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Uncertificated Securities Control Agreement
"Need an Uncertificated Securities Control Agreement for a UK bank taking security over electronic securities held by a hedge fund, with specific provisions for voting rights to remain with the account holder until default occurs."
1. Parties: Identifies the contracting parties including account holder, secured party, and securities intermediary
2. Background: Sets out context of the agreement and relationship between parties
3. Definitions: Defines key terms used throughout the agreement including relevant legislation references
4. Control Rights: Specifies secured party's control rights over the securities account
5. Securities Intermediary's Agreements: Details obligations of the securities intermediary
6. Priority of Security Interest: Establishes priority of secured party's interest
7. Representations and Warranties: Standard representations from all parties
8. Governing Law and Jurisdiction: Specifies applicable law and jurisdiction for disputes
1. Additional Secured Party Rights: Extra rights granted to secured party beyond standard control. Include when secured party requires enhanced control rights
2. Income and Distributions: Treatment of dividends and other distributions. Include when parties want specific arrangements for handling distributions
3. Tax Provisions: Handling of tax matters related to the securities. Include when tax implications need specific attention
1. Schedule of Securities Accounts: Lists all relevant securities accounts covered by the agreement
2. Form of Notice: Standard form for communications between parties
3. Operating Procedures: Detailed procedures for implementing control arrangements
4. Existing Security Interests: Schedule of any pre-existing security interests affecting the securities accounts
Authors
Account Statements
Authorised Person
Business Day
Control
Control Notice
CREST
Default
Distributions
Enforcement Event
Entitlement Holder
Entitlement Order
Financial Collateral
Instructions
Notice of Exclusive Control
Participating Interest
Relevant System
Secured Liabilities
Secured Party
Securities
Securities Account
Securities Intermediary
Security Interest
Settlement Bank
System Operator
Uncertificated Securities
Voting Rights
Control Rights
Security Interest
Account Control
Instructions and Notices
Securities Intermediary Obligations
Representations and Warranties
Priority
Distributions and Voting Rights
Default and Enforcement
Fees and Expenses
Termination
Amendments
Notices
Assignment and Transfer
Confidentiality
Further Assurance
Severability
Entire Agreement
Counterparts
Third Party Rights
Governing Law
Jurisdiction
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