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Mezzanine Loan Agreement Template
I need a Mezzanine Loan Agreement Template under UAE law for a AED 50 million facility to a real estate development company, including conversion rights and profit participation features, with the first drawdown planned for March 2025.
1. Parties: Identifies the lender, borrower, and any guarantors or security providers
2. Background: Sets out the context of the transaction and basic commercial terms agreed
3. Definitions and Interpretation: Defines key terms and establishes interpretation principles
4. The Facility: Details the loan amount, purpose, and availability
5. Conditions Precedent: Lists conditions that must be satisfied before drawdown
6. Drawdown: Specifies drawdown mechanics and procedures
7. Interest: Sets out interest calculation, periods, and payment terms (structured to comply with UAE law)
8. Repayment: Details repayment schedule and mechanisms
9. Prepayment: Covers voluntary and mandatory prepayment provisions
10. Security: Describes security package and ranking
11. Representations and Warranties: Lists borrower's representations and warranties
12. Covenants: Sets out positive and negative covenants
13. Events of Default: Lists events triggering default and consequences
14. Changes to Parties: Covers assignment and transfer provisions
15. Administration: Addresses payment mechanics and calculations
16. Notices: Specifies communication procedures between parties
17. Governing Law and Jurisdiction: Specifies UAE law as governing law and jurisdiction for disputes
1. Intercreditor Provisions: Required when there are multiple creditors to establish priority and enforcement rights
2. Conversion Rights: Include when the mezzanine loan includes equity conversion features
3. Islamic Finance Provisions: Required when the facility needs to be Sharia-compliant
4. Tax Gross-Up and Indemnities: Include when cross-border elements exist or specific tax implications need addressing
5. Increased Costs: Include when lender needs protection against regulatory changes
6. Currency Provisions: Required when multiple currencies are involved
7. Subordination Provisions: Include when explicit subordination to senior debt is required
8. Security Trustee Provisions: Required when security is held through a security trustee structure
1. Form of Drawdown Request: Template for borrower to request loan disbursement
2. Conditions Precedent Documents: Detailed list of required documents and conditions
3. Form of Transfer Certificate: Template for transferring loan participations
4. Repayment Schedule: Detailed schedule of repayment dates and amounts
5. Security Documents: Forms of security documents and perfection requirements
6. Financial Covenants: Detailed financial covenants and calculation methodologies
7. Form of Compliance Certificate: Template for periodic compliance certification
8. Approved Form of Security: Templates and requirements for various security instruments
9. Existing Financial Indebtedness: List of permitted existing debt
10. Group Structure Chart: Corporate structure of borrower group
Authors
Additional Security Document
Affiliate
Availability Period
Business Day
Charged Assets
Commitment
Compliance Certificate
Default
Default Interest
Default Rate
Drawdown Date
Drawdown Request
Event of Default
Facility
Facility Amount
Final Maturity Date
Finance Documents
Financial Indebtedness
Financial Statements
Group
Guarantee
Interest Payment Date
Interest Period
Interest Rate
Legal Reservation
Lender
Loan
Material Adverse Effect
Mezzanine Documents
Obligor
Payment Date
Permitted Disposal
Permitted Security Interest
Potential Event of Default
Principal Amount
Qualifying Lender
Repayment Date
Repayment Schedule
Security
Security Agreement
Security Assets
Security Interest
Security Period
Security Provider
Senior Debt
Senior Lender
Subordination Agreement
Subsidiary
Tax
Transaction Documents
Transfer Certificate
UAE
Utilization
Facility Terms
Purpose
Conditions Precedent
Drawdown
Interest
Repayment
Prepayment
Security
Subordination
Representations
Warranties
Financial Covenants
General Covenants
Information Undertakings
Events of Default
Acceleration
Changes to Parties
Payment Mechanics
Set-off
Notices
Calculations
Amendments
Confidentiality
Counterparts
Assignment
Transfer
Costs and Expenses
Indemnities
Enforcement
Governing Law
Dispute Resolution
Process Agent
Severability
Entire Agreement
Real Estate & Construction
Infrastructure
Private Equity
Healthcare
Technology & Software
Manufacturing
Hospitality & Leisure
Retail & Consumer
Energy & Resources
Financial Services
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Finance
Investment Banking
Credit
Operations
Private Equity
Structured Finance
Corporate Development
Chief Financial Officer
Finance Director
Legal Counsel
Investment Manager
Corporate Finance Manager
Treasury Manager
Risk Manager
Compliance Officer
Investment Banker
Private Equity Manager
Credit Risk Officer
General Counsel
Transaction Manager
Portfolio Manager
Structured Finance Manager
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