Real Estate Subordination Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Real Estate Subordination Agreement

"I need a Real Estate Subordination Agreement for a commercial property in Central, Hong Kong, where ABC Bank Limited will subordinate its existing first mortgage to a new mortgage by XYZ Bank, with the subordination to take effect from March 1, 2025."

Document background
The Real Estate Subordination Agreement is a crucial document in Hong Kong's real estate financing landscape, particularly when multiple lenders have security interests in the same property. It becomes necessary when a new lender requires priority over existing security interests, or when existing lenders agree to reorganize their priority rankings. The agreement must comply with Hong Kong's property and security laws, including the Conveyancing and Property Ordinance and Land Registration Ordinance. It typically contains detailed information about the property, existing security interests, the agreed subordination arrangement, and provisions for registration and stamp duty. This document is commonly used in property development projects, refinancing arrangements, and complex real estate transactions where multiple funding sources are involved.
Suggested Sections

1. Parties: Identifies all parties to the agreement including the senior creditor, subordinate creditor, and property owner

2. Background: Recitals explaining the existing security interests, their current priority status, and the purpose of the subordination

3. Definitions: Defines key terms including Property, Senior Security, Subordinate Security, and Priority Amount

4. Subordination: Core provisions establishing the new priority arrangement between the security interests

5. Representations and Warranties: Statements by each party confirming their authority, ownership of their interests, and validity of security

6. Covenants: Ongoing obligations of the parties regarding maintaining the subordination arrangement

7. Registration and Stamp Duty: Provisions regarding registration of the agreement and payment of applicable stamp duty

8. Notices: Requirements for giving notice under the agreement

9. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

10. Execution: Signature blocks and execution formalities

Optional Sections

1. Further Assurance: Additional provisions requiring parties to take any further actions necessary to give effect to the subordination - include when complex property interests are involved

2. Duration: Specific provisions about how long the subordination remains in effect - include when subordination is intended to be temporary or conditional

3. Default and Remedies: Specific provisions about what happens in case of breach - include when parties want specific remedies spelled out

4. Assignment: Provisions regarding the ability to assign rights under the agreement - include when assignment rights are important to any party

5. Third Party Rights: Provisions regarding whether third parties have rights under the agreement - include when relevant under the Contracts (Rights of Third Parties) Ordinance

Suggested Schedules

1. Property Description: Detailed legal description of the property including lot number and address

2. Senior Security Details: Details of the senior security including registration particulars and secured amount

3. Subordinate Security Details: Details of the subordinate security including registration particulars and secured amount

4. Form of Notice: Prescribed form for notices under the agreement if specific requirements are needed

5. Required Registrations: List of required registrations and filings to effect 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 Industries

Banking & Finance

Real Estate

Commercial Property

Property Development

Construction

Mortgage Lending

Investment Management

Legal Services

Relevant Teams

Legal

Real Estate

Commercial Banking

Property Finance

Risk Management

Compliance

Investment Management

Security Administration

Corporate Banking

Property Management

Relevant Roles

Real Estate Lawyer

Property Finance Manager

Mortgage Officer

Real Estate Investment Manager

Legal Counsel

Property Development Manager

Security Trustee

Commercial Banking Manager

Risk Manager

Compliance Officer

Real Estate Portfolio Manager

Property Rights Administrator

Industries
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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