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Security Assignment Agreement
"I need a Security Assignment Agreement under Hong Kong law for a renewable energy project, where the project company (as assignor) will assign its rights under key project contracts to secure a HKD 500 million facility agreement closing in March 2025."
1. Parties: Identifies the Assignor, Assignee/Security Agent, and any other relevant parties to the agreement
2. Background: Sets out the context of the security assignment, including reference to any underlying facility or obligation being secured
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles for the agreement
4. Assignment and Creation of Security: Core provision establishing the security assignment of the relevant assets
5. Representations and Warranties: Assignor's confirmations regarding ownership, capacity, and authority to assign the assets
6. Covenants: Ongoing obligations of the Assignor regarding the secured assets and maintenance of security
7. Further Assurance: Obligation to execute additional documents and take actions to perfect the security
8. Power of Attorney: Appointment of the Assignee as attorney to perfect or enforce the security
9. Enforcement: Rights and remedies of the Assignee upon occurrence of an enforcement event
10. Continuing Security: Confirms the security is continuing and covers all secured obligations
11. Discharge and Release: Conditions and process for releasing the security
12. Payments and Applications: How payments received will be applied and treated
13. General Provisions: Standard boilerplate provisions including notices, amendments, governing law, etc.
1. Security Agent Provisions: Required when the security is held by a security agent on behalf of multiple beneficiaries
2. Currency Provisions: Required when the secured assets or obligations involve multiple currencies
3. Tax Gross-up: Include when payments under the agreement may be subject to withholding tax
4. Limited Recourse: Include when the Assignee's recourse is intended to be limited to specific assets
5. Contract Rights: Specific provisions when assigning rights under contracts requiring third party consent
6. Bank Account Security: Specific provisions for assignments of bank accounts including operation requirements
7. Insurance Provisions: Required when the security includes insurance policies or proceeds
1. Schedule 1 - Assigned Assets: Detailed description of all assets subject to the security assignment
2. Schedule 2 - Form of Notice of Assignment: Template notice to be sent to relevant third parties
3. Schedule 3 - Form of Acknowledgment: Template acknowledgment to be obtained from relevant third parties
4. Schedule 4 - Perfection Requirements: List of specific actions required to perfect the security in different jurisdictions
5. Schedule 5 - Secured Obligations: Description of the obligations secured by the assignment
6. Schedule 6 - Existing Security: Details of any permitted existing security over the assigned assets
7. Appendix 1 - Supporting Documents: List of supporting documents required for registration and perfection
Authors
Banking
Financial Services
Real Estate
Infrastructure
Construction
Manufacturing
Energy
Telecommunications
Healthcare
Technology
Insurance
Investment Management
Private Equity
Legal
Finance
Treasury
Corporate Secretarial
Risk Management
Compliance
Credit
Banking Operations
Security Administration
Transaction Management
Legal Counsel
Finance Director
Chief Financial Officer
Corporate Secretary
Treasury Manager
Risk Manager
Compliance Officer
Security Trustee
Facility Agent
Transaction Manager
Legal Director
Senior Associate
Partner
General Counsel
Banking Manager
Credit Officer
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