Lender meaning

Scope of this Checklist This Checklist sets out the points to consider when a company is proposing to grant a mortgage. It proceeds on the basis that an English or Welsh company will be granting a mortgage to a lender situated in England or Wales. In this Checklist: the company granting the mortgage is the 'mortgagor' the party to whom the mortgage is granted is the 'mortgagee' the document recording the mortgage is the 'security document' Preliminary questions before taking security by way of a mortgage Is a mortgage the right method of taking security? A mortgage transfers title to the asset, while preserving the mortgagor's equity of redemption so that, once sums due have been paid in full, title can be transferred back to the mortgagor (note that some mortgages, such as over land, are statutory, meaning there is no transfer of title). The use and possession of the asset will remain with...

Funder’s primary objective When a buyer takes property subject to overage and seeks finance secured on that asset, a funder will require assurance that the overage provisions do not obstruct or curtail enforcement of its security. The lender must be confident its charge constitutes sound security over the property. Property and associated rights Assess the character of the site to be charged. Where it forms part of a broader development, consider whether, on a power of sale being exercised, the property will depend on rights over adjoining land held (or to be acquired) by the buyer, such as: rights of way rights concerning service media rights of support If such rights are necessary, agree a form of deed of easement to be annexed to the charge, and allow the funder to require grant of that easement when needed. Also examine whether the seller’s chosen mechanism for securing the overage is acceptable to a funder...

Checklist This Checklist sets out the principal direct and indirect tax considerations that a corporate borrower within the scope of UK corporation tax (a UK corporate borrower) ought to assess both prior to entering into a loan and over the life of that loan... It is designed to be used as a Checklist by the tax adviser to a UK corporate borrower, offering a concise outline of the relevant tax matters and providing space for the adviser to record notes... This Checklist proceeds on the basis that: the borrower is a company within the charge to UK corporation tax in relation to the loan, that is, either a UK tax resident company or a non‑UK tax resident company for which the loan is attributable to its UK permanent establishment (a UK PE), or attributable to the non‑UK resident company’s trade of dealing in or developing UK land; and the borrower and the lender are unconnected parties dealing at arm’s length ...

Checklist This Checklist applies when acquiring a long leasehold interest carrying a capital value, rather than a shorter tenancy at an open market rent, which is unlikely to attract any capital value. A purchaser’s solicitor should examine the landlord’s right to forfeit the lease, as in some situations particular forfeiture clauses can render a lease unacceptable as security to a lender and, in turn, unsuitable for purchase. Could the landlord exercise forfeiture upon the tenant’s insolvency? Where the landlord holds a right to forfeit on a tenant insolvency event, the property will not be acceptable security to a lender and is therefore inappropriate as an investment acquisition. Consequently, such a lease is neither appropriate for lending purposes nor for any purchase...

The government supported £77bn in total of loans across three relief programmes during 2020 and 2021. Around £47bn went out through the bounce-back loans scheme, with £1.79bn thought to be fraudulent, according to the department’s most recent figures. Lenders marked £5m of the £25.8bn issued under the coronavirus business interruption loan scheme as suspected fraud. No loans made via the third programme—the coronavirus large business interruption loan scheme—have been flagged as potentially fraudulent, the DBT stated. The DBT did not provide an immediate response to a request for additional comment...

The government has also tabled draft legislation in Parliament. Once the statutory instrument (SI) is approved, BNPL products will be regulated 12 months after the SI is made. Lenders should expect the framework in force by end-2026. Although the policy trajectory is set, several key points remain unresolved. Key aspects of BNPL Regime Going forward, regulated BNPL agreements will be called regulated deferred payment credit agreements—deferred payment credit, or DPC. Scope In a boost for merchants, BNPL will be regulated only where a third-party lender is involved. An anti-avoidance measure tackles reseller-style models: where a lender buys the goods and resells them as the merchant, the deal is regulated, not exempt. Most merchants offering DPC will not need FCA authorisation as credit brokers. Unauthorised merchants must have financial promotions approved by an authorised firm—usually the third-party lender, if it holds the relevant permission. The broking exclusion does not currently extend to domestic premises suppliers; this remains under review after late-stage...

High Court judge Robert Bright directed Tecnimont to disclose its communications with Italy’s sanctions authority, dismissing the contention that compliance would in any way contravene Italian law. Bright J observed that Italian law recognises “the necessity for confidential documents to be provided for litigation where significant rights are engaged”, which is both pertinent and material because, under English law, disclosure is required unless there is a genuine risk of prosecution. “I am satisfied there is no real risk that Tecnimont will face prosecution in Italy, and that the significance of the document to the issues at trial means it must be produced,” he said. Bright J also rejected Tecnimont’s claim that any material in the document would be of “limited value”, calling that “an invitation to conjecture”. “I cannot rule out that the messages exchanged might contain something important,” the judge added. “The only way to resolve that issue is to read them.” The underlying claim concerns fertiliser producer LLC EuroChem North-West-2 suing France’s Société...

This Practice Note sets out the principal tax considerations where creditors move to enforce security over the assets of a distressed company or corporate group. Related Practice Notes in this series address tax issues concerning: acquisitions of distressed debt, and debt restructurings (ie waivers, debt/equity swaps or renegotiations) In addition, Tax and distressed debt—checklist of points to consider distils the main tax points to bear in mind when dealing with distressed debt in general. This Practice Note reviews the enforcement routes open to creditors of troubled businesses and the consequences that may follow. For a detailed look at the loan relationships provisions on debt releases, see: Loan relationships—impairment and debt releases Loan relationships—impairment and debt releases: connected companies Types of enforcement As explained in Practice Note: Tax and distressed debt—debt restructurings, lenders will frequently engage in a restructuring of a distressed group’s debt to help the underlying business continue. Enforcing security over a borrower’s assets...

