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| '''{{gmraprov|6}}. {{gmraprov|Payment and Transfer}} '''<br> | | '''{{gmraprov|6}}. {{gmraprov|Payment and Transfer}} '''<br> |
| '''{{gmraprov|7}}. {{gmraprov|Contractual Currency}} '''<br> | | '''{{gmraprov|7}}. {{gmraprov|Contractual Currency}} '''<br> |
| | '''{{gmraprov|8}}. {{gmraprov|Substitution}}''' <br> |
| '''{{gmraprov|9}}. {{gmraprov|Representations}} '''<br> | | '''{{gmraprov|9}}. {{gmraprov|Representations}} '''<br> |
| '''{{gmraprov|10}}. {{gmraprov|Events of Default}} '''<br> | | '''{{gmraprov|10}}. {{gmraprov|Events of Default}} '''<br> |
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| '''{{gmraprov|21}}. {{gmraprov|Third Party Rights}} '''<br> | | '''{{gmraprov|21}}. {{gmraprov|Third Party Rights}} '''<br> |
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| | <big>[[2000 Global Master Repurchase Agreement|2000 VERSION TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT]]</big> |
| | Dated as of: <br> |
| | Between:<br> |
| | (“'''{{gmraprov|Party A}}'''”) and (“'''{{gmraprov|Party B}}'''”) |
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| {{GMRA 2000 1}} | | {{GMRA 2000 1}} |
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| {{GMRA 2000 20}} | | {{GMRA 2000 20}} |
| {{GMRA 2000 21}} | | {{GMRA 2000 21}} |
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| 2000 VERSION TBMA/ISMA GLOBAL MASTER REPURCHASE AGREEMENT
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| Dated as of Between:
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| (“'''{{gmraprov|Party A}}'''”) and (“'''{{gmraprov|Party B}}'''”)
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| '''{{gmraprov|4}}. {{gmraprov|Margin Maintenance}}'''<br>
| | {{GMRA 2000 Annex II}} |
| :(a) If at any time either party has a {{gmraprov|Net Exposure}} in respect of the other party it may by notice to the other party require the other party to make a {{gmraprov|Margin Transfer}} to it of an aggregate amount or value at least equal to that {{gmraprov|Net Exposure}}.<br>
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| :(b) A notice under sub paragraph {{gmraprov|4(a)}} above may be given orally or in writing.<br>
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| :(c) For the purposes of this {{gmraprov|Agreement}} a party has a {{gmraprov|Net Exposure}} in respect of the other party if the aggregate of all the {{gmraprov|first party}}'s {{gmraprov|Transaction Exposure}}s plus any amount payable to the {{gmraprov|first party}} under paragraph {{gmraprov|5}} but unpaid less the amount of any Net Margin provided to the {{gmraprov|first party}} exceeds the aggregate of all the other party's {{gmraprov|Transaction Exposure}}s plus any amount payable to the other party under paragraph {{gmraprov|5}} but unpaid less the amount of any Net Margin provided to the other party; and the amount of the {{gmraprov|Net Exposure}} is the amount of the excess. For this purpose any amounts not denominated in the {{gmraprov|Base Currency}} shall be converted into the {{gmraprov|Base Currency}} at the {{gmraprov|Spot Rate}} prevailing at the relevant time.<br>
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| :(d) To the extent that a party calling for a {{gmraprov|Margin Transfer}} has previously paid {{gmraprov|Cash Margin}} which has not been repaid or delivered {{gmraprov|Margin Securities}} in respect of which {{gmraprov|Equivalent Margin Securities}} have not been delivered to it, that party shall be entitled to require that such {{gmraprov|Margin Transfer}} be satisfied first by the repayment of such {{gmraprov|Cash Margin}} or the delivery of {{gmraprov|Equivalent Margin Securities}} but, subject to this, the composition of a {{gmraprov|Margin Transfer}} shall be at the option of the party making such {{gmraprov|Margin Transfer}}.<br>
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| :(e) Any {{gmraprov|Cash Margin}} transferred shall be in the {{gmraprov|Base Currency}} or such other currency as the parties may agree.<br>
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| :(f) A payment of {{gmraprov|Cash Margin}} shall give rise to a debt owing from the party receiving such payment to the party making such payment. Such debt shall bear interest at such rate, payable at such times, as may be specified in Annex I hereto in respect of the relevant currency or otherwise agreed between the parties, and shall be repayable subject to the terms of this {{gmraprov|Agreement}}.<br>
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| :(g) Where {{gmraprov|Seller}} or {{gmraprov|Buyer}} becomes obliged under sub paragraph {{gmraprov|4(a)}} above to make a {{gmraprov|Margin Transfer}}, it shall transfer {{gmraprov|Cash Margin}} or {{gmraprov|Margin Securities}} or {{gmraprov|Equivalent Margin Securities}} within the minimum period specified in Annex I hereto or, if no period is there specified, such minimum period as is customarily required for the settlement or delivery of money, {{gmraprov|Margin Securities}} or {{gmraprov|Equivalent Margin Securities}} of the relevant kind.<br>
