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An Account Control Agreement is a crucial document in secured financing arrangements under South African law, typically used when a lender requires security over a borrower's bank accounts. The agreement enables the secured party to perfect its security interest in the deposit accounts by establishing control, while setting out the operational framework for account management. It is commonly used in project finance, corporate lending, and structured finance transactions where bank accounts serve as collateral. The document must comply with South African banking regulations, including the Banks Act 94 of 1990 and the Financial Intelligence Centre Act. Key elements include control mechanisms, operational procedures, and the respective rights and obligations of the bank, secured party, and account holder. The agreement is particularly important in the South African context where the security over bank accounts must be properly perfected to be effective against third parties.

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

2. Background: Explains the context of the agreement, including reference to any underlying security agreement and the purpose of establishing account control

3. Definitions: Defines key terms used throughout the agreement, including Account, Control, Instructions, Notice, and other relevant terminology

4. Account Control: Establishes the fundamental control arrangements and rights over the account

5. Bank's Rights and Responsibilities: Details the obligations and rights of the bank in maintaining and operating the controlled account

6. Secured Party's Rights: Specifies the extent and limitation of the secured party's control rights over the account

7. Depositor's Rights and Restrictions: Outlines what rights the depositor retains and restrictions on their account access

8. Instructions and Notices: Details the procedures for giving instructions regarding the account and required notices

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

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

11. Security Interest and Rights: Confirms the security interest and related rights of the secured party

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

13. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, amendments, etc.