|Equivalent}} to (and in the same currency as) the type and amount of such {{pgmslaprov|Income}} that would be received by {{pgmslaprov|Lender}} (after any applicable withholding or deduction for or on account of {{pgmslaprov|Tax}}) in respect of such {{pgmslaprov|Loaned Securities}} assuming such {{pgmslaprov|Securities}} were not loaned to {{pgmslaprov|Borrower}} and were retained by {{pgmslaprov|Lender}} on the {{pgmslaprov|Income Record Date}}.

:Where {{pgmslaprov|Income}}, in the form of {{pgmslaprov|Securities}}, is paid in relation to any {{pgmslaprov|Loaned Securities}}, such {{pgmslaprov|Securities}} shall be added to such {{pgmslaprov|Loaned Securities}} (and shall constitute {{pgmslaprov|Loaned Securities}} and be part of the relevant Loan) and will not be delivered to {{pgmslaprov|Lender}} until the end of the relevant Loan, provided that {{pgmslaprov|Lender}} fulfils its obligations under paragraph 5.3 with respect to the additional {{pgmslaprov|Loaned Securities}}.

:Where any voting rights fall to be exercised in relation to any {{pgmslaprov|Loaned Securities}}, {{pgmslaprov|Borrower}} shall have no obligation to arrange for voting rights of that kind to be exercised in accordance with the instructions of {{pgmslaprov|Lender}} in relation to the {{pgmslaprov|Securities}} borrowed by it, unless otherwise agreed between the {{pgmslaprov|Parties}}.

:Where, in respect of any {{pgmslaprov|Loaned Securities}}, any rights relating to conversion, sub- division, consolidation, pre-emption, rights arising under a takeover offer, rights to receive {{pgmslaprov|Securities}} or a certificate which may at a future date be exchanged for {{pgmslaprov|Securities}} or other rights, including those requiring election by the holder for the time being of such {{pgmslaprov|Securities}}, become exercisable prior to the {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, then {{pgmslaprov|Lender}} may, within a reasonable time before the latest time for the exercise of the right or option give written notice to {{pgmslaprov|Borrower}} that on {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} it wishes to receive {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in such form as will arise if the right is exercised or, in the case of a right which may be exercised in more than one manner, is exercised as is specified in such written notice.

:In respect of each Loan, {{pgmslaprov|Borrower}} shall pay to {{pgmslaprov|Lender}} sums calculated by applying such rate as shall be agreed between the {{pgmslaprov|Parties}} from time to time to the daily {{pgmslaprov|Market Value}} of the {{pgmslaprov|Loaned Securities}}. In respect of each Loan, such payments shall accrue daily in respect of the period commencing on and inclusive of the {{pgmslaprov|Settlement Date}} and terminating on and exclusive of the {{pgmslaprov|Business Day}} upon which {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} are delivered. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid in arrears by {{pgmslaprov|Borrower}} not later than the {{pgmslaprov|Business Day}} which is the tenth {{pgmslaprov|Business Day}} after the last {{pgmslaprov|Business Day}} of the calendar month to which such payments relate or such other date as the {{pgmslaprov|Parties}} shall from time to time agree.

:If any of the events specified in sub-paragraphs (a) to (j) inclusive of paragraph 10.1 has occurred and is continuing and provided always that no {{pgmslaprov|Event of Default}} has occurred, and notwithstanding the scheduled termination dates of the relevant Loans, the {{pgmslaprov|Non-Defaulting Party}} shall be entitled on any {{pgmslaprov|Business Day}} to terminate all Loans by giving written notice to {{pgmslaprov|Defaulting Party}} of such election under this paragraph 8.3 and, where the {{pgmslaprov|Non-Defaulting Party}} gives such a notice, (i) each such Loan will terminate on the expiry of the standard settlement time commencing on the date on which the {{pgmslaprov|Non-Defaulting Party}}'s notice was given and {{pgmslaprov|Borrower}} will, in respect of each such Loan, not later than such expiration date deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in respect of the relevant Loan to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instruction and (ii) any amounts accrued under paragraph 7 shall be accelerated and immediately payable. For the avoidance of doubt, if {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with this paragraph, {{pgmslaprov|Lender}} will be entitled to exercise the remedies provided to it in paragraph 9.1.

