Subordination Agreement review
Subordination agreement under UCC § 9-339 + Bankruptcy Code § 510(a).
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What it checks
Subordinated debt identified
Subordination agreement must identify the subordinated debt with specificity.
Critical · BNK-033
Senior debt identified + future advances treatment
Subordination must identify the senior debt and address future advances / refinancings.
Critical · BNK-034
Payment subordination — blockage + turnover
Subordination must address payment subordination, blockage windows, and turnover.
Critical · BNK-035
Permitted payments / windows
Subordination should permit ordinary-course interest / scheduled payments outside of default / blockage.
Warning · BNK-036
Standstill on enforcement
Subordination must include standstill on enforcement against borrower / collateral.
Warning · BNK-037
Bankruptcy provisions — § 510(a) enforceability
Subordination should expressly invoke Bankruptcy Code § 510(a) enforceability in bankruptcy.
Warning · BNK-038
Every run also applies 110 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.
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