Loan market and developments Overview Broadly, Scotland’s loan market mirrors that of England. Financial services regulation operates on a UK‑wide basis; a substantial body of legislation governing companies and other corporate vehicles (including corporate insolvency) likewise applies across the UK; and all Scottish clearing banks conduct business in every UK jurisdiction, as do their counterparts across the UK. In practical terms, this means English law governed loan documents typically require minimal amendment for UK cross‑border lending transactions. There are, however, some differences in terminology and certain statutory variations that must be allowed for; beyond those matters, an English law loan document and a Scots law loan document are closely aligned. It is commonplace, for example, for English law loan agreements to be deployed in Scottish lending transactions. The principal divergences between the jurisdictions arise in relation to property law and to the law concerning rights in security, where Scots law and English law are notably distinct. Lending Is it necessary to secure any consents or licences to...

This Practice Note summarises several of the principal ways in which a residential flat project can be structured. It provides an overview of alternative leasehold flat arrangements for both developers and purchasers of residential flats. A central issue in residential leasehold developments is securing adequate, enforceable covenants for the repair, maintenance and insurance of the shared parts of the development (that is, the structure, foundations, roof, principal walls, internal and external communal areas and common services). It also addresses how obligations for the common parts are allocated among the key parties. The following structures, and their differing approaches to apportioning responsibility for the shared parts between landlords, management companies and tenants, are considered: developer/landlord retains the reversion and the management role developer/landlord keeps the reversion but outsources management duties developer/landlord keeps the reversion while tenants assume management duties developer/landlord transfers the reversion and management functions to the tenants ‘criss-cross’ or ‘crossover’ arrangement ‘cat’s cradle’ arrangement This Practice...

This Agreement, dated [ • ] 20[ • ], is entered into between the following parties: Parties [ insert name of Borrower ], a company incorporated in England and Wales with registered number [ insert company number ], whose registered office is at [ insert address ] (the Borrower); and [ insert name of Lender ] of [ insert address ] (the Lender). Background (A) [ insert description of background to transaction ]. (B) The Lender has agreed to provide the Facility (as defined below) to the Borrower on the terms and conditions contained in this Agreement...

TO BE PRINTED ON THE BORROWER’S SOLICITORS’ HEADED PAPER To: [ insert details of the lender’s solicitors ] (the Lender’s Solicitors) and [ insert details of the lender ] (the Lender) Dear [ insert organisation name ] Completion undertaking This undertaking concerns the acquisition of [ insert property description ] (the Property) by [ insert borrower’s name ] (the Borrower) under a sale contract dated [ insert date ] between [ insert seller’s name ] (the Seller) and the Borrower (the Sale Contract), together with the grant of a first legal charge over the Property in favour of the Lender pursuant to a facility agreement dated [ insert date ] between [ insert details ] (the Facility Agreement). For the purposes of this letter, ‘completion’ means completion of the Transfer of the Property to the Borrower (the Transfer), and does not include registration of the Transfer at HM Land Registry. We are instructed by the Borrower. We enclose: ...

Notice of assignment [ To be printed on the headed notepaper of the assignor ] To: [ insert name and address of the relevant insurer ] Date: [ • ] Dear [ insert organisation name ], [ insert brief description of the relevant insurance policy ] We refer to the assignment of insurance policies (the ‘Assignment’), dated [ • ], entered into by us as assignor (the ‘Assignor’) in favour of [ insert name of lender ] (the ‘Lender’). We also refer to the insurance policy placed by us as the policy holder, with you as the insurer, concerning [ insert brief description of relevant policy and risks covered ], with policy number [ • ], together with any policy arranged to renew, substitute or replace that insurance (the ‘Insurance Policy’). Please take notice that, pursuant to the terms of the Assignment, we have assigned to the Lender, by way of security, all rights and claims that may from time to time...

When one company advances funds to another, the contractual provisions govern any restriction on repaying the loan before the ten-year period first contemplated. Should the lending company enter liquidation or administration, that circumstance, by itself, does not alter the contract’s terms. The office-holding insolvency practitioner should nevertheless review the agreement to determine whether it permits earlier repayment, or repayment on alternative terms, if the lending company goes into liquidation or administration. Although that may appear improbable, it remains possible, and the officeholder ought to explore every avenue to secure accelerated repayment of the borrowing. Absent an express clause to the contrary, the insolvency of the lender does not, of itself, accelerate the debt, and timing remains governed by the bargain. It would seem that the office-holding insolvency practitioner holds an appointment that must remain open for at least ten years before the loan can be discharged and a dividend distributed to creditors...

As regards the requirement to serve, the controlling rule is CPR 55.10...

Section 23 of the Land Registration Act 2002 (LRA 2002) states that: The owner’s powers concerning a registered estate comprise: authority to carry out any disposition allowed by the general law for an interest of that nature, except a mortgage by demise or sub-demise; and authority to charge the estate at law to secure the payment of money. At first glance, these powers appear extremely broad; nevertheless, it is evident that they are qualified by a constraint relating to the ability to grant charges over the land...