The Intercreditor Deed is essential in complex financing transactions where multiple creditors hold different levels of debt and security interests in the same borrower or group. This document becomes particularly important in the Canadian context where secured creditor rights are governed by both federal and provincial legislation, including the Personal Property Security Act (PPSA) and federal insolvency laws. The Intercreditor Deed establishes a clear hierarchy of creditor rights, regulates payment flows, sets out enforcement procedures, and includes standstill provisions to prevent unilateral actions by junior creditors. It addresses specific Canadian law requirements regarding security interests, priorities, and enforcement mechanisms, while also providing flexibility for potential restructuring scenarios under the Companies' Creditors Arrangement Act (CCAA) or Bankruptcy and Insolvency Act (BIA).

1. Parties: Identification of all creditor groups, security trustee/agent, and borrower/debtor

2. Background: Overview of the financing arrangements and purpose of the intercreditor agreement

3. Definitions and Interpretation: Definitions of key terms, including different debt classes, and interpretation principles

4. Ranking and Priorities: Establishes the ranking of different classes of debt and security interests

5. Payment Provisions: Regulates the permitted payments to different creditor classes and payment waterfall

6. Turnover Provisions: Obligations to turn over payments received in contravention of priorities

7. Security and Guarantees: Provisions regarding shared security and guarantee arrangements

8. Enforcement: Rules and procedures for enforcement of security interests and remedies

9. Standstill Period: Restrictions on junior creditors taking enforcement action

10. Application of Proceeds: Order of application of enforcement proceeds and other recoveries

11. Purchase Option: Terms of any option for junior creditors to purchase senior debt

12. New Debt and Security: Provisions regarding the incurrence of additional debt and security

13. Redistribution: Mechanisms for sharing recoveries among creditors

14. Notices: Communication requirements and procedures between parties

15. Changes to Parties: Transfer and assignment provisions

16. Governing Law and Jurisdiction: Choice of Canadian law and jurisdiction provisions