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The Subordinated Creditors Security Agreement is a crucial document in structured finance and corporate lending transactions where multiple layers of debt exist. It is commonly used in scenarios where a company has both senior and junior debt, requiring careful regulation of the respective creditors' rights and security interests. This agreement, governed by Irish law, establishes the security package available to subordinated creditors while preserving the priority of senior creditors. It includes detailed provisions on security creation, perfection requirements under Irish law, enforcement mechanisms, and the interaction between different classes of creditors. The document is essential in complex financing structures, particularly in leveraged finance transactions, project finance, and corporate restructurings, where clear delineation of creditor rights and security interests is crucial.

1. Parties: Identification of the parties: Security Provider/Borrower, Subordinated Creditors, Security Trustee (if applicable), and any other relevant parties

2. Background: Context of the agreement, reference to senior facilities, and explanation of subordination arrangement

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

4. Subordination: Core provisions establishing the subordination of specified debt and ranking of creditors

5. Security Interest: Creation and grant of security interest over the specified assets

6. Secured Obligations: Definition and scope of the obligations being secured

7. Representations and Warranties: Standard and security-specific representations by the security provider

8. Covenants: Positive and negative obligations regarding the secured assets and subordinated debt

9. Events of Default: Circumstances constituting default and consequences

10. Enforcement: Rights and procedures for enforcing security, appointment of receivers

11. Application of Proceeds: Order of priority for applying proceeds from enforcement

12. Protection of Security: Provisions ensuring maintenance and protection of security interests

13. Power of Attorney: Appointment of security trustee/creditor as attorney for perfection/enforcement

14. Changes to Parties: Transfer and assignment provisions

15. Notices: Communication procedures between parties

16. Miscellaneous: Standard boilerplate provisions

17. Governing Law and Jurisdiction: Irish law as governing law and jurisdiction provisions