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The Account Control Agreement is a crucial document in secured lending transactions under Nigerian law, commonly used when a lender requires security over the borrower's bank accounts. It complements other security documents by providing the secured party with control over the specified accounts, which is essential for perfecting security interests under the Secured Transactions in Movable Assets Act 2017. The agreement is particularly important in project finance, corporate lending, and structured finance transactions where cash flow control is critical. It details the operational mechanics of account control, including the circumstances triggering exclusive control rights, the process for giving instructions, and the bank's obligations regarding account operation. The document must comply with Nigerian banking regulations, particularly BOFIA 2020, and considers Central Bank of Nigeria requirements regarding account control arrangements.

1. Parties: Identifies the contracting parties: typically the Depositary Bank, Account Holder, and Secured Party

2. Background: Explains the context of the agreement, including reference to any underlying credit facility or security agreement

3. Definitions: Defines key terms used throughout the agreement

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 Obligations: Details the bank's responsibilities regarding account operation and following instructions

6. Control and Instructions: Specifies who can give instructions regarding the account and under what circumstances

7. Account Holder's Rights and Obligations: Outlines the account holder's permitted activities and restrictions

8. Secured Party's Rights: Details the secured party's rights regarding the account, including during enforcement

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

10. Fees and Expenses: Addresses bank fees and expense reimbursement

11. Indemnification: Sets forth indemnification obligations of the parties

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

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

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

15. Miscellaneous: Contains standard boilerplate provisions