Stock lending agreement comparison

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2010 GMSLA 2018 Pledge GMSLA 1995 OSLA Master Repurchase Agreement
1. Applicability

2. Interpretation

2.1 Definitions
Act of Insolvency
Agency Annex
Alternative Collateral
Applicable Law
Automatic Early Termination
Base Currency
Business Day
Buy In
Cash Collateral
Close of Business
Collateral
Defaulting Party
Delivery
Designated Office
Equivalent or equivalent to
Income
Income Record Date
Letter of Credit
Loaned Securities
Margin
Market Value
Nominee
Non Cash Collateral
Non Defaulting Party
Notification Time
Parties
Posted Collateral
Reference Dealers
Required Collateral Value
Sales Tax
Settlement Date
Stamp Tax
Tax
2.2 Headings
2.3 Market terminology
2.4 Currency conversions
2.5
2.6 Modifications etc. to legislation

3. Loans of Securities
4.1 Delivery

4.1 Delivery of Securities on commencement of Loan
4.2 Requirements to effect Delivery
4.3 Deliveries to be simultaneous unless otherwise agreed
4.4 Deliveries of Income

5. Collateral

5.1 Delivery of Collateral on commencement of a Loan
5.2 Deliveries through securities settlement systems generating automatic payments
5.3 Substitutions of Collateral
5.4 Marking to Market of Collateral during the currency of a Loan on aggregated basis
5.5 Marking to Market of Collateral during the currency of a Loan on a Loan by Loan basis
5.6 Requirements to deliver excess Collateral
5.7 (Attribution of Collateral to Loans)
5.8 Timing of repayments of excess Collateral or deliveries of further Collateral
5.9 Substitutions and extensions of Letters of Credit

6. Distributions and Corporate Actions

7. Rates applicable to Loaned Securities and Cash Collateral

7.1 Rates in respect of Loaned Securities
7.2 Rates in respect of Cash Collateral
7.3 Payment of rates

8. Delivery of Equivalent Securities

8.1. Lender’s right to terminate a Loan
8.2. Borrower’s right to terminate a Loan
8.3. Delivery of Equivalent Securities on termination of a Loan
8.4. Delivery of Equivalent Collateral on termination of a Loan
8.5. Delivery of Letters of Credit
8.6. Delivery obligations to be reciprocal

9. Failure to Deliver

9.1 Borrower’s failure to deliver Equivalent Securities
9.2 Lender’s failure to deliver Equivalent Collateral
9.3 Failure by either Party to deliver

10. Events of Default

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
10.2 Notification of Events of Default
10.3 Complete statement of remedies
10.4 No consequential loss

11. Consequences of an Event of Default

11.1 Application of 11.2 to 11.7 following Event of Default
11.2 Delivery and payment obligations following Event of Default
11.3 Definition of Default Market Value
11.4 Determination of Default Market Value
11.5 Net Value determination where unable to sell Securities
11.6 Where Non-Defaulting Party has not determined Default Market Value
11.7 Other costs, expenses and interest payable in consequence of an Event of Default
11.8 Set-off

12. Taxes

12.1. Withholding, gross up and provision of information
12.2. Deduction
12.3. Cooperation
12.4. Stamp Tax
12.5. Tax indemnity
12.6. Sales Tax
12.7. Retrospective changes in law

13. Lender’s Warranties
14. Borrower’s Warranties
15. Interest on Outstanding Payments
16. Termination of this Agreement
17. Single Agreement
18. Severance
19. Specific Performance
20. Notices
21. Assignment
22. Non Waiver
23. Governing Law and Jurisdiction
24. Time
25. Recording
26. Waiver of Immunity
27. Miscellaneous

27.1 - Entire agreement
27.2 - Warranty as to text
27.3 - Amendments
27.4 - Existing Loans
27.5 - Automation
27.6 - Survival on termination of obligations
27.7 - Survival on termination of warranties
27.8 - Rights cumulative
27.9 - Counterparts
27.10 - Contracts (Rights of Third Parties) Act 1999
1. Applicability

2. Interpretation

2.1 Definitions
Act of Insolvency
Applicable Law
Base Currency
Business Day
Buy In
Cash
Cash Collateral
Close of Business
Collateral
Control Agreement
Custodian
Defaulting Party
Delivery
Designated Office
Equivalent or equivalent to
Income
Income Record Date
Letter of Credit
Loaned Securities
Margin
Market Value
Nominee
Non Defaulting Party
Notification Time
Parties
Posted Collateral
Reference Dealers
Required Collateral Value
Sales Tax
Secured Account
Security Agreement
Settlement Date
Stamp Tax
Tax
Template:Pgmslaprovv
2.2 Headings
2.3 Market terminology
2.4 Currency conversions
2.5
2.6 Modifications etc. to legislation

