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The Intercreditor Agreement is essential in complex financing transactions involving multiple lenders or creditor groups in the UAE. It is typically used in syndicated loans, project finance, acquisition finance, and restructuring scenarios where different classes of debt exist. The document establishes the hierarchy of payments, security sharing arrangements, and enforcement rights among creditors, while ensuring compliance with UAE Federal Laws and regulations. Key considerations include UAE security perfection requirements, enforcement mechanisms under local law, and potential Shariah compliance requirements. The agreement must address specific UAE legal framework requirements regarding security interests, bankruptcy proceedings, and creditor rights, while also considering any free zone regulations if applicable.

1. Parties: Identification of all creditor groups, security agent, and borrower/obligor group

2. Background: Description of the financing arrangements and purpose of the intercreditor agreement

3. Definitions and Interpretation: Key terms, construction provisions, and interpretation rules, including Arabic translations of key terms

4. Ranking and Priorities: Establishes the ranking of debt and security between creditor groups

5. Payment Provisions: Regulates the receipt and distribution of payments, including waterfall provisions

6. Security and Guarantees: Provisions regarding shared security and guarantee arrangements

7. Enforcement: Rules and procedures for enforcement of security and payment rights

8. Payment Blockage: Provisions governing payment stops and blockage periods

9. Turnover of Receipts: Requirements for sharing recoveries and unauthorized payments

10. Effect of Insolvency Event: Provisions dealing with bankruptcy and insolvency scenarios under UAE law

11. Security Agent Provisions: Role, rights, and responsibilities of the security agent

12. Changes to the Parties: Transfer and assignment provisions

13. Costs and Expenses: Allocation of costs and expenses among parties

14. Notices: Communication requirements and procedures

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