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The Account Control Agreement is a crucial document in secured financing transactions under Dutch law, used when a lender requires security over bank accounts as collateral. This agreement creates a control mechanism that enables the secured party to take control of the account(s) upon specified events, typically following a default under the related financing arrangements. The document complies with Dutch civil law requirements, particularly the Dutch Civil Code (Burgerlijk Wetboek) and Financial Supervision Act (Wet op het financieel toezicht), while also considering EU regulations. It sets out detailed operational procedures, including instruction rights, notification requirements, and the specific circumstances under which control can be exercised. The agreement is particularly important in project finance, corporate lending, and other secured financing transactions where cash control is a key element of the security package.

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

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

3. Definitions: Defines key terms used throughout the agreement, including Account, Control Notice, Instructions, Security Interest, etc.

4. Account Control and Security: Establishes the security interest and control rights over the account, including the mechanism for implementing control

5. Operating Procedures: Details the day-to-day operation of the account, including instruction procedures and authority levels

6. Rights and Obligations of the Account Bank: Specifies the Account Bank's duties, standards of care, and limitations of liability

7. Rights and Obligations of the Secured Party: Details the Secured Party's rights to give instructions and exercise control

8. Rights and Obligations of the Account Holder: Outlines the Account Holder's retained rights and restrictions

9. Representations and Warranties: Contains standard representations and warranties from all parties

10. Fees and Expenses: Details the fee structure and responsibility for expenses

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

12. Notices: Provides for the method and addresses for formal communications between parties

13. Governing Law and Jurisdiction: Specifies Dutch law as governing law and jurisdiction for disputes

14. Miscellaneous: Contains standard boilerplate provisions including amendments, assignments, and severability