[{"data":1,"prerenderedAt":524},["ShallowReactive",2],{"document-cession-of-priority-of-rank-agreement-D396":3},{"document":4,"label":26,"preview":11,"thumb":27,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":28,"breadcrumb":32,"related":39,"customDescModule":180,"customdescription":6,"mdFm":181,"mdProseHtml":523},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":25},"CESSION OF PRIORITY OF RANK AGREEMENT This Cession of Priority of Rank Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Creditor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Debtor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS [YOUR COMPANY NAME] are or will be creditors of [COMPANY NAME] (the \"Debtor\"); WHEREAS the Debtor has granted to the Bank a hypothec on movables (the \"Bank Security\"), dated [DATE], which hypothec is to be registered forthwith at the [SPECIFY COUNTRY REGISTER] of the State/Province of [STATE/PROVINCE] (the \"Register\") and charges all of the present and future Claims, Property in Stock, Intellectual Property and rights, title and interest to any investment tax credits of the Debtor (collectively, the \"Property\") (as each such capitalized expression is defined in the Bank Security); WHEREAS the Debtor has granted to the Creditor a movable hypothec on the universality of all its equipment assets, registered at the Register on [DATE] under number [NUMBER] (hereinafter referred to as the [SPECIFY]); and WHEREAS the Creditor has agreed, subject to the provisions hereof, to grant priority of rank and subordinate its rights under the Creditor Security with respect to the Property only to and in favor of the Bank Security so that the hypothecs and other rights created under the Bank Security shall have preference and priority over the hypothecs created in favor of the Creditor under the terms of the Creditor Security with respect to the Property only. THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS: The preamble shall form an integral part hereof. The Creditor hereby cedes and grants priority over the [SPECIFY], with respect to the Property only, to and in favor of the Bank so that the Bank Security shall be deemed, for all legal purposes, to have been executed and registered at the Register before the execution and registration of the [SPECIFY]. ",null,"Cession of Priority of Rank Agreement","3",49,"doc","https://templates.business-in-a-box.com/imgs/1000px/cession-of-priority-of-rank-agreement-D396.png","https://templates.business-in-a-box.com/imgs/250px/396.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#396.xml",{"title":6,"description":6},[16,19,22],{"label":17,"url":18},"Finance & Accounting","/templates/finance-accounting/",{"label":20,"url":21},"Business Loans","/templates/business-loan/",{"label":23,"url":24},"Guaranties & Collateral","/templates/guaranties-collateral/","cession priority rank agreement","Cession of Priority of Rank Agreement Template","https://templates.business-in-a-box.com/imgs/400px/396.png",[29,16,19,22],{"label":30,"url":31},"Templates","/templates/",[33,34,37],{"label":30,"url":31},{"label":35,"url":36},"Legal Agreements","/templates/business-legal-agreements/",{"label":23,"url":38},"/templates/guaranties-and-collateral/",[40,44,48,52,56,60,64,68,72,76,80,84,88,105,121,136,150,163],{"label":41,"url":42,"thumb":43,"extension":10},"Subordination and Cession of Priority Leased Equipment","/template/subordination-and-cession-of-priority-leased-equipment-D411","https://templates.business-in-a-box.com/imgs/250px/411.png",{"label":45,"url":46,"thumb":47,"extension":10},"Agreement of Transfer","/template/agreement-of-transfer-D935","https://templates.business-in-a-box.com/imgs/250px/935.png",{"label":49,"url":50,"thumb":51,"extension":10},"Agreement to Assign","/template/agreement-to-assign-D936","https://templates.business-in-a-box.com/imgs/250px/936.png",{"label":53,"url":54,"thumb":55,"extension":10},"Assignment Agreement","/template/assignment-agreement-D12542","https://templates.business-in-a-box.com/imgs/250px/12542.png",{"label":57,"url":58,"thumb":59,"extension":10},"Technology Transfer Agreement","/template/technology-transfer-agreement-D919","https://templates.business-in-a-box.com/imgs/250px/919.png",{"label":61,"url":62,"thumb":63,"extension":10},"Transfer Agreement Intercompanies","/template/transfer-agreement-intercompanies-D921","https://templates.business-in-a-box.com/imgs/250px/921.png",{"label":65,"url":66,"thumb":67,"extension":10},"Business Transfer Agreement","/template/business-transfer-agreement-D12552","https://templates.business-in-a-box.com/imgs/250px/12552.png",{"label":69,"url":70,"thumb":71,"extension":10},"Agreement of Absolute Transfer and Assignment","/template/agreement-of-absolute-transfer-and-assignment-D933","https://templates.business-in-a-box.com/imgs/250px/933.png",{"label":73,"url":74,"thumb":75,"extension":10},"Lease Assignment Agreement","/template/lease-assignment-agreement-D13021","https://templates.business-in-a-box.com/imgs/250px/13021.png",{"label":77,"url":78,"thumb":79,"extension":10},"Non-Profit Partnership Agreement","/template/non-profit-partnership-agreement-D14023","https://templates.business-in-a-box.com/imgs/250px/14023.png",{"label":81,"url":82,"thumb":83,"extension":10},"Technology Assignment Agreement","/template/technology-assignment-agreement-D765","https://templates.business-in-a-box.com/imgs/250px/765.png",{"label":85,"url":86,"thumb":87,"extension":10},"Industrial Design Assignment Agreement","/template/industrial-design-assignment-agreement-D944","https://templates.business-in-a-box.com/imgs/250px/944.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":92,"extension":10,"preview":93,"thumb":94,"svgFrame":95,"seoMetadata":96,"parents":98,"keywords":97,"url":104},"LOAN AGREEMENT This Loan Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Promise to Pay Within [NUMBER] months from today, Borrower promises to pay to Lender the sum of [AMOUNT], and interest and other charges stated below. Responsibility Although this Agreement may be signed below by more than one person, Borrower understands that both parties are individuals responsible for paying back the full amount. Breakdown of Loan Amount of Loan: Other (Describe): Amount Financed: Finance Charge: Total of Payments: Annual Rate: Repayment Borrower will repay the amount of this note in [NUMBER] equal uninterrupted monthly installments of [AMOUNT] each on the [DAY] of each month starting on the [DATE], and ending on [DATE]. Prepayment Borrower has the right to prepay the whole outstanding amount at any time","Loan Agreement","2",513,"https://templates.business-in-a-box.com/imgs/1000px/loan-agreement-D417.png","https://templates.business-in-a-box.com/imgs/250px/417.