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Deed Of Subordination
"I need a German law Deed of Subordination for a manufacturing company's refinancing where three existing junior creditors need to be subordinated to a new senior facility being provided by a consortium of banks, with completion targeted for March 2025."
1. Parties: Identification of all relevant parties: Senior Creditor(s), Junior Creditor(s), and the Debtor Company
2. Background: Context of the existing debt arrangements and reason for subordination
3. Definitions: Definitions of key terms including Senior Debt, Junior Debt, Subordination Period, and Enforcement Action
4. Subordination: Core provisions establishing the subordination of the Junior Debt to the Senior Debt
5. Restrictions on Junior Debt: Limitations on payments, enforcement actions, and amendments relating to Junior Debt
6. Turnover of Receipts: Obligations to pay over any unauthorized payments received in respect of Junior Debt
7. Junior Creditor Undertakings: Specific undertakings by Junior Creditors regarding the subordinated debt
8. Enforcement: Rights and restrictions regarding enforcement of the subordinated debt
9. Duration: Period of effectiveness of the subordination arrangements
10. Governing Law and Jurisdiction: Specification of German law as governing law and jurisdiction provisions
1. Security Provisions: Required when the subordination involves secured debt, addressing ranking of security interests
2. Insolvency Provisions: Detailed provisions for insolvency scenarios, particularly relevant for cross-border arrangements
3. Further Assurance: Additional provisions requiring parties to take further actions to perfect the subordination
4. Assignment and Transfer: Provisions governing the transfer of rights under the deed, particularly relevant for syndicated facilities
5. Amendments and Waivers: Specific provisions for modifying the deed, relevant for complex multi-party arrangements
6. Costs and Expenses: Allocation of costs related to the preparation and execution of the deed
1. Schedule 1 - Details of Senior Debt: Comprehensive list and details of all Senior Debt covered by the subordination
2. Schedule 2 - Details of Junior Debt: Comprehensive list and details of all Junior Debt subject to subordination
3. Schedule 3 - Form of Accession Deed: Template for additional parties to accede to the subordination arrangements
4. Schedule 4 - Notice of Subordination: Form of notice to be given to relevant parties regarding the subordination
5. Appendix 1 - Execution Formalities: Specific requirements for execution under German law, including notarization requirements if applicable
Authors
Business Day
Deed
Default
Discharge Date
Enforcement Action
Enforcement Event
Event of Default
Final Discharge Date
Finance Documents
Financial Indebtedness
Insolvency Event
Insolvency Proceedings
Junior Creditor
Junior Debt
Junior Debt Documents
Junior Discharge Date
Liability
Permitted Junior Payments
Principal Amount
Secured Obligations
Security
Security Documents
Senior Creditor
Senior Debt
Senior Debt Documents
Senior Discharge Date
Subordinated Rights
Subordination Period
Turnover Proceeds
Winding-up
Working Capital Facility
Payment Restrictions
Turnover Provisions
Enforcement Restrictions
Insolvency Provisions
Permitted Payments
Filing of Claims
Further Assurance
Authorization and Representation
Amendments and Waivers
Assignment and Transfer
Duration and Release
Costs and Expenses
Notices
Severability
Governing Law
Jurisdiction
Execution Formalities
Accession Provisions
Security Ranking
Information Rights
Warranties and Representations
Termination Rights
Default Provisions
Banking & Financial Services
Private Equity
Corporate Lending
Investment Banking
Real Estate Finance
Infrastructure & Project Finance
Manufacturing
Technology
Healthcare
Retail & Consumer Goods
Legal
Finance
Treasury
Corporate Finance
Risk Management
Compliance
Credit
Debt Management
Corporate Governance
Investment
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Debt Finance Manager
Investment Director
Restructuring Officer
Credit Risk Manager
Transaction Manager
Senior Loan Officer
Compliance Officer
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