The Stock Loan Agreement is a critical document used in the Philippine financial markets to facilitate securities lending transactions between institutional investors, brokers, and other market participants. It is designed to comply with the Philippine Securities Regulation Code (Republic Act No. 8799) and related regulations issued by the Securities and Exchange Commission and Bangko Sentral ng Pilipinas. The agreement covers essential aspects including loan terms, collateral requirements, rights and obligations of parties, corporate actions, voting rights, dividend treatments, and default scenarios. It includes specific provisions required under Philippine law regarding disclosure, reporting, and market conduct. The document is particularly important for market making, settlement coverage, and enhanced portfolio returns in the Philippine securities market.

1. Parties: Identification of the lender and borrower, including their complete legal names, addresses, and registration details

2. Background: Context of the agreement, including the parties' capacity to enter into the agreement and general purpose of the stock loan

3. Definitions and Interpretation: Comprehensive definitions of technical terms, calculation methods, and interpretation rules

4. Loan of Securities: Core provisions detailing the mechanics of the securities lending, including delivery and return obligations

5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated

6. Collateral Requirements: Details of required collateral, marking to market, and collateral maintenance obligations

7. Rights and Obligations: Specific duties of each party, including corporate action provisions and voting rights

8. Fees and Payments: Lending fees, payment mechanisms, and timing of payments

9. Tax Provisions: Treatment of dividends, withholding tax, and other tax-related matters

10. Events of Default: Definition of default events and corresponding remedies

11. Representations and Warranties: Standard and specific representations by each party

12. Regulatory Compliance: Compliance with Philippine securities laws and regulations

13. Notices: Communication procedures between parties

14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction details

15. General Provisions: Standard boilerplate clauses including amendments, assignments, and severability