Account Control Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
An Account Control Agreement is a crucial document in secured financing transactions in the Philippines, used when a lender requires control over a borrower's deposit accounts as collateral security. This agreement is particularly important under Philippine law as it provides a means of perfecting a security interest in deposit accounts under the Personal Property Security Act. The document establishes the rights and obligations of the account holder (typically a borrower), the secured party (usually a lender), and the deposit bank maintaining the accounts. It includes specific provisions for account access, control mechanisms, operational procedures, and compliance with Philippine banking regulations. The agreement is commonly used in project financing, corporate lending, and other secured transactions where deposit accounts serve as collateral. It must comply with local banking regulations, including requirements set by the Bangko Sentral ng Pilipinas.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Banking & Financial Services

Corporate Lending

Asset Management

Manufacturing

Real Estate & Construction

Infrastructure

Retail & Consumer

Energy & Resources

Technology

Healthcare

Agriculture

Transportation & Logistics

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Banking Operations

Credit Administration

Corporate Secretariat

Account Management

Transaction Management

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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