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1. Parties: Identification of senior creditors, subordinated creditors, and the borrower/debtor
2. Background: Context of existing debts and reason for subordination
3. Definitions: Key terms including Senior Debt, Subordinated Debt, Payment Default, etc.
4. Subordination: Core provisions establishing debt hierarchy and payment restrictions
5. Payments and Distributions: Rules governing permitted payments and distribution of proceeds
6. Enforcement Rights: Rights and limitations of creditors to enforce their claims
7. Representations and Warranties: Standard representations regarding authority, binding effect, and no conflicts
8. Miscellaneous: Standard boilerplate provisions including notices, amendments, governing law, etc.
1. Turnover Provisions: Requirements for subordinated creditors to turn over received payments to senior creditors if received in violation of the agreement
2. Bankruptcy Provisions: Specific provisions governing rights and obligations of parties in bankruptcy proceedings
3. Refinancing Provisions: Terms governing refinancing of senior debt and continued subordination obligations
4. Further Assurances: Obligations to execute additional documents or take actions to effectuate the subordination
1. Schedule of Senior Debt: Detailed list of all senior debt obligations including principal amounts, interest rates, and maturity dates
2. Schedule of Subordinated Debt: Detailed list of all subordinated debt obligations including principal amounts, interest rates, and maturity dates
3. Form of Accession Agreement: Template agreement for additional creditors to become bound by the subordination arrangements
4. Notice Information: Contact details and notice requirements for all parties to the agreement
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