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The Debenture Trustee Agreement is a crucial document in UAE's debt capital markets, used when companies issue debentures and require a trustee to act on behalf of debenture holders. This agreement is particularly important in the UAE context, where trust concepts must be carefully structured to align with both civil law principles and specific securities regulations. The document establishes the trustee's authority to protect debenture holders' interests, outlines enforcement mechanisms, and ensures compliance with UAE Federal Law No. 32 of 2021 and SCA regulations. It's typically used in conjunction with security documents and must consider both conventional and Islamic finance requirements where applicable.

1. Parties: Identification of the issuer company, the trustee, and initial debenture holders (if applicable)

2. Background: Context of the debenture issuance and appointment of the trustee

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and interpretation rules

4. Appointment of Trustee: Formal appointment and acceptance of the trustee role

5. Powers and Duties of Trustee: Detailed description of trustee's responsibilities, powers, and obligations

6. Remuneration and Expenses: Trustee's fees, costs, and reimbursement provisions

7. Issuer Covenants: Obligations and undertakings of the issuer company

8. Events of Default: Circumstances constituting default and consequences

9. Enforcement: Trustee's powers and procedures for enforcing security

10. Meetings of Debenture Holders: Procedures for conducting meetings and passing resolutions

11. Modification of Rights: Process for modifying terms of the debentures or trust deed

12. Indemnification: Protection and indemnification of the trustee

13. Resignation and Removal: Process for trustee resignation or removal and appointment of successor

14. Notices: Communication procedures between parties

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