��������Ƶ

The Intercreditor and Subordination Agreement is essential in complex financing arrangements where multiple creditors provide different types of debt to a single borrower or group of borrowers. This document becomes particularly important in the Philippine context where businesses often seek funding from various sources, including local and international lenders. It ensures orderly coordination between creditors by establishing clear priorities, especially crucial in enforcement scenarios or insolvency proceedings under Philippine law. The agreement typically addresses payment waterfalls, enforcement rights, standstill provisions, and turnover obligations, while complying with local regulations such as the Financial Rehabilitation and Insolvency Act and Central Bank requirements. It's commonly used in project financing, corporate lending, and restructuring situations where multiple creditor interests need to be balanced and clearly documented.

1. Parties: Identifies all creditor groups (senior creditors, subordinated creditors) and the debtor

2. Background: Explains the context of the various debt obligations and reason for the intercreditor arrangement

3. Definitions and Interpretation: Defines key terms including Senior Debt, Subordinated Debt, Enforcement Action, etc.

4. Ranking and Subordination: Establishes the priority ranking of different debt classes and subordination arrangements

5. Payment Provisions: Sets out permitted payments to different creditor classes and payment blockage events

6. Turnover of Receipts: Requires subordinated creditors to turn over unauthorized payments to senior creditors

7. Enforcement: Details enforcement rights and restrictions for each creditor class

8. Application of Proceeds: Specifies the waterfall for distribution of proceeds from enforcement or insolvency

9. Insolvency: Addresses creditors' rights and obligations in insolvency scenarios

10. Protection of Subordination: Provisions ensuring the subordination arrangements remain effective

11. Changes to the Parties: Procedures for transfers and assignments of debt and accession to the agreement

12. Notices: Communication requirements and methods between parties

13. Miscellaneous: Standard boilerplate provisions including amendments, waivers, governing law

14. Governing Law and Jurisdiction: Specifies Philippine law as governing law and jurisdiction for disputes