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.

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.