Real Estate Subordination Agreement Template for Indonesia

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Key Requirements PROMPT example:

Real Estate Subordination Agreement

"I need a Real Estate Subordination Agreement for a shopping mall development in Jakarta, where a second-ranking lender with security rights over the property will subordinate their interests to a new senior lender providing additional financing of IDR 50 billion, with the agreement to be effective from March 2025."

Document background
The Real Estate Subordination Agreement is essential in Indonesian property financing transactions where multiple creditors hold security interests in the same real estate asset. This document becomes necessary when there is a need to establish or modify the priority of security rights (Hak Tanggungan) between different lenders or creditors. It is commonly used in property development projects, refinancing transactions, or when additional financing is required against already-encumbered property. The agreement must comply with Indonesian property and security laws, including the Basic Agrarian Law and Land Mortgage Law, and requires proper registration with the National Land Office (BPN). The document typically includes detailed provisions about the property, existing security interests, and the agreed subordination arrangement, ensuring clarity in enforcement rights and payment priorities.
Suggested Sections

1. Parties: Identification of all parties involved, including the senior creditor, subordinate creditor, and the property owner/borrower

2. Background: Recitals explaining the existing security interests, loans, and reason for subordination

3. Definitions: Definitions of key terms used throughout the agreement, including reference to relevant Indonesian legal terminology

4. Subordination Terms: Core provisions detailing the subordination arrangement, including the priority of security interests and payment rights

5. Representations and Warranties: Statements by each party confirming their authority, ownership of rights being subordinated, and other key facts

6. Covenants: Ongoing obligations of the parties, including maintenance of priority positions and notification requirements

7. Registration and Perfection: Requirements for recording the subordination with relevant Indonesian land offices and authorities

8. Governing Law and Jurisdiction: Specification of Indonesian law as governing law and jurisdiction for disputes

9. Notices: Procedures for formal communications between parties

10. Execution: Signature blocks and notarial requirements under Indonesian law

Optional Sections

1. Further Assurance: Additional provisions for parties to take necessary actions to give effect to the subordination, used when specific future actions may be required

2. Default and Remedies: Specific provisions regarding events of default and available remedies, included when parties want detailed enforcement mechanisms

3. Amendment of Original Security Documents: Provisions modifying existing security documents, needed when original documents require modification

4. Indonesian Language Compliance: Provisions regarding dual language requirements, included when the agreement is in both English and Indonesian

5. Assignment: Provisions regarding the ability to transfer rights under the agreement, included when parties anticipate potential transfers

6. Costs and Expenses: Allocation of costs related to the subordination, included when significant expenses are anticipated

Suggested Schedules

1. Property Details: Detailed description of the real estate property, including land certificates and registration details

2. Existing Security Documents: List and details of all existing security interests and their registration particulars

3. Form of Notice: Template for notifications required under the agreement

4. Priority Payment Waterfall: Detailed breakdown of payment priorities and distributions

5. Required Governmental Approvals: List of necessary permits and approvals from Indonesian authorities

6. Power of Attorney: Form of power of attorney for registration purposes if required

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
Relevant Industries

Real Estate

Banking and Finance

Property Development

Construction

Infrastructure

Commercial Property

Residential Property

Investment Management

Legal Services

Relevant Teams

Legal

Real Estate

Property Finance

Credit Risk

Compliance

Investment

Corporate Finance

Property Development

Transaction Management

Securities and Collateral

Relevant Roles

Real Estate Lawyer

Property Finance Manager

Legal Counsel

Banking Officer

Credit Risk Manager

Property Development Manager

Investment Officer

Compliance Officer

Real Estate Investment Manager

Transaction Manager

Security Trustee

Corporate Lawyer

Property Rights Specialist

Notary Public

Industries
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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