The Deposit Control Agreement is a fundamental document in Canadian secured lending transactions where deposit accounts serve as collateral. It is primarily used when a lender requires control over a borrower's deposit accounts as part of its security package. The agreement complies with Canadian federal banking regulations and provincial personal property security laws, which require control agreements for perfection of security interests in deposit accounts. The document typically includes detailed provisions regarding account operation, control mechanisms, notice requirements, and the rights and obligations of all parties. This type of agreement is particularly important in commercial lending transactions where the lender needs the ability to control the borrower's cash in default scenarios.

1. Parties: Identifies the three main parties: Depositor, Secured Party, and Depository Bank

2. Background: Explains the context of the agreement, including reference to related security agreements and the subject deposit accounts

3. Definitions: Defines key terms used throughout the agreement, including Account, Control Instructions, Business Day, etc.

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

5. Bank's Rights and Responsibilities: Details the obligations and rights of the Depository Bank in maintaining and operating the account

6. Instructions and Notices: Specifies procedures for giving instructions regarding the account and required notices

7. Fees and Expenses: Sets out the fees payable to the Depository Bank and allocation of expenses

8. Representations and Warranties: Contains basic representations and warranties from each party

9. Security Interest: Confirms the security interest of the Secured Party in the deposit account

10. Indemnification: Provides for indemnification of the Depository Bank

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

12. Miscellaneous: Contains standard boilerplate provisions including governing law, amendments, etc.