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Deed Of Subordination Of Directors Loan Template for Canada

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Key Requirements PROMPT example:

Deed Of Subordination Of Directors Loan

"I need a Deed of Subordination of Directors Loan for my Canadian tech startup where my $500,000 director's loan needs to be subordinated to a new bank facility of $2M from Royal Bank of Canada, to be completed by March 2025."

Document background
The Deed of Subordination of Directors Loan is essential in Canadian corporate financing arrangements where directors have provided loans to their company alongside other debt facilities. This document becomes particularly relevant when companies seek additional financing from institutional lenders who require certainty about their ranking in the creditor hierarchy. It's commonly used during refinancing, new lending arrangements, or financial restructuring, ensuring compliance with Canadian federal and provincial legislation. The deed formally documents the agreement of director-creditors to postpone their repayment rights in favor of senior creditors, typically including detailed provisions about payment restrictions, enforcement limitations, and the procedure for dealing with unauthorized payments. This type of agreement is crucial for both private and public companies across Canada, particularly when managing multiple layers of debt and maintaining clear creditor priorities.
Suggested Sections

1. Parties: Identification of all parties including the Company, the Director(s) providing the loan, and any Senior Creditors

2. Background: Recitals explaining the existing loans, the purpose of subordination, and any senior debt arrangements

3. Definitions: Key terms including 'Senior Debt', 'Subordinated Debt', 'Trigger Event', and 'Permitted Payments'

4. Subordination: Core provisions establishing the subordination of the Director's loan to the Senior Debt

5. Permitted Payments: Circumstances under which the Company may make payments on the Subordinated Debt

6. Restrictions: Limitations on the Director's ability to take action to recover the Subordinated Debt

7. Turnover of Receipts: Obligation to turn over any unauthorized payments received in respect of the Subordinated Debt

8. Representations and Warranties: Confirmations regarding the Subordinated Debt and authority to enter into the deed

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

10. Execution: Formal execution blocks for all parties with attestation requirements for a deed

Optional Sections

1. Security: Provisions dealing with any security held for the Subordinated Debt - include if the Director's loan is secured

2. Further Assurance: Obligations to take additional steps to give effect to the subordination - include for complex arrangements

3. Assignment: Restrictions on transfer of rights under the deed - include if transferability is a concern

4. Multiple Creditors: Provisions for coordination between multiple subordinated creditors - include if there are multiple director loans

5. Tax Provisions: Specific tax-related provisions - include if there are particular tax implications to address

6. Currency Provisions: Provisions dealing with payment in multiple currencies - include for cross-border arrangements

Suggested Schedules

1. Schedule 1 - Details of the Subordinated Debt: Full details of the Director's loan(s) being subordinated, including amount, interest rate, and repayment terms

2. Schedule 2 - Form of Accession Deed: Template for additional parties to accede to the deed - include if future parties may join

3. Schedule 3 - Senior Facilities: Details of the senior debt to which the Director's loan is being subordinated

4. Appendix A - Payment Waterfall: Detailed ordering of payments if multiple levels of subordination exist

5. Appendix B - Deed of Priority: If required, detailed arrangements between multiple creditors regarding priority

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 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

Financial Services

Manufacturing

Technology

Real Estate

Retail

Professional Services

Construction

Healthcare

Hospitality

Energy

Mining

Agriculture

Transportation

Telecommunications

Relevant Teams

Legal

Finance

Treasury

Corporate Secretariat

Risk Management

Compliance

Board of Directors

Executive Leadership

Corporate Banking

Relevant Roles

Chief Financial Officer

Finance Director

Corporate Lawyer

Legal Counsel

Company Director

Company Secretary

Treasury Manager

Financial Controller

Risk Manager

Compliance Officer

Corporate Banking Manager

Restructuring Officer

Board Member

Managing Director

CEO

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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