Deed Of Subordination Template for United States

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Key Requirements PROMPT example:

Deed Of Subordination

"I need a Deed of Subordination for our construction project where three existing lenders need to subordinate their loans to a new senior lender who will be providing $10M in financing, to be completed by March 2025."

Document background
A Deed of Subordination becomes necessary when multiple creditors have claims against the same debtor and need to establish a clear hierarchy of payment rights. This document is particularly important in complex financing arrangements where new debt is being introduced or existing debt relationships need restructuring. The deed outlines payment priorities, enforcement rights, and procedures for various scenarios including default and bankruptcy. Under U.S. law, it must comply with both federal regulations (such as the UCC) and state-specific requirements.
Suggested Sections

1. Parties: Identification of all parties involved: Senior Creditor, Junior Creditor, and Debtor

2. Background: Context of existing debts and reason for subordination

3. Definitions: Key terms including Senior Debt, Junior Debt, and Subordinated Obligations

4. Subordination Terms: Core provisions defining the subordination arrangement

5. Payment Restrictions: Conditions under which payments on junior debt are permitted or restricted

6. Enforcement Rights: Rights and limitations of parties regarding enforcement actions

Optional Sections

1. Turnover Provisions: Requirements for junior creditor to turn over received payments in violation of the subordination agreement

2. Bankruptcy Provisions: Special provisions governing rights and obligations of parties in bankruptcy scenarios

3. Future Advances: Provisions addressing treatment of additional senior debt and future lending arrangements

Suggested Schedules

1. Schedule of Senior Debt: Detailed listing of all senior obligations and their terms

2. Schedule of Junior Debt: Detailed listing of all subordinated obligations and their terms

3. Security Documents: List of related security agreements and collateral documentation

4. Payment Terms Schedule: Specific payment arrangements and conditions for both senior and junior debt

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
Industries

UCC Article 9: Uniform Commercial Code Article 9 governing secured transactions, which establishes rules for creation, perfection, and priority of security interests

Federal Bankruptcy Code: Federal law governing bankruptcy proceedings and creditor rights, crucial for understanding how subordination agreements are treated in bankruptcy

Truth in Lending Act: Federal law that must be considered when the subordination involves consumer debt, ensuring proper disclosure requirements

State Property Laws: State-specific laws governing real and personal property rights, transfers, and encumbrances

State Recording Requirements: State-specific rules for recording and filing subordination agreements with appropriate government offices

State UCC Variations: State-specific modifications to the UCC that may affect how subordination agreements are created and enforced

State Contract Laws: State-specific requirements for contract formation, consideration, and enforcement

Perfection and Priority Rules: Legal principles governing the ranking and priority of security interests and how they are properly perfected

Equitable Subordination: Legal doctrine allowing courts to subordinate claims based on inequitable conduct

Execution Formalities: Legal requirements for proper execution of the deed, including notarization, witnesses, and signing authority

Notice Requirements: Legal obligations to provide notice to affected parties and proper documentation of such notices

Future Advance Clauses: Provisions affecting how future loans or advances are treated under the subordination agreement

Purchase Money Security Interests: Special priority rules for security interests that secure the purchase price of collateral

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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