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1. Parties: Identification of the parties: Senior Creditor(s), Subordinated Creditor(s), and the Debtor
2. Background: Context of the existing loans and reason for subordination
3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, etc.
4. Subordination: Core provisions establishing the subordination of the junior debt to the senior debt
5. Restrictions on Subordinated Debt: Limitations on payments, enforcement actions, and amendments relating to subordinated debt
6. Turnover of Receipts: Obligation to turn over any unauthorized payments received in respect of subordinated debt
7. Subrogation Rights: Provisions regarding subrogation rights of the subordinated creditor
8. Duration: Term of the subordination arrangement and conditions for termination
9. Representations and Warranties: Standard representations regarding authority, binding obligations, and no conflicts
10. Further Assurance: Obligation to take additional actions to give effect to the agreement
11. Notices: Process for giving notices under the agreement
12. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
1. Security: Required if there is any security package that needs to be addressed in the subordination arrangement
2. Accession Provisions: Needed if there is a possibility of additional creditors joining the subordination arrangement
3. Amendments and Waivers: Detailed provisions for modifications if there are multiple creditors
4. Senior Creditor Rights: Additional provisions regarding senior creditors' rights if there are multiple senior creditors
5. Subordinated Creditor Protections: Specific protections for subordinated creditors in certain scenarios, if negotiated
6. Information Rights: Provisions regarding information sharing between creditors, if relevant
7. Cost and Expenses: Allocation of costs if there are multiple parties or complex arrangements
1. Existing Senior Debt: Details of all senior debt facilities covered by the agreement
2. Existing Subordinated Debt: Details of all subordinated debt facilities covered by the agreement
3. Form of Accession Deed: Standard form for new creditors to accede to the agreement
4. Form of Subordination Notice: Standard form of notice to be given to relevant parties regarding the subordination
5. Payment Conditions: Specific conditions under which payments on subordinated debt may be permitted
Additional Creditor
Authorized Payment
Business Day
Discharge Date
Distribution
Enforcement Action
Enforcement Event
Event of Default
Finance Documents
Financial Indebtedness
Insolvency Event
Insolvency Proceedings
Liabilities
Loan Agreement
Payment
Payment Blockage Notice
Payment Blockage Period
Permitted Payment
Principal Documents
Reorganization
Senior Creditor Discharge Date
Senior Debt
Senior Default
Senior Documents
Senior Lender
Senior Liabilities
Subordinated Creditor
Subordinated Debt
Subordinated Documents
Subordinated Liabilities
Subordination
Subordination Period
Swiss Business Day
Swiss Francs
Turnover Proceeds
Unauthorized Payment
Working Capital Facility
Subordination
Turnover
Payment Restrictions
Permitted Payments
Enforcement
Insolvency Proceedings
Subrogation Rights
Power of Attorney
Assignment and Transfer
Accession
Information Rights
Representations and Warranties
Undertakings
Amendments and Waivers
Costs and Expenses
Severability
Notices
Governing Law
Jurisdiction
Process Agent
Entire Agreement
Third Party Rights
Counterparts
Banking
Financial Services
Corporate Lending
Private Equity
Investment Management
Real Estate
Manufacturing
Technology
Infrastructure
Healthcare
Retail
Mining and Resources
Legal
Finance
Treasury
Credit Risk
Corporate Banking
Debt Management
Restructuring
Compliance
Corporate Development
Investment
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Finance Manager
Credit Manager
Restructuring Officer
Investment Manager
Debt Fund Manager
Banking Relationship Manager
Risk Manager
Corporate Banking Officer
Loan Officer
Compliance Officer
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