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1. Parties: Identifies all parties to the agreement including the debtor, senior creditor(s), and subordinated creditor(s)
2. Background: Recitals explaining the existing loan arrangements and the purpose of the subordination
3. Definitions and Interpretation: Defines key terms including Senior Debt, Subordinated Debt, Enforcement Action, and Payment
4. Subordination: Core provision establishing the subordination of the junior debt to the senior debt
5. Undertakings by Subordinated Creditor: Key promises by the subordinated creditor regarding their debt and enforcement rights
6. Payments: Rules governing payments to the subordinated creditor, including payment stops
7. Turnover of Receipts: Obligations to turn over any unauthorized payments received
8. Senior Creditor Rights: Rights of the senior creditor including enforcement and amendment of senior facilities
9. Duration: Period of effectiveness of the subordination arrangements
10. General Provisions: Standard boilerplate including notices, amendments, governing law, and jurisdiction
1. Security Subordination: Required if there are security interests that need to be subordinated in addition to the debt itself
2. Permitted Payments: Include when certain payments to subordinated creditors are allowed under specific conditions
3. Further Subordinated Creditors: Include when mechanism needed for additional creditors to accede to the agreement
4. Insurance and Recovery Proceeds: Include when there are specific arrangements for handling insurance payouts or other recoveries
5. Subordinated Creditor Committee: Include when there are multiple subordinated creditors requiring coordinated decision-making
6. Standstill Provisions: Include when specific restrictions on enforcement actions need to be detailed
7. Buy-out Rights: Include when subordinated creditors have rights to buy out senior debt under certain circumstances
1. Schedule 1 - Senior Facilities: Details of all senior loan facilities including dates, amounts, and lenders
2. Schedule 2 - Subordinated Facilities: Details of all subordinated loan facilities including dates, amounts, and lenders
3. Schedule 3 - Form of Accession Deed: Standard form for additional creditors to join the agreement
4. Schedule 4 - Payment Conditions: Detailed conditions under which permitted payments can be made to subordinated creditors
5. Schedule 5 - Security Interests: List of all relevant security interests and their priorities
6. Appendix A - Notice Details: Contact information and notice requirements for all parties
Additional Creditor
Business Day
Default
Discharge Date
Distribution
Enforcement Action
Enforcement Date
Event of Default
Finance Document
Financial Indebtedness
Insolvency Event
Insolvency Proceedings
Liabilities
Loan Document
Payment
Payment Block Event
Permitted Payment
Principal Documents
Recovered Amount
Recovery
Secured Parties
Security
Security Interest
Senior Creditor
Senior Debt
Senior Discharge Date
Senior Finance Documents
Senior Lender
Senior Payment Default
Subordinated Creditor
Subordinated Debt
Subordinated Finance Documents
Subordination
Subordination Period
Security Trust Deed
Trigger Event
Trust Property
Turnover Proceeds
Working Capital Facility
Definitions
Subordination
Ranking
Payment Restrictions
Turnover
Enforcement
Standstill
Permitted Payments
Filing and Registration
Security Interests
Undertakings
Representations and Warranties
Payment Mechanics
Amendments and Waivers
Changes to Parties
Information Rights
Power of Attorney
Notices
Assignment
Severability
Counterparts
Confidentiality
Governing Law
Dispute Resolution
Jurisdiction
Set-off Rights
Further Assurance
Costs and Expenses
Term and Termination
Banking
Financial Services
Private Equity
Investment Management
Real Estate
Construction
Manufacturing
Mining
Agriculture
Retail
Healthcare
Technology
Legal
Finance
Treasury
Risk Management
Corporate Banking
Credit
Compliance
Corporate Advisory
Debt Recovery
Company Secretariat
Chief Financial Officer
Finance Director
Treasury Manager
Corporate Lawyer
Legal Counsel
Finance Manager
Credit Manager
Risk Manager
Investment Manager
Debt Restructuring Advisor
Corporate Banking Manager
Loan Officer
Company Secretary
Financial Controller
Insolvency Practitioner
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