Deed Of Subordination Template for Netherlands

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Key Requirements PROMPT example:

Deed Of Subordination

"I need a Deed of Subordination under Dutch law for a real estate development project where three junior lenders need to subordinate their €5M collective debt to a senior bank loan of €20M, with the subordination becoming effective by March 2025."

Document background
A Deed of Subordination is essential in complex financing arrangements where multiple creditors exist at different levels of priority. The document is particularly crucial under Dutch law, where formal subordination arrangements need to be properly documented to ensure enforceability. The deed establishes a clear hierarchy of debt, specifies payment conditions, and sets out the rights and obligations of all parties involved. It typically includes detailed provisions on payment restrictions, turnover of receipts, and enforcement limitations. The document becomes especially important in distressed situations or insolvency proceedings, where the established priority ranking becomes crucial for determining payment order and enforcement rights. A properly executed Deed of Subordination provides certainty and clarity in complex financing structures, helping to prevent disputes between creditors and ensuring smooth operation of multi-tiered financing arrangements.
Suggested Sections

1. Parties: Identification of all parties: Senior Creditor(s), Subordinated Creditor(s), Debtor, and any Security Agent/Trustee

2. Background: Context of the subordination arrangement, including reference to relevant facility agreements and existing debt arrangements

3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, and interpretation provisions

4. Subordination: Core provisions establishing the subordination of the junior debt to the senior debt

5. Undertakings by the Subordinated Creditor: Key promises by the subordinated creditor, including restrictions on enforcement and receipt of payments

6. Turnover of Receipts: Provisions requiring the subordinated creditor to turn over any unauthorized payments to the senior creditor

7. Preservation of Subordinated Debt: Provisions ensuring the subordinated debt remains valid and enforceable

8. Power of Attorney: Appointment of the senior creditor/security agent as attorney to enforce subordination provisions

9. Duration and Termination: Period of effectiveness and circumstances under which the subordination ends

10. Miscellaneous: Standard boilerplate provisions including notices, amendments, and governing law

Optional Sections

1. Payment Blockage: Additional provisions blocking payments to subordinated creditors upon specific trigger events - used when payment conditions are more complex

2. Security Subordination: Used when there is security involved and the ranking of security interests needs to be addressed

3. Representations and Warranties: Additional confirmations by parties - used in more complex arrangements or when required by senior creditors

4. Further Subordinated Creditors: Provisions for additional creditors to accede to the deed - used when future subordinated debt is anticipated

5. Bankruptcy Filing Authorization: Specific provisions regarding bankruptcy proceedings - used when insolvency is a particular concern

6. Inter-creditor Provisions: Used when there are multiple creditors at the same level requiring coordination

Suggested Schedules

1. Form of Accession Deed: Template for additional parties to join the subordination arrangement

2. Details of Subordinated Debt: Specific details of the subordinated debt obligations, including amounts, dates, and terms

3. Details of Senior Debt: Specific details of the senior debt obligations

4. Notice Details: Contact information and notice requirements for all parties

5. Form of Power of Attorney: Detailed power of attorney provisions if required under Dutch law

6. Corporate Authorizations: Copies of relevant corporate approvals and authorizations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Private Equity

Real Estate & Construction

Infrastructure

Manufacturing

Technology

Healthcare

Energy & Utilities

Retail

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Corporate Finance

Credit Risk

Restructuring

Commercial

Investment

Compliance

Deal Advisory

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Debt Finance Manager

Investment Director

Credit Risk Manager

Restructuring Officer

Commercial Director

Financial Controller

Corporate Finance Manager

Relationship Manager

Transaction 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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