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(1) [ ] ('''{{pgmslaprov|Lender}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s; and
(1) [ ] ('''{{pgmslaprov|Lender}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s; and
(2) [ ] ('''{{pgmslaprov|Borrower}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s.
(2) [ ] ('''{{pgmslaprov|Borrower}}''') a company incorporated under the laws of [SPECIFY] acting through one or more {{pgmslaprov|Designated Office}}s.
{{pgmslaprov|1}} '''{{pgmslaprov|Applicability}}''' <br>
 
{{pgmslaprov|1.1}} From time to time {{pgmslaprov|Lender}}, acting through one or more {{pgmslaprov|Designated Office}}s, will enter into transactions in which it will transfer to {{pgmslaprov|Borrower}}, acting through one or more {{pgmslaprov|Designated Office}}s, {{pgmslaprov|Securities}} and financial instruments ({{pgmslaprov|Securities}}) with a simultaneous agreement by {{pgmslaprov|Borrower}} to transfer to {{pgmslaprov|Lender}} {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to such {{pgmslaprov|Securities}} on a fixed date or on demand and on the basis that the obligations of {{pgmslaprov|Borrower}} will be secured pursuant to the {{pgmslaprov|Security Agreement}} and the {{pgmslaprov|Control Agreement}} (each as herein defined).
{{Pledge GMSLA 2018 1}}
{{pgmslaprov|1.2}} Each such transaction shall be referred to in this Agreement as a {{pgmslaprov|Loan}} and shall be governed by the terms of this Agreement, including the supplemental terms and conditions contained in the Schedule and any Addenda or Annexes attached hereto which are applicable as provided for herein. In the event of any inconsistency between the provisions of an Addendum or Annex and this Agreement, the provisions of such Addendum or Annex shall prevail unless the {{pgmslaprov|Parties}} otherwise agree. In the event of any inconsistency between the provisions of the {{pgmslaprov|Security Agreement}} and this Agreement, the provisions of the {{pgmslaprov|Security Agreement}} shall prevail unless the {{pgmslaprov|Parties}} otherwise agree.
{{Pledge GMSLA 2018 2}}
{{pgmslaprov|1.3}} Either Party may perform its obligations under this Agreement either directly or through a {{pgmslaprov|Nominee}}.
 
{{pgmslaprov|1.4}} If the Schedule specifies that {{pgmslaprov|Lender}} will act as agent of one or more persons identified therein as Principals, the supplemental terms and conditions contained in the annex attached hereto designated “Agency Annex” (Agency Annex) shall be included in, and apply to, this Agreement.
{{pgmslaprov|2}} '''{{pgmslaprov|Interpretation}}''' <br>
{{pgmslaprov|2.1}} In this Agreement:
:{{pgmslaprov|Act of Insolvency}} means in relation to either Party:
:{{pgmslaprov|2.1(a)}} its  making  a  general  assignment  for  the  benefit  of,  or  entering  into  a reorganisation, arrangement, or composition with creditors; or
:{{pgmslaprov|2.1(b)}} its stating in writing that it is unable to pay its debts as they become due; or
:{{pgmslaprov|2.1(c)}} its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or
:{{pgmslaprov|2.1(d)}} the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganisation, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply); or
:{{pgmslaprov|2.1(e)}} the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or
:{{pgmslaprov|2.1(f)}} the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement as referred to in Section 3 of the Insolvency Act 1986 (or any analogous proceeding);
:{{pgmslaprov|Applicable Law}} means the laws, rules and regulations (including double taxation conventions) of any relevant jurisdiction, including published practice of any government or other taxing authority in connection with such laws, rules and regulations;
:{{pgmslaprov|Base Currency}} means the currency indicated in paragraph 3 of the Schedule;
:{{pgmslaprov|Business Day}} means:
:{{pgmslaprov|2.1(a)}}in relation to {{pgmslaprov|Delivery}} of any {{pgmslaprov|Securities}}, a day other than a Saturday or a Sunday on which banks and {{pgmslaprov|Securities}} markets are open for business generally in the place(s) where the relevant {{pgmslaprov|Securities}} are to be delivered;