:Upon termination of a Loan, whether pursuant to any of paragraph 8.1 to 8.3 or otherwise in accordance with this Agreement and the terms of the relevant Loan, {{pgmslaprov|Borrower}} shall procure the {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to {{pgmslaprov|Lender}} or deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, such {{pgmslaprov|Delivery}} to be effected in accordance with this Agreement and the terms of the relevant Loan. For the avoidance of doubt any reference in this Agreement or in any other agreement or communication between the {{pgmslaprov|Parties}} (howsoever expressed) to an obligation to deliver or account for or act in relation to {{pgmslaprov|Loaned Securities}} shall accordingly be construed as a reference to an obligation to deliver or account for or act in relation to {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}.

:{{pgmslaprov|9.1(a)}} elect to continue the Loan (which, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.3); or

:{{pgmslaprov|9.2(a)}} incurs interest, overdraft or similar costs and expenses; or

:{{pgmslaprov|9.2(b)}} incurs costs and expenses as a direct result of a {{pgmslaprov|Buy-in}} exercised against it by a third party,

:then the Transferor agrees to pay within one {{pgmslaprov|Business Day}} of a demand from the Transferee and hold harmless the Transferee with respect to all reasonable costs and expenses listed in sub-paragraphs (a) and (b) above properly incurred which arise directly from such failure other than (i) such costs and expenses which arise from the negligence or wilful default of the Transferee and (ii) any indirect or consequential losses.

{{pgmslaprov|10.1}} Each of the following events occurring and continuing in relation to either Party (the {{pgmslaprov|Defaulting Party}}, the other Party being the {{pgmslaprov|Non-Defaulting Party}}) shall be an {{pgmslaprov|Event of Default}} but only where the {{pgmslaprov|Non-Defaulting Party}} serves written notice on the {{pgmslaprov|Defaulting Party}} declaring such event to be an {{pgmslaprov|Event of Default}}:

:{{pgmslaprov|10.1(a)}} {{pgmslaprov|Borrower}} failing to comply with its obligations to deliver {{pgmslaprov|Collateral}} under paragraph 5 on the due date;

:{{pgmslaprov|10.1(g)}} all or any material part of the assets of {{pgmslaprov|Lender}} or {{pgmslaprov|Borrower}} being transferred or ordered to be transferred to a trustee (or a person exercising similar functions) by a regulatory authority pursuant to any legislation;

:{{pgmslaprov|10.1(h)}} {{pgmslaprov|Lender}} (if applicable) or {{pgmslaprov|Borrower}} being declared in default or being suspended or expelled from membership of or participation in, any {{pgmslaprov|Securities}} exchange or suspended or prohibited from dealing in {{pgmslaprov|Securities}} by any regulatory authority, in each case on the grounds that it has failed to meet any requirements relating to financial resources or credit rating;

:{{pgmslaprov|10.1(k)}} in relation to the {{pgmslaprov|Security Agreement}}, (i) {{pgmslaprov|Borrower}} failing to perform any of its obligations under the {{pgmslaprov|Security Agreement}}, (ii) the expiration or termination of the {{pgmslaprov|Security Agreement}}, (iii) any security interest granted by {{pgmslaprov|Borrower}} therein, ceasing to be or otherwise not being in full force and effect or (iv) {{pgmslaprov|Borrower}} disaffirming, disclaiming, repudiating or rejecting, in whole or in part, or challenging the validity of, such {{pgmslaprov|Security Agreement}} (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf), provided that in each such case, the {{pgmslaprov|Defaulting Party}} shall be deemed to be {{pgmslaprov|Borrower}}.

{{pgmslaprov|10.2}} Each Party shall notify the other (in writing) if an {{pgmslaprov|Event of Default}} or an event which, with the passage of time and/or upon the serving of a written notice as referred to above, would be an {{pgmslaprov|Event of Default}}, occurs in relation to it.

