The Loan Subordination Agreement is a critical document in structured finance and corporate lending transactions under Irish law. It is typically used when a borrower has multiple layers of debt from different creditors, and there is a need to establish a clear hierarchy of payment and enforcement rights. The agreement is essential in scenarios such as project finance, leveraged buyouts, or corporate restructurings where different classes of debt exist. It addresses key aspects such as payment priorities, enforcement restrictions, and creditor rights, ensuring compliance with Irish corporate law and relevant EU regulations. The document includes comprehensive provisions for various scenarios including default, enforcement, and distribution of proceeds, making it a fundamental tool in complex financing structures. The subordination arrangements documented are particularly important in insolvency scenarios, where the established hierarchy becomes crucial for determining payment priorities.
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1. Parties: Identification of all parties including Senior Creditor(s), Subordinated Creditor(s), Borrower/Debtor
2. Background: Recitals explaining the context of the existing loans and reason for subordination
3. Definitions and Interpretation: Definitions of key terms including Senior Debt, Subordinated Debt, Enforcement Action, etc.
4. Subordination: Core provisions establishing the subordination of the junior debt to the senior debt
5. Payments Waterfall: Order of priority for payments and distribution of proceeds
6. Restrictions on Subordinated Creditor: Limitations on enforcement actions, acceleration rights, and receipt of payments
7. Turnover of Receipts: Obligation to turn over any payments received in breach of the agreement
8. Representations and Warranties: Standard representations by all parties regarding authority, enforceability, etc.
9. Undertakings: Ongoing obligations of the parties
10. Duration and Release: Term of the subordination and conditions for release
11. Amendments and Waivers: Process for modifying the agreement and effects of waivers
12. Notices: Process for giving notices under the agreement
13. Assignment and Transfer: Rules regarding transfer of rights and obligations
14. Governing Law and Jurisdiction: Choice of Irish law and jurisdiction provisions
1. Security Provisions: Required when the subordination agreement needs to address ranking of security interests
2. Inter-creditor Provisions: Needed when there are multiple creditors at the same level requiring coordination
3. Standstill Provisions: Additional provisions regarding creditor standstill periods during enforcement
4. Agent Provisions: Required when there is a security agent or facility agent involved
5. Additional Subordinated Creditor Accession: Mechanism for additional creditors to join the subordination arrangement
6. Borrower Provisions: Additional provisions specific to borrower obligations when borrower is party to the agreement
7. Insurance Proceeds: Required when insurance proceeds need to be addressed in payment waterfall
8. Debt Purchase Transactions: Needed when addressing potential debt buy-backs or trading
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Details of Senior Debt: Specific details of senior debt facilities including amounts, dates, and parties
3. Details of Subordinated Debt: Specific details of subordinated debt including amounts, dates, and parties
4. Notice Details: Contact information and notice details for all parties
5. Form of Subordinated Creditor Power of Attorney: Standard form of power of attorney if required
6. Payment Waterfall Examples: Illustrative examples of how the payment waterfall operates in different scenarios
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