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| {{2010 GMSLA Section 10.1 TOC}} | | {{2010 GMSLA Section 10.1 TOC}} |
| ===The dog that didn't bark in the nighttime=== | | ===The dog that didn't bark in the nighttime=== |
Revision as of 13:10, 18 September 2018
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GMSLA Anatomy™
In a Nutshell™ Clause 10.1:
10.1 The following events happening to a Party (the Defaulting Party) will be an Event of Default but (barring Automatic Early Termination) only once the Non Defaulting Party has notified the Defaulting Party:
- 10.1(a) Failure to Deliver: The failure, when required under Paragraph 5, of:
- (i) either party to pay or repay Cash Collateral; or
- (ii) the Borrower to deliver any other Collateral to the Lender;
- 10.1(b) Unremedied failure to manufacture Income: Lender or Borrower fails to manufacture Income on Loaned Securities or Collateral when due and has not remedied that failure within three Business Days of notice from the Non Defaulting Party requiring remediation;
- 10.1(c) Mini-Closeout failure: Either party failing to pay any sum when due following a mini-closeout (that is, under paragraphs 9.1(b) or 9.2(b) or 9.3;
- 10.1(d) Act of Insolvency: An Act of Insolvency occurring to Lender or Borrower. If Automatic Early Termination applies, if anyone presents a winding up petition or appoints a liquidator, it will be an Automatic Early Termination and the Non Defaulting Party need not serve written notice.
- 10.1(e) Breach of warranty: any Lender’s Warranty, or any of the Borrower’s Warranties except the ast one (14(e), about voting on Borrowed Securities) is materially incorrect when made or “deemed”;
- 10.1(f) Repudiation: Either party admitting that it cannot or will not perform any of its obligations hereunder where, upon completion of formalities, that non-performance would be an Event of Default;
- 10.1(g) Seizure of assets: a material part of its assets are ordered to be transferred to a trustee by a regulatory authority under any legislation.
- 10.1(h) Regulatory default: It is declared in default by the appropriate authority or is suspended or expelled from any securities exchange or other self-regulatory organisation, or is suspended from securities dealing by any government agency, for not meeting any requirements relating to financial resources or credit rating;
- 10(i) Other unremedied breach of agreement: Either party defaults on any of its other obligations under this Agreement and does not remedy them within 30 days of the Non Defaulting Party’s written notice requiring remedy.
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2010 GMSLA full text of Clause 10.1:
10.1 Each of the following events occurring and continuing in relation to either Party (the Defaulting Party, the other Party being the Non-Defaulting Party) shall be an Event of Default but only (subject to sub paragraph 10.1(d)) where the Non Defaulting Party serves written notice on the Defaulting Party:
- 10.1(a) Borrower or Lender failing to pay or repay Cash Collateral or to deliver Collateral on commencement of the Loan under paragraph 5.1 or to deliver further Collateral under paragraph 5.4 or 5.5;
- 10.1(b) Lender or Borrower failing to comply with its obligations under paragraph 6.2 or 6.3 upon the due date and not remedying such failure within three Business Days after the Non Defaulting Party serves written notice requiring it to remedy such failure;
- 10.1(c) Lender or Borrower failing to pay any sum due under paragraph 9.1(b), 9.2(b) or 9.3 upon the due date;
- 10.1(d) an Act of Insolvency occurring with respect to Lender or Borrower, provided that, where the Parties have specified in paragraph 5 of the Schedule that Automatic Early Termination shall apply, an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a liquidator or analogous officer of the Defaulting Party shall not require the Non Defaulting Party to serve written notice on the Defaulting Party (Automatic Early Termination);
- 10.1(e) any warranty made by Lender or Borrower in paragraph 13 or paragraphs 14(a) to 14(d) being incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated;
- 10.1(f) Lender or Borrower admitting to the other that it is unable to, or it intends not to, perform any of its obligations under this Agreement and/or in respect of any Loan where such failure to perform would with the service of notice or lapse of time constitute an Event of Default;
- 10(g) all or any material part of the assets of Lender or Borrower being transferred or ordered to be transferred to a trustee (or a person exercising similar functions) by a regulatory authority pursuant to any legislation;
- 10(h) Lender (if applicable) or Borrower being declared in default or being suspended or expelled from membership of or participation in, any securities exchange or suspended or prohibited from dealing in securities by any regulatory authority, in each case on the grounds that it has failed to meet any requirements relating to financial resources or credit rating; or
- 10(i) Lender or Borrower failing to perform any other of its obligations under this Agreement and not remedying such failure within 30 days after the Non Defaulting Party serves written notice requiring it to remedy such failure.
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- 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
The dog that didn't bark in the nighttime
Most interesting is what is not in there: There is no:
Why not?: Unlike an ISDA Master Agreement, generally, Loan transactions under a 2010 GMSLA are callable on notice. If your counterparty suffes any kind of credit deterioration, your option is to immediately recall your loans. If they redeliver—great. If they don’t, you have them bang to rights on a failure to pay or deliver. Simples.
It's a similar story under the Global Master Repurchase Agreement by the way.
See also