UK Law and Practice Contributed by: Carolyn Jackson, Nathaniel Lalone, Christopher Collins and Ciara McBrien, Katten Muchin Rosenman UK LLP (Katten)
participants to amend their CSAs with multiple coun - terparties to comply with the UMRs. IM Under UK EMIR, as further detailed in the UMRs, par - ties to a derivatives agreement are required to post IM if they have uncleared derivatives portfolios with an aggregate average notional amount exceeding certain thresholds. At a minimum, parties will likely need the following suite of documentation regarding the posting of IM: • a collateral agreement between the parties – the relevant CSA, CSD or collateral transfer agreement and security agreement (where posted collateral is held outside the UK or with Euroclear/Clearstream); • an account control agreement – a tripartite agree - ment between the parties and the custodian, which sets out control and access provisions in accord - ance with the relevant segregation requirements under the applicable margin rules; • an eligible collateral schedule between the parties; • a custody agreement between a party and the custodian; and • a Euroclear/Clearstream representative agreement – required where the counterparty posts IM via Global Master Repurchase Agreement (GMRA) Repurchase (repo) transactions can be documented individually, but they are typically documented under a master agreement. The International Capital Market Association (ICMA) and the Securities Industry and Financial Markets Association (SIFMA) have published standard forms of the repo master agreement, namely the GMRA. The 2011 version of the GMRA is generally used to Euroclear/Clearstream. 4.1.3 Other Agreements
• annexes: Annex I allows the parties to modify the boilerplate provisions of the GMRA, and certain other annexes can be added to cover particular types of security; and • confirmation: this contains the commercial terms of each repo transaction. Global Master Securities Lending Agreement (GMSLA) Securities lending transactions are usually document - ed by the GMSLA, which is a market standard master agreement produced by the International Securities Lending Association (ISLA). The ISLA is a trade asso - ciation representing the interests of participants in the securities lending market. The GMSLA was originally drafted to comply with Eng - lish law on securities lending. It has been developed as a market standard for securities lending and sets out the obligations of the borrower and the lender. It is now recognised as the most-used agreement in the UK and EU bilateral securities lending market. While various versions of the GMSLA exist, the 2010 version is the most widely used for new trading relationships. The GMSLA is comprised of the following parts: • master agreement – the preprinted form; • schedule – where the parties can amend the pre - printed form; • confirmation – sets out the economic terms of indi - vidual securities lending transactions; and • annexes and addendums – there are various annexes and addendums that the parties might agree to attach to the GMSLA (eg, the agency annex and an addendum for pooled principal agency loans). Master Repurchase Agreement (MRA) The MRA, published by SIFMA, is the primary form of standardised repo agreement used for US repo trans - actions. The latest version of the MRA was published in 1996 by SIFMA. Master Securities Lending Agreement (MSLA) The MSLA, published by SIFMA, is the primary form of standardised agreement used for US securities or stock lending transactions.
document non-US repo transactions. The GMRA is comprised of three parts:
• standard boilerplate legal and credit provisions: these include warranties, events of default, margin - ing provisions and netting provisions;
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