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The Deposit Control Agreement is a crucial document in secured financing arrangements under Nigerian law, typically used when a lender 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 asset finance transactions where cash control is essential for risk management. The document establishes the mechanisms for account control, defines the rights and responsibilities of all parties, and ensures compliance with Nigerian banking regulations and security laws. It includes detailed provisions for account operation, instruction protocols, and the hierarchy of control rights. The agreement is designed to work within the framework of Nigerian banking laws, particularly BOFIA 2020 and the Secured Transactions in Movable Assets Act 2017, while providing practical operational procedures for all parties involved.

1. Parties: Identifies all parties to the agreement: the Depositor, the Bank, and the Secured Party

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

3. Definitions: Defines key terms used throughout the agreement, including 'Deposit Account', 'Control', 'Security Interest' and other relevant terms

4. Deposit Account Control: Establishes the control arrangement and rights over the deposit account

5. Bank's Rights and Responsibilities: Details the bank's obligations, including maintaining the account and following instructions

6. Secured Party's Rights: Specifies the secured party's rights to give instructions and control the account

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

8. Instructions and Notifications: Procedures for giving instructions regarding the account and required notifications

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

10. Representations and Warranties: Standard representations by all parties regarding authority and capacity

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

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

13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and severability