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| :(h) The parties may agree that, with respect to any {{gmraprov|Transaction}}, the provisions of sub¬paragraphs {{gmraprov|4(a)}} to {{gmraprov|4(g)}} above shall not apply but instead that margin may be provided separately in respect of that {{gmraprov|Transaction}} in which case
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| :(i) that {{gmraprov|Transaction}} shall not be taken into account when calculating whether either party has a {{gmraprov|Net Exposure}}; <br>
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| :(ii) margin shall be provided in respect of that {{gmraprov|Transaction}} in such manner as the parties may agree; and
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| :(iii) margin provided in respect of that {{gmraprov|Transaction}} shall not be taken into account for the purposes of sub paragraphs {{gmraprov|4(a)}} to {{gmraprov|4(g)}} above.<br>
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| :(i) The parties may agree that any {{gmraprov|Net Exposure}} which may arise shall be eliminated not by {{gmraprov|Margin Transfer}}s under the preceding provisions of this paragraph but by the repricing of {{gmraprov|Transaction}}s under sub paragraph {{gmraprov|4(j)}} below, the adjustment of {{gmraprov|Transaction}}s under sub paragraph {{gmraprov|4(k)}} below or a combination of both these methods.<br>
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| :(j) Where the parties agree that a {{gmraprov|Transaction}} is to be repriced under this sub paragraph, such repricing shall be effected as follows
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| :(i) the {{gmraprov|Repurchase Date}} under the relevant {{gmraprov|Transaction}} (the “original {{gmraprov|Transaction}}”) shall be [[deemed]] to occur on the date on which the repricing is to be effected (the “Repricing Date”); <br>
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| :(ii) the parties shall be [[deemed]] to have entered into a new {{gmraprov|Transaction}} (the “Repriced {{gmraprov|Transaction}}”) on the terms set out in (iii) to (vi) below; <br>
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| :(iii) the {{gmraprov|Purchased Securities}} under the Repriced {{gmraprov|Transaction}} shall be {{gmraprov|Securities}} {{gmraprov|equivalent}} to the {{gmraprov|Purchased Securities}} under the Original {{gmraprov|Transaction}}; <br>
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| :(iv) the {{gmraprov|Purchase Date}} under the Repriced {{gmraprov|Transaction}} shall be the Repricing Date; <br>
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| :(v) the {{gmraprov|Purchase Price}} under the Repriced {{gmraprov|Transaction}} shall be such amount as shall, when multiplied by the {{gmraprov|Margin Ratio}} applicable to the Original {{gmraprov|Transaction}}, be equal to the {{gmraprov|Market Value}} of such {{gmraprov|Securities}} on the Repricing Date; <br>
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| :(vi) the {{gmraprov|Repurchase Date}}, the {{gmraprov|Pricing Rate}}, the {{gmraprov|Margin Ratio}} and, subject as aforesaid, the other terms of the Repriced {{gmraprov|Transaction}} shall be identical to those of the Original {{gmraprov|Transaction}}; <br>
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| :(vii) the obligations of the parties with respect to the delivery of the {{gmraprov|Purchased Securities}} and the payment of the {{gmraprov|Purchase Price}} under the Repriced {{gmraprov|Transaction}} shall be set off against their obligations with respect to the delivery of {{gmraprov|Equivalent Securities}} and payment of the {{gmraprov|Repurchase Price}} under the Original {{gmraprov|Transaction}} and accordingly only a net cash sum shall be paid by one party to the other. Such net cash sum shall be paid within the period specified in sub paragraph {{gmraprov|4(g)}} above.<br>
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| :(k) The adjustment of a {{gmraprov|Transaction}} (the “Original {{gmraprov|Transaction}}”) under this sub paragraph shall be effected by the parties agreeing that on the date on which the adjustment is to be made (the “Adjustment Date”) the Original {{gmraprov|Transaction}} shall be terminated and they shall enter into a new {{gmraprov|Transaction}} (the “Replacement {{gmraprov|Transaction}}”) in accordance with the following provisions
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| :(i) the Original {{gmraprov|Transaction}} shall be terminated on the Adjustment Date on such terms as the parties shall agree on or before the Adjustment Date; <br>
