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Deed Of Trust Subordination Agreement
"I need a Deed of Trust Subordination Agreement for a commercial property development trust where ABC Bank Limited is the senior creditor with a $50M facility, and XYZ Investment Fund is the subordinated creditor with a $20M mezzanine facility, with the agreement to be effective from March 1, 2025."
1. Parties: Identifies all parties to the agreement including the Senior Creditor, Subordinate Creditor, Trustee, and Debtor
2. Background: Recitals explaining the existing trust arrangements, senior and subordinate debt positions, and purpose of subordination
3. Definitions and Interpretation: Defines key terms including Senior Debt, Subordinate Debt, Trust Property, Security Interests, and interpretation clauses
4. Subordination: Core provisions detailing the subordination arrangement and ranking of security interests
5. Undertakings: Commitments by parties regarding the subordinated position, including restrictions on enforcement
6. Trust Acknowledgments: Acknowledgments regarding the trust relationship and trustee's powers
7. Payment Provisions: Rules governing payments, including payment hierarchy and restricted payments
8. Enforcement: Rights and restrictions regarding enforcement of security interests
9. Duration and Termination: Term of the subordination arrangement and circumstances for termination
10. General Provisions: Standard provisions including notices, amendments, governing law, and jurisdiction
1. Security Trustee Provisions: Include when a security trustee is appointed to hold security for multiple creditors
2. Turnover Provisions: Include when there's a need to specify mechanisms for returning incorrectly received payments
3. Further Assurance: Include when parties need to execute additional documents or take further actions
4. Power of Attorney: Include when senior creditor requires power to act on behalf of subordinate creditor in specific circumstances
5. Deed of Priority: Include when multiple secured creditors require detailed priority arrangements
6. Assignment and Transfer: Include when parties anticipate potential transfers of rights or obligations
1. Schedule 1 - Senior Debt Details: Details of existing senior debt facilities and security interests
2. Schedule 2 - Subordinate Debt Details: Details of subordinated debt facilities and security interests
3. Schedule 3 - Trust Property: Description of trust assets subject to the subordination arrangement
4. Schedule 4 - Security Documents: List of relevant security documents and their priority
5. Schedule 5 - Form of Accession Deed: Template for new parties to accede to the agreement
6. Appendix A - Notice Requirements: Prescribed forms and procedures for notices under the agreement
Authors
Business Day
Debtor
Default
Discharge Date
Distribution
Enforcement Action
Enforcement Date
Facility Agreement
Final Discharge Date
Financial Indebtedness
Insolvency Event
Junior Debt
Junior Debt Documents
Junior Security
Payment
Permitted Junior Payment
Priority Deed
Receiver
Secured Money
Secured Obligations
Security Interest
Security Property
Security Trust
Security Trust Deed
Security Trustee
Senior Creditor
Senior Debt
Senior Debt Documents
Senior Security
Subordinated Creditor
Subordinated Debt
Subordination
Trust
Trust Deed
Trust Property
Trustee
Trust Assets
Definitions
Subordination
Priority of Payments
Trust Acknowledgments
Security Interests
Payment Restrictions
Turnover Provisions
Enforcement Rights
Standstill Provisions
Power of Attorney
Further Assurance
Trust Property Dealings
Assignment and Transfer
Notices
Governing Law and Jurisdiction
Amendments
Counterparts
Costs and Stamp Duty
Confidentiality
Dispute Resolution
Severability
Entire Agreement
Third Party Rights
Force Majeure
Trustee Limitations
Security Trustee Provisions
Default and Remedies
Representations and Warranties
Accession Mechanics
Banking & Finance
Real Estate
Investment Management
Private Equity
Infrastructure
Mining & Resources
Commercial Property
Wealth Management
Corporate Services
Financial Services
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Trust Administration
Credit
Investment
Portfolio Management
Chief Financial Officer
Finance Director
Trust Manager
Legal Counsel
Corporate Lawyer
Finance Manager
Trust Administrator
Credit Manager
Risk Manager
Compliance Officer
Investment Manager
Security Trustee
Portfolio Manager
Treasury Manager
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