Amendments - GMSLA Provision
2010 Global Master Securities Lending Agreement
Clause 27.3 in full
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Amazing how so small and harmless looking a slug of boilerplate can bury so many unexpected and, really, unnecessary problems. This is a no oral modification clause for an agreement where much communication, pricing and transacting happens in a fairly informal way but quaintly archaic mention of telexes and fax doesn’t help, nor does the expression “electronic messaging system”.
Does an exchange of emails count as confirmation by “electronic messages on an electronic messaging system”? you might think so, but the judgment in Greenclose v National Westminster Bank plc — albeit about the ISDA Master Agreement might give you a different view.
Much of the meat and drink of the commercial terms of a 2010 GMSLA — dividend rates, pricing schedules, individual transaction terms — take place outside the four corners of the master agreement itself, so a no oral modification clause seems a little ripe, unless you construe it narrowly to refer only to the terms encoded in the master agreement and its schedules, I guess.
- Less so nowadays with commercial electronic settlement systems like Equilend