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The Stock Borrowing Agreement is a fundamental instrument in Swiss financial markets, enabling financial institutions to temporarily transfer securities while maintaining beneficial ownership. This document is essential when market participants need to cover short positions, facilitate market making activities, or support trading strategies. The agreement must comply with Swiss financial regulations, including FINMA requirements and the Federal Act on Financial Market Infrastructures (FinfraG). It details the terms of borrowing, collateral arrangements, fees, corporate actions, and default procedures, while incorporating Swiss-specific considerations such as stamp duty and withholding tax implications. The document is particularly relevant in the context of Switzerland's role as a major financial center and must align with both domestic and international securities lending practices.

1. Parties: Identification of the lender and borrower, including their regulatory status and contact details

2. Background: Context of the agreement and relationship between the parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including Swiss law-specific terminology

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

5. Delivery and Return: Procedures for delivering borrowed securities and returning them

6. Collateral Requirements: Provisions regarding posting and maintaining collateral, including types and valuation

7. Margin Maintenance: Rules for maintaining required margin levels and making margin transfers

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

9. Fees and Charges: Borrowing fees, costs, and payment terms

10. Tax Provisions: Treatment of taxes, including Swiss stamp duty and withholding tax considerations

11. Representations and Warranties: Standard and transaction-specific representations by both parties

12. Events of Default: Default triggers and consequences

13. Termination: Termination events and procedures

14. Set-off and Netting: Rights of set-off and close-out netting provisions

15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction provisions