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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."
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
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
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
Banking & Finance
Private Equity
Real Estate
Manufacturing
Technology
Infrastructure
Energy
Construction
Healthcare
Retail
Legal
Finance
Treasury
Credit Risk
Corporate Finance
Compliance
Banking
Commercial
Risk Management
Company Secretariat
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
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