:{{pgmslaprov|2.1(b)}} in relation to any payments under this Agreement, a day other than a Saturday or a Sunday on which banks are open for business generally in the principal financial centre of the country of which the currency in which the payment is denominated is the official currency and, if different, in the place where any account designated by the {{pgmslaprov|Parties}} for the making or receipt of the payment is situated (or, in the case of a payment in euro, a day on which TARGET operates);
:{{pgmslaprov|2.1(c)}} in relation to a notice or other communication served under this Agreement, any day other than a Saturday or a Sunday on which banks are open for business generally in the place designated for {{pgmslaprov|Delivery}} in accordance with paragraph 4 of the Schedule; and
:{{pgmslaprov|2.1(d)}} in relation to paragraph 5.4(a) and in any other case, a day other than a Saturday or a Sunday on which banks are open for business generally in each place stated in paragraph 4 of the Schedule;
:{{pgmslaprov|Buy-in}} means any arrangement under which, in the event of a seller or transferor failing to deliver {{pgmslaprov|Securities}} to the buyer or transferee, the buyer or transferee of such {{pgmslaprov|Securities}} is entitled under the terms of such arrangement to buy or otherwise acquire {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to such {{pgmslaprov|Securities}} and to recover the cost of so doing from the seller or transferor;
:{{pgmslaprov|Cash}} means money in any currency credited to an account or similar claims for the payment or repayment of money;
:{{pgmslaprov|Cash Collateral}} means {{pgmslaprov|Collateral}} taking the form of {{pgmslaprov|Cash}};
:{{pgmslaprov|Close of Business}} means the time at which the relevant banks, {{pgmslaprov|Securities}} settlement systems or depositaries close in the business centre in which payment is to be made or {{pgmslaprov|Securities}} or {{pgmslaprov|Collateral}} are to be delivered or in the place designated for {{pgmslaprov|Delivery}} in accordance with paragraph 4 of the Schedule (as applicable);
:{{pgmslaprov|Collateral}} means such {{pgmslaprov|Securities}}, financial instruments or {{pgmslaprov|Cash}} as are referred to in the table set out under paragraph 1 of the Schedule as being acceptable, from time to time, or any combination thereof as agreed between the {{pgmslaprov|Parties}};
:{{pgmslaprov|Control Agreement}} has the meaning given in the {{pgmslaprov|Security Agreement}}; 
:{{pgmslaprov|Custodian}} has the meaning given in the {{pgmslaprov|Security Agreement}}; 
:{{pgmslaprov|Defaulting Party}} has the meaning given in paragraph 10;
:{{pgmslaprov|Delivery}} in relation to any {{pgmslaprov|Securities}}, {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} or {{pgmslaprov|Collateral}} comprising {{pgmslaprov|Securities}} means:
:{{pgmslaprov|2.1(a)}} the crediting of such {{pgmslaprov|Securities}} (i) in the case of {{pgmslaprov|Collateral}} to be delivered by {{pgmslaprov|Borrower}}, to the relevant {{pgmslaprov|Secured Account}} of {{pgmslaprov|Borrower}}, (ii) in the case of {{pgmslaprov|Collateral}} to be delivered by {{pgmslaprov|Lender}}, to an account of {{pgmslaprov|Borrower}} or (iii) in any other case, to an account of {{pgmslaprov|Borrower}} or {{pgmslaprov|Lender}}, as the case may be, or as it shall direct, or
:{{pgmslaprov|2.1(b)}} by such other means as may be agreed, and deliver shall be construed accordingly;
:{{pgmslaprov|Designated Office}} means the branch or office of a Party which is specified as such in paragraph 7 of the Schedule or such other branch or office as may be agreed to in writing by the {{pgmslaprov|Parties}};
:{{pgmslaprov|Equivalent}} or {{pgmslaprov|Equivalent}} to in relation to any {{pgmslaprov|Loaned Securities}} provided under this Agreement means {{pgmslaprov|Securities}} or other property, of an identical type, nominal value, description and amount to particular {{pgmslaprov|Loaned Securities}} so provided. If and to the extent that such {{pgmslaprov|Loaned Securities}} consists of {{pgmslaprov|Securities}} that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre- emption, rights to receive {{pgmslaprov|Securities}} or a certificate which may at a future date be exchanged for {{pgmslaprov|Securities}}, the expression shall include such {{pgmslaprov|Securities}} or other assets to which {{pgmslaprov|Lender}} is entitled following the occurrence of the relevant event, and, if appropriate, the giving of the relevant notice in accordance with paragraph 6.4 and provided that {{pgmslaprov|Lender}} has paid to {{pgmslaprov|Borrower}} all and any sums due in respect thereof. In the event that such {{pgmslaprov|Loaned Securities}} have been redeemed, are partly paid, are the subject of a capitalisation issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:
:{{pgmslaprov|2.1(a)}} in the case of redemption, a sum of money {{pgmslaprov|Equivalent}} to the proceeds of the redemption;
:{{pgmslaprov|2.1(b)}} in the case of a call on partly-paid {{pgmslaprov|Securities}}, {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to the relevant {{pgmslaprov|Loaned Securities}}, provided that {{pgmslaprov|Lender}} shall have paid {{pgmslaprov|Borrower}} an amount of money equal to the sum due in respect of the call;
:{{pgmslaprov|2.1(c)}} in the case of a capitalisation issue, {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to the relevant {{pgmslaprov|Loaned Securities}} together with the {{pgmslaprov|Securities}} allotted by way of bonus thereon;
:{{pgmslaprov|2.1(d)}} in the case of any event similar to any of the foregoing events described in this paragraph, {{pgmslaprov|Securities}} {{pgmslaprov|Equivalent}} to the {{pgmslaprov|Loaned Securities}} together with or replaced by a sum of money or {{pgmslaprov|Securities}} or other property {{pgmslaprov|Equivalent}} to that received in respect of such {{pgmslaprov|Loaned Securities}} resulting from such event;
:{{pgmslaprov|Income}} means any interest, dividends or other distributions of any kind whatsoever with respect to any {{pgmslaprov|Securities}};
:{{pgmslaprov|Income Record Date}}, with respect to any {{pgmslaprov|Securities}} and an {{pgmslaprov|Income}} payment in respect of such {{pgmslaprov|Securities}}, means the date by reference to which holders of such {{pgmslaprov|Securities}} are identified as being entitled to such payment of {{pgmslaprov|Income}};
:{{pgmslaprov|Loaned Securities}} means {{pgmslaprov|Securities}} which are or are to be the subject of an outstanding Loan;
:{{pgmslaprov|Market Value}} means:
:{{pgmslaprov|2.1(a)}} in relation to the valuation of {{pgmslaprov|Securities}} or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} on any date:
::{{pgmslaprov|2.1(a)(i)}} such price as is equal to the market quotation for the mid price of such {{pgmslaprov|Securities}} and/or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} as derived from a reputable pricing information service reasonably chosen in good faith by {{pgmslaprov|Lender}}; or
::{{pgmslaprov|2.1(a)(ii)}} if unavailable the {{pgmslaprov|Market Value}} thereof as derived from the mid price or rate bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by {{pgmslaprov|Lender}},
in each case at {{pgmslaprov|Close of Business}} on the previous {{pgmslaprov|Business Day}}, or as specified in the Schedule, unless agreed otherwise or, at the option of either Party where in its reasonable opinion there has been an exceptional movement in the price of the asset in question since such time, the latest available price as determined by {{pgmslaprov|Lender}}, plus (in each case):
::{{pgmslaprov|2.1(a)(iii)}} the aggregate amount of {{pgmslaprov|Income}} which has accrued but not yet been paid in respect of the {{pgmslaprov|Securities}} or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} concerned to the extent not included in such price,
