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Account Control Agreement
"I need an Account Control Agreement under Philippine law for a renewable energy project financing, where multiple USD and PHP accounts will be controlled by an offshore lender, with the agreement to take effect from March 1, 2025."
1. Parties: Identifies the three main parties: Account Holder, Secured Party, and Deposit Bank
2. Background: Explains the context of the agreement, including reference to any underlying security agreement
3. Definitions: Defines key terms used throughout the agreement, including Account, Control, Instructions, etc.
4. Account Control: Establishes the fundamental control rights over the account and the hierarchy of authority
5. Security Interest: Acknowledges and confirms the security interest of the Secured Party in the account
6. Bank's Rights and Responsibilities: Details the obligations and rights of the Deposit Bank regarding account operation
7. Instructions and Notifications: Specifies how instructions are to be given and acted upon, including format and timing
8. Representations and Warranties: Contains basic representations from all parties regarding authority and capacity
9. Fees and Expenses: Outlines the fees payable to the Deposit Bank and responsibility for expenses
10. Indemnification: Sets forth indemnification obligations among the parties
11. Term and Termination: Specifies duration of agreement and circumstances for termination
12. Governing Law and Jurisdiction: Establishes Philippine law as governing law and specifies jurisdiction for disputes
13. Miscellaneous: Contains standard boilerplate provisions including notices, amendments, and counterparts
1. Electronic Banking Provisions: Additional provisions for electronic banking access and controls, required if online banking services are part of the arrangement
2. Foreign Currency Provisions: Required if the controlled account may contain foreign currency
3. Multiple Account Provisions: Required if the agreement covers multiple accounts
4. Regulatory Compliance: Additional section for specific regulatory requirements, particularly relevant for regulated entities
5. Internal Controls and Audit Rights: Optional section providing for audit rights and internal control requirements, often included for institutional clients
6. Force Majeure: Optional section dealing with circumstances beyond parties' control, particularly relevant in jurisdictions prone to natural disasters
1. Schedule 1 - Account Details: Lists all accounts covered by the agreement, including account numbers and types
2. Schedule 2 - Authorized Signatories: Lists all authorized signatories and their signing authorities
3. Schedule 3 - Form of Instructions: Contains template forms for standard instructions under the agreement
4. Schedule 4 - Fee Schedule: Details the fees payable to the Deposit Bank
5. Schedule 5 - Notice Details: Contains contact details and notice requirements for all parties
6. Appendix A - Operational Procedures: Details day-to-day operational procedures and requirements
7. Appendix B - Electronic Banking Procedures: If applicable, contains procedures for electronic banking services
Authors
Banking & Financial Services
Corporate Lending
Asset Management
Manufacturing
Real Estate & Construction
Infrastructure
Retail & Consumer
Energy & Resources
Technology
Healthcare
Agriculture
Transportation & Logistics
Legal
Finance
Treasury
Compliance
Risk Management
Banking Operations
Credit Administration
Corporate Secretariat
Account Management
Transaction Management
Chief Financial Officer
Treasury Manager
Finance Director
Relationship Manager
Credit Officer
Legal Counsel
Compliance Officer
Account Manager
Security Trustee
Collateral Manager
Banking Operations Manager
Corporate Secretary
Risk Manager
Transaction Manager
Financial Controller
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