Stock lending agreement comparison

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2010 GMSLA 2018 Pledge GMSLA 1995 OSLA Master Repurchase Agreement
Preamble
Preamble Preamble
Preamble
1. Applicability
1. Applicability 1. Applicability
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. 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
2. Interpretation
2.1 Definitions
Act of Insolvency
Alternative Collateral
Base Currency
Business Day
Cash Collateral
Close of Business
Collateral
Defaulting Party
Designated Office
Equivalent or equivalent to
Income
Income Payment Date
Letter of Credit
Loaned Securities
Margin
Market Value
Nominee
Non-Defaulting Party
Parties
Posted Collateral
Required Collateral Value
Settlement Date
2.2 Headings
2.3 Market terminology
2.4 Currency conversions
2.5 More about currency conversions
2.6 Modifications etc to legislation
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
2. Loans of Securities
3. Loans of Securities
3. Loans of Securities 3. Loans of Securities
3. Delivery 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
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
4. Delivery
4.1. Delivery of Securities on commencement of Loan
4.2. Requirements to effect Delivery
4.3. Deliveries of Income
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. 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
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 redeliver 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
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
5. Rates
6. Distributions and Corporate Actions
6. Distributions and Corporate Actions
6.1 Manufactured Payments
6.2 Income in the form of Securities
6.3 Exercise of voting rights
6.4 Corporate actions
6. Distributions and Corporate Actions
6. Collateral
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
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
7. Rates Applicable to Loaned Securities
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. 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
8. Redelivery of Equivalent Securities
8.1. Delivery of Equivalent Securities on termination of a Loan
8.2. Lender’s right to terminate a Loan
8.3. Borrower’s right to terminate a Loan
8.4. Redelivery of Equivalent Collateral on termination of a Loan
8.5. Redelivery of Letters of Credit
8.6. Redelivery obligations to be reciprocal
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
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. 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
9. Failure to redeliver
9.1 Borrower’s failure to redeliver Equivalent Securities
9.2 Lender’s failure to redeliver Equivalent Collateral
9.3 Failure by either Party to redeliver
9.4 Exercise of buy-in on failure to redeliver
9. Failure to Deliver
9.1 Borrower’s failure to deliver Equivalent Securities
9.2 Failure by either Party to deliver or instruct delivery
9. Taxation
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
10. Set-off etc.
10.1 Definitions for paragraph 10
Bid Price
Bid Value
Offer Price
Offer Value
10.2 Termination of delivery obligations upon Event of Default
10.3 Determination of delivery values upon Event of Default
10.4 Default Valuation Time
10.5 Buy-ins
10.6 Meaning of securities
10.7 Other costs, expenses and interest payable in consequence of an Event of Default
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
10. Lender’s Warranties
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
11. Transfer taxes
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
11. Borrower’s Warranties
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
12. Lender’s warranties
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
12. Events of Default
13. Lender’s Warranties
13. Borrower’s warranties
13. Lender’s Warranties
13. Outstanding Payments
14. Borrower’s Warranties
14. Events of Default
14.1 List of Events of Default
14.1(i): Failure to pay Collateral
14.1(ii): Failure to meet Collateral obligations
14.1(iii): Failure manufacture Income
14.1(iv): Failure to redeliver Securities
14.1(v): Insolvency
14.1(vi): Breach or representation or warranty
14.1(vii): Repudiation
14.1(viii): Suspension from exchange
14.1(ix): Suspension from exchange
14.1(x): Action by regulatory authority
14.2 Notification of Events of Default
14.3 Complete statement of remedies
14.4 No consequential loss
14. Borrower’s Warranties
14. Transactions Entered into as Agent
15. Interest on Outstanding Payments
Template:2000 GMSLA Section 15 TOC 15. Interest on Outstanding Payments
15. Termination of Course of Dealings by Notice
16. Termination of this Agreement
Template:2000 GMSLA Section 16 TOC 16. Termination of this Agreement
16. Governing Practices
17. Single Agreement
Template:2000 GMSLA Section 17 TOC 17. Single Agreement
17. Observance of Procedures
18. Severance
Template:2000 GMSLA Section 18 TOC 18. Severance
18. Severance
19. Specific Performance
Template:2000 GMSLA Section 19 TOC 19. Specific Performance
19. Specific Performance
20. Notices
Template:2000 GMSLA Section 20 TOC 20. Notices
20. Notices
21. Assignment
Template:2000 GMSLA Section 21 TOC 21. Assignment
21. Assignment
22. Non Waiver
Template:2000 GMSLA Section 22 TOC 22. Non-Waiver
22. Non-Waiver
23. Governing Law and Jurisdiction
Template:2000 GMSLA Section 23 TOC 23. Governing Law and Jurisdiction
23. Arbitration and Jurisdiction
24. Time
Template:2000 GMSLA Section 24 TOC 24. Time
24. Time
25. Recording
Template:2000 GMSLA Section 25 TOC 25. Recording
25. Recording
26. Waiver of Immunity
Template:2000 GMSLA Section 26 TOC 26. Waiver of Immunity
26. Governing Law
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
Template:2000 GMSLA Section 27 TOC 27. Expenses
Schedule
Template:2000 GMSLA Section Schedule TOC Schedule
Template:1995 OSLA Section Schedule TOC
Agency Annex
Template:2000 GMSLA Section Appendix TOC Agency Annex
Template:1995 OSLA Section Appendix TOC