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Postponement And Subordination Agreement Template for Canada

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Key Requirements PROMPT example:

Postponement And Subordination Agreement

"Need a Postponement and Subordination Agreement for a manufacturing company with existing bank debt of $5M, subordinating a new private lender's debt of $2M, with quarterly permitted payments allowed if no defaults exist under the senior facility."

Document background
The Postponement And Subordination Agreement is a crucial document in Canadian commercial lending and corporate finance transactions where multiple creditors are involved. It's typically used when a company has different levels of debt or when new financing is being introduced that needs to take priority over existing debt. The agreement ensures orderly priority of claims and helps prevent disputes between creditors by clearly establishing their respective rights and obligations. Under Canadian law, these agreements must comply with federal legislation such as the Bankruptcy and Insolvency Act and provincial security laws like the PPSA. The document becomes particularly important in scenarios involving corporate restructuring, refinancing, or when additional debt facilities are being introduced to an existing corporate structure.
Suggested Sections

1. Parties: Identification of all parties including Senior Creditor(s), Subordinated Creditor(s), and the Debtor

2. Background: Recitals explaining the existing debt arrangements, security interests, and reason for subordination

3. Definitions: Definitions of key terms including Senior Debt, Subordinated Debt, Security, Enforcement Action, etc.

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

5. Postponement of Payment: Terms governing the postponement of payments on subordinated debt

6. Permitted Payments: Conditions under which payments on subordinated debt may be made

7. Turnover of Proceeds: Obligation to turn over any prohibited payments received by subordinated creditor

8. Enforcement Restrictions: Limitations on subordinated creditor's right to take enforcement action

9. Senior Creditor's Rights: Rights of senior creditor including ability to enforce security and amend senior facility

10. Representations and Warranties: Standard representations regarding authority, enforceability, and ownership of debt

11. Continuing Subordination: Confirmation that subordination continues despite various events

12. General Provisions: Standard boilerplate including notices, amendments, governing law, etc.

Optional Sections

1. Security Subordination: Required when subordinating security interests in addition to debt

2. Insolvency Provisions: Detailed provisions regarding rights in bankruptcy/insolvency when relevant

3. Accession Provisions: Required when additional creditors may join the agreement in the future

4. Standstill Provisions: Additional restrictions on subordinated creditor's actions when stronger controls needed

5. Assignment and Transfer: Detailed provisions when debt/security interests may be transferred

6. Inter-creditor Provisions: Required when multiple creditors at same level need to agree on enforcement

7. Priority Waterfall: Needed when establishing complex payment priorities among multiple creditors

Suggested Schedules

1. Schedule A - Senior Debt: Details of all senior debt facilities and amounts

2. Schedule B - Subordinated Debt: Details of all subordinated debt facilities and amounts

3. Schedule C - Security Documents: List of all security documents held by senior and subordinated creditors

4. Schedule D - Notice Details: Contact information for all parties for formal notices

5. Schedule E - Form of Accession Deed: Standard form for additional creditors to join the agreement

6. Schedule F - Existing Defaults: List of any existing defaults under the debt documents if applicable

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

Relevant legal definitions





































Clauses






























Relevant Industries

Banking and Financial Services

Commercial Real Estate

Manufacturing

Construction

Infrastructure

Energy and Resources

Technology

Healthcare

Retail

Private Equity

Venture Capital

Agricultural Business

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Risk Management

Credit

Corporate Banking

Compliance

Commercial Banking

Corporate Finance

Debt Capital Markets

Investment

Restructuring

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Corporate Lawyer

Legal Counsel

Risk Manager

Credit Manager

Investment Manager

Corporate Banking Manager

Debt Finance Manager

Restructuring Officer

Commercial Banking Officer

Corporate Secretary

Financial Controller

Compliance Officer

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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