Master Securities Loan Agreement Template for Switzerland

The Master Securities Loan Agreement (MSLA) under Swiss law serves as the primary contractual framework for securities lending transactions in the Swiss market and cross-border arrangements involving Swiss entities. This agreement is essential for financial institutions engaging in securities lending activities, providing a standardized yet customizable structure that covers all aspects of securities lending transactions, including loan initiation, collateral requirements, corporate actions, and default scenarios. The document is designed to comply with Swiss financial regulations, including FINMA requirements, while accommodating international market practices. It is particularly relevant for transactions involving Swiss securities, Swiss financial institutions, or where parties prefer Swiss law for its stability and well-established financial jurisprudence.

1. Parties: Identification of the contracting parties including full legal names, addresses, and registration details

2. Background: Context of the agreement and the parties' intentions to enter into securities lending transactions

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation

4. Loans of Securities: Core provisions governing the lending and borrowing of securities, including loan mechanics and procedures

5. Transfer of Securities: Procedures and requirements for the transfer of loaned securities and collateral

6. Collateral Requirements: Provisions regarding posting, maintaining, and returning collateral, including margin requirements

7. Income Payments and Corporate Actions: Treatment of dividends, interest, and other corporate actions affecting loaned securities

8. Rates and Fees: Provisions regarding lending fees, rebate rates, and other applicable charges

9. Tax Provisions: Treatment of tax matters including withholding tax, stamp duty, and tax indemnities

10. Representations and Warranties: Standard and specific representations and warranties of the parties

11. Events of Default: Definition of events of default and their consequences

12. Termination and Close-out: Provisions for termination of loans and the agreement, including close-out procedures

13. Set-off Rights: Rights of set-off and netting provisions

14. Indemnification: Indemnification obligations of the parties

15. General Provisions: Standard contractual provisions including notices, amendments, and assignment