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#417.xml",{"title":97,"description":6},"loan agreement",[99,101,103],{"label":17,"url":100},"finance-accounting",{"label":20,"url":102},"business-loan",{"label":20,"url":102},"/template/loan-agreement-D417",{"description":106,"descriptionCustom":6,"label":107,"pages":8,"size":108,"extension":10,"preview":109,"thumb":110,"svgFrame":111,"seoMetadata":112,"parents":113,"keywords":119,"url":120},"PROMISSORY NOTE This Promissory Note (the \"Note\") is made and effective the [DATE], BETWEEN: [LENDER NAME] (the \"Lender\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Borrower\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] TERMS FOR VALUE RECEIVED, the Borrower promises to pay to the order of Lender, at its principal office located at [ADDRESS], or at such other place that is designated in writing by the holder hereof, the principal sum of [AMOUNT], together with all charges and interest herein provided, payable at the rate and in the manner hereinafter set forth: Borrower shall make monthly payments of principal and interest at the rate of [%] per annum based upon an amortization of [NUMBER] months. Monthly payments shall be due on or before the first day of each month with the first payment being due on or before [DATE]. If not sooner paid, all amounts due under this Note, including principal, interest and other charges shall be due and payable in full on or before the first day of [MONTH], [YEAR] (the \"Maturity Date\"). Time is of the essence of the payment obligations hereunder and each monthly payment shall be due and payable on or before the first day of each month. This Note is and will be secured by a certain first priority security interest in all of the tangible and intangible property of the Borrower, to be recorded in all applicable governmental offices. The parties shall execute a separate security agreement, in form and substance acceptable to the Lender in all respects. Borrower agrees to execute any such security agreements presented by the Lender or other documents required by the Lender in order to perfect its security interest in the above described property. Said Security Agreement and any other instruments and documents executed in connection with or given as security for this Note shall hereinafter be referred to collectively as the \"Loan Documents.\" All of the terms, covenants, Conditions, representations and warranties contained in the Loan Documents are hereby made part of this Note to the same extent and with the same force and effect as if fully set forth herein. If all or any portion of any payment due hereunder is not received by the Lender within [NUMBER] calendar days after the date when such payment is due, Borrower shall pay a late charge equal to [%] of such payment, such late charge to be immediately due and payable without demand by Lender. Borrower shall have the right to prepay all (but not a portion) of the indebtedness evidenced by this Note at any time, by paying the Lender an amount equal to the sum of (I) the principal balance then outstanding, (ii) all interest accrued to the date of such prepayment, (iii) all interest calculated through the Maturity Date, and (iv) any late charge or charges then due and owing. If any payment under this Note is not paid in full by the [DAY] of any month during the term hereof or if the entire amount due as represented by this Note is not paid in full on or before the Maturity Date, or should default be made in the performance or observation of any of the terms, covenants, or conditions contained in the Loan Documents, or if any representation or warranty contained in the Loan Documents is breached or is or becomes untrue, this Note shall be in default, and the entire principal amount outstanding hereunder, accrued interest thereon, all late charges, if any, and any and all other charges due hereunder, shall, at Lender's option, immediately become due and payable, without further notice, the giving of such notice being expressly waived by the Borrower","Promissory Note",39,"https://templates.business-in-a-box.com/imgs/1000px/promissory-note-D434.png","https://templates.business-in-a-box.com/imgs/250px/434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#434.xml",{"title":6,"description":6},[114,115,116],{"label":17,"url":100},{"label":20,"url":102},{"label":117,"url":118},"Promissory Notes","promisory-note","promissory note","/template/promissory-note-D434",{"description":122,"descriptionCustom":6,"label":123,"pages":124,"size":125,"extension":10,"preview":126,"thumb":127,"svgFrame":128,"seoMetadata":129,"parents":130,"keywords":134,"url":135},"SECURITY AGREEMENT This Security Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [SECURED PARTY NAME] (the \" Secured Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Debtor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] For value received, the undersigned Debtor, promises to pay to the order of [name], together with any other holder of this note (\"Secured Party\"), [amount], with interest at the rate of [%] per annum. Payment shall be made in successive equal monthly installments of [amount]. Each such Installment is payable on the [day] of each month, commencing on [date]. Recitals WHEREAS, the Secured Party has extended to the Debtor a certain loan as evidenced by a certain promissory note, in the original principal amount equal to [amount] dated on even date herewith (the \"Note\"); and WHEREAS, the Debtor wishes to grant a first priority security interest in and to all of the Debtor's tangible and intangible personal property pursuant to the terms hereof; NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto covenant and agree as follows: DEFINITIONS The following terms shall have the meanings herein specified unless the context otherwise requires. Such definitions shall be equally applicable to the singular and plural forms of the terms defined: \"Contracts\" shall mean all contracts between the Debtor and one or more additional parties. \"Contract Rights\" shall mean all rights of the Debtor (including, without limitation, all rights to payment) under each Contract. \"Copyrights\" shall mean any [country] copyright to which the Debtor now or hereafter has title, as well as any application for a [country] copyright hereafter made by the Debtor. \"Equipment\" shall mean any \"equipment,\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all machinery, equipment, furnishings, fixtures and vehicles now or hereafter owned by the Debtor and any and all additions, substitutions and replacements of, any of the foregoing, wherever located, together with all attachments, components, parts, equipment and accessories installed thereon or affixed thereto. \"General Intangibles\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Goods\" shall have the meaning assigned that term under the [LAW OR CODE] as in effect on the date hereof in the State of [state/province]. \"Inventory\" shall mean all raw materials, workinprocess, and finished inventory of the Debtor of every type or description and all documents of title covering such inventory, and shall specifically include all \"inventory\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [state/province], now or hereafter owned by the Debtor. \"Marks\" shall mean any trademarks and service marks now held or hereafter acquired by the Debtor, which are registered in the [country] Patent and Trademark Office, as well as any unregistered marks used by the Debtor in the [COUNTRY] and trade dress, including logos and/or designs, in connection with which any of these registered or unregistered marks are used. \"Obligations\" shall mean: (i) all indebtedness, obligations and liabilities (including, without limitation, guarantees and other contingent liabilities) of the Debtor to the Secured Party, including but not limited to the Note; (ii) any and all sums advanced by the Secured Party in order to preserve the Collateral or preserve its security interest in the Collateral; and (iii) in the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of the Debtor referred to in clause (i), after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights hereunder, together with reasonable attorneys' fees and court costs. \"Patents\" shall mean any [country] patent to which the Debtor now or hereafter has title, as well as any application for a [country] patent now or hereafter made by Debtor. \"Proceeds\" shall have the meaning assigned that term under the [law or code] as in effect in the State of [state/province] on