Adeel Syed Reviews a Typical Banking Document: The Subordination Agreement

Photograph: Adeel Syed.Adeel Syed, '15, returned to Washburn University School of Law on April 9, 2018 to lead a small-group Transactional Lunch focusing on subordination agreements. Syed works as a Staff Attorney at the Kansas Bankers Association.

The Transactional Lunch format enables a small group of students to learn about a particular type of transactional document or issue from a practicing attorney in a workshop environment. Syed taught a group of 1L, 2L, and 3L students about the provisions of a Subordination, Nondisturbance and Attornment Agreement. He frequently works with such agreements in his practice, and first explained the circumstances and negotiating priorities of the parties. The agreement discussed during the transactional lunch was between a lessee and the mortgagee bank, and Syed outlined the significance of the roles of the parties.

The rest of the lunch hour was spent parsing through the model agreement, and identifying red flags the mortgagee bank might want to look for. Syed focused on particular terms in the model agreement such as "unconditionally," "irrevocable," "in reliance upon," and "attornment," and the students had an opportunity to work through their significance in the document. Syed and the students also discussed the application of the agreement to future assignees and potential, future changes to the document. Most importantly, Syed explained the financial repercussions of the subordination, especially if the lessor fails to pay on the (subordinated) mortgage obligation.

The Business and Transactional Law Center thanks Adeel Syed for taking time from his busy schedule to speak with students about this real-world issue in legal practice.

Photograph: Adeel Syed discussing a subordination agreement with Washburn Law students.