Standard documents

A Subordination, Non-disturbance and Attornment Agreement provides for the lien priority between a landlord's lender and a tenant while preserving the tenant's rights in the leased premises if there is a foreclosure by the landlord's lender. This Standard Document is drafted in favor of the lender. State and local laws govern the enforceability and interpretation of subordination, non-disturbance and attornment agreements, but this Standard Document is relevant in every state. This Standard Document has integrated notes with explanatory, drafting and negotiating tips.

A contract for the sale of freehold land with vacant possession by a company in liquidation. The contract incorporates the Standard Commercial Property Conditions (Second Edition). The standard document may be viewed with or without the integrated drafting notes by using the options in the "Actions" box in the top right-hand corner of the screen. See Standard clauses and drafting notes for clauses that can be used to adapt this document.

A standard form legal mortgage over a property (often referred to as a "legal charge") granted by an individual borrower in favour of an individual lender, securing monies that have been borrowed for the purpose of the borrower's business. Note: This standard document can only be used in the prescribed circumstances discussed in the integrated drafting notes as it has been drafted to bring it within one of the categories of exempt agreements for the purposes of the Consumer Credit Act 1974 (CCA 1974).  Any amendments should be discussed with a specialist in consumer credit since any alterations may take this mortgage outside the definition of exempt agreement.  This would mean that the lender would need a consumer credit licence and this mortgage would need to comply with the provisions of the CCA 1974 to be enforceable without a court order.  This mortgage is not drafted to be compliant with the CCA 1974.

A tenant's certification of certain material terms of its lease. This Standard Document is drafted from the lender's perspective in the context of a landlord's financing and contains negotiating tips and advice for the tenant. State and local laws govern the enforceability and interpretation of tenant estoppel certificates, but this document is useful and relevant to tenants in every state. This Standard Document has integrated notes with important explanations and drafting and negotiating tips for the tenant.

Borrower board minutes approving execution of a facility agreement and debenture. They can also be used for a meeting of the directors of a company to approve other finance documents that the company is proposing to enter in connection with a secured financing transaction and are consistent with the requirements of Standard document, Facility agreement. However, if the facility agreement is not secured by a debenture, use Standard document, Board minutes: borrower approving facility agreement. This document includes integrated drafting notes.

A bilateral, secured, sterling, term facility agreement (also known as a loan agreement) between a single lender and a single borrower.

This is a standard form of forbearance agreement to be used when a borrower defaults under a loan agreement and the parties are negotiating an out-of-court restructuring. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

A standard form mortgage of shares created by a company incorporated in England and Wales in favour of a single corporate lender. This standard document creates a mortgage over all the shares of a private limited company incorporated in England and Wales, together with a fixed charge over all dividends, interest and other rights attaching to those shares. This standard document contains integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a mortgage of shares, see Drafting note, About this document below.

A letter of undertaking from a law firm acting for a lender regarding the release of security. The law firm confirms that it holds a deed of release to the lender's order and undertakes to forward it to the security provider's lawyers once the lender confirms that it has received an agreed sum of money to enable it to release a mortgage or charge.

A specific liabilities guarantee and indemnity given by a corporate guarantor of a company. Both companies are incorporated in England and Wales and security has been given by the borrower.

Specimen special resolution passed by the shareholders for the purposes of section 39 of the Companies Act 2006 in relation to approval and execution of a guarantee and indemnity. In the case of a private limited company the directors may ask the shareholders to pass a written special resolution rather than convene a general meeting. However, a public limited company must convene a general meeting of shareholders to pass an appropriate resolution. For more information on general meetings, see PLC Corporate, Practice note, General meetings (including AGMs) - conduct of the meeting and PLC Corporate, Practice note, General meetings (including AGMs): preparation and notice: 1 October 2007. For more information on special resolutions, see PLC Corporate, Practice note, Special resolutions: Companies Act 2006. For more information on written resolutions, see PLC Corporate, Practice note, Written resolutions: Companies Act 2006.