the date hereof or under other relevant law and, in any event, shall include, but not be limited to, (i) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Secured Party or the Debtor from time to time with respect to any of the Collateral, (ii) any and all payments (in any form whatsoever) made or due and payable to the Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental authority and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral. \"Receivables\" shall mean any \"account\" as such term is defined in the [law or code] as in effect on the date hereof in the State of [STATE/PROVINCE], now or hereafter owned by Debtor and, in any event, shall include, but shall not be limited to, all of the Debtor's rights to payment for goods sold or leased or services performed by the Debtor, whether now in existence or arising from time to time hereafter, including, without limitation, rights evidenced by an account, note, contract, security agreement, or other evidence of indebtedness or security, together with (i) all security pledged, assigned, hypothecated or granted to or held by the Debtor to secure the foregoing; (ii) all of the Debtor's right, title and interest in and to any goods, the sale of which gave rise thereto; (iii) all guarantees, endorsements and indemnifications on, or of, any of the foregoing; (iv) all powers of attorney for the execution of any evidence of indebtedness or security or other writing in connection therewith; (v) all books, records, ledger cards and invoices relating thereto; (vi) all evidences of the filing of financing statements and other statements and the registration of other instruments in connection therewith and amendments thereto, notices to other creditors or secured parties, and certificates from filing or other registration officers; (vii) all credit information, reports and memoranda relating thereto and (viii) all other writings related in any way to the foregoing. GRANT OF SECURITY INTEREST The Debtor does hereby grant to the Secured Party a continuing security interest of first priority in all of the right, title and interest of the Debtor in, to and under all of the following property whether now existing or hereafter created or arising: ","Security Agreement","10",96,"https://templates.business-in-a-box.com/imgs/1000px/security-agreement-D915.png","https://templates.business-in-a-box.com/imgs/250px/915.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#915.xml",{"title":6,"description":6},[131,133],{"label":35,"url":132},"business-legal-agreements",{"label":35,"url":132},"security agreement","/template/security-agreement-D915",{"description":137,"descriptionCustom":6,"label":138,"pages":91,"size":92,"extension":10,"preview":139,"thumb":140,"svgFrame":141,"seoMetadata":142,"parents":144,"keywords":143,"url":149},"PERSONAL GUARANTEE This Personal Guarantee (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Guarantor\"), an individual with his main address located at: [YOUR COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] I, [NAME OF GUARANTOR], residing at [COMPLETE ADDRESS], hereby personally and solidarity guarantee all of the obligations of [YOUR COMPANY NAME] and agree to be bound solidarity with [YOUR COMPANY NAME] for the prompt performance of [YOUR COMPANY NAME]'s obligations under that certain [SPECIFY] Agreement dated [DATE] (the \"Agreement\") between [YOUR COMPANY NAME] and [COMPANY NAME], including without limitation the payment of all goods, wares and merchandise as [YOUR COMPANY NAME] may from time to time select and purchase on credit from [COMPANY NAME], and hereby expressly renounce to the benefits of division and discussion. Furthermore, I agree that waive may extend the time for payment of any amounts owing to it by waive and/or may waive any default by waive without it in any way lessening or limiting my liability hereunder. Notwithstanding the foregoing, my guarantee hereunder to pay any and all amounts owing by [YOUR COMPANY NAME] to [COMPANY NAME] shall be limited to the sum of [AMOUNT] OR [%] of such outstanding amount.","Personal Guarantee","https://templates.business-in-a-box.com/imgs/1000px/personal-guarantee-D405.png","https://templates.business-in-a-box.com/imgs/250px/405.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#405.xml",{"title":143,"description":6},"personal guarantee",[145,146,147],{"label":17,"url":100},{"label":20,"url":102},{"label":23,"url":148},"guaranties-collateral","/template/personal-guarantee-D405",{"description":151,"descriptionCustom":6,"label":152,"pages":8,"size":92,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":161,"url":162},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":157,"description":6},"letter of intent_acquisition of business",[159,160],{"label":35,"url":132},{"label":35,"url":132},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":164,"descriptionCustom":6,"label":165,"pages":166,"size":92,"extension":10,"preview":167,"thumb":168,"svgFrame":169,"seoMetadata":170,"parents":172,"keywords":171,"url":179},"SECURED LUMP-SUM PROMISSORY NOTE AGREEMENT This Secured Lump-Sum Promissory Note Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME], (the \"Issuer\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME], (the \"Holder\") company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at/Individual having an address at: [YOUR COMPLETE ADDRESS] FOR VALUE RECEIVED, the undersigned Issuer hereby promises to pay to the order of the Holder, the maximum Principal Amount of [PRINCIPAL AMOUNT] together with interest on the unpaid Principal Amount (as defined in this Agreement) outstanding from time to time at the rate (or rates) hereafter specified, and all other sums which may be owing to the Holder by the Issuer hereunder. The terms of the Note are as follows: MATURITY DATE AND PAYMENT TERMS This Note will mature, and be due and payable in full, on [DATE] (the \"Maturity Date\") and shall be paid in the lump sum amount of [LUMP SUM AMOUNT TO BE PAID]. INTEREST From and after the date hereof, all outstanding principal of this Note will bear simple interest at the rate of [PERCENT OF INTEREST] per annum. On the date that is [NUMBER OF DAYS] days after the date of this Note, the Issuer shall pay the then accrued interest on this Note. Upon the occurrence and during the continuance of any Event of Default (as hereinafter defined) under this Note, all outstanding principal of this Note shall bear interest at the rate of [PERCENT OF INTEREST] per annum. All outstanding principal and accrued but unpaid interest on this Note shall be payable on the Maturity Date. SECURITY This Note is Secured by a Security Agreement on the Issuer's Property, described as [PROPERTY DESCRIPTION], hereinafter known as the \"Security,\" which shall transfer to the possession and ownership of the Holder immediately in case of Acceleration. The Security may not be sold or transferred without the Holder's consent until the Maturity Date. If the Issuer breaches this provision, the Holder may declare all sums due under this Note immediately due and payable, unless prohibited by applicable law. The Holder shall have the sole option to accept the Security as full payment for the Principal Amount without further liabilities or obligations. If the market value of the Security does not exceed the Principal Amount, the Issuer shall remain liable for the balance due while accruing interest at the maximum rate allowed by law. PREPAYMENT The Issuer may prepay this Note prior to the Maturity Date, without premium or penalty, upon written notice to the Holder. EVENTS OF DEFAULT The occurrence of any one or more of the following events shall constitute an \"Event of Default\" under this Note: the failure of the Issuer to pay any sum due under this Note when due, whether by demand or otherwise, and such sum remains unpaid for five (5) days after the Due Date; and any other Event of Default described in the Security Agreement that might be signed between the Parties regarding the Property that is pledged as collateral to the loan. RIGHTS AND REMEDIES UPON DEFAULT ","Secured Lumpsum Promissory Note Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/secured-lumpsum-promissory-note-agreement-D13041.png","https://templates.business-in-a-box.com/imgs/250px/13041.