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Loan Subordination Agreement Template
I need a Loan Subordination Agreement Template for a UAE real estate development project with three tiers of debt: senior bank debt, mezzanine financing, and shareholder loans, with the agreement needing to be completed by March 2025 and including both conventional and Islamic finance provisions.
1. Parties: Identification of all parties including Senior Creditor(s), Subordinated Creditor(s), and the Debtor
2. Background: Context of the existing debts and reason for subordination arrangement
3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, and Payment Terms
4. Subordination: Core provisions establishing the subordination of the junior debt to the senior debt
5. Restrictions on Subordinated Debt: Limitations on payments, enforcement actions, and modifications of subordinated debt
6. Turnover of Receipts: Obligations to turn over any payments received in breach of the subordination arrangements
7. Senior Creditor Rights: Rights of the senior creditor including enforcement and modification rights
8. Representations and Warranties: Key representations by all parties regarding authority, enforceability, and existing obligations
9. Permitted Payments: Circumstances under which payments on subordinated debt are permitted
10. Duration and Termination: Term of the subordination arrangement and conditions for termination
11. Governing Law and Jurisdiction: Specification of UAE law as governing law and jurisdiction for disputes
1. Islamic Finance Compliance: Required when any of the debt facilities are Shariah-compliant, setting out specific provisions for Islamic finance arrangements
2. Multiple Creditor Provisions: Required when there are multiple subordinated creditors, establishing their respective rights and rankings
3. Security Arrangements: Required when the subordination involves secured debt, addressing the priority of security interests
4. Intercreditor Provisions: Required for complex arrangements involving multiple creditor classes and their relationships
5. Payment Blockage Provisions: Optional sophisticated mechanisms for blocking payments on subordinated debt upon specific trigger events
6. Amendment Provisions: Required for complex arrangements involving multiple parties, setting out specific procedures for modifications
7. DIFC Jurisdiction Provisions: Required if any party is based in or the agreement involves the Dubai International Financial Centre
1. Schedule 1 - Details of Senior Debt: Comprehensive list and details of all senior debt facilities
2. Schedule 2 - Details of Subordinated Debt: Comprehensive list and details of all subordinated debt facilities
3. Schedule 3 - Form of Accession Deed: Standard form for additional creditors to accede to the agreement
4. Schedule 4 - Payment Waterfall: Detailed payment priority waterfall in enforcement scenarios
5. Schedule 5 - Notice Requirements: Forms of notices and communication requirements between parties
6. Appendix A - Security Documents: List and copies of relevant security documents if applicable
7. Appendix B - Existing Indebtedness: Complete overview of borrower's existing debt arrangements
Authors
Administrative Party
Borrower
Business Day
Debt Document
Default
Discharge Date
Distribution
Enforcement Action
Enforcement Notice
Event of Default
Facility Agreement
Finance Document
Financial Indebtedness
Guarantor
Insolvency Event
Intercreditor Agreement
Liability
Loan Agreement
Material Adverse Effect
Obligor
Payment Blockage Notice
Payment Blockage Period
Permitted Payment
Principal Agreement
Priority Debt
Proceeds
Secured Obligations
Secured Party
Security
Security Agent
Security Document
Security Interest
Senior Agent
Senior Creditor
Senior Debt
Senior Default
Senior Discharge Date
Senior Facility Agreement
Senior Finance Document
Senior Lender
Senior Payment Default
Senior Security
Subordinated Creditor
Subordinated Debt
Subordinated Finance Document
Subordinated Lender
Subordination Period
Termination Date
Transaction Security
Definitions
Subordination
Ranking
Payment Restrictions
Turnover
Enforcement
Standstill
Permitted Payments
Payment Blockage
Representations
Warranties
Undertakings
Information Rights
Preservation of Debt
Amendments and Waivers
Changes to Parties
Administration
Costs and Expenses
Indemnities
Notices
Calculations
Partial Invalidity
Remedies and Waivers
Counterparts
Governing Law
Dispute Resolution
Assignment
Termination
Accession
Third Party Rights
Confidentiality
Set-off
Security Arrangements
Default
Force Majeure
Banking and Financial Services
Real Estate and Construction
Infrastructure Development
Energy and Resources
Commercial and Industrial
Healthcare
Hospitality and Tourism
Retail and Consumer Goods
Technology and Telecommunications
Transportation and Logistics
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Project Finance
Islamic Finance
Credit Risk
Investment Banking
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Lawyer
Banking and Finance Lawyer
Treasury Manager
Financial Controller
Risk Manager
Compliance Officer
Investment Manager
Debt Restructuring Specialist
Islamic Finance Specialist
Corporate Finance Manager
Project Finance Manager
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