A Security Account Control Agreement (SACA) is a crucial document in Canadian secured lending transactions where securities accounts serve as collateral. It is used whenever a lender takes security over investment accounts, particularly in corporate financing, margin lending, and other secured credit facilities. The agreement complies with Canadian federal banking laws and provincial security interest legislation, establishing the secured party's control over the account - a key requirement for perfecting a security interest under Canadian law. The SACA details how the securities intermediary will comply with the secured party's instructions, the debtor's remaining rights over the account, and the procedures for account operation. This type of agreement is particularly important in financial transactions where investment accounts form a significant part of the collateral package and where clear control mechanisms need to be established to protect the lender's security interest.
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1. Parties: Identifies and provides details of the secured party, debtor, and securities intermediary
2. Background: Explains the context of the agreement, including reference to the underlying credit agreement and security interest
3. Definitions: Defines key terms used throughout the agreement, including Account, Collateral, Control, Securities Entitlements, etc.
4. The Account: Describes the specific securities account(s) subject to the agreement and confirms the securities intermediary's acknowledgment of the arrangement
5. Control of the Account: Establishes the secured party's control over the account and the specific rights this entails
6. Security Intermediary's Obligations: Details the obligations of the securities intermediary regarding account maintenance and instructions
7. Rights of Secured Party: Specifies the secured party's rights regarding the account, including giving instructions and receiving information
8. Debtor's Rights and Obligations: Outlines what actions the debtor can/cannot take regarding the account
9. Account Statements and Confirmations: Specifies requirements for account reporting and who receives statements
10. Representations and Warranties: Contains standard representations and warranties from each party
11. Security Interest: Confirms the security interest and its priority
12. Fees and Expenses: Addresses who pays the securities intermediary's fees and any other costs
13. Indemnification: Contains indemnification provisions protecting the securities intermediary
14. Termination: Specifies how and when the agreement can be terminated
15. Miscellaneous: Contains standard boilerplate provisions including notices, amendments, governing law, etc.
1. Foreign Law Considerations: Required when the agreement involves cross-border elements or foreign parties
2. Tax Provisions: Needed when specific tax implications need to be addressed, particularly for international arrangements
3. Multiple Account Provisions: Required when the agreement covers multiple securities accounts
4. Special Instructions Procedures: Used when non-standard instruction procedures are required
5. Electronic Communications: Added when parties agree to use electronic methods for instructions or communications
6. Sub-Account Provisions: Needed when dealing with sub-accounts or segregated portions of accounts
7. Regulatory Compliance: Required when specific regulatory requirements need to be addressed
1. Account Details Schedule: Lists all relevant account numbers, sub-accounts, and account types covered by the agreement
2. Authorized Persons Schedule: Lists individuals authorized to give instructions on behalf of the secured party and/or debtor
3. Form of Instructions: Contains template forms for standard instructions to the securities intermediary
4. Fee Schedule: Details the fees charged by the securities intermediary
5. Notice Details: Contains complete contact information for all parties for notice purposes
6. Operational Procedures: Details specific operational procedures for account management and instructions
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