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13041.xml",{"title":171,"description":6},"secured lumpsum promissory note agreement",[173,176],{"label":174,"url":175},"Business Plan Kit","business-plan-kit",{"label":177,"url":178},"Business Procedures","business-procedures","/template/secured-lumpsum-promissory-note-agreement-D13041",false,{"seo":182,"reviewer":194,"legal_disclaimer":198,"quick_facts":199,"at_a_glance":201,"personas":205,"variants":230,"glossary":255,"clauses":288,"how_to_fill":339,"common_mistakes":380,"faqs":405,"industries":433,"comparisons":450,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":510,"classification":511},{"meta_title":183,"meta_description":184,"primary_keyword":185,"secondary_keywords":186},"Cession of Priority of Rank Agreement Template | BIB","Free cession of priority of rank agreement template. Formally subordinates one creditor's security interest to another.","cession of priority of rank agreement",[187,188,189,190,191,192,193],"cession of priority agreement","priority of rank agreement","creditor priority agreement template","mortgage subordination agreement","intercreditor priority agreement","security interest subordination template","cession of priority of rank agreement word",{"name":195,"credential":196,"reviewed_date":197},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":200,"legal_review_recommended":198,"signature_required":198,"notarization_required":180},"advanced",{"what_it_is":202,"when_you_need_it":203,"whats_inside":204},"A Cession of Priority of Rank Agreement is a legally binding contract in which one secured creditor (the ceding party) voluntarily relinquishes its priority position over a specific asset or collateral in favour of another creditor (the beneficiary). This free Word download gives you a structured, professionally drafted starting point you can edit online and export as PDF for execution by all parties.\n","Use it when a senior lender agrees to allow a new or existing lender to take a higher-priority security position over shared collateral — for example, when refinancing real property, restructuring business debt, or bringing in a new secured lender whose funding is conditional on holding first-ranking security.\n","Identification of all creditor parties and the debtor, a precise description of the collateral and the registered security interests affected, the cession and priority-ranking terms, conditions precedent, representations and warranties, governing law, and execution blocks for all parties.\n",[206,210,214,218,222,226],{"title":207,"use_case":208,"icon_asset_id":209},"Commercial lenders","Formalizing an agreed priority shift before advancing additional secured credit","persona-lender",{"title":211,"use_case":212,"icon_asset_id":213},"Real estate developers","Allowing a construction lender to take first-ranking security over a mortgaged property","persona-real-estate-developer",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate finance teams","Restructuring the priority of existing secured facilities during a debt refinancing","persona-cfo",{"title":219,"use_case":220,"icon_asset_id":221},"Private equity firms","Coordinating creditor priority across mezzanine, senior, and revolving credit tranches","persona-private-equity",{"title":223,"use_case":224,"icon_asset_id":225},"Small business owners","Obtaining a new equipment or property loan where the new lender requires first-ranking security","persona-small-business-owner",{"title":227,"use_case":228,"icon_asset_id":229},"Insolvency practitioners","Documenting creditor priority arrangements during debt restructuring or workout processes","persona-insolvency-practitioner",[231,235,239,243,247,251],{"situation":232,"recommended_template":233,"slug":234},"Full subordination of all rights of one lender to another","Subordination Agreement","subordination-agreement-D423",{"situation":236,"recommended_template":237,"slug":238},"Multiple lenders agreeing on payment waterfall and enforcement rights","Intercreditor Agreement","non-profit-partnership-agreement-D14023",{"situation":240,"recommended_template":241,"slug":242},"Landlord agreeing to subordinate lease rights to a mortgage lender","Subordination, Non-Disturbance and Attornment Agreement (SNDA)","non-disturbance-agreement-D5213",{"situation":244,"recommended_template":245,"slug":246},"Priority shift limited to a specific tranche of real property debt","Mortgage Postponement Agreement","mortgage-D1183",{"situation":248,"recommended_template":249,"slug":250},"Creditor agreeing to defer enforcement during a standstill period","Standstill Agreement","standstill-agreement-D5204",{"situation":252,"recommended_template":253,"slug":254},"Borrower granting a new first-ranking fixed and floating charge","General Security Agreement","security-agreement-D915",[256,259,262,265,268,271,274,276,279,282,285],{"term":257,"definition":258},"Priority of Rank","The order in which creditors have the right to be paid from the proceeds of a debtor's collateral upon default or insolvency.",{"term":260,"definition":261},"Cession","A voluntary transfer or relinquishment of a right — here, the right to priority — from one party to another.",{"term":263,"definition":264},"Senior Creditor","The creditor who holds the highest-ranking security interest over a given asset and is paid first in the event of enforcement.",{"term":266,"definition":267},"Junior Creditor","A creditor whose security interest ranks below that of the senior creditor and who is paid only after the senior creditor's claim is satisfied.",{"term":269,"definition":270},"Collateral","The specific asset or pool of assets over which a security interest is registered and against which a creditor may enforce upon default.",{"term":272,"definition":273},"Subordination","The act of agreeing that one debt or security interest ranks below another, altering the default statutory or contractual priority order.",{"term":237,"definition":275},"A broader agreement among two or more creditors governing their respective rights, priorities, and enforcement powers with respect to shared collateral and a common debtor.",{"term":277,"definition":278},"Postponement","An arrangement in which a creditor agrees to defer the exercise of its rights or priority position for a defined period or until a condition is met.",{"term":280,"definition":281},"First Ranking Security","A security interest that takes precedence over all other registered or known interests in the same collateral.",{"term":283,"definition":284},"Conditions Precedent","Specific events or deliverables that must occur or be provided before the cession of priority becomes effective and binding.",{"term":286,"definition":287},"Enforcement","The legal process by which a creditor exercises its rights under a security instrument to recover amounts owed, typically by seizing or selling the collateral.",[289,294,299,304,309,314,319,324,329,334],{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Parties and recitals","Identifies all parties — the ceding creditor, the beneficiary creditor, and the debtor — and sets out the background facts explaining why the priority shift is being agreed.","THIS AGREEMENT is made between [CEDING CREDITOR LEGAL NAME] ('Ceding Creditor'), [BENEFICIARY CREDITOR LEGAL NAME] ('Beneficiary'), and [DEBTOR LEGAL NAME] ('Debtor'). WHEREAS, the Ceding Creditor holds a [DESCRIBE SECURITY INTEREST] registered on [DATE] over [COLLATERAL DESCRIPTION]; and the Beneficiary requires first-ranking security over the same collateral as a condition of advancing [FACILITY DESCRIPTION].","Omitting the debtor as a named party. Without the debtor's acknowledgment and consent, the agreement may not bind the debtor's estate in insolvency proceedings, and the debtor may later dispute the priority arrangement.