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| :(ii) the {{gmraprov|Purchased Securities}} under the Replacement {{gmraprov|Transaction}} shall be such {{gmraprov|Securities}} as the parties shall agree on or before the Adjustment Date (being {{gmraprov|Securities}} the aggregate {{gmraprov|Market Value}} of which at the Adjustment Date is substantially equal to the {{gmraprov|Repurchase Price}} under the Original {{gmraprov|Transaction}} at the Adjustment Date multiplied by the {{gmraprov|Margin Ratio}} applicable to the Original {{gmraprov|Transaction}}); <br>
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| :(iii) the {{gmraprov|Purchase Date}} under the Replacement {{gmraprov|Transaction}} shall be the Adjustment Date; <br>
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| :(iv) the other terms of the Replacement {{gmraprov|Transaction}} shall be such as the parties shall agree on or before the Adjustment Date; and
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| :(v) the obligations of the parties with respect to payment and delivery of {{gmraprov|Securities}} on the Adjustment Date under the Original {{gmraprov|Transaction}} and the Replacement {{gmraprov|Transaction}} shall be settled in accordance with paragraph {{gmraprov|6}} within the minimum period specified in sub paragraph {{gmraprov|(g) above.<br>
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| '''{{gmraprov|5}}. {{gmraprov|Income Payments}}'''<br>
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| Unless otherwise agreed
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| :(i) where the {{gmraprov|Term}} of a particular {{gmraprov|Transaction}} extends over an {{gmraprov|Income Payment Date}} in respect of any {{gmraprov|Securities}} subject to that {{gmraprov|Transaction}}, {{gmraprov|Buyer}} shall on the date such {{gmraprov|Income}} is paid by the issuer transfer to or credit to the account of {{gmraprov|Seller}} an amount equal to (and in the same currency as) the amount paid by the issuer; <br>
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| :(ii) where {{gmraprov|Margin Securities}} are transferred from one party (“the {{gmraprov|first party}}”) to the other party (“the second party”) and an {{gmraprov|Income Payment Date}} in respect of such {{gmraprov|Securities}} occurs before {{gmraprov|Equivalent Margin Securities}} are transferred by the second party to the {{gmraprov|first party}}, the second party shall on the date such {{gmraprov|Income}} is paid by the issuer transfer to or credit to the account of the {{gmraprov|first party}} an amount equal to (and in the same currency as) the amount paid by the issuer; <br>
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| and for the avoidance of doubt references in this paragraph to the amount of any {{gmraprov|Income}} paid by the issuer of any {{gmraprov|Securities}} shall be to an amount paid without any withholding or deduction for or on account of taxes or duties notwithstanding that a payment of such {{gmraprov|Income}} made in certain circumstances may be subject to such a withholding or deduction.<br>
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| '''{{gmraprov|6}}. {{gmraprov|Payment and Transfer}}'''<br>
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| :(a) Unless otherwise agreed, all money paid hereunder shall be in immediately available freely convertible funds of the relevant currency. All {{gmraprov|Securities}} to be transferred hereunder (i) shall be in suitable form for transfer and shall be accompanied by duly executed instruments of transfer or assignment in blank (where required for transfer) and such other documentation as the transferee may reasonably request, or (ii) shall be transferred through the book entry system of {{gmraprov|Euroclear}} or {{gmraprov|Clearstream}}, or (iii) shall be transferred through any other agreed {{gmraprov|Securities}} clearance system or (iv) shall be transferred by any other method mutually acceptable to {{gmraprov|Seller}} and {{gmraprov|Buyer}}.<br>
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| :(b) Unless otherwise agreed, all money payable by one party to the other in respect of any {{gmraprov|Transaction}} shall be paid free and clear of, and without withholding or deduction for, any taxes or duties of whatsoever nature imposed, levied, collected, withheld or assessed by any authority having power to tax, unless the withholding or deduction of such taxes or duties is required by law. In that event, unless otherwise agreed, the paying party shall pay such additional amounts as will result in the net amounts receivable by the other party (after taking account of such withholding or deduction) being equal to such amounts as would have been received by it had no such taxes or duties been required to be withheld or deducted.<br>
