Boilerplate
| Title | Description |
|---|---|
| Agent | This nugget looks at the role of the Agent in a syndicated loan. It explains the function of the Agent as facilitator not fiduciary, as well as explaining the fiduciary duties which would arise if the Agent were to be a fiduciary, and highlighting the exclusion clause, designed to protect the Agent from liability. The nugget also looks at the other “boilerplate” clauses, including the pro rata sharing clause, the anti estoppel clause, the jurisdiction clause, and the clause dealing with waivers and amendments. |
| Transfer methods | This nugget deals with the methods by which an interest in a loan may be transferred under English law. It explains assignments, novations and subparticipations (funded and risk) as well as the credit linked note, as an example of a credit derivative. It highlights some of the advantages and disadvantages of each method and also clarifies the distinction between lenders of record and subparticipants. |
| Transferring secured loans | This nugget looks at the options for structuring secured syndicated loans. It explains the need for security to be given to a single entity, either as agent or as trustee. It explores the difficulties in giving security to an agent as security for the debts due to the lenders, including the difficulties with novation, and some common solutions, including the parallel debt structure and the option of transferring the loan by assignment and assumption. |
| Transfer clause | This nugget looks at the transfer clause in the unsecured LMA loan agreement. It considers the concerns which borrowers may have in relation to loan transfers and the role of a “yank the bank” clause. It highlights the clauses on disclosure of confidential information and the clause dealing with withholding tax, as well as explaining why subparticipations and credit derivatives appear only in the clause on confidentiality. |