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Lien Subordination Agreement Template for Australia

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Key Requirements PROMPT example:

Lien Subordination Agreement

"Need a Lien Subordination Agreement for a manufacturing company with two existing bank lenders, where the second-ranking creditor (holding security over equipment and inventory) agrees to fully subordinate their $2M security interest to the senior lender's new $5M facility closing in March 2025."

Document background
A Lien Subordination Agreement is a crucial document in secured lending arrangements where multiple creditors hold security interests over the same assets. This document is commonly used in Australia when a borrower has multiple secured creditors and needs to establish clear priority arrangements between them. The agreement ensures orderly enforcement of security interests and helps prevent disputes between creditors by clearly documenting their respective rights and priorities. It operates within the Australian legal framework, particularly under the Personal Property Securities Act 2009 (Cth), and may be required by senior lenders as a condition of providing financing. The document typically includes details of the existing security interests, subordination arrangements, payment waterfall provisions, and restrictions on the subordinated creditor's enforcement rights.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including the senior creditor, subordinated creditor(s), and the debtor

2. Background: Recitals explaining the existing security interests, their registration details, and the purpose of the subordination arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and sets out interpretation principles

4. Agreement to Subordinate: Core provision establishing the subordination arrangement and ranking of security interests

5. Undertakings by Subordinated Creditor: Key promises by the subordinated creditor regarding their security interest and actions they will/won't take

6. Priority of Security Interests: Detailed provisions regarding the ranking of security interests and how proceeds will be distributed

7. Payments and Distributions: Rules governing payments to creditors and treatment of any distributions received

8. Duration and Termination: Specifies how long the subordination remains in effect and circumstances for termination

9. Further Assurance: Obligations to execute additional documents or take actions to give effect to the agreement

10. Notices: Procedures for giving notices under the agreement

11. General Provisions: Standard boilerplate provisions including governing law, jurisdiction, and amendment procedures

Optional Sections

1. Intercreditor Provisions: Additional provisions governing relationships between multiple creditors, used when there are more than two levels of security interests

2. Standstill Provisions: Specific restrictions on enforcement actions by subordinated creditors, used in more complex arrangements

3. Real Property Provisions: Special provisions for dealing with real property security interests, used when real property forms part of the security

4. Representation and Warranties: Additional confirmations by parties, used in more formal or complex arrangements

5. Assignment and Transfer: Provisions governing the transfer of rights under the agreement, used when parties want to specifically address transferability

6. Attorney Appointment: Appointment of senior creditor as attorney of subordinated creditor for specific purposes, used in more comprehensive arrangements

Suggested Schedules

1. Schedule 1 - Existing Security Interests: Details of all relevant security interests including registration numbers and dates

2. Schedule 2 - Secured Property: Description of the secured property/collateral covered by the security interests

3. Schedule 3 - Underlying Debt Documents: List and details of the underlying loan agreements or other debt documents

4. Schedule 4 - Form of Notice: Prescribed form for notices to be given under the agreement

5. Schedule 5 - Security Release Documents: Forms of documents required for releasing security interests if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries

Banking and Financial Services

Real Estate

Construction

Manufacturing

Mining and Resources

Infrastructure

Agriculture

Commercial Property

Retail

Technology

Healthcare

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Corporate Banking

Loan Administration

Security Administration

Commercial

Risk Management

Corporate Advisory

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Finance Manager

Credit Manager

Risk Manager

Treasury Manager

Commercial Director

Security Trustee

Loan Officer

Corporate Banking Manager

Debt Restructuring Advisor

Insolvency Practitioner

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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