3. Loans of Securities
4. Delivery

4.1. Delivery of Securities on commencement of Loan
4.2. Requirements to effect Delivery
4.3. Deliveries of Income

5. Collateral

5.1 Delivery of Collateral on commencement of a Loan
5.2 Deliveries through securities settlement systems generating automatic payments
5.3 Marking to Market of Collateral during the currency of a Loan
5.4 Instructions relating to the Required Collateral Value and responsibility for the Custodian

6. Distributions and Corporate Actions

7. Rates Applicable to Loaned Securities
8. Delivery of Equivalent Securities

8.1. Lender’s right to terminate a Loan
8.2. Borrower’s right to terminate a Loan
8.3. Non-Defaulting Party’s right to terminate all Loans
8.4. Delivery of Equivalent Securities on termination of a Loan

9. Failure to Deliver

9.1 Borrower’s failure to deliver Equivalent Securities
9.2 Failure by either Party to deliver or instruct delivery

10. Events of Default

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
10.1(j): Default under Security Agreement
10.2 Notification of Events of Default
10.3 No consequential loss

11. Consequences of an Event of Default

11.1 Application of 11.2 to 11.8 following Event of Default
11.2 Delivery and payment obligations following Event of Default
11.3 Definition of Default Market Value
11.4 Determination of Default Market Value
11.5 Net Value determination where unable to sell Securities
11.6 Where Non-Defaulting Party has not determined Default Market Value
11.7 Other costs, expenses and interest payable in consequence of an Event of Default
11.8 Set-off

12. Taxes

12.1. Withholding, gross up and provision of information
12.2. Deduction
12.3. Cooperation
12.4. Stamp Tax
12.5. Tax indemnity
12.6. Sales Tax
12.7. Retrospective changes in law

13. Lender’s Warranties
14. Borrower’s Warranties
15. Interest on Outstanding Payments
16. Termination of this Agreement
17. Single Agreement
18. Severance
19. Specific Performance
20. Notices
21. Assignment
22. Non-Waiver
23. Governing Law and Jurisdiction
24. Time
25. Recording
26. Waiver of Immunity
27. Expenses

Preamble

1 Interpretation

Act of Insolvency
Agent
Alternative Collateral
Appropriate Tax Vouchers
Approved UK Collecting Agent
Approved Intermediary
Assured Payment
Assured Payment Agreement
Base Currency
Bid Price
Bid Value
Borrower
Borrowing Request
Business Day
Cash Collateral
Central Gilts Office
CGO
CGO Collateral
CGO Rules
Close of Business
Collateral
Defaulting Party
Equivalent Collateral
Collateral equivalent to
Equivalent Securities
Event of Default
Income
Income Payment Date
Lender
Manufactured Dividend
Margin
Nominee
Non-Defaulting Party
Offer Price
Offer Value
Parties
Performance Date
Principal
Reference Price
Relevant Payment Date
Rules
Securities
Settlement Bank
Settlement Date
Stock Exchange
Value

2. Loans of Securities
3. Delivery of Securities
4. Rights and title
a(A) (Documents of title)
4(B) (Income)

4(B)(i) (Income Payment Dates)
4(B)(ii) (Manufactured Dividends)
4(B)(iii) (Tax deductions on Manufactured Dividends)
4(B)(iv) (Payment through an Approved UK Intermediary or Approved UK Collecting Agent)
4(B)(v) (Interest)
4(B)(vi) (Voting rights)
4(B)(vii) (Conversion rights, etc.)
4(B)(viii) (Payments under this Clause)

5. Rates
6. Collateral
7. Redelivery of Equivalent Securities

7(A) Borrower’s undertaking to redeliver Equivalent Securities
7(B) Lender’s right to call for redelivery of Equivalent Securities
7(C) Lender’s election where Borrower does not return Equivalent Securities
7(D) Borrower to pay reasonable costs of any Buy-in
7(E) Borrower’s right to terminate loans
7(F) Redelivery of Talisman certificates

8 Set-off etc.

8(A) Redelivery on the Performance Date
8(B) Acceleration on Event of Default
8(C) Relevant Value
8(D) Bid Value and Offer Value
8(E) Buy Ins
8(F) Non Cash Securities as Collateral
8(G) Event of Default on failure to redeliver
8(H) Waiver in case of practical difficulties redelivering

9. Taxation
10. Lender’s Warranties
11. Borrower’s Warranties
12. Events of Default
13. Outstanding Payments
14. Transactions Entered into as Agent
15. Termination of Course of Dealings by Notice
16. Governing Practices
17. Observance of Procedures
18. Severance
19. Specific Performance
20. Notices
21. Assignment
22. Non-Waiver
23. Arbitration and Jurisdiction
24. Time
25. Recording
26. Governing Law
Schedule
Appendix

Template:1995 MRA TOC