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Intercreditor Agreement
"I need an Intercreditor Agreement to establish priority and security sharing arrangements between a syndicate of senior lenders and two mezzanine lenders for a Hong Kong real estate development project, with the senior facility closing date scheduled for March 2025."
1. Parties: Identifies all creditor parties, security agent, facility agents, and obligors
2. Background: Explains the context of the various debt facilities and purpose of the intercreditor arrangement
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. Ranking and Priority: Establishes the ranking of debts and priority of payments between creditors
5. Payment Provisions: Sets out the payment waterfall and restrictions on payments to different creditor classes
6. Turnover of Receipts: Provisions requiring sharing of recoveries and turnover of payments received in breach of the agreement
7. Security and Guarantees: Provisions regarding shared security and guarantee arrangements
8. Enforcement: Rules and procedures for enforcement of security and exercise of remedies
9. Application of Proceeds: Order of application of enforcement proceeds and other recoveries
10. Effect of Insolvency Event: Provisions dealing with insolvency scenarios and filing of claims
11. Changes to the Parties: Transfer and assignment provisions, accession mechanics
12. Protection of Security Agent: Rights, duties, and protections of the Security Agent
13. Costs and Expenses: Provisions for payment of costs and expenses
14. Notices: Communication requirements and contact details
15. Miscellaneous: Standard boilerplate provisions
16. Governing Law and Jurisdiction: Choice of law and jurisdiction provisions
1. Subordinated Creditor Provisions: Additional provisions specific to subordinated creditors, used when there are mezzanine or junior debt facilities
2. Hedging Liabilities: Provisions dealing with hedge counterparties and their rights, used when hedging arrangements are part of the debt structure
3. Intra-Group Lender Provisions: Specific provisions for intra-group creditors, used when there is significant intra-group lending
4. Purchase Option: Provisions allowing certain creditors to purchase other creditors' debt, used in more complex structures
5. New Debt Financing: Provisions regarding the incurrence of additional debt, used when future debt raising is contemplated
6. Debt Trading Provisions: Specific provisions regarding trading of debt, used when debt trading is expected
7. Snooze/Lose Provisions: Provisions regarding failure to respond to requests, used in syndicated arrangements
8. Common Currency Provisions: Provisions for dealing with multiple currencies, used when facilities are in different currencies
1. Form of Accession Deed: Standard form for new parties to accede to the agreement
2. Form of Resignation Letter: Standard form for parties to resign from their roles
3. Security Documents: List and details of all security documents
4. Notice Details: Contact details for all parties
5. Existing Facilities: Details of all existing debt facilities and their key terms
6. Form of Security Agent Resignation Letter: Standard form for Security Agent resignation
7. Payment Waterfall: Detailed payment priorities and waterfall mechanics
8. Hedge Counterparty Provisions: Detailed provisions regarding hedging arrangements if applicable
Authors
Accession Deed
Additional Creditor
Affiliate
Agent
Ancillary Facility
Assigned Rights
Available Enforcement Proceeds
Borrower
Business Day
Charged Property
Commitment
Common Assurance
Common Security
Consent
Credit Document
Credit Facility
Creditor Liabilities
Creditor Representative
Default
Defaulting Lender
Delegate
Discharge Date
Distribution
Distress Event
Enforcement Action
Enforcement Date
Enforcement Notice
Event of Default
Facility Agreement
Finance Document
Finance Party
Financial Indebtedness
First Ranking Liabilities
Group
Guarantee
Guarantor
Hedge Counterparty
Hedging Agreement
Hedging Liabilities
Holdings
Insolvency Event
Insolvency Proceedings
Instructing Group
Intercreditor Liabilities
Interest Period
Intra-Group Lender
Intra-Group Liabilities
Junior Creditor
Junior Debt
Liabilities
Lender
Losses
Majority Creditors
Majority Lenders
Majority Senior Creditors
Material Adverse Effect
Mezzanine Creditor
Mezzanine Debt
New Creditor
Non-Cash Consideration
Obligor
Original Jurisdiction
Parent
Party
Payment
Permitted Payment
Primary Creditor
Principal Agreement
Priority of Payments
Proceeds
Qualifying Senior Creditor
Receiver
Recoveries
Refinancing
Related Fund
Relevant Jurisdiction
Secured Obligations
Secured Party
Security
Security Agent
Security Document
Security Interest
Security Property
Security Trust
Senior Creditor
Senior Debt
Senior Discharge Date
Senior Facility
Senior Finance Document
Senior Lender
Subordinated Creditor
Subordinated Debt
Subsidiary
Tax
Transaction Security
Transfer
Trust Property
Trustee
Unpaid Sum
Working Capital Facility
Payment Subordination
Security Subordination
Turnover
Payment Blockage
Security Enforcement
Standstill
Buy-out Rights
Security Trust
Application of Proceeds
Sharing of Recoveries
Voting Rights
Amendments and Waivers
Accession
Assignment and Transfer
Default and Acceleration
Security Agent Provisions
Insolvency Provisions
Guarantee Provisions
Override Provisions
Hedging Obligations
Information Sharing
Payment Mechanics
Set-off Rights
Costs and Expenses
Indemnities
Notices
Calculations and Certificates
Partial Invalidity
Remedies and Waivers
Confidentiality
Counterparts
Governing Law
Dispute Resolution
Process Agent
Banking & Financial Services
Real Estate & Construction
Infrastructure
Manufacturing
Energy & Resources
Transportation & Logistics
Telecommunications
Healthcare
Retail & Consumer
Technology
Private Equity
Asset Management
Legal
Finance
Treasury
Credit Risk
Compliance
Corporate Finance
Debt Capital Markets
Restructuring
Transaction Management
Investment
Portfolio Management
Syndications
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Debt Finance Manager
Investment Director
Credit Risk Manager
Restructuring Officer
Transaction Manager
Senior Banker
Relationship Manager
Compliance Officer
Security Trustee
Portfolio Manager
Syndication Manager
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