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The Account Control Agreement Collateral is a crucial document in Canadian secured financing transactions where deposit accounts serve as collateral. This agreement is typically used in conjunction with a broader security agreement or credit facility, providing the mechanism for perfecting a security interest in deposit accounts under Canadian law. It becomes necessary when a lender requires direct control over the borrower's deposit accounts as part of their security package. The agreement details how the deposit bank will comply with the secured party's instructions regarding the account, the circumstances under which the account holder may access the account, and the procedures for exercising control. It must comply with both federal banking regulations and provincial personal property security legislation, making it a key document in Canadian secured lending practices.

1. Parties: Identifies the secured party, account holder, and deposit bank as parties to the agreement

2. Background: Explains the context of the security arrangement and references the underlying security agreement

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

4. Account Control: Establishes the secured party's control over the account and the mechanism for exercising such control

5. Security Interest: Confirms the grant and perfection of the security interest in the account

6. Bank's Rights and Obligations: Sets out the deposit bank's obligations regarding account management and following instructions

7. Account Holder's Rights and Restrictions: Specifies the account holder's permitted activities and restrictions regarding the account

8. Instructions and Notice: Details the procedures for giving instructions regarding the account and required notices

9. Fees and Expenses: Addresses the bank's fees and expense reimbursement rights

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

11. Indemnification: Sets out indemnification obligations of the parties

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

13. Governing Law and Jurisdiction: Specifies Canadian law as governing law and jurisdiction for disputes

14. General Provisions: Standard boilerplate provisions including notices, amendments, and counterparts