::provided that the price of {{pgmslaprov|Securities}} or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} that are suspended or that cannot legally be transferred, credited or that are transferred or credited or required to be transferred or credited to a government, trustee or third party (whether by reason of nationalisation, expropriation or otherwise) shall for all purposes be a commercially reasonable price agreed between the {{pgmslaprov|Parties}}, or absent agreement, be a price provided by a third party dealer agreed between the {{pgmslaprov|Parties}}, or if the {{pgmslaprov|Parties}} do not agree a third party dealer then a price based on quotations provided by the {{pgmslaprov|Reference Dealers}}. If more than three quotations are provided, the {{pgmslaprov|Market Value}} will be the arithmetic mean of the prices, without regard to the quotations having the highest and lowest prices. If three quotations are provided, the {{pgmslaprov|Market Value}} will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest or lowest price, then one of such quotations shall be disregarded. If fewer than three quotations are provided, the {{pgmslaprov|Market Value}} of the relevant {{pgmslaprov|Securities}} or {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined by the Party making the determination of {{pgmslaprov|Market Value}} acting reasonably;
:{{pgmslaprov|2.1(b)}} in relation to the valuation of {{pgmslaprov|Collateral}} on any date and subject as provided below, the {{pgmslaprov|Market Value}} of such {{pgmslaprov|Collateral}} determined in accordance with the valuation method specified in the {{pgmslaprov|Control Agreement}} as adjusted to take into account any applicable haircut or margin percentage specified in the {{pgmslaprov|Control Agreement}}, provided that, the value of {{pgmslaprov|Collateral}} that is suspended or that cannot legally be transferred, credited or that is transferred or credited or required to be transferred or credited to a government, trustee or third party (whether by reason of nationalisation, expropriation or otherwise) shall for all purposes be deemed to be zero;
:{{pgmslaprov|Nominee}} means a {{pgmslaprov|Nominee}} or agent appointed by either Party to accept {{pgmslaprov|Delivery}} of, hold or deliver {{pgmslaprov|Securities}}, {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} and/or {{pgmslaprov|Collateral}} or to receive or make payments on its behalf;
:{{pgmslaprov|Non-Defaulting Party}} has the meaning given in paragraph 10;
:{{pgmslaprov|Notification Time}} means the time specified in paragraph 1.2 of the Schedule;
:{{pgmslaprov|Parties}} means {{pgmslaprov|Lender}} and {{pgmslaprov|Borrower}} and Party shall be construed accordingly;
:{{pgmslaprov|Posted Collateral}} means all {{pgmslaprov|Collateral}}, interest, {{pgmslaprov|Income}}, other property and all proceeds of any of the foregoing that have been credited to or received into the relevant {{pgmslaprov|Secured Account}} or otherwise credited to the relevant {{pgmslaprov|Secured Account}} by {{pgmslaprov|Custodian}} (excluding any such {{pgmslaprov|Collateral}} delivered to {{pgmslaprov|Borrower}} from such {{pgmslaprov|Secured Account}} pursuant to paragraph 5.3(b) on the instruction of {{pgmslaprov|Lender}});
:{{pgmslaprov|Reference Dealers}} means, in relation to any {{pgmslaprov|Securities}}, {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} or {{pgmslaprov|Collateral}}, four leading dealers in the relevant {{pgmslaprov|Securities}} selected by the Party making the determination of {{pgmslaprov|Market Value}} in good faith;
:{{pgmslaprov|Required Collateral Value}} has the meaning given in paragraph 5.3;
:{{pgmslaprov|Sales Tax}} means value added tax and any other {{pgmslaprov|Tax}} of a similar nature (including, without limitation, any {{pgmslaprov|Sales Tax}} of any relevant jurisdiction);
:{{pgmslaprov|Secured Account}} has the meaning given in the {{pgmslaprov|Security Agreement}};
:{{pgmslaprov|Security Agreement}} means the agreement or instrument specified as such in paragraph 2 of the Schedule;
:{{pgmslaprov|Settlement Date}} means the date upon which {{pgmslaprov|Securities}} are due to be delivered to {{pgmslaprov|Borrower}} in accordance with this Agreement;
:{{pgmslaprov|Stamp Tax}} means any stamp, transfer, registration, documentation or similar {{pgmslaprov|Tax}};
:{{pgmslaprov|Tax}} means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) imposed by any government or other taxing authority in respect of any transaction effected pursuant to or contemplated by, or any payment under or in respect of, this Agreement; and
:{{pgmslaprov|Unsettled Loans}} means, at any time, any Loans in respect of which the relevant {{pgmslaprov|Securities}} have not yet been delivered by {{pgmslaprov|Lender}} to {{pgmslaprov|Borrower}}.
{{pgmslaprov|2.2}} {{pgmslaprov| Headings}}
:All headings appear for convenience only and shall not affect the interpretation of this Agreement.
{{pgmslaprov|2.3}} {{pgmslaprov| Market terminology}}
:Notwithstanding the use of expressions such as “borrow”, “lend” etc. which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to {{pgmslaprov|Securities}} “borrowed” or “lent” shall pass from {{pgmslaprov|Lender}} to {{pgmslaprov|Borrower}} as provided for in this Agreement, {{pgmslaprov|Borrower}} being obliged to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}.
{{pgmslaprov|2.4}} {{pgmslaprov| Currency conversions}} <br>
:Subject to paragraph 11, for the purposes of determining any prices, sums or values (including, without limitation, the {{pgmslaprov|Market Value}} of {{pgmslaprov|Securities}} and {{pgmslaprov|Required Collateral Value}}) prices, sums or values stated in currencies other than the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the latest available spot rate of exchange quoted by a bank selected by {{pgmslaprov|Lender}} (or if an {{pgmslaprov|Event of Default}} has occurred in relation to {{pgmslaprov|Lender}}, by {{pgmslaprov|Borrower}}) in the London inter-bank market for the purchase of the {{pgmslaprov|Base Currency}} with the currency concerned on the day on which the calculation is to be made or, if that day is not a {{pgmslaprov|Business Day}}, the spot rate of exchange quoted at {{pgmslaprov|Close of Business}} on the immediately preceding {{pgmslaprov|Business Day}} on which such a quotation was available.
{{pgmslaprov|2.5}} The {{pgmslaprov|Parties}} confirm that the introduction of and/or substitution (in place of an existing currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under, any term of the Agreement or any Loan thereunder, nor give a Party the right unilaterally to alter or terminate the Agreement or any Loan thereunder. {{pgmslaprov|Securities}} will for the purposes of this Agreement be regarded as {{pgmslaprov|Equivalent}} to other {{pgmslaprov|Securities}} notwithstanding that as a result of such introduction and/or substitution those {{pgmslaprov|Securities}} have been redenominated into the new currency or the nominal value of the {{pgmslaprov|Securities}} has changed in connection with such redenomination.
{{pgmslaprov|2.6}} Modifications etc. to legislation
:Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or re-enactment thereof for the time being in force.
{{pgmslaprov|3}} {{pgmslaprov| Loans of Securities}}  
{{pgmslaprov|3}} {{pgmslaprov| Loans of Securities}}  
{{pgmslaprov|3.1}} {{pgmslaprov|Loans}} <br>
{{pgmslaprov|3.1}} {{pgmslaprov|Loans}} <br>
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:Subject to paragraph {{pgmslaprov|11}} and the terms of the relevant Loan, {{pgmslaprov|Lender}} shall be entitled to terminate a Loan and to call for the {{pgmslaprov|Delivery}} of all or any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} at any time by giving notice on any {{pgmslaprov|Business Day}} of not less than the standard settlement time for such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} on the exchange or in the clearing organisation through which the {{pgmslaprov|Loaned Securities}} were originally delivered. {{pgmslaprov|Borrower}} shall deliver such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} not later than the expiry of such notice in accordance with {{pgmslaprov|Lender}}'s instructions.