A letter from a lender to a borrower waiving a breach of one or more obligations of the borrower under a facility agreement (also known as a loan agreement). This standard document includes integrated drafting notes.

Outline board minutes of a parent, subsidiary or group company approving a guarantee and indemnity of a parent, subsidiary or group company's obligations.   

A standard form director's certificate (also known as an officer's certificate) to be provided by a director of a company which is a borrower or which is giving a guarantee or other security under a loan facility agreement. The standard document includes integrated drafting notes and negotiating tips. For detailed information on legal issues that may arise when drafting a director's certificate, see Drafting note, General document notes.

A letter to confirm to a buyer of assets that any floating charge over the assets to be acquired has not crystallised into a fixed charge.

This Landlord Lien Waiver and Collateral Access Agreement provides a lender with a lien waiver from its borrower's landlord and the right to access the collateral located at the borrower's leased premises. This Standard Document is a form that may be used by lenders providing borrowers with financing secured by the borrower's property that is located at the borrower's leased premises. This Standard Document has integrated drafting notes with important explanations and drafting tips. 

A pre-negotiation letter is commonly used in commercial real estate loans when the borrower is either in default or about to be in default under its loan. It provides a framework for the parties to conduct preliminary discussions for either a loan modification or a workout, depending on the particular circumstances of the loan. This Standard Document has integrated drafting notes and important explanations and drafting tips.

A deed of priority to regulate the priority of security over the same asset or assets granted to different creditors by the same debtor company. This standard document includes integrated drafting notes, which explain the law behind, and commercial reasons for, provisions of the document. This standard document does not include subordination provisions or provisions prohibiting payment of the debt owed to the junior creditor prior to enforcement of security. If these provisions are required, consider using Standard document, Intercreditor deed for secured debt.

A standard form legal mortgage over a property (often referred to as a "legal charge") granted by an individual borrower in favour of a lender securing specific monies that it owes to the lender. Note: This standard document can only be used in the prescribed circumstances discussed in the integrated drafting notes as it has been drafted to bring it within one of the categories of exempt agreements for the purposes of the Consumer Credit Act 1974 (CCA 1974).  Any amendments should be discussed with a specialist in consumer credit since such alterations may take this mortgage outside the definition of exempt agreement.  This would mean that the lender would need a consumer credit licence and this mortgage would need to comply with the provisions of the CCA 1974 to be enforceable without a court order.  This mortgage is not drafted to be compliant with the CCA 1974.

This closing statement can be used for a closing binder that is prepared after a real estate transaction has closed. Closing statements are used in acquisition and lending transactions. This Standard Document is for a commercial real estate transaction involving the acquisition of real estate with permanent financing. This Standard Document has integrated notes with important explanations and drafting tips.

A standard form deed of release by which a lender releases some, but not all, of the mortgages and charges granted to it by a security provider under a security agreement.

A standard form third party legal mortgage over a property (often referred to as a legal charge) granted by a company incorporated in England and Wales in favour of a single lender securing specific monies owed by another party to the lender. This standard document includes integrated drafting notes, which explain the law behind, and commercial reasons for, provisions of the document.

A standard short-form, bilateral, secured or unsecured, sterling, term facility agreement (or loan agreement) between two group companies.  The standard document is not an arm's length document and, among other things, contains provision for immediate repayment if the borrower ceases to be a subsidiary of the lender. This document contains integrated drafting notes.

A standard form deed of substituted security for use primarily in lending transactions secured by a portfolio of properties where the borrower has the right to swap the properties forming the lender's security. For important information about this document, see Drafting note: When to use this document.

Standard document letter to HM Revenue and Customs requesting permission (before 1 June 2008 only) to exercise and option to tax (also known as an "election to waive [VAT] exemption") where an exempt supply has been or will be made in relation to the relevant land before the date on which the option would take effect and the conditions for automatic permission have not been met. For permission applications on or after 1 June 2008, HMRC form VAT 1614H should be used.