{{pgmslaprov|10.3}} Subject to paragraphs {{pgmslaprov|9}} and {{pgmslaprov|11}}, neither {{pgmslaprov|Party}} may claim any sum by way of [[consequential loss]] or damage [[in the event of]] failure by the other {{pgmslaprov|Party}} to perform any of its obligations under this {{pgmslaprov|Agreement}}.

:{{pgmslaprov|11.3(a)}} the Appropriate Market means, in relation to {{pgmslaprov|Securities}} of any description, the market which is the most appropriate market for {{pgmslaprov|Securities}} of that description, as determined by the {{pgmslaprov|Non-Defaulting Party}};

:{{pgmslaprov|11.3(c)}} Net Value means at any time, in relation to any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, the amount which, in the reasonable opinion of the {{pgmslaprov|Non-Defaulting Party}}, represents their fair {{pgmslaprov|Market Value}}, having regard to such pricing sources and methods (which may include, without limitation, internal and external pricing sources, and available prices for {{pgmslaprov|Securities}} with similar maturities, terms and credit characteristics as the relevant {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}) as the Non- {{pgmslaprov|Defaulting Party}} considers appropriate less, where {{pgmslaprov|Lender}} is the {{pgmslaprov|Defaulting Party}}, or plus, where {{pgmslaprov|Borrower}} is the {{pgmslaprov|Defaulting Party}}, all Transaction Costs incurred or reasonably anticipated in connection with the purchase or sale of such {{pgmslaprov|Securities}}; and

:{{pgmslaprov|11.3(d)}} Transaction Costs in relation to any transaction contemplated in paragraph 11.4 or 11.5 means the reasonable costs, commissions (including internal commissions), fees and expenses (including any mark-up or mark-down or premium paid for guaranteed {{pgmslaprov|Delivery}}) incurred or reasonably anticipated in connection with, where {{pgmslaprov|Borrower}} is the {{pgmslaprov|Defaulting Party}}, the purchase of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} or, where {{pgmslaprov|Lender}} is the {{pgmslaprov|Defaulting Party}}, the sale of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, calculated on the assumption that the aggregate thereof is the least that could reasonably be expected to be paid in order to carry out the transaction.

::{{pgmslaprov|11.4(b)(i)}} the price quoted (or where more than one price is so quoted, the arithmetic mean of the prices so quoted) by each of them for, where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Borrower}}, the purchase by the relevant market marker or dealer of such {{pgmslaprov|Securities}} or, where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Lender}}, the sale by the relevant market maker or dealer of such {{pgmslaprov|Securities}}, provided that such price or prices quoted may be adjusted in a commercially reasonable manner by the {{pgmslaprov|Non-Defaulting Party}} to reflect accrued but unpaid coupons not reflected in the price or prices quoted in respect of such {{pgmslaprov|Securities}};

::{{pgmslaprov|11.4(b)(ii)}} after deducting, in the case where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Borrower}}, or adding, in the case where the {{pgmslaprov|Non-Defaulting Party}} is {{pgmslaprov|Lender}}, the Transaction Costs which would be incurred or reasonably anticipated in connection with such transaction.

:{{pgmslaprov|Other costs, expenses and interest payable in consequence of an Event of Default}}

{{pgmslaprov|11.7}} The {{pgmslaprov|Defaulting Party}} shall be liable to the {{pgmslaprov|Non-Defaulting Party}} for the amount of all reasonable legal and other professional expenses incurred by the {{pgmslaprov|Non-Defaulting Party}} in connection with or as a consequence of an {{pgmslaprov|Event of Default}}, together with interest thereon at such rate as is agreed by the {{pgmslaprov|Parties}} and specified in paragraph 10 of the Schedule or, failing such agreement, the overnight LIBOR as at 11.00 a.m., London time, on the date on which it is to be determined or, in the case of an expense attributable to a particular transaction and, where the {{pgmslaprov|Parties}} have previously agreed a rate of interest for the transaction, that rate of interest if it is greater than LIBOR. Interest will accrue daily on a compound basis.