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Deed Of Subordination Template for Canada

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Key Requirements PROMPT example:

Deed Of Subordination

"I need a Deed of Subordination for a Canadian manufacturing company where a second-ranking lender is subordinating their $5M loan to our existing senior facility of $20M, with the junior debt having limited permission to receive interest payments while no default exists."

Document background
A Deed of Subordination is a crucial document in multi-lender financing arrangements under Canadian law, used when there are multiple creditors lending to the same debtor and a clear hierarchy of debt needs to be established. This document is particularly important in scenarios involving secured financing, refinancing, or corporate restructuring, where different lenders have varying levels of priority in claims against the debtor's assets. The deed ensures compliance with Canadian federal and provincial regulations, including the Personal Property Security Act, Bank Act, and relevant insolvency legislation. It typically includes detailed provisions about payment restrictions, enforcement rights, and the mechanism for maintaining the agreed priority structure. The document becomes especially relevant during financial distress scenarios, where it provides clarity on the rights and obligations of different creditors.
Suggested Sections

1. Parties: Identifies all parties to the deed, including the Senior Creditor, Junior Creditor, and the Debtor

2. Background: Sets out the context of the existing debt arrangements and the purpose of the subordination

3. Definitions: Defines key terms including Senior Debt, Junior Debt, Enforcement Action, and other relevant terms

4. Subordination: Core provision establishing the subordination of the Junior Debt to the Senior Debt

5. Restrictions on Junior Creditor: Details the restrictions on the Junior Creditor's rights to receive payments or take enforcement action

6. Turnover Provisions: Requires the Junior Creditor to turn over any unauthorized payments to the Senior Creditor

7. Representations and Warranties: Standard representations from all parties regarding their capacity and authority to enter into the deed

8. Payments and Enforcement: Specifies when payments can be made on the Junior Debt and enforcement restrictions

9. Duration: Specifies how long the subordination arrangements will remain in effect

10. Execution: Formal execution blocks for all parties to sign as a deed

Optional Sections

1. Security Provisions: Include when the subordination relates to secured debt, dealing with the ranking of security interests

2. Permitted Payments: Include when certain payments to Junior Creditor are allowed under specific conditions

3. Filing and Registration: Include when registration of the subordination agreement is required (e.g., under PPSA)

4. Buy-Out Rights: Include when Junior Creditor has rights to buy out Senior Debt under certain circumstances

5. Standstill Provisions: Include when specific standstill periods are required before enforcement actions

6. Amendment of Junior Debt Documents: Include when restrictions on modifying Junior Debt documents are needed

Suggested Schedules

1. Schedule 1 - Senior Debt Documents: List and details of all Senior Debt documents

2. Schedule 2 - Junior Debt Documents: List and details of all Junior Debt documents

3. Schedule 3 - Notice Details: Contact information and notice requirements for all parties

4. Schedule 4 - Permitted Payments: If applicable, detailed terms of any permitted payments to Junior Creditor

5. Appendix A - Form of Accession Deed: Standard form for additional parties to accede to the deed

6. Appendix B - Form of Payment Turnover Notice: Standard form for demanding turnover of unauthorized payments

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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 & Finance

Private Equity

Real Estate

Manufacturing

Technology

Infrastructure

Energy

Construction

Healthcare

Retail

Relevant Teams

Legal

Finance

Treasury

Credit Risk

Corporate Finance

Compliance

Banking

Commercial

Risk Management

Company Secretariat

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Debt Finance Manager

Credit Risk Manager

Banking Relationship Manager

Restructuring Officer

Company Secretary

Commercial Director

Investment Manager

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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