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Control Agreement Bank Account Template for United States

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Key Requirements PROMPT example:

Control Agreement Bank Account

"Need a Control Agreement Bank Account for our new USD operating account with Wells Fargo Bank, to be established by March 2025, where our senior lender (Goldman Sachs) will have control rights but we need to maintain daily operational access for regular business transactions."

Document background
Control Agreement Bank Account arrangements are essential in secured lending transactions where deposit accounts serve as collateral. This agreement type, primarily used in the United States and governed by UCC Article 9, establishes the secured party's control over the account, which is necessary for perfecting a security interest in deposit accounts. The agreement defines how the account can be accessed and operated, sets out the bank's obligations regarding the account, and establishes the priority of the secured party's rights over the account. It's commonly used in commercial lending, acquisition financing, and other secured transactions where cash collateral is required.
Suggested Sections

1. Parties: Identification of Account Owner, Secured Party, and Depository Bank

2. Background: Context of the agreement and reference to related security agreements

3. Definitions: Key terms including Account, Security Interest, Control, Instructions

4. Control of Account: Terms establishing secured party's control over the account

5. Bank's Rights and Obligations: Bank's responsibilities and limitations regarding the account

6. Secured Party's Rights: Rights and authority of the secured party over the account

7. Account Owner's Rights: Remaining rights of the account owner

Optional Sections

1. Set-off Rights: Bank's right to set off amounts owed to it - include when bank requires protection of its own interests

2. Fees and Expenses: Allocation of bank fees and expenses - include when fees need to be specifically addressed

3. Foreign Currency Provisions: Handling of foreign currency transactions - include when account may contain foreign currency

Suggested Schedules

1. Account Details Schedule: Specific information about controlled account(s)

2. Authorized Persons Schedule: List of persons authorized to give instructions

3. Notice Details Schedule: Contact information for notices under the agreement

4. Fee Schedule: Optional schedule of bank fees and charges

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Uniform Commercial Code (UCC) Articles 8 & 9: Key regulations governing secured transactions and investment securities, particularly crucial for perfecting security interests in deposit accounts. Article 9 Section 9-104 specifically outlines requirements for control of deposit accounts.

Federal Banking Regulations: Comprehensive set of regulations including Federal Reserve requirements, Bank Secrecy Act, USA PATRIOT Act requirements, and FDIC regulations that govern banking operations and account control agreements.

State-Specific Banking Laws: Various state-level banking regulations that may affect the control agreement terms and enforcement, as banking regulations can vary by jurisdiction.

Federal Securities Laws: Including Securities Exchange Act of 1934 and Investment Company Act of 1940, which may be applicable depending on the nature of the account and parties involved.

Consumer Protection Laws: Regulations protecting consumer rights that must be considered if the account holder is an individual rather than a business entity.

Bankruptcy Code: Federal bankruptcy regulations that affect the enforceability of control agreements in bankruptcy scenarios and creditor rights.

Anti-Money Laundering (AML) Regulations: Compliance requirements for financial institutions regarding customer identification, transaction monitoring, and reporting suspicious activities.

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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