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| :(c) Unless otherwise agreed in writing between the parties, under each {{gmraprov|Transaction}} transfer of {{gmraprov|Purchased Securities}} by {{gmraprov|Seller}} and payment of {{gmraprov|Purchase Price}} by {{gmraprov|Buyer}} against the transfer of such {{gmraprov|Purchased Securities}} shall be made simultaneously and transfer of {{gmraprov|Equivalent Securities}} by {{gmraprov|Buyer}} and payment of {{gmraprov|Repurchase Price}} payable by {{gmraprov|Seller}} against the transfer of such {{gmraprov|Equivalent Securities}} shall be made simultaneously.<br>
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| :(d) Subject to and without prejudice to the provisions of sub paragraph {{gmraprov|6(c)}}, either party may from time to time in accordance with market practice and in recognition of the practical difficulties in arranging simultaneous delivery of {{gmraprov|Securities}} and money waive in relation to any {{gmraprov|Transaction}} its rights under this {{gmraprov|Agreement}} to receive simultaneous transfer [[and/or]] payment provided that transfer [[and/or]] payment shall, notwithstanding such waiver, be made on the same day and provided also that no such waiver in respect of one {{gmraprov|Transaction}} shall affect or bind it in respect of any other {{gmraprov|Transaction}}.<br>
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| :(e) The parties shall execute and deliver all necessary documents and take all necessary steps to procure that all right, title and interest in any {{gmraprov|Purchased Securities}}, any {{gmraprov|Equivalent Securities}}, any {{gmraprov|Margin Securities}} and any {{gmraprov|Equivalent Margin Securities}} shall pass to the party to which transfer is being made upon transfer of the same in accordance with this {{gmraprov|Agreement}}, free from all liens, claims, charges and encumbrances.<br>
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| :(f) Notwithstanding the use of expressions such as “'''{{gmraprov|Repurchase Date}}'''”, “'''{{gmraprov|Repurchase Price}}'''”, “margin”, “Net Margin”, “'''{{gmraprov|Margin Ratio}}'''” and “substitution”, which are used to reflect terminology used in the market for {{gmraprov|Transaction}}s of the kind provided for in this {{gmraprov|Agreement}}, all right, title and interest in and to {{gmraprov|Securities}} and money transferred or paid under this {{gmraprov|Agreement}} shall pass to the transferee upon transfer or payment, the obligation of the party receiving {{gmraprov|Purchased Securities}} or {{gmraprov|Margin Securities}} being an obligation to transfer {{gmraprov|Equivalent Securities}} or {{gmraprov|Equivalent Margin Securities}}.<br>
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| :(g) Time shall be of the essence in this {{gmraprov|Agreement}}.<br>
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| :(h) Subject to paragraph {{gmraprov|10}}, all amounts in the same currency payable by each party to the other under any {{gmraprov|Transaction}} or otherwise under this {{gmraprov|Agreement}} on the same date shall be combined in a single calculation of a net sum payable by one party to the other and the obligation to pay that sum shall be the only obligation of either party in respect of those amounts.<br>
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| :(i) Subject to paragraph {{gmraprov|10}}, all {{gmraprov|Securities}} of the same issue, denomination, currency and series, transferable by each party to the other under any {{gmraprov|Transaction}} or hereunder on the same date shall be combined in a single calculation of a net quantity of {{gmraprov|Securities}} transferable by one party to the other and the obligation to transfer the net quantity of {{gmraprov|Securities}} shall be the only obligation of either party in respect of the {{gmraprov|Securities}} so transferable and receivable.<br>
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| :(j) If the parties have specified in Annex I hereto that this paragraph 6(j)}} shall apply, each obligation of a party under this {{gmraprov|Agreement}} (other than an obligation arising under paragraph {{gmraprov|10}}) is subject to the condition precedent that none of those events specified in paragraph {{gmraprov|10(a)}} which are identified in Annex I hereto for the purposes of this paragraph 6(j)}} (being events which, upon the serving of a {{gmraprov|Default Notice}}, would be an {{gmraprov|Event of Default}} with respect to the other party) shall have occurred and be continuing with respect to the other party.<br>
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| '''{{gmraprov|7}}. {{gmraprov|Contractual Currency}}'''<br>
