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The Stock Loan Agreement serves as the primary contractual framework for securities lending transactions in the Irish market, aligned with both domestic Irish law and European Union regulations. This document is essential when parties wish to engage in securities lending activities, whether for short selling, coverage of settlement failures, or market-making purposes. It details crucial aspects such as the transfer mechanics, collateral requirements, corporate actions handling, and default procedures. The agreement is designed to comply with Irish financial services regulations, including the European Union (Securities Financing Transactions) Regulations 2017 and relevant Central Bank of Ireland requirements. It incorporates market standard provisions while allowing customization for specific transaction needs and party requirements.

1. Parties: Identification of the lender and borrower, including their registered addresses and company details

2. Background: Context of the agreement and brief description of the parties' intentions

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

4. Loans of Securities: Core provisions regarding the lending and borrowing of securities, including initiation process and conditions precedent

5. Transfer of Securities: Procedures and requirements for the transfer of securities between parties

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

7. Margin Maintenance: Procedures for calculating, monitoring, and adjusting margin requirements

8. Income and Corporate Actions: Treatment of dividends, rights issues, and other corporate actions affecting the loaned securities

9. Fees and Charges: Lending fees, rates, and payment arrangements

10. Tax Provisions: Treatment of taxes, including withholding tax and manufactured payments

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

12. Covenants: Ongoing obligations of the parties during the term of the agreement

13. Events of Default: Circumstances constituting default and consequences thereof

14. Termination: Provisions for termination of loans and the agreement itself

15. Set-off Rights: Rights of parties to set off obligations against each other

16. Governing Law and Jurisdiction: Specification of Irish law as governing law and jurisdiction for disputes