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ICMA Workshop: GMRA Masterclass – a clause-by-clause analysis & Annex I negotiation
Date and Venue

Date: 11-12 October 2018

Time - Day 1: 08.45-18.00
Time - Day 2:

International Capital Market Association (ICMA) Limited
23 College Hill

Workshop Overview

This two-day advanced-level workshop systematically reviews the Global Master Repurchase Agreement (GMRA) 2011 clause by clause, giving a thorough grounding in all of its key provisions and the most commonly-used Annexes. An experienced repo negotiator conducts a case study of a typical negotiation of Annex I, offering hints and tips on the most effective approach for both sell-side and buy-side counterparties.

The course is aimed at legal and documentation professionals, credit risk analysts and default management teams within financial institutions, law firms and others active in the repo market who work with the GMRA on a daily basis.

The course assumes that participants have completed the intermediate-level ICMA Repo and Securities Lending Workshop and therefore have mastered the core commercial, operational and legal aspects of repo and the GMRA.

Day One

08.45   Registration, Tea & Coffee

09:15   GMRA architecture
A refresher on the GMRA architecture comprised of the master agreement, Annexes, confirmations and Protocols

09:30       GMRA 2011 clause-by-clause analysis: (1) The framework

An analysis of the scope and coverage of the GMRA, the key definitions and their implications, the standard representations and warranties and the main GMRA boilerplate provisions
•    Paragraph 1 (Applicability)
•    Paragraph 2 (Definitions)
•    Paragraph 9 (Representations)
•    Paragraph 13 (Single Agreement)
•    Paragraph 14 (Notices and Other Communications)
•    Paragraph 15 (Entire Agreement; Severability)
•    Paragraph 16 (Non-assignability; Termination)
•    Paragraph 17 (Governing Law)
•    Paragraph 18 (No Waivers, etc.)
•    Paragraph 19 (Waiver of Immunity)
•    Paragraph 20 (Recording)
•    Paragraph 21 (Third Party Rights)

10:45   Break

11:05   GMRA 2011 clause-by-clause analysis: (2) Transaction execution and scheduled payments/deliveries
A contractual analysis of the GMRA’s provisions on the entry into, confirmation and settlement of transactions, standard payment and delivery provisions, income payments and SFTR disclosure compliance
•    Paragraph 3 (Initiation; Confirmation; Termination)
•    Paragraph 6 (Payment and Transfer)
•    Paragraph 7 (Contractual Currency)
•    Paragraph 5 (Income Payments)
•    SFTR Information Statement

12:30   Lunch

13:30   GMRA 2011 clause-by-clause analysis: (3) Margin maintenance and substitution

In this section, we will focus on the contractual requirements for making and satisfying margin calls and the alternatives of repricing and adjustment, followed by a review of the substitution provisions
•    Paragraph 4 (Margin Maintenance)
•    Paragraph 8 (Substitution)

15:00   Break

15:20   GMRA 2011 Annexes: introduction to GMRA 2011 Annexes and key Annexes in depth
In this session we will introduce the separate published GMRA 2011 Annexes (Agency Annex & Addendum, Bills Annex, Buy/Sell Back Annex, Canadian Annex, Equities     Annex, Gilts Annex, Italian Annex, Russian Annex) and will conduct an in-depthreview of the most frequently used Annexes
•    Buy/Sell Back Annex
•    Equities Annex
•    Agency Annex

17:00   Networking drinks reception

18.00   Close of Day One

Day Two

09:00   Arrival coffee

09:15   GMRA 2011 clause-by-clause analysis: (4) Events of Default and termination events
A detailed contractual analysis of the GMRA’s Events of Default, the Default Market Value concept, mini close-outs and set-off
•    Paragraph 10 (Events of Default)
•    2011 GMRA Protocol (Revised)
•    Paragraph 11 (Tax Event)
•    Paragraph 12 (Interest)
•    Paragraph 14 (Notices and Other Communications – Special Default Notices)

10:45   Break

11:05   GMRA 2011 clause-by-clause analysis: (4) Events of Default and termination

Events (continued)

12:30   Lunch

13:30   Netting opinions
In this session, we will consider netting opinions: What are they for? How should you review them? When should you seek a bespoke or top-up opinion?

15:00   Break

15:15   GMRA Annex I: standard Annex I and negotiation
In this session we will walk through the standard Annex I to the GMRA, also discussing key negotiating points

16:45    Close of Day Two

Close of Course
Please note that ICMA reserves the right to make changes to this agenda