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1. Parties: Identification of the lead lender and participant(s), including their respective licensing and regulatory status
2. Background: Context of the underlying loan, the lead lender's role, and the purpose of the participation arrangement
3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpreting the document
4. Sale and Purchase of Participation: Core terms of the participation purchase, including participation percentage and purchase price
5. Payments and Distributions: Mechanisms for sharing payments received from the borrower and the waterfall of distribution
6. Rights and Obligations of the Lead Lender: Lead lender's duties, standard of care, and authority in managing the underlying loan
7. Rights and Obligations of the Participant: Participant's rights to receive information and payments, and limitations on direct action against the borrower
8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity and authority
9. Administration of the Underlying Loan: Procedures for loan management, including modifications, enforcement actions, and voting rights
10. Fees and Expenses: All fees payable to the lead lender and allocation of costs
11. Confidentiality: Obligations regarding the treatment of confidential information
12. Term and Termination: Duration of the agreement and circumstances allowing early termination
13. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction for disputes
14. Notices: Communication procedures and contact details for formal notices
15. General Provisions: Standard boilerplate provisions including amendments, assignments, and severability
1. Risk Participation: Used when the participation includes sharing of credit risk, defining the extent of risk sharing and related procedures
2. Regulatory Requirements: Added when specific regulatory compliance obligations need to be addressed, such as capital adequacy requirements
3. Sub-Participation: Include when sub-participation rights are to be granted or restricted
4. Security Interest: Required when the participant is to receive a security interest in the underlying loan documentation
5. Sharia Compliance: Include for Islamic banking participants or when the underlying loan is Sharia-compliant
6. Elevated Rights: Used when the participant is granted rights beyond those of a typical participant, such as direct enforcement rights
7. Multiple Currency Provisions: Include when the participation involves multiple currencies
8. Tax Provisions: Detailed tax provisions when cross-border elements create specific tax implications
1. Schedule 1 - Underlying Loan Details: Details of the underlying loan agreement including key terms, conditions, and payment schedule
2. Schedule 2 - Participation Details: Specific details of the participation including percentage, purchase price, and any special terms
3. Schedule 3 - Form of Transfer Certificate: Standard form for documenting transfers of participation interests
4. Schedule 4 - Administrative Details: Contact information, account details, and operational procedures
5. Schedule 5 - Fee Schedule: Detailed breakdown of all applicable fees and payment terms
6. Appendix A - Calculation Methodology: Detailed methodology for calculating participations in payments and losses
7. Appendix B - Reporting Requirements: Templates and procedures for regular reporting between parties
8. Appendix C - Compliance Requirements: Specific UAE regulatory compliance requirements and procedures
Banking
Financial Services
Investment Banking
Commercial Banking
Islamic Banking
Corporate Finance
Project Finance
Real Estate Finance
Infrastructure Finance
Trade Finance
Legal
Credit
Risk Management
Compliance
Treasury
Syndications
Portfolio Management
Islamic Banking
Documentation
Finance
Operations
Chief Credit Officer
Head of Syndications
Loan Portfolio Manager
Senior Legal Counsel
Compliance Officer
Risk Manager
Transaction Manager
Investment Officer
Credit Analysis Manager
Treasury Manager
Relationship Manager
Head of Banking
Chief Risk Officer
Documentation Manager
Islamic Banking Officer
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