Securities Account Control Agreement Template for Philippines

The Securities Account Control Agreement (SACA) is a crucial document in secured financing transactions under Philippine law, typically used when securities accounts are pledged as collateral for loans or other financial obligations. The agreement is designed to comply with the Philippine Securities Regulation Code (Republic Act No. 8799), the Personal Property Security Act (Republic Act No. 11057), and related financial regulations. It's particularly important in establishing "control" over securities accounts, which is necessary for perfecting security interests under Philippine law. The SACA defines the rights and obligations of all parties involved, including the account holder's limited access rights, the secured party's control rights, and the securities intermediary's obligations to follow the secured party's instructions. This document is commonly used in conjunction with credit facilities, security agreements, and other financing documents, providing lenders with enforceable rights over securities collateral while maintaining operational flexibility for the account holder under specified conditions.

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

2. Background: Explains the context of the agreement, including reference to related security agreements and the purpose of establishing control

3. Definitions: Defines key terms used throughout the agreement, including 'Securities Account', 'Financial Assets', 'Control', and other relevant terms

4. Account Control: Establishes the Securities Intermediary's agreement to comply with Secured Party's instructions and Account Holder's consent to this arrangement

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

6. Account Holder's Rights and Obligations: Specifies what rights the Account Holder retains and their obligations regarding the account

7. Secured Party's Rights: Outlines the Secured Party's rights to give instructions and exercise control over the account

8. Instructions and Notifications: Details the procedures for giving instructions and notifications regarding the account

9. Security Interest: Confirms the security interest being granted and its relationship to other security documents

10. Representations and Warranties: Contains standard representations and warranties from each party

11. Fees and Expenses: Addresses the Securities Intermediary's fees and expense reimbursement

12. Indemnification: Contains indemnification provisions protecting the Securities Intermediary

13. Term and Termination: Specifies the duration of the agreement and termination procedures

14. Miscellaneous: Standard boilerplate provisions including governing law, jurisdiction, amendments, and notices