A Deposit Control Agreement is commonly used in secured financing transactions where a lender or security holder requires control over deposit accounts as collateral. Under Dutch law, this agreement serves as a crucial security document that complements traditional security arrangements by providing the secured party with practical control over the cash deposits. The agreement details the mechanisms for account control, including instruction rights, the bank's obligations, and the procedure for exercising control following specified trigger events. It's particularly relevant in project finance, acquisition finance, and general corporate lending where cash collateral is a key security component. The document must comply with Dutch banking regulations, the Civil Code (Burgerlijk Wetboek), and financial supervision laws, making it a sophisticated instrument in the Dutch security package.

1. Parties: Identification of all parties: Depositor, Account Bank, and Secured Party/Beneficiary

2. Background: Context of the agreement, referring to any related security agreements and purpose of the deposit control arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including Account, Control, Instructions, Secured Obligations, etc.

4. Establishment of Control: Core provisions establishing control over the deposit account and the nature of the security interest

5. Account Bank's Rights and Obligations: Detailed provisions regarding the bank's duties, including following instructions and maintaining the account

6. Control Rights: Specifics of how and when control can be exercised, including instruction rights and notice requirements

7. Representations and Warranties: Standard representations from all parties regarding authority, binding effect, and account status

8. Fees and Expenses: Provisions regarding bank fees, expenses, and indemnification obligations

9. Events of Default: Circumstances that trigger control rights or other remedies

10. Notices: Requirements for giving notices under the agreement, including contact details and methods

11. Term and Termination: Duration of the agreement and circumstances for termination

12. Miscellaneous: Standard boilerplate provisions including governing law, jurisdiction, amendments, etc.