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Description of security interests","Precisely identifies each security instrument affected — by registration number, date, amount secured, and the specific collateral — so there is no ambiguity about which interests are being reordered.","The Ceding Creditor's Security Interest means the [MORTGAGE / CHARGE / DEBENTURE] registered on [DATE] under registration number [NUMBER] at [LAND REGISTRY / PPSA REGISTRY] securing all amounts owing under the [LOAN AGREEMENT] dated [DATE], up to a maximum of $[AMOUNT]. The Beneficiary's Security Interest means the [MORTGAGE / CHARGE] registered on [DATE] under registration number [NUMBER] securing the [NEW FACILITY AGREEMENT] dated [DATE].","Using general descriptions like 'the first mortgage' without citing registration numbers. Ambiguous collateral descriptions can be challenged during enforcement, delaying recovery and generating costly litigation.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Cession of priority","The operative clause in which the ceding creditor formally agrees that the beneficiary's security interest shall rank ahead of its own with respect to the specified collateral, to the extent and amount stated.","The Ceding Creditor hereby irrevocably cedes and transfers to the Beneficiary priority of rank over the Collateral, such that the Beneficiary's Security Interest shall rank ahead of the Ceding Creditor's Security Interest to the extent of $[AMOUNT] (the 'Priority Amount'). The Ceding Creditor retains its security interest in the Collateral but agrees that its right to enforcement proceeds shall be subordinate to the Beneficiary's claim up to the Priority Amount.","Failing to specify a maximum priority amount. An uncapped cession can expose the ceding creditor to losses far exceeding the original commercial deal — for example, if the beneficiary's facility is later increased without the ceding creditor's consent.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Conditions precedent","Lists the deliverables and events that must occur before the cession takes effect — such as registration of the beneficiary's security interest, delivery of facility documents, and payment of fees.","This Agreement shall become effective only upon satisfaction of all of the following conditions: (a) registration of the Beneficiary's Security Interest in the [APPLICABLE REGISTRY] in a form acceptable to the Beneficiary; (b) delivery of a certified copy of the [FACILITY AGREEMENT] to the Ceding Creditor; and (c) payment by the Debtor of all outstanding amounts owing to the Ceding Creditor as at [DATE].","Including no conditions precedent at all. Without them, the cession may take effect before the beneficiary has actually advanced funds or registered its security — giving away priority for nothing.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Representations and warranties","Each party confirms the accuracy of their stated security interest, their authority to enter the agreement, and the absence of other undisclosed competing claims over the collateral.","Each party represents and warrants that: (a) it has full power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and (c) there are no undisclosed encumbrances, liens, or competing claims over the Collateral that would affect the priority arrangements set out herein.","Omitting a warranty that no other undisclosed security interests exist. If a third creditor holds a hidden claim that the ceding creditor knew about, the beneficiary may find its supposedly first-ranking security is actually second or third.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Obligations of the ceding creditor","Sets out what the ceding creditor must do — and refrain from doing — to preserve the beneficiary's priority position, such as not amending its own security without consent and providing notice of any enforcement action.","The Ceding Creditor shall: (a) not amend, extend, or increase the amount secured by the Ceding Creditor's Security Interest without the prior written consent of the Beneficiary; (b) provide the Beneficiary with not less than [X] days' prior written notice before commencing any enforcement action against the Collateral; and (c) promptly notify the Beneficiary of any default by the Debtor under the Ceding Creditor's facility.","No restriction on the ceding creditor increasing its own facility. If the ceding creditor grows the secured amount, it effectively erodes the value of the collateral available to the beneficiary — undermining the entire purpose of the cession.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Proceeds distribution on enforcement","Establishes the waterfall for distributing enforcement proceeds — the beneficiary receives its secured amount first, up to the priority amount, and the ceding creditor receives what remains.","Upon any enforcement of security over the Collateral, the net proceeds shall be applied in the following order: first, to the Beneficiary in satisfaction of all amounts owing under the Beneficiary's facility up to the Priority Amount; second, to the Ceding Creditor in satisfaction of all amounts owing under the Ceding Creditor's facility; and third, any surplus to the Debtor.","Not addressing costs and expenses of enforcement before the distribution waterfall. Enforcement costs can be material, and if not allocated first, a dispute over who bears them can paralyze the entire recovery process.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Term and termination","States when the cession expires — typically when the beneficiary's facility is fully repaid — and the mechanics for restoring the original priority ranking upon termination.","This Agreement shall remain in effect until the Beneficiary has confirmed in writing that all amounts owing under the Beneficiary's facility have been repaid in full and the Beneficiary's Security Interest has been discharged. Upon termination, the priority ranking of the Ceding Creditor's Security Interest shall be automatically restored as if this Agreement had never been entered into.","No automatic restoration of priority upon repayment of the beneficiary's facility. Without it, the ceding creditor may need to register a new document or take further steps to recover its original ranking — adding cost and delay.