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The Stock Lending Agreement serves as the primary contractual framework for securities lending transactions in the Philippine market. It is essential for financial institutions engaging in securities lending to enhance market liquidity, facilitate settlement, and generate additional revenue from their securities holdings. This agreement is designed to comply with Philippine securities laws, particularly the Securities Regulation Code and SEC Memorandum Circular No. 7, while incorporating international best practices. The document covers crucial aspects such as loan initiation, collateral management, corporate actions, rights and obligations of parties, and default procedures. It is typically used by banks, investment firms, and other financial institutions operating in the Philippine market who need to establish a legally robust framework for their securities lending activities.

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 purpose of the stock lending arrangement and the parties' authority to enter into it

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

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

5. Delivery and Return: Procedures and timing for the delivery of borrowed securities and their return

6. Collateral Requirements: Details of required collateral, including type, amount, and maintenance requirements

7. Fees and Payments: Lending fees, payment procedures, and other financial terms

8. Corporate Actions: Handling of dividends, rights issues, and other corporate actions during the loan period

9. Tax Provisions: Treatment of taxes, including withholding tax obligations and tax indemnities

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: Circumstances and procedures for termination of the agreement or individual loans

13. Dispute Resolution: Procedures for resolving disputes, including jurisdiction and governing law

14. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment