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Subordination Deed Of Trust Template for Canada

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Key Requirements PROMPT example:

Subordination Deed Of Trust

"I need a Subordination Deed of Trust for a Canadian real estate project where a secondary lender will be subordinated to the primary bank's mortgage of CAD 5 million, with the trust arrangement to commence from March 1, 2025."

Document background
The Subordination Deed of Trust is essential in complex financing arrangements where multiple creditors hold security interests over the same assets. This document, governed by Canadian law, establishes a clear hierarchy of claims and creates a trust structure to manage these arrangements. It is particularly useful in scenarios involving senior and junior debt, project financing, or restructuring situations. The deed includes comprehensive provisions covering the subordination arrangements, trustee powers, enforcement mechanisms, and distribution of proceeds. It must comply with both federal and provincial Canadian legislation, including property law, trust law, and secured transactions regulations. The Subordination Deed of Trust is commonly used alongside facility agreements, security documents, and intercreditor arrangements to create a complete security package.
Suggested Sections

1. Parties: Identification of all parties including Senior Creditor, Subordinated Creditor, Debtor, and Trustee

2. Background: Recitals explaining the existing security interests, debts, and reason for subordination

3. Definitions: Definitions of key terms including Senior Debt, Subordinated Debt, Security Interests, and Enforcement Events

4. Trust Declaration: Declaration of trust and appointment of trustee

5. Subordination Provisions: Core provisions establishing the subordination arrangement and priorities

6. Payments and Distributions: Rules governing payments between parties and distribution of proceeds

7. Trustee Powers and Duties: Powers, authorities, and obligations of the trustee

8. Representations and Warranties: Statements of fact and assurances from all parties

9. Covenants: Ongoing obligations of the parties

10. Enforcement Provisions: Rights and procedures for enforcement of security interests

11. Duration and Termination: Term of the subordination arrangement and conditions for termination

12. Amendments and Waivers: Procedures for modifying the agreement and waiving rights

13. Notices: Requirements for giving notices under the deed

14. Governing Law and Jurisdiction: Applicable law and courts having jurisdiction

15. Execution: Execution blocks and attestation requirements

Optional Sections

1. Security Trustee Provisions: Additional provisions when a security trustee structure is used for multiple creditors

2. Intercreditor Provisions: Additional provisions when multiple creditor groups are involved beyond simple senior/subordinated arrangement

3. Future Advances: Provisions dealing with additional advances by either senior or subordinated creditors

4. Assignment and Transfer: Provisions governing the transfer of rights under the deed, if transfers are to be permitted

5. Additional Security: Provisions dealing with taking of additional security interests

6. Standstill Provisions: Specific provisions preventing enforcement by subordinated creditors for a period

7. Cost Sharing: Provisions for sharing enforcement and administration costs between creditors

Suggested Schedules

1. Existing Security Interests: Details of all existing security interests and their registration particulars

2. Form of Accession Deed: Template for new parties to accede to the deed

3. Secured Property: Description of the property subject to the security interests

4. Priority Amounts: Specific amounts or caps for senior debt priority

5. Notice Details: Contact details for all parties for notice purposes

6. Form of Subordination Release: Template for releasing subordination upon permitted events

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 & Financial Services

Real Estate

Construction

Infrastructure

Mining

Energy

Manufacturing

Commercial Property

Investment Management

Private Equity

Corporate Finance

Relevant Teams

Legal

Finance

Treasury

Risk Management

Corporate Banking

Credit

Compliance

Corporate Trust Services

Security Administration

Transaction Management

Loan Operations

Documentation

Relevant Roles

Legal Counsel

Finance Director

Chief Financial Officer

Treasury Manager

Risk Manager

Corporate Trustee

Security Trustee

Loan Officer

Credit Manager

Relationship Manager

Corporate Banking Manager

Debt Finance Manager

Transaction Manager

Compliance Officer

Legal Operations Manager

Industries








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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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