Loan Subordination Agreement Template for United States

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Key Requirements PROMPT example:

Loan Subordination Agreement

"Need a Loan Subordination Agreement for a real estate development project where a second mortgage of $2M needs to be subordinated to an existing $5M senior loan, with specific provisions for construction milestone payments planned for March 2025."

Document background
A Loan Subordination Agreement becomes necessary when multiple creditors provide financing to the same borrower and need to establish a clear hierarchy of payment rights. This document is crucial in the United States for structuring complex financing arrangements, particularly in scenarios involving refinancing, restructuring, or additional borrowing. The agreement details which creditor gets paid first, how collections are handled, and what rights each creditor has in case of default. It typically includes specific provisions about payment restrictions, enforcement rights, and bankruptcy scenarios. The agreement must comply with both federal and state lending laws, making it a critical tool in debt management and financial planning.
Suggested Sections

1. Parties: Identification of senior creditor, subordinate creditor, and debtor

2. Background: Description of existing loans and reason for subordination

3. Definitions: Key terms including Senior Debt, Subordinated Debt, Payment Default

4. Subordination Terms: Core provisions establishing debt priority

5. Payment Restrictions: Conditions under which subordinated debt payments are prohibited

6. Enforcement Restrictions: Limitations on subordinated creditor's enforcement rights

Optional Sections

1. Turnover Provisions: Requirements for subordinated creditor to turn over prohibited payments

2. Bankruptcy Provisions: Specific provisions for bankruptcy scenarios

3. Amendment of Subordinated Debt: Restrictions on modifying subordinated debt terms

Suggested Schedules

1. Schedule of Senior Debt: Detailed listing of all senior debt obligations

2. Schedule of Subordinated Debt: Detailed listing of all subordinated debt obligations

3. Form of Legend: Required notation for subordinated debt instruments

4. Payment Terms Schedule: Specific payment terms and conditions for subordinated debt

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 legal definitions
Industries

UCC Article 9: Uniform Commercial Code provisions governing secured transactions, priority of security interests, and perfection requirements

Federal Bankruptcy Code: Federal laws governing bankruptcy proceedings and priority of claims in bankruptcy situations

Truth in Lending Act: Federal regulation requiring disclosure of key terms and costs in consumer credit and loan agreements

Federal Reserve Regulations: Regulations governing lending practices, including requirements for financial institutions and lending procedures

State UCC Variations: State-specific modifications and amendments to the Uniform Commercial Code that may affect subordination agreements

State Lending Laws: State-specific regulations governing lending practices, including licensing requirements and operational restrictions

State Usury Laws: State laws regulating maximum interest rates and related charges that can be imposed on loans

State Recording Requirements: State-specific requirements for recording and perfecting security interests and subordination agreements

SEC Regulations: Securities and Exchange Commission regulations applicable when loans involve securities or security interests

FDIC Regulations: Federal Deposit Insurance Corporation regulations governing bank lending practices and loan subordination

OCC Regulations: Office of the Comptroller of the Currency regulations applicable to national banks involved in subordination agreements

Contract Law Principles: Common law principles governing contract formation, enforcement, and interpretation

Equitable Subordination Principles: Legal principles governing the equitable subordination of claims and their enforcement

Industry-Specific Regulations: Specialized regulations applicable to specific industries that may affect loan subordination agreements

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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