The Securities Account Control Agreement is a crucial document in secured financing transactions under Hong Kong law, typically used when securities accounts are pledged as collateral. This agreement is essential for perfecting a security interest in securities accounts and establishing the control rights necessary for enforcement. It sets out the detailed arrangements between the account holder (who pledges the account), the secured party (who receives the security interest), and the securities intermediary (who maintains the account). The agreement includes specific provisions regarding account access, trading restrictions, instruction rights, and enforcement procedures. It is commonly used in conjunction with credit facilities, security agreements, and other financing arrangements where securities accounts serve as collateral. The document must comply with Hong Kong's Securities and Futures Ordinance, the Companies Ordinance, and other relevant regulations governing secured transactions and securities accounts.

1. Parties: Identifies the three key parties: Account Holder, Secured Party, and Securities Intermediary

2. Background: Sets out the context of the security arrangement and references the main credit/security documents

3. Definitions and Interpretation: Defines key terms including Account, Collateral, Control, Securities, Security Interest, and other relevant terms

4. Account Control and Security: Establishes the security interest and control rights over the securities account

5. Securities Intermediary's Rights and Obligations: Details the responsibilities and obligations of the securities intermediary regarding account operation and control

6. Account Holder's Rights and Restrictions: Specifies what rights the account holder retains and what actions require secured party consent

7. Secured Party's Rights and Instructions: Outlines the secured party's rights to give instructions and exercise control

8. Priority and Subordination: Addresses ranking of security interests and confirms the secured party's priority

9. Representations and Warranties: Contains standard representations from all parties regarding authority, capacity, and account status

10. Instructions and Notices: Details the procedure for giving instructions and notices regarding the account

11. Fees and Expenses: Addresses the securities intermediary's fees and expense reimbursement

12. Indemnification: Contains indemnities for the securities intermediary and potentially other parties

13. Term and Termination: Specifies duration of the agreement and termination events

14. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability