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The Deposit Control Agreement is a crucial security document used in Hong Kong financing transactions where control over bank accounts is required as part of collateral arrangements. This agreement is typically executed alongside facility agreements and security documents, establishing the mechanism by which a secured party (usually a lender) can exercise control over the depositor's bank accounts maintained with the deposit bank. The document is particularly relevant in project finance, acquisition finance, and general corporate lending scenarios where cash control is essential for credit risk management. It must comply with Hong Kong banking regulations and security laws, particularly the Banking Ordinance (Cap. 155) and Securities and Futures Ordinance (Cap. 571). The agreement details the circumstances under which the secured party can take control of the accounts, the bank's obligations to comply with instructions, and the operational procedures for account management.

1. Parties: Identifies the key parties: (1) Depositor (2) Secured Party (3) Deposit Bank

2. Background: Explains the context of the agreement, including reference to any related security agreements and the purpose of the deposit control arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Deposit Account Control: Establishes the fundamental control arrangement over the deposit account(s)

5. Bank's Rights and Obligations: Details the deposit bank's responsibilities, including following instructions and maintaining the account

6. Secured Party's Rights: Specifies the secured party's rights to give instructions and control the account

7. Depositor's Rights and Restrictions: Outlines what the depositor can and cannot do with respect to the controlled account

8. Instructions and Notices: Procedures for giving and acting on instructions regarding the account

9. Fees and Expenses: Details of bank fees and expense allocation among parties

10. Representations and Warranties: Standard representations by each party

11. Term and Termination: Duration of the agreement and termination procedures

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, amendments, etc.