Talk:Pledge GMSLA Anatomy: Difference between revisions
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(1) [ ] ('''{{pgmslaprov|Lender}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s; and | (1) [ ] ('''{{pgmslaprov|Lender}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s; and | ||
(2) [ ] ('''{{pgmslaprov|Borrower}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s. | (2) [ ] ('''{{pgmslaprov|Borrower}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s. | ||
{{Pledge GMSLA 2018 1}} | |||
{{Pledge GMSLA 2018 2}} | |||
{{ | |||
{{pgmslaprov|3}} {{pgmslaprov| Loans of Securities}} | {{pgmslaprov|3}} {{pgmslaprov| Loans of Securities}} | ||
{{pgmslaprov|3.1}} {{pgmslaprov|Loans}} <br> | {{pgmslaprov|3.1}} {{pgmslaprov|Loans}} <br> | ||
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:Subject to paragraph {{pgmslaprov|11}} and the terms of the relevant Loan, {{pgmslaprov|Lender}} shall be entitled to terminate a Loan and to call for the {{pgmslaprov|Delivery}} of all or any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} at any time by giving notice on any {{pgmslaprov|Business Day}} of not less than the standard settlement time for such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} on the exchange or in the clearing organisation through which the {{pgmslaprov|Loaned Securities}} were originally delivered. {{pgmslaprov|Borrower}} shall deliver such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} not later than the expiry of such notice in accordance with {{pgmslaprov|Lender}}'s instructions. | :Subject to paragraph {{pgmslaprov|11}} and the terms of the relevant Loan, {{pgmslaprov|Lender}} shall be entitled to terminate a Loan and to call for the {{pgmslaprov|Delivery}} of all or any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} at any time by giving notice on any {{pgmslaprov|Business Day}} of not less than the standard settlement time for such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} on the exchange or in the clearing organisation through which the {{pgmslaprov|Loaned Securities}} were originally delivered. {{pgmslaprov|Borrower}} shall deliver such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} not later than the expiry of such notice in accordance with {{pgmslaprov|Lender}}'s instructions. | ||
{{pgmslaprov|8.2}} '''{{pgmslaprov|Borrower’s right to terminate a Loan}}''' <br> | {{pgmslaprov|8.2}} '''{{pgmslaprov|Borrower’s right to terminate a Loan}}''' <br> | ||
:Subject to the terms of the relevant {{ | :Subject to the terms of the relevant {{pgmslaprov|Loan}}, {{pgmslaprov|Borrower}} shall be entitled at any time to terminate a Loan and to deliver all and any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} due and outstanding to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instructions and {{pgmslaprov|Lender}} shall accept such {{pgmslaprov|Delivery}}. | ||
{{pgmslaprov|8.3}} '''{{pgmslaprov|Non-Defaulting Party's right to terminate all Loans}}''' <br> | {{pgmslaprov|8.3}} '''{{pgmslaprov|Non-Defaulting Party's right to terminate all Loans}}''' <br> | ||
: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. | :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. | ||
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{{pgmslaprov|9.1}} '''{{pgmslaprov|Borrower’s failure to deliver Equivalent Securities}}''': If {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with paragraph 8.1 to 8.3 {{pgmslaprov|Lender}} may: | {{pgmslaprov|9.1}} '''{{pgmslaprov|Borrower’s failure to deliver Equivalent Securities}}''': If {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with paragraph 8.1 to 8.3 {{pgmslaprov|Lender}} may: | ||
:{{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|9.1(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|9.1(b)}} at any time while such failure continues, by written notice to {{pgmslaprov|Borrower}} declare that that Loan (but only that Loan) shall be terminated immediately in accordance with paragraph {{ | :{{pgmslaprov|9.1(b)}} at any time while such failure continues, by written notice to {{pgmslaprov|Borrower}} declare that that Loan (but only that Loan) shall be terminated immediately in accordance with paragraph {{pgmslaprov|11.2}} as if (i) an {{pgmslaprov|Event of Default}} had occurred in relation to {{pgmslaprov|Borrower}}, (ii) references to the Termination Date were to the date on which notice was given under this sub-paragraph, and (iii) the {{pgmslaprov|Loan}} were the only {{pgmslaprov|Loan}} outstanding. For the avoidance of doubt, any such failure shall not constitute an {{pgmslaprov|Event of Default}} (including under paragraph {{pgmslaprov|10.1(i)}}) unless the {{pgmslaprov|Parties}} otherwise agree. | ||
