Security Lending Agreement Template for Germany

The Security Lending Agreement serves as the primary contractual framework for securities lending transactions in the German market, enabling financial institutions to facilitate temporary transfers of securities while maintaining proper risk management and regulatory compliance. This document is essential when parties wish to engage in securities lending activities under German jurisdiction, incorporating specific requirements of German banking law, securities regulations, and EU directives. The agreement covers crucial aspects including collateral management, custody arrangements, corporate actions, and default procedures, while ensuring compliance with the German Safe Custody Act (Depotgesetz) and Securities Trading Act (WpHG). It's particularly relevant for institutions seeking to generate additional revenue from their securities holdings or those requiring securities for trading strategies, settlement coverage, or regulatory requirements.

1. Parties: Identification of the lender and borrower, including their legal status and registered addresses

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

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 loan procedures and requirements

5. Delivery and Redelivery: Procedures and obligations for the delivery and return of borrowed securities

6. Collateral: Requirements for posting, maintaining, and returning collateral, including eligible collateral types

7. Mark to Market: Procedures for daily valuation of loaned securities and collateral, including margin calls

8. Income and Corporate Actions: Treatment of dividends, interest, and other corporate actions affecting borrowed securities

9. Tax: Tax obligations and procedures, including withholding tax considerations

10. Events of Default: Definition of default events and consequences

11. Close-out and Set-off: Procedures for termination and netting of obligations

12. Representations and Warranties: Standard legal declarations by both parties

13. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction provisions