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The Deposit Control Agreement is a crucial document in secured financing arrangements in the UAE, used when a lender or security holder requires control over a borrower's bank accounts as part of a security package. This agreement is particularly important in project finance, corporate lending, and structured finance transactions where deposit accounts serve as collateral. The agreement complies with UAE banking regulations and commercial laws, establishing the mechanisms by which the secured party can exercise control over the account(s), while defining the rights and obligations of the account holder and the bank. It includes specific provisions for instruction hierarchies, operational procedures, and the bank's duties in maintaining the account(s). The document is essential for perfecting security interests in deposit accounts under UAE law and is often used in conjunction with other security documents in larger financing transactions.

1. Parties: Identifies and provides details of the Account Holder, the Bank, and the Secured Party/Beneficiary

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

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

4. Establishment of Control: Details how control over the deposit account is established and maintained

5. Bank's Rights and Obligations: Specifies the Bank's duties, including compliance with instructions and maintaining the account

6. Secured Party's Rights: Outlines the rights of the Secured Party to give instructions and exercise control

7. Account Holder's Rights and Restrictions: Details what the Account Holder can and cannot do with respect to the controlled account

8. Instructions and Communications: Establishes protocols for giving and receiving instructions regarding the account

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. Term and Termination: Specifies the duration of the agreement and termination circumstances

12. Governing Law and Jurisdiction: Specifies UAE law as governing law and establishes jurisdiction for disputes

13. Notices: Sets out how formal notices must be given between parties

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