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The Account Control Agreement is a crucial document in secured financing transactions under Irish law, typically used when a lender requires security over a borrower's bank accounts. It creates a mechanism for the secured party to control the account holder's bank accounts held with a deposit bank, which is essential for perfecting security interests over bank accounts in Ireland. The agreement becomes particularly important in enforcement scenarios, allowing the secured party to take control of the accounts upon specified events of default. The document must comply with Irish financial services regulations, including the Central Bank Act and relevant EU directives. It contains detailed provisions regarding account operation, control mechanisms, and the rights and obligations of all parties involved. The agreement is commonly used in corporate lending, project finance, and other secured financing transactions where account control is a key security requirement.

1. Parties: Identifies and defines the three main parties: Secured Party, Account Holder (Debtor), and Deposit 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, Instructions, Notice of Exclusive Control, etc.

4. Account Control and Security: Establishes the secured party's control over the account and the nature of the security interest

5. Bank's Rights and Responsibilities: Details the deposit bank's obligations regarding account management and response to instructions

6. Operating Procedures: Specifies procedures for account operations, including processing instructions and maintaining account

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

8. Security Interest and Rights: Details the secured party's rights and the extent of their security interest in the account

9. Fees and Expenses: Specifies fees payable to the deposit bank and allocation of expenses

10. Indemnification: Sets out indemnification obligations between the parties

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

12. Notices: Details how formal notices should be given between parties

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

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