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Bank Subordination Agreement
"I need a Bank Subordination Agreement for a real estate development project in Karachi, where three subordinated lenders will rank behind a syndicate of two senior banks, with permitted payments allowed during the construction phase ending March 2025."
1. Parties: Identifies all parties to the agreement including senior lender(s), subordinated lender(s), and the borrower
2. Background: Recitals explaining the context of existing lending arrangements and purpose of subordination
3. Definitions and Interpretation: Defines key terms used in the agreement and rules of interpretation
4. Subordination: Core provisions establishing the subordination of junior debt to senior debt
5. Ranking and Priority: Detailed provisions on the ranking of different debts and security interests
6. Payment Restrictions: Conditions and restrictions on payments to subordinated creditors
7. Turnover of Receipts: Obligations to turn over any unauthorized payments received by subordinated creditors
8. Enforcement Restrictions: Limitations on enforcement actions by subordinated creditors
9. Application of Proceeds: Rules for the application of proceeds from enforcement or insolvency
10. Power of Attorney: Appointment of senior creditor as attorney to enforce subordination provisions
11. Representations and Warranties: Standard representations and warranties from all parties
12. Duration and Release: Term of the agreement and conditions for release of subordination
13. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law
1. Security Provisions: Additional provisions regarding security arrangements, used when the subordination involves secured debts
2. Permitted Payments: Specific provisions allowing certain payments to subordinated creditors under defined circumstances
3. Additional Subordinated Creditors: Mechanism for additional creditors to accede to the agreement, used in syndicated arrangements
4. Inter-creditor Provisions: Additional provisions governing relationships between multiple creditors, used in complex lending structures
5. Purchase Option: Rights for subordinated creditors to purchase senior debt, used in certain sophisticated arrangements
6. Debt Trading Provisions: Provisions governing the transfer of subordinated debt, used when debt trading is contemplated
1. Schedule 1 - Details of Senior Facilities: Lists all senior facility agreements and amounts
2. Schedule 2 - Details of Subordinated Debt: Lists all subordinated debt arrangements and amounts
3. Schedule 3 - Form of Accession Deed: Standard form for new parties to accede to the agreement
4. Schedule 4 - Form of Subordinated Lender's Certificate: Standard form confirming subordinated debt amounts and terms
5. Schedule 5 - Notice Details: Contact details and notice requirements for all parties
6. Appendix A - Payment Waterfall: Detailed hierarchy of payments in enforcement or insolvency scenarios
Authors
Banking
Financial Services
Corporate Lending
Investment Banking
Project Finance
Infrastructure
Real Estate
Manufacturing
Commercial Development
Energy
Legal
Finance
Risk Management
Corporate Banking
Credit
Compliance
Treasury
Structured Finance
Corporate Finance
Investment Banking
Chief Financial Officer
Finance Director
Legal Counsel
Banking Lawyer
Risk Manager
Credit Manager
Relationship Manager
Structured Finance Manager
Treasury Manager
Compliance Officer
Corporate Finance Manager
Senior Loan Officer
Investment Banking Director
Project Finance Manager
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