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The Deposit Control Agreement is a crucial document in secured financing transactions under Swiss law, used when a lender requires control over a borrower's bank accounts as collateral security. This tripartite agreement enables a secured party to perfect its security interest in deposit accounts by establishing control arrangements with the deposit bank. The agreement is particularly important in project finance, acquisition finance, and general corporate lending transactions where account security is required. The document details the mechanisms for account control, operating procedures, and the respective rights and obligations of the account holder, secured party, and deposit bank. It must comply with Swiss banking regulations, including the Swiss Banking Act and financial market regulations, and typically includes provisions for notice requirements, authentication procedures, and termination rights.

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

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

3. Definitions: Defines key terms used throughout the agreement, including Account, Control, Instructions, Business Day, etc.

4. Account Control: Establishes the fundamental control rights over the account and the nature of the security interest

5. Operating Procedures: Details the procedures for account operation, including instructions, authorizations, and authentication methods

6. Bank's Rights and Obligations: Specifies the bank's duties, responsibilities, and rights regarding account maintenance and following instructions

7. Secured Party's Rights: Outlines the secured party's rights to give instructions and control the account

8. Account Holder's Rights and Restrictions: Details the account holder's remaining rights and limitations regarding the account

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

10. Fees and Expenses: Addresses the bank's fees and expense reimbursement rights

11. Indemnification: Sets forth indemnification obligations of the parties

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

13. Notices: Provides for the method and addresses for formal notices between parties

14. Governing Law and Jurisdiction: Specifies Swiss law as governing law and establishes jurisdiction for disputes

15. General Provisions: Contains standard boilerplate provisions including amendments, assignments, severability, etc.