:Subject to paragraph {{pgmslaprov|11}} and the terms of the relevant Loan, {{pgmslaprov|Lender}} shall be entitled to terminate a Loan and to call for the {{pgmslaprov|Delivery}} of all or any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} at any time by giving notice on any {{pgmslaprov|Business Day}} of not less than the standard settlement time for such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} on the exchange or in the clearing organisation through which the {{pgmslaprov|Loaned Securities}} were originally delivered. {{pgmslaprov|Borrower}} shall deliver such {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} not later than the expiry of such notice in accordance with {{pgmslaprov|Lender}}'s instructions.
{{pgmslaprov|8.2}} '''{{pgmslaprov|Borrower’s right to terminate a Loan}}''' <br>
{{pgmslaprov|8.2}} '''{{pgmslaprov|Borrower’s right to terminate a Loan}}''' <br>
:Subject to the terms of the relevant {{gmslaprov|Loan}}, {{pgmslaprov|Borrower}} shall be entitled at any time to terminate a Loan and to deliver all and any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} due and outstanding to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instructions and {{pgmslaprov|Lender}} shall accept such {{pgmslaprov|Delivery}}.
:Subject to the terms of the relevant {{pgmslaprov|Loan}}, {{pgmslaprov|Borrower}} shall be entitled at any time to terminate a Loan and to deliver all and any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} due and outstanding to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instructions and {{pgmslaprov|Lender}} shall accept such {{pgmslaprov|Delivery}}.
{{pgmslaprov|8.3}} '''{{pgmslaprov|Non-Defaulting Party's right to terminate all Loans}}''' <br>  
{{pgmslaprov|8.3}} '''{{pgmslaprov|Non-Defaulting Party's right to terminate all Loans}}''' <br>  
:If any of the events specified in sub-paragraphs (a) to (j) inclusive of paragraph 10.1 has occurred and is continuing and provided always that no {{pgmslaprov|Event of Default}} has occurred, and notwithstanding the scheduled termination dates of the relevant Loans, the {{pgmslaprov|Non-Defaulting Party}} shall be entitled on any {{pgmslaprov|Business Day}} to terminate all Loans by giving written notice to {{pgmslaprov|Defaulting Party}} of such election under this paragraph 8.3 and, where the {{pgmslaprov|Non-Defaulting Party}} gives such a notice, (i) each such Loan will terminate on the expiry of the standard settlement time commencing on the date on which the {{pgmslaprov|Non-Defaulting Party}}'s notice was given and {{pgmslaprov|Borrower}} will, in respect of each such Loan, not later than such expiration date deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in respect of the relevant Loan to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instruction and (ii) any amounts accrued under paragraph 7 shall be accelerated and immediately payable. For the avoidance of doubt, if {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with this paragraph, {{pgmslaprov|Lender}} will be entitled to exercise the remedies provided to it in paragraph 9.1.
:If any of the events specified in sub-paragraphs (a) to (j) inclusive of paragraph 10.1 has occurred and is continuing and provided always that no {{pgmslaprov|Event of Default}} has occurred, and notwithstanding the scheduled termination dates of the relevant Loans, the {{pgmslaprov|Non-Defaulting Party}} shall be entitled on any {{pgmslaprov|Business Day}} to terminate all Loans by giving written notice to {{pgmslaprov|Defaulting Party}} of such election under this paragraph 8.3 and, where the {{pgmslaprov|Non-Defaulting Party}} gives such a notice, (i) each such Loan will terminate on the expiry of the standard settlement time commencing on the date on which the {{pgmslaprov|Non-Defaulting Party}}'s notice was given and {{pgmslaprov|Borrower}} will, in respect of each such Loan, not later than such expiration date deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in respect of the relevant Loan to {{pgmslaprov|Lender}} in accordance with {{pgmslaprov|Lender}}'s instruction and (ii) any amounts accrued under paragraph 7 shall be accelerated and immediately payable. For the avoidance of doubt, if {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with this paragraph, {{pgmslaprov|Lender}} will be entitled to exercise the remedies provided to it in paragraph 9.1.
