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The Sub Loan Agreement is a critical document used in UAE financial transactions where a primary lender extends part of its facility to another borrower through a sub-lending arrangement. This structure is common in project finance, syndicated lending, and corporate financing scenarios in the UAE. The document must strictly comply with UAE Federal Law No. 5 of 1985 (Civil Code), Federal Law No. 18 of 1993 (Commercial Code), and UAE Central Bank regulations. The Sub Loan Agreement details the relationship between the sub-lender and borrower, including facility amount, purpose, drawdown mechanics, repayment terms, security arrangements, and events of default. It may also incorporate Islamic finance principles if structured as a Sharia-compliant facility. The agreement is particularly relevant in the UAE's dynamic financial market, where complex lending structures are frequently used to facilitate large-scale projects and corporate financing requirements.

1. Parties: Identification of the lender, borrower, and any guarantors

2. Background: Context of the sub-loan arrangement, including reference to the master facility

3. Definitions and Interpretation: Definitions of key terms and interpretation rules

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

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

6. Drawdown: Procedures and requirements for drawing down the loan

7. Interest: Interest rate, calculation methods, and payment terms

8. Repayment: Repayment schedule, prepayment provisions, and payment mechanics

9. Representations and Warranties: Standard representations and warranties from the borrower

10. Covenants: Positive and negative covenants applicable to the borrower

11. Events of Default: Circumstances constituting default and consequences

12. Changes to Parties: Assignment and transfer provisions

13. Payment Mechanics: Details of payment procedures and calculations

14. Set-off: Rights of set-off and their application

15. Notices: Communication procedures between parties

16. Calculations and Certificates: Basis for calculations and certifications

17. Partial Invalidity: Severability provisions

18. Remedies and Waivers: Rights and remedies of the parties

19. Amendments and Waivers: Procedures for modifying the agreement

20. Governing Law and Enforcement: UAE law as governing law and enforcement provisions