Security Account Control Agreement for the United States

Security Account Control Agreement Template for United States

A Security Account Control Agreement is a tri-party agreement used in the United States to perfect a security interest in a securities account under the Uniform Commercial Code (UCC). It establishes control over the account in favor of a secured party, typically in connection with a loan or other financing arrangement. The agreement sets forth the rights and obligations of the secured party, debtor, and securities intermediary regarding the account's management and disposition.

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What is a Security Account Control Agreement?

A Security Account Control Agreement (SACA) is essential in U.S. secured lending transactions where securities accounts serve as collateral. It complies with UCC requirements for perfecting security interests through control, which provides stronger rights than mere filing. The agreement is typically used in conjunction with security agreements and credit facilities, establishing the secured party's rights over the account while defining the securities intermediary's obligations. SACAs are particularly crucial in structured finance, leveraged lending, and investment management contexts.

What sections should be included in a Security Account Control Agreement?

1. Parties: Identifies the secured party, debtor, and securities intermediary as the three main parties to the agreement

2. Background: Explains the underlying security agreement, purpose of control agreement, and relationship between parties

3. Definitions: Defines key terms including Account, Security Interest, Control, Financial Assets, and other relevant terminology

4. Account Control: Establishes secured party's control over the account and the securities intermediary's acknowledgment of such control

5. Securities Intermediary's Agreements: Sets forth obligations of securities intermediary including compliance with instructions and maintaining the account

6. Priority of Security Interest: Establishes priority and subordination of interests, including securities intermediary's liens and rights of setoff

7. Representations and Warranties: Standard representations from all parties regarding authority, enforceability, and account status

8. Miscellaneous: Standard boilerplate provisions including governing law, jurisdiction, notices, amendments, and termination

What sections are optional to include in a Security Account Control Agreement?

1. Account Management: Details specific operating procedures for account management, including trading authorization and reporting requirements

2. Rights to Withdraw: Specifies conditions under which the debtor may withdraw assets or give instructions regarding the account

3. Foreign Law Provisions: Additional provisions dealing with foreign securities or cross-border issues when account contains international assets

What schedules should be included in a Security Account Control Agreement?

1. Schedule A - Account Details: Comprehensive list of all accounts covered by the agreement, including account numbers and types

2. Schedule B - Authorized Persons: List of individuals authorized to give instructions regarding the account on behalf of each party

3. Schedule C - Notice Information: Contact details and procedures for notices under the agreement for all parties

4. Schedule D - Operating Procedures: Detailed procedures for account operations, including forms of instructions and security procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Security Agreement

Cost

Free to use
Clauses
Industries

Uniform Commercial Code (UCC): Primary legislation governing secured transactions and investment securities, particularly Article 8 (Investment Securities) and Article 9 (Secured Transactions). Critical for rules regarding perfection of security interests in financial assets.

Securities Exchange Act of 1934: Federal law establishing regulations for securities accounts and broker-dealers, including requirements for control and transfer of securities.

Investment Company Act of 1940: Legislation relevant when any party is an investment company, containing specific regulations regarding custody of investment company assets.

Federal Reserve Regulations: Including Regulation T governing credit by broker-dealers and requirements for margin accounts.

Bank Holding Company Act: Applicable regulations when the secured party or depository bank is a bank holding company.

USA PATRIOT Act: Contains Know Your Customer (KYC) requirements and anti-money laundering provisions that must be considered in account control arrangements.

State Securities Laws: Including Blue Sky Laws and state-specific UCC variations that may affect the agreement's implementation in different jurisdictions.

FDIC Regulations: Regulations applicable when the depository bank is FDIC-insured, affecting account control and security arrangements.

Bankruptcy Code: Federal legislation containing provisions affecting security interests and the treatment of control agreements in bankruptcy scenarios.

Dodd-Frank Act: Wall Street Reform and Consumer Protection Act provisions regarding financial institutions and requirements for qualified financial contracts.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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