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The Subordinate Loan Agreement is essential in structured financing transactions where multiple layers of debt exist. This German law-governed document is typically used when companies seek additional financing while maintaining existing senior debt relationships, or in complex corporate restructurings. It establishes a clear hierarchy of creditor claims, with the subordinated lender's rights being junior to senior creditors, particularly important in insolvency scenarios under German law. The agreement includes detailed provisions on payment restrictions, enforcement limitations, and creditor rights, ensuring compliance with German banking regulations and insolvency laws. It's particularly relevant for corporate refinancing, growth capital, or as part of larger financing structures where maintaining senior creditor priorities is crucial.

1. Parties: Identification of the lender(s) and borrower(s) with full legal details

2. Background: Context of the subordinated loan transaction and its purpose

3. Definitions and Interpretation: Definitions of key terms and interpretation rules, including specific definitions related to subordination

4. The Loan: Core loan terms including amount, purpose, and drawdown mechanics

5. Interest: Interest rate, calculation methods, payment dates, and default interest provisions

6. Repayment and Prepayment: Terms for scheduled repayment and any voluntary or mandatory prepayment rights

7. Subordination Provisions: Detailed mechanics of subordination, including ranking and payment restrictions

8. Representations and Warranties: Standard and transaction-specific representations and warranties from the borrower

9. Information Undertakings: Borrower's obligations to provide financial and other information

10. General Undertakings: Positive and negative covenants of the borrower

11. Events of Default: Circumstances constituting default and consequences

12. Changes to Parties: Rules for assignment, transfer, and succession

13. Payment Mechanics: Administrative provisions for making payments

14. Set-off: Rights and restrictions regarding set-off

15. Notices: Communication methods and contact details

16. Calculations and Certificates: Rules for calculations and evidential value of certificates

17. Partial Invalidity: Severability provisions

18. Remedies and Waivers: Rights and waivers provisions

19. Amendments and Waivers: Process for making changes to the agreement

20. Governing Law and Jurisdiction: Confirmation of German law and jurisdiction provisions