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The Bank Account Control Agreement is a crucial security document used in UAE financing transactions where control over bank accounts is required as collateral. This agreement is typically implemented alongside facility agreements, security documents, and other financing arrangements where a lender or security agent needs to secure rights over the cash flows and account balances of a borrower. The document establishes the mechanism through which the secured party can take control of the account upon occurrence of specified events, while ensuring compliance with UAE banking regulations and Civil Code requirements. It includes detailed provisions for account operation, control mechanisms, and the rights and responsibilities of the account bank, account holder, and secured party. The agreement is particularly important in project finance, corporate lending, and structured finance transactions in the UAE, where cash control is a key element of the security package.

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

2. Background: Sets out the context of the agreement, including reference to the underlying security arrangement and purpose of the account control

3. Definitions and Interpretation: Defines key terms including Controlled Account, Control Notice, Notice Details, and other relevant terms

4. Account Control and Security: Establishes the control arrangement and security interest over the account

5. Operation of the Controlled Account: Details the procedures for operating the account, including permitted withdrawals and transfers

6. Control Notice and Enforcement: Specifies the mechanism for implementing exclusive control by the Secured Party and enforcement procedures

7. Bank's Rights and Responsibilities: Outlines the Account Bank's obligations, protections, and limitations of liability

8. Representations and Warranties: Contains representations and warranties from all parties, particularly regarding authority and capacity

9. Fees and Expenses: Details the fee arrangement and responsibility for expenses

10. Notices: Specifies procedures for giving notices under the agreement

11. Amendments and Waivers: Provides for how the agreement can be modified

12. Term and Termination: Sets out the duration of the agreement and termination procedures

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