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Limited Recourse Loan Agreement for the United Kingdom

Limited Recourse Loan Agreement Template for England and Wales

A Limited Recourse Loan Agreement under English and Welsh law is a specialized financing document that limits the lender's right of recovery to specific assets or cash flows of the borrower, rather than having full recourse to all the borrower's assets. This agreement is commonly used in project finance, structured finance, and asset-based lending scenarios where the lender agrees to look primarily or solely to a specific asset or revenue stream for repayment. The document incorporates specific provisions required under English law regarding security interests, enforcement rights, and insolvency considerations.

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What is a Limited Recourse Loan Agreement?

A Limited Recourse Loan Agreement is utilized when parties wish to structure financing where the lender's recourse is limited to specific assets or cash flows, rather than having full recourse to all of the borrower's assets. Under English and Welsh law, this document type is particularly common in project finance, structured finance, and asset-based lending scenarios. The agreement typically includes detailed provisions regarding the loan amount, purpose, repayment terms, specific assets or cash flows available for recourse, events of default, and enforcement mechanisms. It's essential for protecting both lender and borrower interests while clearly defining the limitations on recovery rights.

What sections should be included in a Limited Recourse Loan Agreement?

1. Parties: Identification and details of the lender and borrower

2. Background: Context and purpose of the loan agreement

3. Definitions: Key terms used throughout the agreement including relevant legislation references (FSMA, Companies Act, etc.)

4. Loan Amount and Purpose: Specification of the loan amount and its intended use

5. Limited Recourse Provisions: Detailed provisions limiting recourse against the borrower and specifying available assets

6. Repayment Terms: Schedule and mechanisms for repayment including payment waterfalls

7. Events of Default: Circumstances constituting default and consequences thereof

8. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Limited Recourse Loan Agreement?

1. Security Arrangements: Details of any security provided, including security trustee provisions if applicable

2. Interest Provisions: Interest calculation and payment terms, including default interest

3. Representations and Warranties: Statements of fact by parties, particularly relevant for corporate borrowers

4. Conditions Precedent: Conditions to be met before drawdown, including delivery of corporate authorizations

5. Covenants: Ongoing obligations of the borrower during the term of the loan

What schedules should be included in a Limited Recourse Loan Agreement?

1. Schedule 1 - Repayment Schedule: Detailed breakdown of repayment dates and amounts

2. Schedule 2 - Form of Drawdown Notice: Template for requesting loan disbursements

3. Schedule 3 - Security Documents: List and copies of security documents if applicable

4. Schedule 4 - Calculation of Interest: Methodology for interest calculations if applicable

5. Schedule 5 - Conditions Precedent Documents: List of required documents and conditions to be satisfied

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Ƶ

Document Type

Finance Agreement

Cost

Free to use
Relevant legal definitions








































Clauses































Industries

Financial Services and Markets Act 2000: Key legislation governing financial services in the UK. Important for determining if the loan constitutes a regulated activity or regulated credit agreement. Must be considered especially if any party is engaging in regulated activities.

Consumer Credit Act 1974: Crucial legislation if one party is a consumer rather than a business. Sets out regulatory requirements for consumer lending and consumer protection measures.

Law of Property Act 1925: Primary legislation governing property law in England and Wales. Particularly relevant if the loan is secured against property.

Companies Act 2006: Core company law legislation covering corporate capacity, authority, registration requirements, and directors' duties that must be considered in corporate lending.

Insolvency Act 1986: Critical for limited recourse provisions, defining creditor rights and priorities, and establishing insolvency remoteness considerations.

FCA Regulations and Handbook: Regulatory framework that must be followed if the lender is a regulated entity, including conduct of business rules and regulatory compliance requirements.

Money Laundering Regulations 2017: Regulations governing KYC requirements and due diligence obligations that must be followed in lending relationships.

Contract Law Principles: Common law principles covering offer, acceptance, consideration, intention to create legal relations, and certainty of terms.

Equitable Principles: Common law principles of equity particularly relevant for security arrangements and fairness in contractual relationships.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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