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Intercreditor Agreement
"Need an Intercreditor Agreement to establish priority between our senior bank loan of $50M and mezzanine financing of $20M, with the senior lender requiring strict subordination and enforcement standstill provisions for our Singapore manufacturing facility expansion project closing in March 2025."
1. Parties: Identification of all creditors, debtors, and security agents involved in the agreement
2. Background: Context of the financing arrangement and purpose of the intercreditor agreement
3. Definitions and Interpretation: Key terms, including facilities, security, enforcement, and priority arrangements
4. Ranking and Priority: Hierarchy of debt and security interests between creditors
5. Payment Provisions: Waterfall provisions and payment mechanics
6. Security and Guarantees: Treatment of security interests and guarantee arrangements
7. Enforcement: Rights and procedures for enforcement of security
8. Application of Proceeds: Distribution of proceeds from enforcement or insolvency
9. Governing Law and Jurisdiction: Choice of Singapore law and jurisdiction provisions
1. Subordination Provisions: Specific subordination arrangements for multiple tiers of debt
2. Hedge Counterparty Provisions: Rights and obligations of hedge counterparties when hedging arrangements are part of the financing structure
3. New Debt Provisions: Procedures for incurring additional debt when future additional debt is contemplated
4. Turnover Provisions: Obligations to turn over unauthorized payments when there's risk of preferential payments
1. Form of Accession Deed: Template for new parties to accede to the agreement
2. Form of Resignation Letter: Template for parties to resign from their roles
3. Security Documents: List of all security documents covered by the agreement
4. Notice Details: Contact information for all parties
5. Enforcement Rights Table: Detailed matrix of enforcement rights by creditor class
6. Payment Waterfall: Detailed breakdown of payment priorities
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