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The Subordinated Creditors Security Agreement is a crucial document in complex financing arrangements where multiple creditors hold different levels of priority in relation to the same debtor or group of debtors. This agreement is particularly relevant in the UAE market where structured finance transactions must comply with specific local law requirements, including UAE Federal Law No. 19 of 2020 and the UAE Commercial Transactions Law. The document is typically used in scenarios involving syndicated loans, project finance, or corporate restructurings where there is a need to establish clear hierarchies between different classes of creditors and formalize security arrangements. It includes detailed provisions on security creation, perfection requirements, enforcement mechanisms, and the waterfall of payments, all structured to ensure enforceability under UAE law while protecting the interests of all parties involved.

1. Parties: Identification of the Creditors (Senior and Subordinated), Security Agent/Trustee, Obligors and other relevant parties

2. Background: Context of the security arrangement, reference to primary facility agreements, and purpose of subordination

3. Definitions and Interpretation: Definitions of key terms, interpretation rules, and references to related agreements

4. Security Interest Creation: Provisions creating the security interest over the relevant assets

5. Subordination and Priority: Core provisions establishing the subordination arrangement and priority of payments

6. Representations and Warranties: Standard and security-specific representations and warranties from the parties

7. Covenants: Positive and negative covenants relating to the secured assets and subordination arrangements

8. Enforcement: Rights and procedures for enforcing the security interest, including UAE-specific requirements

9. Application of Proceeds: Order of application of enforcement proceeds and payment waterfall

10. Power of Attorney: Appointment of the Security Agent/Trustee as attorney for enforcement purposes

11. Changes to Parties: Provisions for transfer, assignment, and succession of rights

12. Administration Provisions: Administrative matters including notices, calculations, and determinations

13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions