The Non-Recourse Loan Agreement is a specialized financing instrument used when lenders agree to look solely to specific collateral for loan repayment, without recourse to the borrower's other assets. This document type is commonly used in Hong Kong for project finance, real estate development, and asset-based financing transactions where the loan is secured by high-value assets generating their own cash flows. The agreement must comply with Hong Kong's legal framework, including the Money Lenders Ordinance, Companies Ordinance, and relevant security registration requirements. It includes comprehensive provisions for collateral description, security arrangements, enforcement procedures, and clearly defined limitations on recourse rights. The document is particularly important in structured finance transactions where risk isolation is crucial, and requires careful consideration of Hong Kong's security interest and enforcement regulations.
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1. Parties: Identification of the lender and borrower with full legal names and addresses
2. Background: Context of the loan transaction and general purpose
3. Definitions and Interpretation: Defined terms, interpretation rules, and construction principles
4. The Facility: Key terms of the loan including amount, purpose, and availability period
5. Interest: Interest rate, calculation method, payment dates, and default interest provisions
6. Repayment: Repayment schedule, prepayment terms, and payment mechanics
7. Security: Description of collateral and security arrangements
8. Non-Recourse Provision: Clear statement limiting recourse to the specified collateral only
9. Conditions Precedent: Conditions that must be satisfied before loan drawdown
10. Representations and Warranties: Borrower's statements regarding its status and the collateral
11. Covenants: Ongoing obligations regarding the collateral and borrower conduct
12. Events of Default: Circumstances constituting default and enforcement rights
13. Enforcement: Rights and procedures for enforcing against the collateral
14. Costs and Expenses: Allocation of transaction costs and enforcement expenses
15. Notices: Communication methods and contact details
16. General Provisions: Boilerplate clauses including governing law and jurisdiction
1. Security Trustee Provisions: Required when there are multiple lenders and a security trustee structure
2. Insurance: Detailed insurance requirements when collateral requires specific insurance coverage
3. Additional Collateral Rights: Used when there are unique features of the collateral requiring special provisions
4. Tax Gross-Up: Include when tax implications require specific treatment of payments
5. Currency Provisions: Required when loan and repayment may involve multiple currencies
6. Syndication Rights: Include if the lender may want to syndicate the loan
7. Regulatory Compliance: Special provisions required for regulated borrowers or collateral
8. Market Disruption: Include for floating rate loans to address market disruption events
1. Schedule 1 - Collateral Description: Detailed description of the assets serving as collateral
2. Schedule 2 - Form of Drawdown Request: Template for borrower to request loan disbursement
3. Schedule 3 - Conditions Precedent Documents: List of required documents and conditions
4. Schedule 4 - Repayment Schedule: Detailed payment dates and amounts if term loan
5. Schedule 5 - Form of Security Documents: Forms of security agreements and filings
6. Schedule 6 - Form of Compliance Certificate: Template for periodic compliance certification
7. Appendix A - Calculation of Interest: Detailed interest calculation methodology
8. Appendix B - Enforcement Procedures: Specific procedures for collateral enforcement
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