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The Account Pledge Agreement is a fundamental security document used in Dutch financing transactions where bank accounts serve as collateral. This agreement is typically required when a borrower seeks financing and the lender requires security over the borrower's cash deposits and account receivables. The document creates a pledge over specified bank accounts and their balances, complying with Dutch law requirements for security interests. It includes detailed provisions on the creation and perfection of the pledge, account operation rights, enforcement mechanisms, and the procedures for notifying and obtaining acknowledgment from the account bank. The agreement is particularly important in project finance, corporate lending, and structured finance transactions where cash flow control and account security are crucial elements of the security package. The document must comply with specific Dutch law requirements, including those set out in the Dutch Civil Code regarding pledge creation and perfection.

1. Parties: Identification of the Pledgor, Pledgee, and any other relevant parties (such as the Account Bank)

2. Background: Context of the pledge agreement, typically referring to underlying facility agreement or other financing arrangements

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including references to any underlying facility agreement definitions

4. Creation of Pledge: Core pledge provisions, including the pledge grant language meeting Dutch law requirements

5. Perfection Requirements: Steps required to perfect the pledge, including notification requirements to the Account Bank

6. Representations and Warranties: Pledgor's representations regarding authority, ownership, and absence of encumbrances

7. Positive Undertakings: Pledgor's obligations to maintain the account, provide information, and protect the pledge

8. Negative Undertakings: Restrictions on Pledgor's actions regarding the pledged account

9. Authority to Operate Account: Provisions regarding account operation rights pre and post-enforcement

10. Enforcement: Enforcement triggers and mechanisms compliant with Dutch law

11. Application of Proceeds: Order of application of enforcement proceeds

12. Power of Attorney: Irrevocable power of attorney for pledge perfection and enforcement

13. Miscellaneous: Standard provisions including notices, amendments, and severability

14. Governing Law and Jurisdiction: Dutch law as governing law and jurisdiction provisions