Brexit—documentary implications for facility agreements
Brexit—documentary implications for facility agreements

The following Banking & Finance guidance note provides comprehensive and up to date legal information covering:

  • Brexit—documentary implications for facility agreements
  • Loan Market Association position
  • Issues affecting loan documentation—loss of passporting rights
  • Issues affecting loan documentation—governing law and jurisdiction
  • Issues affecting loan documentation—Contractual recognition of bail-in (Article 55 of BRRD)
  • Issues affecting loan documentation—definitions and interpretation clauses
  • Issues affecting loan documentation—representations, undertakings, events of default and increased costs
  • Issues affecting loan documentation—tax
  • Security documentation

This Practice Note focuses on the impact of Brexit on facilities agreements. It discusses (or links to detailed information on):

  1. the position on the Loan Market Association (LMA) on changes to legislative references in its documents

  2. the general implications of the loss of passporting rights and the implications for loan agreements

  3. governing law and jurisdiction clauses in facility agreements

  4. whether contractual recognition of bail-in language needs to be inserted to reflect Article 55 of Directive 2014/59/EU, the Bank Recovery and Resolution Directive (BRRD)

  5. implications for representations, undertakings, events of default and increased costs clauses (including sanctions and centre of main interests (COMI) representations and the material adverse change event of default), and

  6. tax implications

Practice Note: Brexit—impact on finance transactions is our key resource in terms of information relating to the impact of Brexit on finance transactions more generally. It provides information as to the latest Brexit developments and the legislative approach being taken by the government (and in particular for financial services), before focusing on key Brexit-related issues for finance transactions generally, including passporting, security, data transfer and benchmarks.

It then highlights issues and key legislative changes for various specific types of financing, including real estate, aviation, debt capital markets and derivatives. It also contains a tracker of key statutory instruments that could impact finance transactions.

Our Brexit checklist—finance documents provides