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Lien Subordination Agreement
"I need a Lien Subordination Agreement for a commercial real estate project in Manila, where a local bank holding first mortgage will subordinate to a new senior lender advancing additional funds in March 2025, with the total secured amount being PHP 50 million."
1. Parties: Identifies all parties to the agreement, including the senior lienholder, subordinate lienholder(s), and the borrower/property owner
2. Background: Recitals explaining the existing liens, their registration details, and the purpose of the subordination
3. Definitions: Defines key terms used throughout the agreement, including 'Senior Debt', 'Subordinated Debt', 'Collateral', and 'Enforcement Event'
4. Subordination: Core provision establishing the subordination of the junior lien to the senior lien, including scope and extent of subordination
5. Representations and Warranties: Statements by each party confirming their authority, validity of liens, and absence of conflicts
6. Covenants: Ongoing obligations of the parties, including restrictions on amendments to secured obligations and further encumbrances
7. Priority of Payments: Details how payments and proceeds will be distributed between lienholders
8. Default and Enforcement: Rights and procedures in case of default, including enforcement priorities and standstill obligations
9. Termination: Conditions under which the subordination agreement terminates
10. Miscellaneous: Standard boilerplate provisions including governing law, notices, amendments, and counterparts
1. Additional Security Interests: Required when there are multiple properties or types of collateral involved, detailing how subordination applies to each
2. Inter-creditor Provisions: Needed when there are multiple subordinate lienholders, establishing their respective rights and priorities
3. Future Advances: Include when the senior debt may increase through future advances, specifying how these will be treated under the subordination
4. Assignment and Transfer: Include when parties anticipate potential transfers of the debt or security interests
5. Insurance and Condemnation Proceeds: Required when specific arrangements for insurance or condemnation proceeds distribution are needed
6. Registration and Perfection: Include when specific actions are required to register or perfect the subordination arrangement
1. Schedule A - Property Description: Detailed legal description of the property or properties subject to the liens
2. Schedule B - Senior Debt Documents: List and details of all documents evidencing the senior debt and security
3. Schedule C - Subordinated Debt Documents: List and details of all documents evidencing the subordinated debt and security
4. Schedule D - Existing Liens: Details of all existing liens, including registration numbers and dates
5. Appendix 1 - Form of Notice: Standard form for any notices required under the agreement
6. Appendix 2 - Registration Requirements: Specific requirements for registering the subordination with relevant authorities
Authors
Subordinated Debt
Senior Lender
Subordinate Lender
Borrower
Collateral
Security
Security Documents
Senior Security Documents
Subordinated Security Documents
Enforcement Event
Enforcement Action
Default
Event of Default
Distribution
Discharge
Payment in Full
Permitted Payments
Priority of Payments
Secured Obligations
Senior Secured Obligations
Subordinated Secured Obligations
Security Interest
Lien
Encumbrance
Standstill Period
Enforcement Proceeds
Business Day
Banking Day
Philippine Law
Register
Registration
Effective Date
Future Advances
Remedies
Recovery
Permitted Senior Debt
Refinancing
Amendment
Transfer
Assignment
Definitions
Subordination
Priority Rights
Payment Terms
Standstill
Enforcement Rights
Security Interest
Representations and Warranties
Covenants
Events of Default
Remedies
Assignment and Transfer
Amendments and Waivers
Notices
Governing Law
Dispute Resolution
Registration and Stamp Duty
Counterparts
Severability
Entire Agreement
Further Assurance
Termination
Costs and Expenses
Indemnification
Confidentiality
Banking & Financial Services
Real Estate & Property Development
Construction & Infrastructure
Manufacturing
Energy & Resources
Agriculture & Agribusiness
Retail & Commercial
Healthcare & Medical Facilities
Hospitality & Tourism
Industrial & Warehousing
Legal
Finance
Credit Risk
Corporate Banking
Real Estate
Compliance
Treasury
Risk Management
Securities & Collateral
Corporate Secretariat
Legal Counsel
Finance Director
Credit Risk Manager
Corporate Lawyer
Banking & Finance Attorney
Real Estate Manager
Loan Officer
Security Trustee
Compliance Officer
Property Manager
Chief Financial Officer
Treasury Manager
Corporate Secretary
Risk Management Officer
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