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The Security Account Control Agreement is a crucial document in secured financing transactions under Dutch law, used when a lender or security holder requires control over bank accounts as collateral. This agreement is typically executed in conjunction with broader security arrangements and is essential for perfecting security interests over bank accounts in the Netherlands. It establishes the mechanism through which the secured party can exercise control over the specified accounts, details the account bank's obligations regarding account operation and control, and sets out the account holder's continued rights to access and operate the accounts until a control notice is issued. The agreement must comply with Dutch civil law requirements, particularly the Financial Collateral Arrangements Act and Financial Supervision Act, and is commonly used in project finance, corporate lending, and structured finance transactions.

1. Parties: Identification of the secured party, account holder, and account bank

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

3. Definitions: Definitions of key terms used throughout the agreement, including Account, Control Notice, Instructions, Security Interest

4. Establishment of Control: Provisions establishing the control arrangement and confirmation of security interest

5. Control Rights: Detailed provisions regarding the secured party's right to give instructions and control the account

6. Account Bank's Rights and Obligations: Specific duties, responsibilities, and rights of the account bank

7. Account Holder's Rights and Obligations: Restrictions and permissions regarding account access and operations

8. Instructions and Notices: Procedures for giving and acting upon instructions regarding the account

9. Priority and Subordination: Provisions regarding priority rights and any subordination arrangements

10. Representations and Warranties: Standard representations and warranties from all parties

11. Fees and Expenses: Provisions regarding fees payable to the account bank and allocation of expenses

12. Indemnification: Indemnification obligations of the parties

13. Term and Termination: Duration of the agreement and termination provisions

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

15. Execution: Signature blocks and execution provisions