GMSLA Anatomy

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This is the anatomy for the 2010 GMSLA. For the anatomy for the 2000 GMSLA see 2000 GMSLA Anatomy.

2010 GMSLA

1. Applicability
2. Interpretation

2.1 Definitions

Act of Insolvency

Agency Annex

Alternative Collateral

Applicable Law

Automatic Early Termination

Base Currency

Business Day

Buy In

Cash Collateral

Close of Business

Collateral

Defaulting Party

Delivery

Designated Office

Equivalent or equivalent to

Income

Income Record Date

Letter of Credit

Loaned Securities

Margin

Market Value

Nominee

Non Cash Collateral

Non Defaulting Party

Notification Time

Parties

Posted Collateral

Reference Dealers

Required Collateral Value

Sales Tax

Settlement Date

Stamp Tax

Tax

2.2 Headings

2.3 Market terminology

2.4 Currency conversions

2.5

2.6 Modifications etc. to legislation

3. Loans of Securities
4.1 Delivery

4.1 Delivery of Securities on commencement of Loan

4.2 Requirements to effect Delivery

4.3 Deliveries to be simultaneous unless otherwise agreed

4.4 Deliveries of Income

5. Collateral

5.1 Delivery of Collateral on commencement of a Loan

5.2 Deliveries through securities settlement systems generating automatic payments

5.3 Substitutions of Collateral

5.4 Marking to Market of Collateral during the currency of a Loan on aggregated basis

5.5 Marking to Market of Collateral during the currency of a Loan on a Loan by Loan basis

5.6 Requirements to deliver excess Collateral

5.7 (Attribution of Collateral to Loans)

5.8 Timing of repayments of excess Collateral or deliveries of further Collateral

5.9 Substitutions and extensions of Letters of Credit

6. Distributions and Corporate Actions

• 6.1 Income Received
• 6.2 Manufactured payments in respect of Loaned Securities
  
• 6.3 Manufactured payments in respect of Non-Cash Collateral
  
• 6.4 Indemnity for failure to redeliver Equivalent Non-Cash Collateral
  
• 6.5 Income in the form of Securities
  
• 6.6 Exercise of voting rights
  
• 6.7 Corporate actions
  
  

7. Rates applicable to Loaned Securities and Cash Collateral

7.1 Rates in respect of Loaned Securities

7.2 Rates in respect of Cash Collateral

7.3 Payment of rates

8. Delivery of Equivalent Securities

8.1. Lender’s right to terminate a Loan

8.2. Borrower’s right to terminate a Loan

8.3. Delivery of Equivalent Securities on termination of a Loan

8.4. Delivery of Equivalent Collateral on termination of a Loan

8.5. Delivery of Letters of Credit

8.6. Delivery obligations to be reciprocal

9. Failure to Deliver

9.1 Borrower’s failure to deliver Equivalent Securities

9.2 Lender’s failure to deliver Equivalent Collateral

9.3 Failure by either Party to deliver

10. Events of Default

10.1 List of Events of Default

10.1(a): Failure to pay Collateral

10.1(b): Unremedied failure to manufacture payments

10.1(c): Failure to pay or deliver

10.1(d): Insolvency

10.1(e): Breach of warranty

10.1(f): Repudiation

10.1(g): Seizure of assets

10.1(h): Suspension from exchange

10.1(i): Unremedied failure to perform

10.2 Notification of Events of Default

10.3 Complete statement of remedies

10.4 No consequential loss

11. Consequences of an Event of Default

11.1 Application of 11.2 to 11.7 following Event of Default

11.2 Delivery and payment obligations following Event of Default

11.3 Definition of Default Market Value

11.4 Determination of Default Market Value

11.5 Net Value determination where unable to sell Securities

11.6 Where Non-Defaulting Party has not determined Default Market Value

11.7 Other costs, expenses and interest payable in consequence of an Event of Default

11.8 Set-off

12. Taxes
13. Lender’s Warranties
14. Borrower’s Warranties
15. Interest on Outstanding Payments
16. Termination of this Agreement (2010) and Transactions Entered Into As Agent (2000)
17. Single Agreement
18. Severance
19. Specific Performance
20. Notices
21. Assignment
22. Non Waiver
23. Governing Law and Jurisdiction
24. Time
25. Recording
26. Waiver of Immunity
27. Miscellaneous

27.1 - Entire agreement

27.2 - Warranty as to text

27.3 - Amendments

27.4 - Existing Loans

27.5 - Automation

27.6 - Survival on termination of obligations

27.7 - Survival on termination of warranties

27.8 - Rights cumulative

27.9 - Counterparts

27.10 - Contracts (Rights of Third Parties) Act 1999

Schedule
Agency Annex
Agency Addendum
Addendum 1 Scope (Agency Addendum)
Addendum 2 Interpretation (Agency Addendum)
Addendum 3 Modifications to the Agency Annex
Addendum 4 Allocation of Agency Loans
Addendum 5 Allocation of Collateral
Addendum 6 Pooled Principals: Rebalancing of Margin
Addendum 7 Warranties (Agency Addendum)
UK Tax Addendum
Tax Addendum 1 Disapplication of Previous Addendum (Tax Addendum)
Tax Addendum 2 Application of this Addendum (Tax Addendum)
Tax Addendum 3 Disapplication of Gross-Up (Tax Addendum)
Tax Addendum 4 Application of Warranties (Tax Addendum)
Tax Addendum 5 Manufactured Payments: Net Paying UK Securities (Tax Addendum)
Tax Addendum 6 Manufactured Payments: REIT Shares (Tax Addendum)
Tax Addendum 7 Manufactured Payments: PAIF Shares (Tax Addendum)
Tax Addendum 8 Interpretation (Tax Addendum)

2010 UK Addendum
EU Short Selling Notices

1995 OSLA

1 Interpretation

Rules

2 Loans of Securities
3 Delivery of Securities
4. Rights and title
a(A) (Documents of title)
4(B) (Income)

4(B)(i) (Income Payment Dates)

4(B)(ii) (Manufactured Dividends)

4(B)(iii) (Tax deductions on Manufactured Dividends)

4(B)(iv) (Payment through an Approved UK Intermediary or Approved UK Collecting Agent)

4(B)(v) (Interest)

4(B)(vi) (Voting rights)

4(B)(vii) (Conversion rights, etc.)

4(B)(viii) (Payments under this Clause)

5 Rates
6 Collateral
7. Redelivery of Equivalent Securities

7(A) Borrower’s undertaking to redeliver Equivalent Securities

7(B) Lender’s right to call for redelivery of Equivalent Securities

7(C) Lender’s election where Borrower does not return Equivalent Securities

7(D) Borrower to pay reasonable costs of any Buy-in

7(E) Borrower’s right to terminate loans

7(F) Redelivery of Talisman certificates

8 Set-off etc.

8(A) Redelivery on the Performance Date

8(B) Acceleration on Event of Default

8(C) Relevant Value

8(D) Bid Value and Offer Value

8(E) Buy Ins

8(F) Non Cash Securities as Collateral

8(G) Event of Default on failure to redeliver

8(H) Waiver in case of practical difficulties redelivering

9 Taxation
10 Lender’s Warranties
11 Borrower’s Warranties
12 Events of Default
13 Outstanding Payments
14 Transactions Entered Into As Agent
15 Termination of Course of Dealings by Notice
16 Governing Practices
17 Observance of Procedures
18 Severance
19 Specific Performance
20 Notices
21 Assignment
22 Non-Waiver
23 Arbitration and Jurisdiction
24 Time
25 Recording
26 Governing Law