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Master Lending Agreement
I need a Master Lending Agreement under UAE law for a conventional and Islamic multi-currency facility arrangement between a syndicate of international banks and a real estate development company, with the agreement needing to accommodate multiple drawdowns throughout 2025.
1. Parties: Identification of the lender(s) and borrower(s), including their legal status and registration details
2. Background: Context of the agreement and relationship between the parties
3. Definitions and Interpretation: Comprehensive definitions of terms used throughout the agreement and rules of interpretation
4. Facilities: Overview of the types of facilities available and their general terms
5. Conditions Precedent: Documents and conditions required before utilization of any facility
6. Utilization: Process and requirements for requesting and accessing facilities
7. Interest and Fees: Calculation and payment of interest, margins, and fees
8. Repayment and Prepayment: Terms for scheduled repayments and voluntary/mandatory prepayments
9. Representations and Warranties: Standard representations and warranties given by the borrower
10. Information Undertakings: Ongoing financial and operational information requirements
11. General Undertakings: Positive and negative covenants applicable to all facilities
12. Events of Default: Circumstances constituting default and consequences
13. Changes to Parties: Rules for assignments, transfers, and additions of new parties
14. Administration: Operational aspects including payments, calculations, and notices
15. Governing Law and Jurisdiction: Choice of UAE law and jurisdiction provisions
1. Security: Required when facilities are to be secured, detailing types of security and enforcement rights
2. Guarantees: Include when third-party guarantees are part of the credit support structure
3. Islamic Facilities: Required when Sharia-compliant facilities are offered alongside conventional facilities
4. Syndication Provisions: Include for agreements intended to be syndicated or with multiple lenders
5. Increased Costs and Tax Gross-Up: Detailed provisions for managing regulatory changes and tax implications, particularly relevant for international lenders
6. Multi-currency Provisions: Required when facilities can be drawn in multiple currencies
7. Agency Provisions: Include when a facility agent will be appointed to manage syndicated facilities
1. Facility Terms: Specific terms, pricing, and conditions for each type of facility
2. Form of Utilization Request: Standard form for requesting drawdowns under the facilities
3. Conditions Precedent Documents: Detailed list of required documents and conditions
4. Form of Transfer Certificate: Standard documentation for transfers between lenders
5. Form of Compliance Certificate: Template for periodic compliance reporting
6. Security Documents: Forms of security documentation and perfection requirements
7. Existing Security and Financial Indebtedness: Details of permitted existing arrangements
8. Form of Accession Deed: Documentation for additional borrowers or guarantors
9. Financial Covenants: Detailed financial ratios and calculations
10. Contact Details: Administrative and notice details for all parties
Authors
Account Bank
Additional Borrower
Additional Guarantor
Affiliate
Availability Period
Available Commitment
Available Facility
Break Costs
Business Day
Commitment
Compliance Certificate
Default
Default Rate
Disruption Event
Event of Default
Facility
Facility Office
Finance Document
Finance Party
Financial Indebtedness
Financial Statements
Financing Change Costs
Group
Guarantor
Interest Payment Date
Interest Period
Legal Reservation
LIBOR
Loan
Margin
Material Adverse Effect
Month
Obligor
Original Financial Statements
Party
Permitted Security
Quotation Day
Reference Banks
Repeating Representations
Representative
Security
Security Document
Security Provider
Subsidiary
Tax
Total Commitments
Transfer Certificate
Transfer Date
UAE
UAE Dirham
Unpaid Sum
Utilization
Utilization Date
Utilization Request
Facility Terms
Conditions Precedent
Utilization
Repayment
Prepayment
Interest
Fees
Tax Gross-Up
Increased Costs
Mitigation
Representations and Warranties
Information Undertakings
Financial Covenants
General Undertakings
Events of Default
Security
Guarantee
Set-off
Payment Mechanics
Currency Provisions
Changes to Parties
Confidentiality
Notices
Calculations
Amendments and Waivers
Severability
Counterparts
Assignment and Transfer
Third Party Rights
Governing Law
Dispute Resolution
Process Agent
Anti-Money Laundering
Sanctions Compliance
Islamic Finance Provisions
Banking and Financial Services
Real Estate and Construction
Energy and Natural Resources
Healthcare
Retail and Consumer Goods
Technology and Telecommunications
Manufacturing and Industrial
Hospitality and Tourism
Transportation and Logistics
Trading and Distribution
Legal
Finance
Treasury
Compliance
Credit Risk
Corporate Banking
Loan Operations
Documentation
Islamic Banking
Syndications
Risk Management
Transaction Management
Chief Financial Officer
Treasury Manager
Finance Director
Legal Counsel
Compliance Officer
Credit Risk Manager
Relationship Manager
Transaction Manager
Corporate Banking Head
Syndications Director
Security Trustee
Documentation Manager
Islamic Finance Specialist
Loan Operations Manager
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