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1. Parties: Identifies and defines the Existing Mortgagee (Assignor), New Mortgagee (Assignee), and reference to the Mortgagor
2. Background: Recitals explaining the existing mortgage arrangement, reason for assignment, and current status of the mortgage
3. Definitions: Defines key terms used throughout the agreement, including Property, Existing Mortgage, Secured Liabilities, etc.
4. Assignment: Core provision detailing the assignment of mortgage rights and secured liabilities from Assignor to Assignee
5. Consideration: States the consideration paid for the assignment of the mortgage
6. Representations and Warranties: Assignor's warranties regarding the mortgage, outstanding amount, and authority to assign
7. Completion: Details of completion arrangements, including timing, location, and deliverables
8. Further Assurance: Obligations to execute further documents and take additional steps if necessary
9. Notices: Procedure for giving notices under the agreement
10. Governing Law and Jurisdiction: Confirms Hong Kong law as governing law and Hong Kong courts' jurisdiction
1. Mortgagor's Consent: Required if the original mortgage or facility agreement requires mortgagor's consent for assignment
2. Transfer of Related Securities: Used when additional securities or guarantees are being transferred along with the mortgage
3. Tax Provisions: Detailed tax arrangements if complex stamp duty or tax implications exist
4. Regulatory Compliance: Required for regulated entities or when specific regulatory requirements apply
5. Assignment of Insurance: Required if there are associated insurance policies being transferred
6. Power of Attorney: Optional provisions granting power of attorney to the Assignee
1. Schedule 1 - Property Details: Detailed description of the mortgaged property including lot number and address
2. Schedule 2 - Existing Mortgage Details: Details of the original mortgage including date, registration particulars, and facility amount
3. Schedule 3 - Outstanding Amount: Statement of the current outstanding amount under the mortgage
4. Schedule 4 - Completion Requirements: List of documents and requirements for completion
5. Appendix A - Form of Transfer Deed: Standard form for the transfer of mortgage deed required for registration
6. Appendix B - Form of Notice to Mortgagor: Template notice informing the mortgagor of the assignment
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