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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
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