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Governing law and jurisdiction","Specifies which jurisdiction's laws govern the agreement and which courts have authority to resolve disputes, which is critical given that security interest priority is largely determined by the lex situs (law of the place where the collateral is located).","This Agreement is governed by and shall be construed in accordance with the laws of [JURISDICTION]. Each party irrevocably submits to the exclusive jurisdiction of the courts of [JURISDICTION] in respect of any dispute arising out of or in connection with this Agreement.","Choosing a governing law that differs from the jurisdiction where the collateral is registered. Conflicting governing law and registration jurisdiction creates uncertainty about which priority rules apply — courts may apply the lex situs regardless of what the contract says.",{"name":335,"plain_english":336,"sample_language":337,"common_mistake":338},"Notice and execution","Provides contact details and delivery methods for formal notices between parties, and includes signature blocks for all parties with authority confirmations.","Any notice under this Agreement shall be in writing and delivered to: Ceding Creditor: [NAME, ADDRESS, EMAIL]; Beneficiary: [NAME, ADDRESS, EMAIL]; Debtor: [NAME, ADDRESS, EMAIL]. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one agreement.","Execution by a signatory without documented authority. If the person who signs does not have board authority or a valid power of attorney, the agreement may be challenged as unauthorized — voiding the priority arrangement at the worst possible moment.",[340,345,350,355,360,365,370,375],{"step":341,"title":342,"description":343,"tip":344},1,"Identify and name all parties correctly","Enter the full registered legal name of the ceding creditor, the beneficiary creditor, and the debtor. For corporate entities, use the exact name as it appears on the certificate of incorporation or registration.","Cross-reference each party's name against the security registrations — a mismatch between the agreement and the registry entry can create enforceability gaps.",{"step":346,"title":347,"description":348,"tip":349},2,"Describe each security interest precisely","For every security instrument being reordered, enter the registration number, registration date, the registry where it is filed, the maximum amount secured, and a description of the collateral. Do this for both the ceding creditor's and beneficiary's interests.","Obtain a current registry search certificate immediately before execution to confirm registrations are exactly as described and no new interests have been registered since the deal was agreed.",{"step":351,"title":352,"description":353,"tip":354},3,"State the priority amount clearly","Specify the exact dollar amount up to which the beneficiary's claim will rank ahead of the ceding creditor's. This should match the commitment amount in the beneficiary's facility agreement, not an open-ended cap.","Negotiate a 10–15% buffer above the facility principal to cover accrued interest and enforcement costs — but confirm this is acceptable to the ceding creditor before drafting.",{"step":356,"title":357,"description":358,"tip":359},4,"List all conditions precedent","Draft a complete checklist of deliverables that must be satisfied before the cession takes effect — registration confirmation, facility agreement delivery, legal opinions if required, and any outstanding debt clearance.","Assign responsibility and a target date to each condition. An unresolved condition precedent is the most common reason a cession fails to become effective on closing day.",{"step":361,"title":362,"description":363,"tip":364},5,"Define the ceding creditor's ongoing obligations","Specify exactly what the ceding creditor cannot do without the beneficiary's consent — increasing its facility, amending collateral descriptions, or commencing enforcement — and set the required notice period before any enforcement action.","Set the enforcement notice period at a minimum of 10 business days to give the beneficiary time to step in and protect its position before the ceding creditor acts.",{"step":366,"title":367,"description":368,"tip":369},6,"Draft the enforcement waterfall","Write out the exact sequence in which enforcement proceeds will be applied — costs first, then the beneficiary up to the priority amount, then the ceding creditor, then any surplus to the debtor.","Express each tier in dollar-amount terms alongside percentage-of-proceeds language to eliminate ambiguity when actual enforcement numbers are known.",{"step":371,"title":372,"description":373,"tip":374},7,"Confirm governing law matches collateral location","Select the governing law of the jurisdiction where the collateral is physically located or registered. For real property, this is the province, state, or country of the land registry. For personal property, apply the jurisdiction of the relevant PPSA or UCC registry.","If collateral spans multiple jurisdictions, seek legal advice on whether separate cession agreements are needed in each registry jurisdiction.",{"step":376,"title":377,"description":378,"tip":379},8,"Execute with proper authority and retain all counterparts","Confirm that each signatory has board authorization or a current power of attorney before execution. Use wet-ink or qualified electronic signatures as required by the applicable registry. Retain a fully executed copy and a certified copy of all conditions precedent deliverables.","Register a notice or notation of the cession agreement against the relevant security registrations immediately after execution where the applicable registry permits it.",[381,385,389,393,397,401],{"mistake":382,"why_it_matters":383,"fix":384},"No cap on the priority amount","An uncapped cession means the ceding creditor subordinates itself to any amount the beneficiary chooses to advance — including future increases the ceding creditor never agreed to. In a worst-case default, the ceding creditor may recover nothing.","Always specify a maximum priority amount equal to the beneficiary's committed facility limit, and require the ceding creditor's written consent before any increase above that cap.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting the debtor as a party","A cession agreed only between two creditors, without the debtor's acknowledgment, may not bind the debtor's estate in insolvency. A trustee in bankruptcy or liquidator may challenge the arrangement as ineffective against the debtor.","Always include the debtor as a named party with a signature block, and have the debtor acknowledge the priority arrangement and confirm the status of each security interest.",{"mistake":390,"why_it_matters":391,"fix":392},"Choosing governing law inconsistent with collateral location","Security interest priority is generally determined by the lex situs — the law where the collateral is situated. A contract governed by a different jurisdiction's law may be overridden at the point of enforcement, making the priority arrangement unenforceable.","Confirm the location or registration jurisdiction of all collateral before selecting governing law. If collateral is in multiple jurisdictions, consider separate agreements or a multi-jurisdiction legal opinion.",{"mistake":394,"why_it_matters":395,"fix":396},"No notice obligation before enforcement","If the ceding creditor can enforce without notice, the beneficiary may have no opportunity to step in, cure the default, or protect its security position before the collateral is seized or sold.","Include an express obligation for the ceding creditor to provide written notice — at least 10 business days — before commencing any enforcement action against the collateral covered by this agreement.",{"mistake":398,"why_it_matters":399,"fix":400},"No termination and priority-restoration mechanism","Without automatic restoration of the original ranking on repayment of the beneficiary's facility, the ceding creditor may remain technically subordinated even after the deal it agreed to subordinate for has closed out.","Draft a specific termination clause providing