{{pgmslaprov|9.2}} '''{{pgmslaprov|Failure by either Party to deliver or instruct Delivery}}''': Where {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, or {{pgmslaprov|Lender}} fails to instruct {{pgmslaprov|Custodian}} to deliver {{pgmslaprov|Posted Collateral}}, in either case by the time required under this Agreement or within such other period as may be agreed between such Party (the Transferor) and the other Party (the Transferee), and the Transferee: | {{pgmslaprov|9.2}} '''{{pgmslaprov|Failure by either Party to deliver or instruct Delivery}}''': Where {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, or {{pgmslaprov|Lender}} fails to instruct {{pgmslaprov|Custodian}} to deliver {{pgmslaprov|Posted Collateral}}, in either case by the time required under this Agreement or within such other period as may be agreed between such Party (the Transferor) and the other Party (the Transferee), and the Transferee: | ||
:{{pgmslaprov|9.2(a)}} incurs interest, overdraft or similar costs and expenses; or | :{{pgmslaprov|9.2(a)}} incurs interest, overdraft or similar costs and expenses; or | ||
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{{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs 11.2 to 11.8 below shall apply. <br> | {{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs 11.2 to 11.8 below shall apply. <br> | ||
{{pgmslaprov|11.2}} {{pgmslaprov|Borrower}}'s {{pgmslaprov|Delivery}} and payment obligations (and any other obligations {{pgmslaprov|Borrower}} has under the Agreement including, without limitation, any obligation to pay amounts which have accrued under paragraph 7) shall be accelerated so as to require performance thereof at the time such {{pgmslaprov|Event of Default}} occurs (the date of which shall be the Termination Date) so that performance of such obligations shall be effected only in accordance with the following provisions. <br> | {{pgmslaprov|11.2}} {{pgmslaprov|Borrower}}'s {{pgmslaprov|Delivery}} and payment obligations (and any other obligations {{pgmslaprov|Borrower}} has under the Agreement including, without limitation, any obligation to pay amounts which have accrued under paragraph 7) shall be accelerated so as to require performance thereof at the time such {{pgmslaprov|Event of Default}} occurs (the date of which shall be the Termination Date) so that performance of such obligations shall be effected only in accordance with the following provisions. <br> | ||
:{{pgmslaprov|11.2(a)}} The {{pgmslaprov|Default Market Value}} of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to be delivered by {{pgmslaprov|Borrower}} and any amount (including interest accrued) to be paid by {{pgmslaprov|Borrower}} shall be established by the {{pgmslaprov|Non-Defaulting Party}} in accordance with paragraph {{ | :{{pgmslaprov|11.2(a)}} The {{pgmslaprov|Default Market Value}} of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to be delivered by {{pgmslaprov|Borrower}} and any amount (including interest accrued) to be paid by {{pgmslaprov|Borrower}} shall be established by the {{pgmslaprov|Non-Defaulting Party}} in accordance with paragraph {{pgmslaprov|11.4}} and deemed as at the {{pgmslaprov|Termination Date}}. | ||
:{{pgmslaprov|11.2(c)}} On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each Party to the other under this Agreement (on the basis that {{pgmslaprov|Lender}}’s claim against {{pgmslaprov|Borrower}} in respect of {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} is equal to the {{pgmslaprov|Default Market Value}} thereof) and the sums due from one Party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the next following {{pgmslaprov|Business Day}} after such account has been taken and such sums have been set off in accordance with this paragraph. For the purposes of this calculation, any sum not denominated in the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the spot rate prevailing at such dates and times determined by the {{pgmslaprov|Non-Defaulting Party}} acting reasonably. | :{{pgmslaprov|11.2(c)}} On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each Party to the other under this Agreement (on the basis that {{pgmslaprov|Lender}}’s claim against {{pgmslaprov|Borrower}} in respect of {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} is equal to the {{pgmslaprov|Default Market Value}} thereof) and the sums due from one Party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the next following {{pgmslaprov|Business Day}} after such account has been taken and such sums have been set off in accordance with this paragraph. For the purposes of this calculation, any sum not denominated in the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the spot rate prevailing at such dates and times determined by the {{pgmslaprov|Non-Defaulting Party}} acting reasonably. | ||
{{pgmslaprov|11.3}} For the purposes of this Agreement, the {{pgmslaprov|Default Market Value}} of any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: | {{pgmslaprov|11.3}} For the purposes of this Agreement, the {{pgmslaprov|Default Market Value}} of any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose: |