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Subordination Agreement
I need a subordination agreement to establish the priority of a senior lender's claim over a junior lender's claim on a borrower's assets, ensuring that the senior lender is paid first in the event of default. The agreement should include clear definitions of the parties involved, the terms of subordination, and any conditions under which the subordination may be altered or terminated.
What is a Subordination Agreement?
A Subordination Agreement changes the priority order of debts or claims, letting one creditor's rights take a back seat to another's. In UAE business practice, these agreements often come into play when companies need additional financing but already have existing loans or securities registered with authorities like DIFC.
Banks and lenders in the UAE commonly use these agreements to manage their risk positions, especially in real estate financing and corporate restructuring. For example, when a property developer seeks new construction funding, earlier lenders might agree to subordinate their claims to attract fresh investment. The agreement must follow UAE Civil Code requirements and be properly registered to maintain enforceability.
When should you use a Subordination Agreement?
Consider using a Subordination Agreement when seeking additional financing while existing debts are still in place. In the UAE's competitive business landscape, this becomes crucial when a new lender requires priority status over previous creditors, particularly in real estate development projects or business expansion scenarios.
These agreements prove especially valuable during corporate restructuring, when attracting fresh capital requires adjusting existing debt priorities. UAE businesses often need them to secure emergency funding, refinance existing obligations, or unlock additional credit lines from banks. The key timing is before finalizing new financing arrangements - waiting until after loan discussions may limit your negotiating options.
What are the different types of Subordination Agreement?
- Real Estate Subordination Agreement: Specifically designed for property transactions, prioritizing new mortgage lenders over existing claims.
- Subordination of Debt Agreement: Used for general corporate debt restructuring, organizing multiple creditors' claims in order of priority.
- Subordinated Creditors Security Agreement: Focuses on securing subordinated debt with specific collateral arrangements.
- Attornment And Non Disturbance Agreement: Combines subordination with tenant protection in commercial leases.
- Non Disturbance Agreement: Ensures tenant rights continue despite changes in property ownership or foreclosure.
Who should typically use a Subordination Agreement?
- Primary Lenders: Banks, financial institutions, or investment firms who require Subordination Agreements to secure their position as senior creditors in UAE financing arrangements.
- Junior Creditors: Existing lenders who agree to subordinate their claims, often in exchange for higher interest rates or other compensation.
- Corporate Borrowers: UAE companies seeking additional financing while managing existing debt obligations.
- Legal Counsel: Specialized UAE lawyers who draft and review these agreements to ensure compliance with local laws and DIFC regulations.
- Property Developers: Organizations using tiered financing structures for real estate projects in the Emirates.
How do you write a Subordination Agreement?
- Identify Debts: Gather details of all existing loans, including amounts, terms, and current priorities under UAE law.
- Document Review: Collect existing security agreements, loan contracts, and any DIFC registrations affecting the debt structure.
- Party Information: Compile accurate legal names, registration numbers, and authorized signatories of all creditors and debtors.
- Collateral Details: List all secured assets with their current market values and existing encumbrances.
- Priority Structure: Define the new ranking order clearly, using our platform's UAE-compliant templates to ensure proper formatting and legal requirements.
What should be included in a Subordination Agreement?
- Party Details: Full legal names, addresses, and registration numbers of all creditors and debtors under UAE law.
- Debt Description: Precise details of all affected debts, including amounts, dates, and existing security interests.
- Priority Terms: Clear statement of new ranking order and payment waterfall structure.
- Governing Law: Explicit reference to UAE Civil Code and applicable DIFC regulations.
- Enforcement Rights: Detailed procedures for exercising creditor rights and remedies.
- Execution Block: Proper signature format for UAE entities, including witness requirements and attestation details.
What's the difference between a Subordination Agreement and a Consortium Agreement?
A Subordination Agreement differs significantly from a Consortium Agreement in the UAE legal framework, though both deal with multiple parties' rights and obligations in complex financial arrangements.
- Primary Purpose: Subordination Agreements specifically reorganize debt priorities between creditors, while Consortium Agreements establish partnerships for joint business ventures or projects.
- Party Relationships: In Subordination Agreements, parties maintain creditor-debtor relationships with competing interests. Consortium Agreements create collaborative relationships where parties share risks and rewards.
- Legal Effect: Subordination changes existing legal rights and priorities, while Consortium Agreements create new joint obligations and shared responsibilities.
- Duration: Subordination typically remains active until specific debts are settled, whereas Consortium Agreements often last for the duration of a specific project or venture under UAE law.
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