that, upon written confirmation of full repayment and discharge of the beneficiary's security, the ceding creditor's priority is automatically restored to its original registered ranking.",{"mistake":402,"why_it_matters":403,"fix":404},"Execution by an unauthorized signatory","A cession signed by a person without board authority or a valid power of attorney can be declared void by a court, leaving both the beneficiary's priority and the ceding creditor's original position in dispute at exactly the moment enforcement is needed.","Obtain and retain a certified board resolution or current power of attorney for each corporate signatory before execution, and attach certified copies to the original agreement.",[406,409,412,415,418,421,424,427,430],{"question":407,"answer":408},"What is a cession of priority of rank agreement?","A cession of priority of rank agreement is a legally binding contract in which one secured creditor voluntarily agrees that another creditor's security interest will rank ahead of its own over specified collateral. It does not cancel the ceding creditor's security interest — it simply changes the order in which each creditor will be paid from enforcement proceeds. The arrangement is commonly used in real estate financing and corporate debt restructuring when a new lender requires first-ranking security as a condition of advancing funds.\n",{"question":410,"answer":411},"What is the difference between a cession of priority and a subordination agreement?","The two documents achieve the same commercial outcome — reordering creditor priority — but are used in different legal traditions. Cession of priority of rank is the terminology predominantly used in civil-law jurisdictions such as Quebec, South Africa, and many European countries. Subordination agreement is the term used in common-law jurisdictions such as the United States, English Canada, the United Kingdom, and Australia. The legal mechanics differ slightly, but the practical effect is the same: one creditor agrees to step back in the payment queue in favour of another.\n",{"question":413,"answer":414},"Does the debtor need to sign a cession of priority agreement?","Yes, in virtually all cases the debtor should be a party to the agreement and sign it. While the priority arrangement is technically between the two creditors, the debtor's acknowledgment is needed to bind the debtor's estate in insolvency proceedings and to confirm the status of each security interest. Without the debtor's signature, a bankruptcy trustee or liquidator may challenge the arrangement as ineffective against the general body of creditors.\n",{"question":416,"answer":417},"When is a cession of priority of rank agreement typically used?","The most common situations are: a property owner refinancing an existing mortgage where the new lender requires first-ranking security; a business bringing in a new secured lender whose facility is conditional on holding first-priority position; a corporate debt restructuring where senior and junior creditors agree to formalize their relative ranking; and private equity transactions where mezzanine, senior, and revolving credit facilities must be properly subordinated to each other.\n",{"question":419,"answer":420},"Does a cession of priority need to be registered?","Registration requirements depend on the jurisdiction and the type of collateral. For real property, many land registries permit or require notation of a priority agreement against the relevant title. For personal property security, the PPSA registries in Canadian provinces and the UCC registries in US states do not typically have a mechanism to register subordination agreements directly, but the priority arrangement is contractually binding between the parties. Legal advice on the specific registry jurisdiction is recommended before execution.\n",{"question":422,"answer":423},"Can the priority amount be changed after the agreement is signed?","Yes, but only with the written consent of all parties, including the ceding creditor. A well-drafted agreement will require the ceding creditor's prior written consent before the beneficiary's facility is increased above the agreed priority cap. Any amendment increasing the priority amount should be documented by a formal amendment agreement signed by all parties and, where applicable, noted against the relevant security registrations.\n",{"question":425,"answer":426},"What happens to the cession if the beneficiary's loan is repaid?","A properly drafted cession of priority agreement includes a termination clause providing that the priority arrangement automatically ends when the beneficiary's facility is fully repaid and its security interest is discharged. Upon termination, the ceding creditor's security interest reverts to its original registered ranking. If the agreement lacks an automatic restoration mechanism, the ceding creditor should request a written discharge of the cession from the beneficiary upon repayment.\n",{"question":428,"answer":429},"Is legal review required for a cession of priority of rank agreement?","Legal review is strongly recommended. The agreement directly affects the order in which secured creditors are paid upon a debtor's default or insolvency — getting it wrong can result in a creditor losing its entire secured position. Registry requirements, governing law, and the interaction with existing security instruments all require jurisdiction- specific legal analysis. A lawyer review of a completed template typically costs $500–$1,500 and is proportionate to the risk involved in any material secured lending transaction.\n",{"question":431,"answer":432},"Can a cession of priority be partial — limited to a specific amount?","Yes, and this is in fact best practice. A partial or capped cession limits the priority granted to the beneficiary to a specified maximum dollar amount — for example, $500,000. Above that cap, the ceding creditor retains its original priority ranking. This protects the ceding creditor from being subordinated to facility increases it never agreed to and is strongly preferred over an open-ended cession.\n",[434,438,442,446],{"industry":435,"icon_asset_id":436,"specifics":437},"Real estate and property finance","industry-real-estate","Construction and development lenders routinely require a cession of priority from an existing mortgagee to secure first-ranking position over the land before advancing funds for a build.",{"industry":439,"icon_asset_id":440,"specifics":441},"Corporate and commercial banking","industry-banking","Banks restructuring multi-tranche facilities use cession agreements to formalize the ranking of senior, mezzanine, and revolving credit lines over shared corporate collateral.",{"industry":443,"icon_asset_id":444,"specifics":445},"Private equity and alternative lending","industry-private-equity","PE-backed leveraged buyouts require precise intercreditor and priority arrangements across acquisition debt tranches, with cession agreements documenting each creditor's agreed ranking.",{"industry":447,"icon_asset_id":448,"specifics":449},"Small and medium enterprise (SME) lending","industry-small-business","SMEs refinancing equipment loans or commercial property mortgages often need the outgoing lender to cede priority to the new lender as a condition of obtaining better financing terms.",[451,454,457,461],{"vs":233,"vs_template_id":452,"summary":453},"D{SUBORDINATION_AGREEMENT_ID}","A subordination agreement and a cession of priority of rank agreement achieve the same result — one creditor steps behind another — but subordination is the common-law term used in the US, English Canada, and the