The Fiscal Agent Agreement is a critical document used when an organization plans to issue debt securities in the UAE market and requires a fiscal agent to manage payments and administrative matters. This agreement establishes the terms under which a financial institution, typically a bank, acts as a fiscal agent for the issuer, handling responsibilities such as processing payments to security holders, maintaining records, and managing communications. The document must comply with UAE federal laws, Central Bank regulations, and potentially Sharia principles if Islamic securities are involved. It includes detailed provisions for payment mechanisms, liability frameworks, and regulatory compliance specific to the UAE jurisdiction. The agreement is particularly important in the UAE's growing debt markets and can be used for both conventional and Islamic debt instruments, requiring careful consideration of local market practices and regulatory requirements.

1. Parties: Identifies the issuer and the fiscal agent, including their full legal names, registration details, and addresses

2. Background: Explains the context of the agreement, including details about the securities issuance and the need for fiscal agent services

3. Definitions: Defines key terms used throughout the agreement, including financial, technical, and legal terminology

4. Appointment and Duration: Details of the fiscal agent's appointment, term of service, and conditions for renewal

5. Duties of the Fiscal Agent: Comprehensive list of the fiscal agent's responsibilities, including payment processing, record keeping, and reporting obligations

6. Authority and Powers: Specifies the scope of authority granted to the fiscal agent and any limitations

7. Payment Provisions: Details about payment mechanisms, timing, currency, and processing procedures

8. Issuer's Obligations: Specifies the issuer's responsibilities, including providing necessary information and funds

9. Representations and Warranties: Standard representations and warranties from both parties

10. Fees and Expenses: Details of compensation, fee structure, and reimbursable expenses

11. Liability and Indemnification: Provisions regarding liability limitations and indemnification obligations

12. Termination: Conditions and procedures for terminating the agreement

13. Confidentiality: Provisions regarding the handling of confidential information

14. Notices: Procedures for formal communications between parties

15. Governing Law and Jurisdiction: Specifies UAE law as governing law and jurisdiction for disputes

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments