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Intercreditor And Subordination Agreement
"I need an Intercreditor and Subordination Agreement for a real estate development project with three tiers of debt (senior bank debt, mezzanine finance, and shareholder loans), where the total facility value is £50 million and completion is expected by March 2025."
1. Parties: Identification of all creditor parties and the debtor
2. Background: Context of the debt arrangements and purpose of agreement
3. Definitions: Key terms used throughout the agreement including defined terms for different creditor classes
4. Ranking and Subordination: Core provisions establishing creditor hierarchy and subordination arrangements
5. Payment Provisions: Rules governing payments between creditors, including payment waterfall
6. Turnover Provisions: Obligations to pay over received amounts contrary to agreed priority
7. Enforcement: Rights and restrictions on enforcement actions by different creditor classes
8. Security Provisions: Provisions regarding shared security and its administration
9. Representations and Warranties: Standard representations from each party regarding capacity and authority
10. Amendments and Waivers: Procedures for modifying the agreement and effects of waivers
11. Governing Law and Jurisdiction: Specification of English law as governing law and jurisdiction clauses
1. Purchase Option: Provisions allowing junior creditors to purchase senior debt under specified circumstances
2. Cross-Border Provisions: Additional provisions for dealing with international creditors and jurisdictions
3. Standstill Provisions: Temporary suspension of enforcement rights during specified periods
4. ICA Agent Provisions: Provisions regarding the appointment and role of an intercreditor agent
5. Hedging Liabilities: Special provisions for ranking and treatment of hedging obligations
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Creditor Details: Complete list of all creditors and their committed facilities
3. Security Documents: Schedule of all security documents covered by the agreement
4. Notice Provisions: Forms of notices and communications required under the agreement
5. Payment Waterfall: Detailed ordering of payments and distribution of proceeds
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