UK, while cession of priority is used in civil-law and mixed jurisdictions such as Quebec, South Africa, and parts of Europe. The operative mechanics differ slightly under each legal tradition, but both documents must identify all parties, describe the affected security interests, cap the priority amount, and set out enforcement waterfall terms.",{"vs":237,"vs_template_id":455,"summary":456},"D{INTERCREDITOR_AGREEMENT_ID}","An intercreditor agreement is a broader document governing the full range of rights and obligations among multiple creditors — including payment waterfalls, voting rights, enforcement coordination, and standstill periods. A cession of priority addresses only the ranking of security interests over specific collateral. Use a cession when the sole issue is priority; use a full intercreditor agreement when creditors also need to coordinate enforcement, cure rights, and cross-default triggers.",{"vs":458,"vs_template_id":459,"summary":460},"Postponement Agreement","D{POSTPONEMENT_AGREEMENT_ID}","A postponement agreement typically defers a creditor's right to enforce or be repaid until a specified event or condition — it is time-based or conditional rather than permanently reordering priority. A cession of priority of rank permanently (or for the life of the beneficiary's facility) changes the ranking of security interests. Use a postponement for temporary deferral; use a cession when a permanent ranking change is needed for the duration of the beneficiary's credit facility.",{"vs":253,"vs_template_id":462,"summary":463},"D{GENERAL_SECURITY_AGREEMENT_ID}","A general security agreement creates a new security interest over a debtor's assets in favour of a creditor. A cession of priority of rank does not create new security — it reorders the ranking of security interests that already exist. Both documents are often executed together when a new lender takes a general security agreement and simultaneously requires an existing creditor to cede priority, but they serve distinct legal functions.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"Straightforward priority shifts between two creditors over clearly identified domestic collateral in a single jurisdiction","Free","30–60 minutes",{"best_for":470,"cost":471,"time":472},"Multi-party priority arrangements, real property collateral, or any transaction where enforcement risk is material","$500–$1,500","2–5 business days",{"best_for":474,"cost":475,"time":476},"Complex multi-tranche financings, cross-border collateral, insolvency or restructuring contexts, or transactions exceeding $1M in secured value","$2,000–$8,000+","1–3 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","In the US, priority among creditors for personal property is primarily governed by Article 9 of the Uniform Commercial Code (UCC), under which first-to-file generally wins. Parties may contractually alter priority by subordination agreement. For real property, recording acts in each state govern mortgage priority. California, New York, and Texas each have distinct recording and priority rules, and legal counsel in the relevant state is advisable for any material transaction.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","Canadian personal property security is governed by provincial PPSA legislation, with priority generally determined by registration order. In common-law provinces (Ontario, BC, Alberta), the document is typically called a subordination or postponement agreement. In Quebec, civil-law rules under the Civil Code govern hypothecs and priority cession, and French-language documentation may be required for provincially regulated transactions. Legal advice is recommended for cross-provincial collateral.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","In England and Wales, priority among registered charges over land is governed by the Land Registration Act 2002, and priority among company charges is governed by the Companies Act 2006. Deed of priority (the UK equivalent) is the standard instrument used to reorder security ranking and should be executed as a deed, not merely a simple contract. Scottish law applies different property and security rules, and separate legal advice is needed for Scottish collateral.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","There is no unified EU framework for security interest priority — rules vary significantly by member state. France and Belgium use civil-law mortgage and pledge priority rules; Germany applies the Bürgerliches Gesetzbuch (BGB) framework. Cross-border collateral within the EU may trigger conflict-of-laws analysis under Rome I and the lex situs principle. GDPR is unlikely to affect the document directly, but data shared between creditors during the transaction should be handled under applicable data-processing agreements.",[499,500,254,501,502,503,504,505,506,507,508,509],"loan-agreement-D417","promissory-note-D434","personal-guarantee-D405","letter-of-intent_acquisition-of-business-D5197","secured-lumpsum-promissory-note-agreement-D13041","non-disclosure-agreement-nda-D12692","assignment-agreement-D12542","release-of-liability-waiver-D12892","board-resolution-D78","general-power-of-attorney-D1037","lease-agreement-D1179",{"emit_how_to":198,"emit_defined_term":198},{"primary_folder":132,"secondary_folder":512,"document_type":513,"industry":514,"business_stage":515,"tags":516,"confidence":522},"guaranties-and-collateral","agreement","general","all-stages",[517,518,519,520,521],"lender","legal","collateral","secured-creditor","priority-of-rank",0.92,"\u003Ch2>What is a Cession of Priority of Rank Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Cession of Priority of Rank Agreement\u003C/strong> is a legally binding contract in which one secured creditor — the ceding party — voluntarily agrees that another creditor's security interest will take precedence over its own with respect to identified collateral. The ceding creditor does not surrender its security interest; it relinquishes its place in the payment queue, agreeing to be paid from enforcement proceeds only after the beneficiary creditor has been satisfied up to the agreed priority amount. This instrument is the civil-law equivalent of a subordination agreement and is widely used in Quebec, South Africa, and a number of European jurisdictions, as well as in cross-border transactions where parties operating under different legal traditions need a single authoritative document to govern creditor ranking.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a properly executed cession of priority of rank agreement, a new or incoming lender has no legally enforceable basis for the first-ranking security position it bargained for — leaving both the transaction at risk of collapse and the beneficiary exposed to the full uncertainty of statutory priority rules if the debtor defaults. For the ceding creditor, an undocumented priority arrangement is equally dangerous: in insolvency proceedings, a trustee or liquidator will apply registered priority order unless a signed, binding agreement to the contrary can be produced. Enforcement disputes between creditors without written priority arrangements are among the most protracted and expensive forms of commercial litigation. This template gives all parties — ceding creditor, beneficiary, and debtor — a complete, executed record of the agreed priority structure, a capped exposure amount, a defined enforcement waterfall, and an automatic restoration mechanism when the arrangement ends, replacing informal side-agreements with a document that will withstand scrutiny in court or in a registry proceeding.\u003C/p>\n",1778773569281]