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Contents
- Preliminary Material
- Main Text
- 1 Introductory Matters
- Preliminary Material
- 1.1 Preliminary Points
- 1.2 Contractual Issues
- 1.09
- 1.2.1 Some contractual prerequisites
- 1.2.2 Corporate entities and other legal persons
- 1.2.3 Intention to contract and certainty of agreement
- 1.2.4 Good faith and fairness
- 1.2.5 The parties to a contract: mistake
- 1.2.6 Mistake as to the subject matter of a contract
- 1.2.7 Privity of contract
- 1.2.8 The interpretation of a contract
- 1.2.9 Contractual discretions
- 1.2.10 Best endeavours and reasonable endeavours
- 1.3 Illegality
- 1.4 Frustration of Contract and Force Majeure Clauses
- 1.5 Enforcement and Recovery upon Breach of Contract
- 2 Loan Facilities
- Preliminary Material
- 2.1 Introduction
- 2.2 Term Sheets
- 2.3 The Overall Structure and Contents of a Loan Facility Agreement
- 2.4 The Interpretative Provisions
- 2.5 The Description and Purpose of the Facility
- 2.6 The Financial and Operative Provisions
- 2.7 Borrowing under the Facility
- 2.8 A Wrongful Refusal to Lend
- 2.9 Conditions Precedent
- 2.10 Repayment
- 2.11 Interest
- 2.12 Penalties
- 2.13 Payments under a Loan Facility Agreement
- 2.14 Protecting the Lender’s Financial Position and Its Rate of Return
- 2.15 The Monitoring and Minding Provisions in a Loan Facility Agreement
- 2.16 Representations and Warranties
- 2.17 Covenants and Undertakings
- 2.18 Events of Default and Acceleration
- 3 Syndicated Lending
- Preliminary Material
- 3.1 Introduction
- 3.2 The Obligations and Rights of the Lenders and the Relationship between Them
- 3.3 Arrangement of the Facility by the Arranger
- 3.4 Areas of Risk to the Arranger
- 3.4.1 A claim by the borrower
- 3.4.2 Claims by the syndicate members
- 3.4.3 A claim in the tort of negligence
- 3.4.4 The position of the arranger in an action in negligence
- 3.4.5 A claim in the tort of deceit
- 3.4.6 A claim under section 2(1) of the Misrepresentation Act 1967
- 3.4.7 A claim under section 2(2) of the Misrepresentation Act 1967
- 3.4.8 A claim for breach of fiduciary duty
- 3.4.9 Contributory negligence
- 3.5 Protecting the Arranger
- 3.6 The Agent
- 4 Loan Transfers
- Preliminary Material
- 4.1 Introduction
- 4.2 Conflict of Laws Issues
- 4.3 The Banker’s Obligation of Confidence
- 4.4 The Methods of Transfer under English Law
- 4.5 Assignment
- 4.6 Declaration of Trust
- 4.7 Novation
- 4.8 Sub-participation
- 4.9 Common Issues Concerning Assignments
- 1 Introductory Matters
- Further Material
