2010 Global Master Securities Lending Agreement

GMSLA Anatomy™ →Go uptown 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 12.1. Withholding, gross up and provision of information 12.2. Deduction 12.3. Cooperation 12.4. Stamp Tax 12.5. Tax indemnity 12.6. Sales Tax 12.7. Retrospective changes in law 13. Lender’s Warranties 14. Borrower’s Warranties 15. Interest on Outstanding Payments 16. Termination of this Agreement 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 2010 GMSLA: Full wikitext · Nutshell wikitext | GMLSA legal code | GMSLA Netting Pledge GMSLA: Hard copy (ISLA) · Full wikitext · Nutshell wikitext | 1995 OSLA: OSLA wikitext | OSLA in a nutshell | GMSLA/PGMSLA/OSLA clause comparison table From Our Friends On The Internet: Guide to equity finance | ISLA’s guide to securities lending for regulators and policy makers Navigation 2010 GMSLA 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18 · 19 · 20 · 21 · 22 · 23 · 24 · 25 · 26 · 27 · Schedule · Agency Annex · Addendum for Pooled Principal Agency Loans 2018 Pledge GMSLA 1 · 2 · 3 · 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18 · 19 · 20 · 21 · 22 · 23 · 24 · 25 · 26 · 27 · 28 · Schedule · Agency Annex Stock lending agreement comparison: Includes navigation for the 2000 GMSLA and the 1995 OSLA Index: Click ᐅ to expand: GMSLA Pledge GMSLA OSLA Tell me more Sign up for our newsletter — or just get in touch: for ½ a weekly 🍺 you get to consult JC. 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The prevailing market standard English law stock lending master agreement. Compare with the Master Securities Lending Agreement.

How do you say it? However you like, basically. The 2010 GMSLA is an agreement once drafted by a magic circle law firm but whose carriage nowadays is almost exclusively handled by inhouse lawyers and negotiators, to the point where seeking external advice on what a given provision means is a bad idea, because private practice lawyers will have far less of a clue — having likely never looked at a 2010 GMSLA — than will their inhouse clients who ask the question. They will be baffled by the terminology — is it a loan or isn’t it? — the fact that failing to redeliver securities or collateral is de rigueur and does not usually sifnify the end of the world as we know it, that there should really not be damages for consequential losses and countless other trifling, tedious things.

This won’t stop the inhouse clients asking, of course, and indeed they are known to have the bright idea of outsourcing GMSLA negotiations to outside law firms. This is a disaster. Don’t do it, folks.

See also

• Stock lending
• Securities financing
• Master agreement