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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."
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
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
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
Banking & Financial Services
Real Estate
Construction
Infrastructure
Mining
Energy
Manufacturing
Commercial Property
Investment Management
Private Equity
Corporate Finance
Legal
Finance
Treasury
Risk Management
Corporate Banking
Credit
Compliance
Corporate Trust Services
Security Administration
Transaction Management
Loan Operations
Documentation
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
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