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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."
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
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
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
Banking and Financial Services
Real Estate
Construction
Manufacturing
Mining and Resources
Infrastructure
Agriculture
Commercial Property
Retail
Technology
Healthcare
Legal
Finance
Treasury
Credit Risk
Corporate Banking
Loan Administration
Security Administration
Commercial
Risk Management
Corporate Advisory
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
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