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| :(a) All the payments made in respect of the {{gmraprov|Purchase Price}} or the {{gmraprov|Repurchase Price}} of any {{gmraprov|Transaction}} shall be made in the currency of the {{gmraprov|Purchase Price}} (the “'''{{gmraprov|Contractual Currency}}'''”) save as provided in paragraph {{gmraprov|10(c)(ii)}}. Notwithstanding the foregoing, the payee of any money may, at its option, accept tender thereof in any other currency, provided, however, that, to the extent permitted by applicable law, the obligation of the payer to pay such money will be discharged only to the extent of the amount of the {{gmraprov|Contractual Currency}} that such payee may, consistent with normal banking procedures, purchase with such other currency (after deduction of any premium and costs of exchange) for delivery within the customary delivery period for spot {{gmraprov|Transaction}}s in respect of the relevant currency.<br>
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| :(b) If for any reason the amount in the {{gmraprov|Contractual Currency}} received by a party, including amounts received after conversion of any recovery under any judgment or order expressed in a currency other than the {{gmraprov|Contractual Currency}}, falls short of the amount in the {{gmraprov|Contractual Currency}} due and payable, the party required to make the payment will, as a separate and independent obligation, to the extent permitted by applicable law, immediately transfer such additional amount in the {{gmraprov|Contractual Currency}} as may be necessary to compensate for the shortfall.<br>
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| :(c) If for any reason the amount in the {{gmraprov|Contractual Currency}} received by a party exceeds the amount of the {{gmraprov|Contractual Currency}} due and payable, the party receiving the transfer will refund promptly the amount of such excess.<br>
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| '''{{gmraprov|8}}. {{gmraprov|Substitution}}'''<br>
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| :(a) A {{gmraprov|Transaction}} may at any time between the {{gmraprov|Purchase Date}} and {{gmraprov|Repurchase Date}}, if {{gmraprov|Seller}} so requests and {{gmraprov|Buyer}} so agrees, be varied by the transfer by {{gmraprov|Buyer}} to {{gmraprov|Seller}} of {{gmraprov|Securities}} {{gmraprov|equivalent}} to the {{gmraprov|Purchased Securities}}, or to such of the {{gmraprov|Purchased Securities}} as shall be agreed, in exchange for the transfer by {{gmraprov|Seller}} to {{gmraprov|Buyer}} of other {{gmraprov|Securities}} of such amount and description as shall be agreed (“'''{{gmraprov|New Purchased Securities}}'''”) (being {{gmraprov|Securities}} having a {{gmraprov|Market Value}} at the date of the variation at least equal to the {{gmraprov|Market Value}} of the {{gmraprov|Equivalent Securities}} transferred to {{gmraprov|Seller}}).<br>
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| :(b) Any variation under sub paragraph {{gmraprov|8(a)}} above shall be effected, subject to paragraph {{gmraprov|6(d), by the simultaneous transfer of the {{gmraprov|Equivalent Securities}} and {{gmraprov|New Purchased Securities}} concerned.<br>
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| :(c) A {{gmraprov|Transaction}} which is varied under sub paragraph {{gmraprov|8(a)}} above shall thereafter continue in effect as though the {{gmraprov|Purchased Securities}} under that {{gmraprov|Transaction}} consisted of or included the {{gmraprov|New Purchased Securities}} instead of the {{gmraprov|Securities}} in respect of which {{gmraprov|Equivalent Securities}} have been transferred to {{gmraprov|Seller}}.<br>
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| :(d) Where either party has transferred {{gmraprov|Margin Securities}} to the other party it may at any time before {{gmraprov|Equivalent Margin Securities}} are transferred to it under paragraph {{gmraprov|4}} request the other party to transfer {{gmraprov|Equivalent Margin Securities}} to it in exchange for the transfer to the other party of new {{gmraprov|Margin Securities}} having a {{gmraprov|Market Value}} at the time of transfer at least equal to that of such {{gmraprov|Equivalent Margin Securities}}. If the other {{gmraprov|Party A}}grees to the request, the exchange shall be effected, subject to paragraph {{gmraprov|6(d)}}, by the simultaneous transfer of the {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} concerned. Where either or both of such transfers is or are effected through a settlement system in circumstances which under the rules and procedures of that settlement system give rise to a payment by or for the account of one party to or for the account of the other party, the parties shall cause such payment or payments to be made outside that settlement system, for value the same day as the payments made through that settlement system, as shall ensure that the exchange of {{gmraprov|Equivalent Margin Securities}} and new {{gmraprov|Margin Securities}} effected under this sub paragraph does not give rise to any net payment of cash by either party to the other.<br>
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