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The Intercreditor and Subordination Agreement is essential in complex financing arrangements where multiple creditors hold different levels of debt or security interests in the same borrower or group of companies. This document, governed by Irish law, is particularly crucial in scenarios involving syndicated loans, mezzanine financing, or structured debt arrangements. It sets out the fundamental principles governing the relationships between different classes of creditors, including payment priorities, enforcement rights, and subordination arrangements. The agreement becomes especially relevant in distressed scenarios or when there's a need to establish clear protocols for debt ranking and security enforcement. It must comply with Irish legal requirements, particularly those under the Companies Act 2014 and relevant financial services regulations.

1. Parties: Identification of all creditor groups (senior, mezzanine, junior), the borrower(s), and security trustee/agent

2. Background: Context of the financing arrangement, existing facilities, and purpose of the intercreditor agreement

3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement, including debt categories, enforcement actions, and key concepts

4. Ranking and Priority: Establishes the hierarchy of debts and security interests between the different creditor classes

5. Payment Provisions: Rules governing permitted payments to each creditor class and payment waterfall arrangements

6. Standstill Provisions: Restrictions on junior creditors taking enforcement action during a specified period

7. Turnover Provisions: Obligations to turn over payments received in breach of the agreement

8. Purchase Option: Terms under which junior creditors can purchase senior debt

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

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

11. Effect of Insolvency Event: Impact of insolvency on creditors' rights and priorities

12. Changes to the Parties: Transfer and assignment provisions, accession mechanics

13. Administration and Agency: Role and powers of the security trustee/agent

14. Costs and Expenses: Allocation of costs and expense reimbursement

15. Notices: Communication requirements and contact details

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