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{{pgmslaprov|9.1}} '''{{pgmslaprov|Borrower’s failure to deliver Equivalent Securities}}''': If {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with paragraph 8.1 to 8.3 {{pgmslaprov|Lender}} may:
{{pgmslaprov|9.1}} '''{{pgmslaprov|Borrower’s failure to deliver Equivalent Securities}}''': If {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} in accordance with paragraph 8.1 to 8.3 {{pgmslaprov|Lender}} may:
:{{pgmslaprov|9.1(a)}} elect to continue the Loan (which, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.3); or
:{{pgmslaprov|9.1(a)}} elect to continue the Loan (which, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.3); or
:{{pgmslaprov|9.1(b)}} at any time while such failure continues, by written notice to {{pgmslaprov|Borrower}} declare that that Loan (but only that Loan) shall be terminated immediately in accordance with paragraph {{gmslaprov|11.2}} as if (i) an {{pgmslaprov|Event of Default}} had occurred in relation to {{pgmslaprov|Borrower}}, (ii) references to the Termination Date were to the date on which notice was given under this sub-paragraph, and (iii) the {{pgmslaprov|Loan}} were the only {{pgmslaprov|Loan}} outstanding. For the avoidance of doubt, any such failure shall not constitute an {{pgmslaprov|Event of Default}} (including under paragraph {{gmslaprov|10.1(i)}}) unless the {{pgmslaprov|Parties}} otherwise agree.
:{{pgmslaprov|9.1(b)}} at any time while such failure continues, by written notice to {{pgmslaprov|Borrower}} declare that that Loan (but only that Loan) shall be terminated immediately in accordance with paragraph {{pgmslaprov|11.2}} as if (i) an {{pgmslaprov|Event of Default}} had occurred in relation to {{pgmslaprov|Borrower}}, (ii) references to the Termination Date were to the date on which notice was given under this sub-paragraph, and (iii) the {{pgmslaprov|Loan}} were the only {{pgmslaprov|Loan}} outstanding. For the avoidance of doubt, any such failure shall not constitute an {{pgmslaprov|Event of Default}} (including under paragraph {{pgmslaprov|10.1(i)}}) unless the {{pgmslaprov|Parties}} otherwise agree.
