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1. Parties: Identification of the lender and borrower, including their legal status and registered addresses
2. Background: Context of the agreement and general purpose of the stock lending arrangement
3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules
4. Loans of Securities: Core provisions governing the lending and borrowing of securities, including initiation process and confirmation requirements
5. Transfer of Securities: Mechanics and requirements for the transfer of securities between parties
6. Collateral Requirements: Provisions regarding posting, maintaining, and returning collateral, including margin requirements
7. Distributions and Corporate Actions: Treatment of dividends, rights issues, and other corporate actions affecting the loaned securities
8. Fees and Charges: Lending fees, rates, payment mechanics, and other charges
9. Tax Provisions: Treatment of taxes, including withholding tax and manufactured payments
10. Representations and Warranties: Standard and specific representations and warranties from both parties
11. Events of Default: Definition of events of default and their consequences
12. Termination: Provisions for termination of loans and the agreement, including close-out procedures
13. Set-off Rights: Rights of set-off and netting arrangements
14. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Agency Provisions: Required when either party acts as agent for underlying principals
2. Custody Arrangements: Needed when involving third-party custodians for securities or collateral
3. Electronic Trading Platform: Required when transactions will be executed through specific trading platforms
4. Market Disruption: Provisions dealing with market disruption events and their consequences
5. Force Majeure: Provisions for extraordinary events affecting performance
6. Central Counterparty Provisions: Required when transactions will be cleared through a CCP
7. Buy-in Procedures: Detailed procedures for buy-in rights if needed
8. Sanctions and Compliance: Additional compliance requirements for regulated entities or cross-border transactions
1. Schedule 1 - Form of Loan Confirmation: Standard form for confirming individual loan transactions
2. Schedule 2 - Eligible Securities: List or criteria of securities eligible for lending under the agreement
3. Schedule 3 - Eligible Collateral: Acceptable forms of collateral and applicable haircuts
4. Schedule 4 - Agency Terms: Detailed terms applicable to agency transactions if relevant
5. Schedule 5 - Contact Details: Administrative and operational contact information for both parties
6. Schedule 6 - Fee Schedule: Detailed fee arrangements and calculations
7. Schedule 7 - Systems and Operations: Operational procedures and requirements for executing transactions
8. Appendix A - Standard Settlement Instructions: Settlement and payment instructions for both parties
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