Deed Of Subordination Template for Hong Kong

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Key Requirements PROMPT example:

Deed Of Subordination

"I need a Deed of Subordination for a Hong Kong real estate development project where three junior creditors need to subordinate their claims (totaling HKD 50 million) to a senior bank facility of HKD 200 million, with the deed becoming effective March 1, 2025."

Document background
A Deed of Subordination is a critical document in complex financing structures where multiple creditors have claims against the same debtor. Under Hong Kong law, this deed formally establishes the hierarchy of debt and regulates the rights and obligations of different classes of creditors. It is commonly used in scenarios involving multiple layers of debt financing, corporate restructurings, or project finance transactions. The document typically includes detailed provisions on payment waterfall, restrictions on enforcement actions, turnover obligations, and protective mechanisms for senior debt priority. The deed must comply with Hong Kong's formal requirements for deed execution and registration, particularly under the Companies Ordinance and Conveyancing and Property Ordinance. It becomes especially relevant during refinancing, restructuring, or enforcement scenarios, providing clarity and certainty in creditor relationships.
Suggested Sections

1. Parties: Identifies all parties to the deed including Senior Creditor(s), Junior Creditor(s), and the Debtor

2. Background: Recites the existing debt arrangements and reason for subordination

3. Definitions and Interpretation: Defines key terms including Senior Debt, Junior Debt, Enforcement Action, etc.

4. Subordination: Core provisions establishing the subordination of the Junior Debt to the Senior Debt

5. Undertakings by Junior Creditor: Key promises by Junior Creditor regarding their debt and enforcement rights

6. Undertakings by Debtor: Debtor's obligations regarding payments and maintaining the priority structure

7. Turnover of Proceeds: Provisions for handling any payments received in breach of the subordination

8. Duration: Period of effectiveness and conditions for termination of the subordination

9. Payments and Receipts: Rules governing permitted payments and handling of received funds

10. Protection of Subordination: Mechanisms to ensure the subordination remains effective

11. Enforcement: Rights and restrictions regarding enforcement actions

12. Representations and Warranties: Standard confirmations from all parties

13. Boilerplate Provisions: Standard provisions including notices, amendments, governing law, etc.

Optional Sections

1. Further Advances: Required when the Senior Creditor may make additional loans that should maintain priority

2. Assignment and Transfer: Include when parties need ability to transfer their rights under the deed

3. Security Trust: Needed when security is held by a security trustee for multiple creditors

4. Refinancing Provisions: Include when contemplating potential refinancing of Senior Debt

5. Amendments to Facility Documents: Include when flexibility is needed to amend underlying loan documents

6. Standstill Provisions: Include detailed standstill obligations if required beyond basic subordination

7. Agent Provisions: Required when involving facility agents or security agents

Suggested Schedules

1. Senior Debt Documents: List and details of all Senior Debt facilities and security

2. Junior Debt Documents: List and details of all Junior Debt facilities and security

3. Form of Accession Deed: Standard form for new parties to accede to the deed

4. Notice Provisions: Detailed contact information and notice requirements for all parties

5. Security Details: Details of any security interests affected by the subordination

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

Relevant legal definitions
Clauses
Relevant Industries

Banking & Finance

Real Estate

Infrastructure

Manufacturing

Retail

Technology

Construction

Healthcare

Energy

Telecommunications

Private Equity

Investment Management

Insurance

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Corporate Banking

Structured Finance

Compliance

Corporate Advisory

Deal Advisory

Transaction Management

Portfolio Management

Risk Management

Corporate Restructuring

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Banking & Finance Lawyer

Risk Manager

Credit Manager

Restructuring Officer

Investment Manager

Portfolio Manager

Debt Fund Manager

Corporate Banking Manager

Relationship Manager

Transaction Manager

Security Trustee Officer

Compliance Officer

Financial Controller

Industries
Teams

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