{{pgmslaprov|9.2}} '''{{pgmslaprov|Failure by either Party to deliver or instruct Delivery}}''': Where {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, or {{pgmslaprov|Lender}} fails to instruct {{pgmslaprov|Custodian}} to deliver {{pgmslaprov|Posted Collateral}}, in either case by the time required under this Agreement or within such other period as may be agreed between such Party (the Transferor) and the other Party (the Transferee), and the Transferee:
{{pgmslaprov|9.2}} '''{{pgmslaprov|Failure by either Party to deliver or instruct Delivery}}''': Where {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}}, or {{pgmslaprov|Lender}} fails to instruct {{pgmslaprov|Custodian}} to deliver {{pgmslaprov|Posted Collateral}}, in either case by the time required under this Agreement or within such other period as may be agreed between such Party (the Transferor) and the other Party (the Transferee), and the Transferee:
:{{pgmslaprov|9.2(a)}} incurs interest, overdraft or similar costs and expenses; or
:{{pgmslaprov|9.2(a)}} incurs interest, overdraft or similar costs and expenses; or
Line 162: Line 94:
{{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs 11.2 to 11.8 below shall apply. <br>  
{{pgmslaprov|11.1}} If an {{pgmslaprov|Event of Default}} occurs in relation to either Party then paragraphs 11.2 to 11.8 below shall apply. <br>  
{{pgmslaprov|11.2}} {{pgmslaprov|Borrower}}'s {{pgmslaprov|Delivery}} and payment obligations (and any other obligations {{pgmslaprov|Borrower}} has under the Agreement including, without limitation, any obligation to pay amounts which have accrued under paragraph 7) shall be accelerated so as to require performance thereof at the time such {{pgmslaprov|Event of Default}} occurs (the date of which shall be the Termination Date) so that performance of such obligations shall be effected only in accordance with the following provisions. <br>  
{{pgmslaprov|11.2}} {{pgmslaprov|Borrower}}'s {{pgmslaprov|Delivery}} and payment obligations (and any other obligations {{pgmslaprov|Borrower}} has under the Agreement including, without limitation, any obligation to pay amounts which have accrued under paragraph 7) shall be accelerated so as to require performance thereof at the time such {{pgmslaprov|Event of Default}} occurs (the date of which shall be the Termination Date) so that performance of such obligations shall be effected only in accordance with the following provisions. <br>  
:{{pgmslaprov|11.2(a)}} The {{pgmslaprov|Default Market Value}} of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to be delivered by {{pgmslaprov|Borrower}} and any amount (including interest accrued) to be paid by {{pgmslaprov|Borrower}} shall be established by the {{pgmslaprov|Non-Defaulting Party}} in accordance with paragraph {{gmslaprov|11.4}} and deemed as at the {{gmslaprov|Termination Date}}.
:{{pgmslaprov|11.2(a)}} The {{pgmslaprov|Default Market Value}} of the {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} to be delivered by {{pgmslaprov|Borrower}} and any amount (including interest accrued) to be paid by {{pgmslaprov|Borrower}} shall be established by the {{pgmslaprov|Non-Defaulting Party}} in accordance with paragraph {{pgmslaprov|11.4}} and deemed as at the {{pgmslaprov|Termination Date}}.
:{{pgmslaprov|11.2(c)}} On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each Party to the other under this Agreement (on the basis that {{pgmslaprov|Lender}}’s claim against {{pgmslaprov|Borrower}} in respect of {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} is equal to the {{pgmslaprov|Default Market Value}} thereof) and the sums due from one Party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the next following {{pgmslaprov|Business Day}} after such account has been taken and such sums have been set off in accordance with this paragraph. For the purposes of this calculation, any sum not denominated in the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the spot rate prevailing at such dates and times determined by the {{pgmslaprov|Non-Defaulting Party}} acting reasonably.
:{{pgmslaprov|11.2(c)}} On the basis of the sums so established, an account shall be taken (as at the Termination Date) of what is due from each Party to the other under this Agreement (on the basis that {{pgmslaprov|Lender}}’s claim against {{pgmslaprov|Borrower}} in respect of {{pgmslaprov|Delivery}} of {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} is equal to the {{pgmslaprov|Default Market Value}} thereof) and the sums due from one Party shall be set off against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the next following {{pgmslaprov|Business Day}} after such account has been taken and such sums have been set off in accordance with this paragraph. For the purposes of this calculation, any sum not denominated in the {{pgmslaprov|Base Currency}} shall be converted into the {{pgmslaprov|Base Currency}} at the spot rate prevailing at such dates and times determined by the {{pgmslaprov|Non-Defaulting Party}} acting reasonably.
{{pgmslaprov|11.3}} For the purposes of this Agreement, the {{pgmslaprov|Default Market Value}} of any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose:
{{pgmslaprov|11.3}} For the purposes of this Agreement, the {{pgmslaprov|Default Market Value}} of any {{pgmslaprov|Equivalent}} {{pgmslaprov|Securities}} shall be determined in accordance with paragraphs 11.4 to 11.6 below, and for this purpose:
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