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The Loan Syndication Agreement is a sophisticated financing document used when the size, complexity, or risk profile of a loan necessitates participation from multiple lenders. This agreement, governed by UAE law, establishes a structured framework for large-scale financing where risk is distributed among various financial institutions. It complies with UAE Federal Laws, including UAE Federal Law No. 18 of 1993 (Commercial Code) and UAE Central Bank regulations, and may incorporate Islamic finance principles where required. The document details all aspects of the lending arrangement, including facility terms, security arrangements, roles of various parties, conditions precedent, ongoing obligations, and enforcement mechanisms. It's particularly crucial for major projects, acquisitions, or corporate expansions in the UAE market where significant capital is required.

1. Parties: Identifies all parties to the agreement including Borrower(s), Arranger(s), Facility Agent, Security Agent (if applicable), and Original Lenders

2. Background: Sets out the context of the transaction and summarizes the facility arrangement

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

4. The Facilities: Details of the loan facilities, including types, amounts, purpose, and availability periods

5. Purpose: Specified purposes for which the loan facilities may be used

6. Conditions Precedent: Conditions that must be satisfied before any utilization of the facilities

7. Utilization: Procedures and requirements for drawing down the facilities

8. Repayment: Terms and schedule for repayment of the facilities

9. Prepayment and Cancellation: Circumstances and procedures for voluntary and mandatory prepayments and facility cancellation

10. Interest: Interest calculation, periods, payment, and default interest provisions

11. Fees: All fees payable under the facility including arrangement, commitment, and agency fees

12. Tax Gross Up and Indemnities: Provisions dealing with tax implications and related indemnities

13. Increased Costs: Provisions for dealing with changes in costs due to regulatory or legal changes

14. Representations and Warranties: Statements of fact and assurances given by the borrower

15. Information Undertakings: Borrower's obligations to provide financial and other information

16. Financial Covenants: Financial ratios and tests that the borrower must maintain

17. General Undertakings: Positive and negative covenants applicable to the borrower

18. Events of Default: Circumstances that would trigger default and enforcement rights

19. Changes to Parties: Provisions regarding transfers, assignments, and substitution of parties

20. Role of the Agents: Duties, rights, and obligations of the Facility Agent and Security Agent

21. Sharing Among Finance Parties: Provisions for sharing payments and recoveries among lenders

22. Payment Mechanics: Procedures for making payments under the facility

23. Set-off: Rights of finance parties to set off amounts due

24. Notices: Communication procedures and contact details

25. Calculations and Certificates: Rules for calculations and evidential value of certificates

26. Amendments and Waivers: Procedures for modifying the agreement and effects of waivers

27. Governing Law and Enforcement: Choice of law and jurisdiction provisions