Securities Account Control Agreement Template for Germany

A Securities Account Control Agreement is a crucial document in secured financing transactions under German law, typically used when securities accounts serve as collateral for loans or other financial obligations. The agreement is necessary to perfect the security interest in the account and establish the control mechanism required under German law. It operates within the framework of the German Safe Custody Act (Depotgesetz) and the Security Financial Collateral Act, ensuring compliance with both German and EU financial regulations. The document is particularly important in structured finance transactions, syndicated lending, and other complex financial arrangements where securities accounts serve as critical collateral assets. The agreement establishes clear protocols for account control, including circumstances under which the secured party may assume exclusive control, while maintaining compliance with German banking regulations and securities laws.

1. Parties: Identifies the account holder (security provider), secured party, and securities intermediary (typically a German bank)

2. Background: Sets out the context of the agreement, including reference to the underlying security agreement and the purpose of the control arrangement

3. Definitions: Defines key terms used throughout the agreement, including specific German law terminology

4. Account Control and Security Interest: Establishes the control arrangement over the securities account and confirms the security interest

5. Rights and Obligations of the Securities Intermediary: Details the bank's obligations regarding account maintenance, following instructions, and maintaining control

6. Control Rights and Instructions: Specifies who can give instructions and under what circumstances, including the transition from account holder to secured party control

7. Secured Party's Rights: Details the rights of the secured party, including conditions for exercising control and enforcement rights

8. Account Holder's Rights and Restrictions: Specifies the account holder's permitted activities and limitations regarding the account

9. Representations and Warranties: Contains standard representations from all parties, including authority, capacity, and regulatory compliance

10. Fees and Expenses: Addresses the fees payable to the securities intermediary and allocation of expenses

11. Indemnification: Contains indemnification provisions protecting the securities intermediary

12. Term and Termination: Specifies the duration of the agreement and termination circumstances

13. Notices: Details how formal communications between parties should be made

14. Governing Law and Jurisdiction: Confirms German law as governing law and specifies jurisdiction for disputes

15. Miscellaneous: Contains standard boilerplate provisions including severability, amendments, and entire agreement