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The Subordinated Creditors Security Agreement is a crucial document in complex financing transactions where multiple creditor classes exist and security interests need to be established under German law. This agreement is typically used in scenarios involving senior debt facilities alongside subordinated financing, such as mezzanine debt or shareholder loans. It establishes the security package securing the obligations to various creditors, defines the ranking of creditors' claims, and sets out the mechanisms for creating and enforcing security interests in compliance with German legal requirements. The document addresses specific German law considerations, including the creation of security interests over different types of assets, parallel debt structures where necessary, and enforcement procedures. It forms part of the broader financing documentation and is essential for protecting creditors' interests while ensuring legal certainty under German law. The agreement is particularly relevant in acquisition financing, project finance, real estate financing, and corporate restructuring scenarios.

1. Parties: Identification of all parties including Senior Creditors, Subordinated Creditors, Security Agent, and Security Provider

2. Background: Context of the security arrangement, relationship to other financing documents, and purpose of the agreement

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and interpretation rules

4. Subordination and Ranking: Core provisions establishing creditor hierarchy and subordination arrangements

5. Creation of Security: Provisions detailing the creation and perfection of security interests

6. Security Assets: Description and scope of assets subject to security interests

7. Representations and Warranties: Standard representations regarding authority, validity, and security assets

8. Covenants: Ongoing obligations of the security provider and subordinated creditors

9. Enforcement: Rights and procedures for enforcing security interests

10. Application of Proceeds: Order of application of enforcement proceeds

11. Power of Attorney: Appointment of security agent as attorney for security-related actions

12. Changes to Parties: Transfer and assignment provisions

13. Notices: Communication requirements and procedures

14. Miscellaneous: Standard boilerplate provisions

15. Governing Law and Jurisdiction: Choice of German law and jurisdiction provisions