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This Project Finance Loan Agreement Template is specifically designed for use in the United Arab Emirates legal framework, providing a comprehensive structure for financing large-scale projects across various sectors. It serves as the primary financing document in project finance transactions, incorporating both conventional and Islamic finance principles where necessary. The template includes essential provisions required under UAE law, including compliance with UAE Federal Law No. 18 of 1993 (Commercial Transactions Law), UAE Central Bank regulations, and relevant emirate-specific legislation. It is particularly suited for complex infrastructure and development projects where financing is primarily secured by the project's assets and cash flows. The document covers all crucial aspects of project financing, including detailed security arrangements, drawdown mechanisms, project monitoring requirements, and specific provisions for UAE market practices.

1. Parties: Identification of the lender(s), borrower(s), and any other key parties such as security agents or facility agents

2. Background: Description of the project, purpose of the facility, and key commercial context

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

4. The Facility: Details of the loan facility, including amount, purpose, and availability period

5. Conditions Precedent: Conditions that must be satisfied before drawdown, including technical, legal, and financial requirements

6. Drawdown Procedures: Process and requirements for requesting and making loan disbursements

7. Repayment and Prepayment: Terms for scheduled repayments, mandatory and voluntary prepayments

8. Interest and Fees: Interest calculation, payment periods, default interest, and all applicable fees

9. Tax Provisions: Allocation of tax liabilities and gross-up provisions

10. Representations and Warranties: Standard and project-specific representations by the borrower

11. Information Covenants: Requirements for financial and project-related reporting

12. Financial Covenants: Financial ratios and tests to be maintained by the borrower

13. General Undertakings: Positive and negative covenants relating to the borrower's conduct

14. Project Undertakings: Specific covenants relating to the construction and operation of the project

15. Events of Default: Circumstances constituting default and consequences

16. Security: Overview of security package and enforcement rights

17. Changes to Parties: Provisions regarding assignment, transfer, and syndication

18. Administration: Role and duties of facility agent and other administrative provisions

19. Payments and Application of Payments: Payment mechanics and waterfall provisions

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