Securities Account Control Agreement Template for Nigeria

The Securities Account Control Agreement is a crucial document in Nigerian secured financing transactions, used when parties need to establish control over a securities account as collateral. It creates a legally binding arrangement between the account holder (pledgor), the secured party (pledgee), and a securities intermediary, typically a custodian bank or licensed securities custodian. The agreement is essential for complying with Nigerian secured transactions law and securities regulations, particularly the Investment and Securities Act 2007 and Central Bank of Nigeria guidelines. It enables the secured party to perfect its security interest in the securities account and exercise control over the account in case of default, while providing clear operational guidelines for all parties involved. This document is commonly used in various financing structures including secured lending, structured finance, and capital market transactions in Nigeria.

1. Parties: Identifies the three main parties: Account Holder, Secured Party, and Securities Intermediary

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

3. Definitions: Defines key terms used throughout the agreement, including specific references to Nigerian legal and regulatory terminology

4. Account Control and Security: Establishes the security interest and control rights over the securities account

5. Rights and Obligations of Securities Intermediary: Details the duties and responsibilities of the securities intermediary in maintaining and operating the account

6. Control and Instructions: Specifies who has the right to give instructions regarding the account and under what circumstances

7. Representations and Warranties: Contains statements of fact and guarantees from each party

8. Securities Intermediary's Responsibility and Indemnification: Outlines the scope of the intermediary's liability and indemnification provisions

9. Account Statements and Confirmations: Details requirements for reporting and confirming account activities

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

11. Termination: Sets out conditions and process for terminating the agreement

12. Miscellaneous: Standard boilerplate provisions including governing law, notices, amendments, etc.