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Share Loan Agreement
"I need a Share Loan Agreement under German law for Deutsche Bank AG lending 100,000 ordinary shares of BMW AG to Goldman Sachs Bank Europe SE, with a 6-month term starting March 1, 2025, including standard collateral requirements and voting rights provisions."
1. Parties: Identification of the Lender and Borrower with their full legal details
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation
4. Loan of Shares: Core terms of the share loan, including identification of shares, quantity, and transfer mechanisms
5. Term and Termination: Duration of the loan and circumstances under which it can be terminated
6. Delivery and Return: Procedures for the initial delivery of shares and their return at termination
7. Lending Fee and Costs: Details of fees payable for the share loan and allocation of transaction costs
8. Rights and Obligations During Loan Period: Parties' rights and obligations while shares are on loan, including voting rights and corporate actions
9. Representations and Warranties: Standard and specific representations and warranties from both parties
10. Tax Provisions: Treatment of tax matters, including responsibility for withholding taxes and tax indemnities
11. Events of Default: Circumstances constituting default and consequential rights of the parties
12. Notices: Process and requirements for formal communications between parties
13. Governing Law and Jurisdiction: Confirmation of German law governance and jurisdiction for disputes
14. Miscellaneous: Standard boilerplate provisions including severability, entire agreement, and amendments
1. Collateral Arrangements: Details of any collateral requirements and management - include if collateral is required to secure the borrower's obligations
2. Multiple Borrowers: Additional provisions for cases involving multiple borrowers - include if more than one borrower is party to the agreement
3. Market Disruption: Provisions dealing with market disruption events - include for longer-term loans or in volatile markets
4. Agency Provisions: Additional terms for cases where either party acts as agent - include if any party is acting in an agency capacity
5. Set-off Rights: Detailed set-off provisions - include if parties have multiple trading relationships
6. Electronic Trading Platform: Provisions for loans executed through electronic platforms - include if relevant to the trading relationship
1. Schedule 1 - Form of Loan Notice: Standard form for requesting and confirming individual loan transactions
2. Schedule 2 - Eligible Shares: List and details of shares eligible for lending under the agreement
3. Schedule 3 - Fee Schedule: Detailed breakdown of lending fees and calculation methodologies
4. Schedule 4 - Settlement Instructions: Detailed instructions for share transfers and payments
5. Schedule 5 - Contact Details: List of authorized representatives and contact information for both parties
6. Appendix A - Required Documentation: List of documents required for regulatory compliance and due diligence
7. Appendix B - Tax Documentation: Forms and certificates required for tax purposes
Authors
Agreement
Authorised Representative
Borrower
Borrowing Request
Business Day
Collateral
Corporate Action
Default Interest
Distribution
Dividend
Early Termination Date
Effective Date
Eligible Shares
Event of Default
Income
Income Payment Date
Lender
Lending Fee
Loan
Loan Date
Loaned Securities
Margin
Market Value
Material Adverse Effect
Notification Time
Payment Date
Potential Event of Default
Record Date
Relevant Exchange
Return Date
Securities
Settlement Date
Share Equivalent
Substitute Payment
Tax
Term
Transfer System
Voting Rights
WpHG
Writing
Clearstream
BaFin
Custody Account
Depository Bank
Frankfurt Stock Exchange
German Banking Day
German Stock Exchange
Manufactured Dividend
Xetra Trading System
Securities Trading Act
Loan of Securities
Delivery of Securities
Return of Securities
Title Transfer
Collateral
Fees and Charges
Payment Terms
Corporate Actions
Voting Rights
Income and Distributions
Representations and Warranties
Covenants
Events of Default
Remedies
Termination
Set-off Rights
Tax Provisions
Market Disruption
Force Majeure
Assignment and Transfer
Notices
Confidentiality
Data Protection
Regulatory Compliance
Anti-Money Laundering
Governing Law
Jurisdiction
Dispute Resolution
Severability
Entire Agreement
Amendments
Third Party Rights
Counterparts
Agency Provisions
Recording of Communications
Electronic Trading
Settlement Instructions
Documentation Requirements
Further Assurance
Banking
Financial Services
Investment Management
Securities Trading
Asset Management
Corporate Finance
Investment Banking
Private Equity
Hedge Funds
Securities Lending
Legal
Compliance
Securities Trading
Risk Management
Operations
Treasury
Portfolio Management
Securities Lending
Settlement
Corporate Finance
Documentation
Trading
Collateral Management
Legal Counsel
Securities Trading Manager
Compliance Officer
Risk Manager
Securities Operations Manager
Portfolio Manager
Trading Desk Manager
Securities Lending Specialist
Corporate Finance Director
Treasury Manager
Investment Manager
Prime Brokerage Manager
Collateral Manager
Settlement Officer
Legal Director
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