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The Real Estate Subordination Agreement is essential in UAE real estate financing transactions where multiple lenders hold security interests over the same property. This document becomes particularly relevant in refinancing scenarios, development projects, or when additional financing is sought against property with existing security interests. The agreement must comply with UAE federal laws, including Federal Law No. 5 of 1985 (Civil Code) and relevant emirate-specific real estate regulations. It typically includes detailed provisions about the ranking of security interests, enforcement rights, and registration requirements with relevant land departments. The document is crucial for risk management and securing lenders' positions in complex real estate financing structures, particularly given the UAE's sophisticated real estate market and regulatory framework.

1. Parties: Identifies all parties to the agreement including Senior Creditor, Junior Creditor, and Property Owner

2. Background: Recitals explaining the existing security interests, property details, and purpose of subordination

3. Definitions and Interpretation: Defines key terms including Senior Debt, Junior Debt, Property, Security Interests, and other relevant terms

4. Subordination: Core provisions establishing the subordination arrangement and priority of security interests

5. Representations and Warranties: Statements of fact and assurances from each party regarding their authority, existing securities, and property status

6. Covenants: Ongoing obligations of parties regarding maintenance of priority, registration requirements, and prohibited actions

7. Registration and Perfection: Requirements for registering the subordination arrangement with relevant UAE authorities

8. Enforcement: Rights and procedures for enforcing security interests in accordance with the agreed priority

9. Duration and Termination: Term of the subordination arrangement and circumstances for termination

10. Governing Law and Jurisdiction: Specifies UAE law as governing law and relevant courts' jurisdiction

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate provisions including amendments, severability, and counterparts