Miscellaneous - Pledge GMSLA Provision

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2018 Global Master Securities Lending Agreement (Pledge Version)
A Jolly Contrarian owner’s manual

Clause 28 in a Nutshell
Use at your own risk, campers!

28. Miscellaneous
28.1 Entire agreement: This Agreement is the entire agreement between the Parties on its subject matter. It supersedes all previous communications about the subject 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 2018 Pledge 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.
28.4 Automation: where this paragraph applies, each party may use third party vendors to process Loans and may disclose relevant Loan data to those vendors.
28.5 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.
28.7 Rights cumulative: The Parties’ contractual rights, remedies and privileges are cumulative of their rights, remedies and privileges that arise at law.
28.8 Counterparts: This Agreement can be executed and delivered in counterparts.
28.9 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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Clause 28 in full

28 Miscellaneous
28.1 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.
28.2 The Party (the Relevant Party) who has prepared the text of this Agreement for execution (as indicated in paragraph 9 of the Schedule) warrants and undertakes to the other Party that such text conforms exactly to the text of the standard form Global Master Securities Lending Agreement (Security Interest Over Collateral - 2018 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.
28.3 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.
28.4 The Parties agree that where paragraph 11 of the Schedule indicates that this paragraph 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.
28.5 The obligations of the Parties under this Agreement will survive the termination of any Loan.
28.6 The warranties contained in paragraphs 13, 14 and 28.2 will survive termination of this Agreement for so long as any obligations of either of the Parties pursuant to this Agreement remain outstanding.
28.7 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.
28.8 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.
28.9 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 2010 GMSLA
Comparison: Template:Gmsladiff 27

Resources and navigation

2010 GMSLA: Full wikitext · Nutshell wikitext | GMLSA legal code
Pledge GMSLA: Hard copy (ISLA) · Full wikitext · Nutshell wikitext |
1995 OSLA: Full wikitext · Nutshell wikitext | GMSLA Netting
Let me Google that for you: 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 Loan owner’s manuals: GMSLA · Pledge GMSLA · OSLA

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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.
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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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See also

Template:M sa Pledge GMSLA 28
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References