The Uncertificated Securities Control Agreement is essential in modern financial transactions where securities exist in electronic form rather than as physical certificates. This document is particularly relevant under German law, where the Electronic Securities Act (eWpG) provides the legal framework for electronic securities. It is typically used in secured lending arrangements, collateral management, and other financial transactions where control over securities needs to be established and maintained. The agreement ensures compliance with German regulatory requirements while providing the secured party with the necessary control rights over the securities account. It includes detailed provisions for account operations, instruction rights, and the obligations of all parties involved, making it a crucial document for financial institutions, investment firms, and corporations engaging in securities-based transactions in Germany.
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1. Parties: Identification of all parties including the securities issuer, securities intermediary, secured party, and securities holder
2. Background: Context of the agreement including reference to any related security agreements and description of the uncertificated securities arrangement
3. Definitions: Key terms including 'Securities Account', 'Control', 'Securities Entitlements', 'Instructions', and other relevant defined terms
4. Establishment of Control: Provisions establishing control over the uncertificated securities and the specific mechanisms of control
5. Securities Intermediary's Rights and Obligations: Detailed obligations of the securities intermediary regarding the maintenance and operation of the securities account
6. Control Rights: Specific rights of the secured party to give instructions regarding the securities and the circumstances under which such rights may be exercised
7. Representations and Warranties: Statements from each party regarding their authority, capacity, and other relevant matters under German law
8. Securities Account Operations: Procedures for handling distributions, voting rights, and other corporate actions
9. Priority and Subordination: Provisions regarding the priority of the secured party's rights relative to other claims
10. Notices: Requirements and procedures for all communications between parties
11. Term and Termination: Duration of the agreement and circumstances allowing termination
12. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction for disputes
1. Security Interest Provisions: Additional provisions if the control agreement is part of a broader security arrangement - include if there's an associated security interest
2. Tax Provisions: Specific tax-related provisions - include if there are significant tax implications or withholding requirements
3. Multi-currency Provisions: Provisions dealing with multiple currencies - include if the securities or distributions may involve multiple currencies
4. Electronic Communications: Detailed provisions for electronic instructions and communications - include if parties will rely heavily on electronic communications
5. Third Party Rights: Provisions regarding rights of third parties - include if there are relevant third party beneficiaries
6. Data Protection: GDPR and data protection compliance provisions - include if personal data will be processed
1. Schedule 1 - Securities Account Details: Detailed description of the relevant securities accounts and account numbers
2. Schedule 2 - Authorized Persons: List of persons authorized to give instructions on behalf of each party
3. Schedule 3 - Form of Instructions: Standard forms for giving instructions regarding the securities
4. Schedule 4 - Fee Schedule: Schedule of fees payable to the securities intermediary, if applicable
5. Schedule 5 - Notice Details: Contact details and notice requirements for all parties
6. Appendix A - Operating Procedures: Detailed procedures for account operations and instruction processing
7. Appendix B - Technical Requirements: Technical specifications for electronic communications and security requirements
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Uncertificated Securities Control Agreement
A German law-governed agreement establishing control arrangements over uncertificated securities, compliant with eWpG and German financial regulations.
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