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The Account Bank Agreement is a crucial document in South African banking and finance transactions, particularly in project finance and corporate banking arrangements. It is used when parties need to establish formal banking arrangements with specific controls, monitoring, and security features. The agreement details the establishment and operation of bank accounts, including payment mechanics, account management procedures, and security arrangements. It must comply with South African banking regulations, including the Banks Act 94 of 1990, FICA, and other relevant financial sector legislation. The document is particularly important in project finance transactions where lenders require control over project cash flows, but it's also used in other corporate contexts where structured banking arrangements are needed. The Account Bank Agreement typically works in conjunction with other finance documents and security arrangements to create a comprehensive banking and security structure.

1. Parties: Identifies all parties to the agreement including the Account Bank, Account Holder(s), and Security Trustee

2. Background: Sets out the context of the agreement, including reference to any related project finance or facility agreements

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Appointment and Duration: Covers the appointment of the Account Bank and term of the agreement

5. Account Establishment and Operation: Details the accounts to be established and their operational parameters

6. Bank's Rights and Obligations: Specifies the Account Bank's duties, responsibilities, and rights

7. Account Holder's Rights and Obligations: Outlines the Account Holder's responsibilities and permitted actions

8. Security and Payments: Addresses security interests over accounts and payment procedures

9. Instructions and Communications: Details how instructions should be given and communications made

10. Fees and Expenses: Specifies the bank's fees and cost recovery rights

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

12. Limited Recourse and Non-Petition: Limits the recourse against the Account Bank and includes non-petition provisions

13. Termination: Sets out termination events and procedures

14. Governing Law and Jurisdiction: Specifies South African law as governing law and jurisdiction for disputes