Miscellaneous - GMSLA Provision

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2010 Global Master Securities Lending Agreement
A Jolly Contrarian owner’s manual

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Stock Loan owner’s manuals: 2010 GMSLA · 2000 GMSLA · Pledge GMSLA · OSLA

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GMSLA

Clause 27 in a Nutshell
Use at your own risk, campers!

27. Miscellaneous
27.1 Entire agreement: This Agreement is the entire agreement between the Parties on its subject matter. It supersedes all previous communications about the subjects matter
27.2 Conformity with standard form: The Party (the Relevant Party) who drafted this Agreement for execution (as indicated in paragraph Schedule 9) warrants that the text conforms exactly to standard 2010 GMSLA posted on the International Securities Lending Association’s website.
27.3 Amendments: Amendments must be in writing and executed or confirmed by an exchange of messages over an electronic messaging system.
27.4 Supercession: Where this paragraph applies, from the date of this Agreement it will apply to all outstanding loans entered into under the securities lending agreements specified in the Schedule as if they had been entered into under this Agreement.
27.5 Automation: where this paragraph applies, each party may use third party vendors to process Loans and may disclose relevant Loan data to those vendors.
27.6 Survival of obligations: The Parties’ obligations under this Agreement survive the termination of any Loan.
27.7 Survival of warranties: As long as any obligations remain outstanding under this Agreement the warranties in paragraphs 13, 14 and 27.2 and in the Agency Annex will survive termination of this Agreement.
27.8 Rights cumulative: The Parties’ contractual rights, remedies and privileges are cumulative of their rights, remedies and privileges that arise at law.
27.9 This Agreement can be executed and delivered in counterparts. 27.10 CRTPA: Those who are not party to this Agreement may not use the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. But other third-party rights, outside that Act, still apply.
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Full text of Clause 27

27. Miscellaneous
27.1 This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.
27.2 The Party (the Relevant Party) who has prepared the text of this Agreement for execution (as indicated in paragraph Schedule 9 of the Schedule) warrants and undertakes to the other Party that such text conforms exactly to the text of the standard form 2010 GMSLA (2010 version) posted by the International Securities Lending Association on its website except as notified by the Relevant Party to the other Party in writing prior to the execution of this Agreement.
27.3 Unless otherwise provided for in this Agreement, no amendment in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the Parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.
27.4 The Parties agree that where paragraph 11 of the Schedule indicates that this paragraph 27.4 applies, this Agreement shall apply to all loans which are outstanding as at the date of this Agreement and which are subject to the securities lending agreement or agreements specified in paragraph 11 of the Schedule, and such Loans shall be treated as if they had been entered into under this Agreement, and the terms of such loans are amended accordingly with effect from the date of this Agreement.
27.5 The Parties agree that where paragraph Schedule 12 of the Schedule indicates that this paragraph 27.5 applies, each may use the services of a third party vendor to automate the processing of Loans under this Agreement and that any data relating to such Loans received from the other Party may be disclosed to such third party vendors.
27.6 The obligations of the Parties under this Agreement will survive the termination of any Loan.
27.7 The warranties contained in paragraphs 13, 14 and 27.2 and in the Agency Annex will survive termination of this Agreement for so long as any obligations of either of the Parties pursuant to this Agreement remain outstanding.
27.8 Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.
27.9 This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.
27.10 A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
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Related agreements and comparisons

Related agreements: Click here for the same clause in the 2018 Pledge GMSLA
Related agreements: Click here for the same clause in the 1995 OSLA
Comparison: There being no equivalent provision, as Sinead O’Connor once said, nothing to compares 2 u.
Comparison: Template:Osladiff 27

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Content and comparisons

Largely untouched between the 2010 GMSLA and the 2018 Pledge GMSLA but for the omission of what I call the “supersession” clause: the one that automatically hoovers up all the outstanding stock loans documented under existing, but due-to-be-superseded, stock loan agreements, which is not used in the transition between title transfer and pledge stock loans because there are some fairly fiddly manual re-bookings required for each Loan, given the change in legal theory of the transactions.

Also because, due to the multi-principal nature of the 2018 Pledge GMSLA, and the high likelihood that the agent lenders will not be prepared to move their principals to the pledge format without first obtaining consent — the theory being that moving from outright title transfer to pledge only is not unequivocally in the principal’s best interest, so client’s will like to have the option — the process of moving a given agent lending agreement from title transfer to pledge will happen over months, so the “automatic supercession” language is not really appropriate.

Purists will remark that an agency master agreement entered into on behalf of separate unconnected principals whose liability is several and not joint is, in legal theory, multiple distinct agreements, and each one is transferred only when its principal formally consents, so this succession point is somewhat moot, but look, let’s not get wildly obsessed about this.
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Summary

A grab-bag of the usual miscellany, paranoia and wrong-headedness that populates the back-end of most commercial contracts these days, with pointless things (like a counterparts clause), logically self-defeating ones (like a warranty in a standard form that the standard form hasn’t been subsequently amended, except where it has been), and positively pernicious ones (like a no oral modification clause, though admittedly the JC is in a minority in seeing these as pernicious).
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General discussion

Template:M gen GMSLA 27
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See also

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References