¶¶Òõ¶ÌÊÓƵ

The Securities Account Control Agreement is a crucial document in Swiss financial transactions where securities accounts are provided as collateral. It is typically used in conjunction with credit facilities, security arrangements, or other financial transactions where a lender or secured party requires control over securities accounts held with a Swiss securities intermediary. The agreement ensures compliance with Swiss financial regulations, particularly the Federal Act on Intermediated Securities (FISA), while establishing clear mechanisms for control over the account. It addresses specific requirements for perfection of security interests under Swiss law, operational procedures for account management, and rights of the various parties involved. This type of agreement is particularly important in international financing transactions where Swiss-held securities accounts are part of the collateral package.

1. Parties: Identifies the account holder, secured party, and securities intermediary as parties to the agreement

2. Background: Sets out the context of the agreement, including reference to any related security agreement and the purpose of establishing control over the securities account

3. Definitions: Defines key terms used throughout the agreement, including specific Swiss law terminology related to intermediated securities

4. Account Control and Rights: Establishes the control rights over the securities account and the secured party's authority to give instructions

5. Securities Intermediary's Rights and Obligations: Details the obligations and rights of the securities intermediary regarding account maintenance and instructions

6. Account Holder's Rights and Obligations: Specifies the remaining rights of the account holder and their obligations under the agreement

7. Security Interest: Confirms the security interest and its relationship with the main security agreement

8. Instructions and Notifications: Sets out procedures for giving instructions and notifications regarding the account

9. Representations and Warranties: Contains standard representations and warranties from all parties

10. Fees and Expenses: Addresses the payment of fees and expenses related to the account and agreement

11. Term and Termination: Specifies the duration of the agreement and termination procedures

12. Miscellaneous: Contains standard boilerplate provisions including governing law, jurisdiction, and amendments