Meaning
Tripartite contract between a borrower, a lender, and a bank that perfects a security interest in a deposit account. This document governs how the bank handles instructions regarding the funds, prioritizing the lender’s rights in the event of a default. It stops applying when the lender issues a notice of termination or the secured debt is fully repaid.
Perfection Requirement
Legal priority over the cash in an account is only achieved through the execution of this specific document under the Uniform Commercial Code. The deposit account control agreement provides the lender with the capability to seize funds without a court order if the borrower breaches the loan terms. This differs from a simple lien which might not be enforceable against the bank without this explicit agreement.
A production yield forecast is only as good as the lender’s ability to reach the cash generated by those sales.
Access Tier
Agreements are typically structured as either active or passive control. In an active setup, the lender controls the account from the outset, while a passive setup only triggers lender control upon a specific event of default. The cost of calling this control early is the potential collapse of the borrower’s day to day operations.
An audit of the bank’s internal systems ensures that the instructions are ready to be followed if the trigger is pulled.
Bank Indemnification
Protection for the financial institution is a standard component of these contracts. The bank is generally held harmless for following the lender’s instructions, provided they do not violate other laws. This clarity allows the bank to act quickly when a notice is received.