Template:2018 Pledge GMSLA TOC

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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
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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