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The Senior Loan Agreement is a fundamental financing document used in the UAE when a lender provides senior secured debt financing to a borrower. It is particularly relevant for large-scale financing transactions where the lender holds a primary security interest over specified assets. The agreement must comply with UAE Federal Law No. 5 of 1985 (Civil Code), Federal Law No. 18 of 1993 (Commercial Code), and UAE Central Bank regulations. It typically includes detailed provisions on facility terms, drawdown mechanics, security arrangements, representations and warranties, covenants, and events of default. The document may need to accommodate Islamic finance principles depending on the transaction structure and can be adapted for both bilateral and syndicated lending arrangements. Special attention is given to UAE-specific requirements regarding security creation, registration, and enforcement mechanisms.

1. Parties: Identification of the lender(s), borrower(s), and any guarantors or security providers

2. Background: Context of the loan, purpose, and basic transaction structure

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

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

5. Conditions Precedent: Conditions that must be satisfied before drawdown

6. Drawdown: Procedures and requirements for utilizing the loan facility

7. Interest: Interest calculation, periods, payment dates, and default interest provisions

8. Repayment: Terms of repayment including scheduled payments and prepayment provisions

9. Fees and Expenses: All fees payable and cost reimbursement obligations

10. Tax Provisions: Tax-related obligations and gross-up provisions

11. Representations and Warranties: Borrower's representations and warranties

12. Information Undertakings: Obligations to provide financial and other information

13. General Undertakings: Positive and negative covenants of the borrower

14. Financial Covenants: Financial ratios and tests to be maintained

15. Events of Default: Circumstances constituting default and consequences

16. Changes to Parties: Transfer and assignment provisions

17. Administration: Administrative provisions including calculations and notifications

18. Enforcement: Rights and remedies upon default

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