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Deed Of Subordination
"I need a Deed of Subordination for a Saudi renewable energy project where Islamic Bank A (senior creditor) is providing SAR 500M financing, and the project sponsor's existing mezzanine loan of SAR 100M needs to be subordinated, with the agreement becoming effective March 1, 2025."
1. Parties: Identifies all parties to the deed including Senior Creditor(s), Junior Creditor(s), and the Debtor
2. Background: Sets out the context of the existing debts and the purpose of the subordination arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles, including Sharia-compliant terminology
4. Subordination: Core provision establishing the subordination of junior debt to senior debt
5. Undertakings by Junior Creditor: Specific commitments and restrictions on the Junior Creditor regarding the subordinated debt
6. Undertakings by Debtor: Debtor's obligations regarding payments and maintaining the subordination structure
7. Permitted Payments: Specifies circumstances under which payments on subordinated debt are allowed
8. Turnover of Non-Permitted Recoveries: Procedure for handling payments received in breach of the subordination
9. Power of Attorney: Grants Senior Creditor authority to enforce subordination rights
10. Duration: Period of effectiveness of the subordination arrangement
11. Governing Law and Jurisdiction: Specifies Saudi law as governing law and relevant courts' jurisdiction
1. Security Provisions: Include when the subordination arrangement involves secured debts
2. Additional Creditor Accession: Include when there's possibility of additional creditors joining the arrangement
3. Amendments to Senior Facility: Include when senior debt terms may be modified without junior creditor consent
4. Sharia Compliance Declaration: Include when explicitly required to confirm Sharia compliance
5. Debt Acquisition Provisions: Include when addressing potential debt trading or transfer scenarios
6. Cross-Border Provisions: Include when any parties or assets are located outside Saudi Arabia
1. Schedule 1 - Details of Senior Debt: Lists all senior debt facilities and their key terms
2. Schedule 2 - Details of Subordinated Debt: Lists all subordinated debt facilities and their key terms
3. Schedule 3 - Form of Accession Deed: Template for additional parties to join the subordination arrangement
4. Schedule 4 - Payment Conditions: Detailed conditions for permitted payments on subordinated debt
5. Schedule 5 - Notice Details: Contact information and notice requirements for all parties
6. Appendix A - Relevant Security Documents: List and copies of related security documentation
7. Appendix B - Required Authorizations: Copies of corporate and regulatory approvals
Authors
Banking & Financial Services
Islamic Finance
Real Estate & Construction
Infrastructure
Manufacturing
Energy & Resources
Healthcare
Telecommunications
Retail & Consumer
Transportation & Logistics
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Development
Credit
Investment
Islamic Banking
Project Finance
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Finance Manager
Debt Finance Manager
Compliance Officer
Risk Manager
Islamic Finance Specialist
Project Finance Manager
Investment Director
Senior Credit Officer
Corporate Banking Manager
Restructuring Manager
Financial Controller
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