Depending on how a deal is being financed and/or structured, there may be a whole range of finance-related agreements and other documents in place, including loan agreements, security agreements, intercreditor agreements (or “subordination agreements” or “deeds of priority”), derivatives, hedging agreements (which may involve derivatives), fee letters, corporate authorisations and a range of other ancillary documents. This section will focus on loan agreements.

Security agreement: these set out the terms of any security granted by the borrower to the lender, including the circumstances under which the lender can take control of some (or all) of the borrower’s assets and subsequently sell those assets to recover the funds that it lent to the borrower. The governing law of a security agreement will generally depend on the jurisdiction in which the assets being secured are located. 

Intercreditor agreement: these are documents that regulate the order of priority – and various other rights that exist – between different creditors (e.g. multiple lenders) to whom a debtor (e.g. a borrower) owes some form of debt. Note that the terms “intercreditor agreement”, “intercreditor deed”, “subordination agreement”, “subordination deed” and “deed of priority” are sometimes used interchangeably, although in practice there may be distinguishing features between these types of documents (e.g. intercreditor agreements/deeds tend to be more complex than documents labelled “deed of priority”).

Hedging agreements: in this context, hedging agreements are agreements designed to mitigate the risk of changes in, for example, interest rates and/or exchange rates, where such changes would impact the amount that the borrower has to pay under the terms of a loan agreement. Interest rate hedging agreements are important, as borrowers typically agree to pay a “floating” rate of interest under a loan agreement, meaning the interest payments they make will change in line with, for example, changes to the interest rates set by central banks. To achieve cost certainty, borrowers will usually therefore enter into a contract with a “hedging counterparty”, which involves the hedging counterparty agreeing to pay the floating interest rate, with the borrower paying the hedging counterparty a fixed interest rate in return (this contract is a type of derivative that is typically referred to as an “interest swap agreement”). There are various other types of hedging agreements, for example agreements designed to offer cost certainty to borrowers that need to repay a loan in one currency, but generate revenues in another currency.

Derivatives: these are financial contracts relating to underlying assets (such as securities or commodities). One example of a derivative contract is a “futures” agreement, which involves parties agreeing to engage in a transaction on a predetermined future date at a specified price. Another example is an “options” agreement, which gives one party the right (but does not obligate them) to purchase or sell a product on a predetermined future date at a specified price. Derivatives such as these can help companies to better predict future costs and mitigate the risk of future adverse price movements reducing profitability (this is known as “hedging risk”), which can facilitate more accurate financial planning. 

Securities: this refers to tradable financial instruments that are generally used to raise capital in the public and private markets. Key examples include shares and bonds. Remember not to confuse “securities” with the type of security that might be granted by borrowers in connection with loan agreements. 

Commodities: this refers to basic goods that are essentially the same regardless of which company produces them, for example gold, oil and grain (commodities are often used as part of the production process for other goods and services). Investors can buy and sell commodities through stock exchanges, with buyers either seeking short-term delivery, or using derivatives such as futures or options to secure delivery in the longer-term.

Corporate authorisations: this is an umbrella term that covers the various documents that will need to be signed by the borrower’s directors (and often, its shareholders) to authorise the transaction that the borrower is looking to enter into. Examples include board minutes and shareholders’ written resolutions, which typically involve the signatories explicitly consenting to the transaction and confirming that they have considered whether it is in the borrower’s best interests.

Before we get started, I would like to personally thank Helen Gerrard for the excellent training, input and guidance she provided in connection with this section. Helen is a partner at Ignition Law, having previously worked for over a decade as a finance lawyer at firms including Freshfields Bruckhaus Deringer, Linklaters, Barclays and Goldman Sachs. I would also like to sincerely thank all the finance associates who contributed additional feedback on early drafts.

Overview of loan agreements

The main document in transactions involving one party borrowing from another is a loan agreement, which may also be referred to as a “facility agreement” or “credit agreement”. The purpose of this document is to record the terms that will govern the lending/borrowing, including the value of the loan, the interest rate payable by the borrower, the tenor (i.e. duration) of the loan, any relevant conditions precedent (explained in more detail later on), any pre-agreed events of default, and an array of contractual protections such as warranties, representations and undertakings (sometimes referred to as covenants). Note that the lender’s lawyers are almost always responsible for producing the first draft of the loan agreement. 

There are two key types of loans that are typically included in loan agreements – term loans (also referred to as “term facilities”) and revolving credit facilities – and borrowers regularly seek both of these in the context of an acquisition. Note that loan agreements may also include other types of debt-related arrangements, including overdrafts, guarantees and letters of credit.

Term loan: this involves the lender lending a specified amount of money to the borrower for a set period of time. Depending on the terms governing the agreement, the borrower will typically be required to either repay the loan plus interest over time in instalments, pay only interest in instalments but then repay the entire amount of the loan (the “principal” amount) at the end of the term, or repay the principal amount plus interest in a lump sum at the end of the term (which is usually between 1 and 5 years after the funds are first borrowed).

Revolving credit facility (RCF): this is a flexible form of financing that allows businesses to repeatedly “drawdown” (i.e. withdraw) and repay pre-approved funds as and when needed throughout the course of the agreement, subject to certain pre-agreed conditions and a maximum cap on the amount that can be borrowed at any one time. The main difference between a revolving credit facility and a term loan is the fact that under a revolving credit facility, the borrower can “re-borrow” funds that it has previously repaid. Note that borrowers will only be required to pay interest on the amounts that have been borrowed and are currently outstanding (i.e. once the borrower makes a repayment, it will stop paying interest on the funds repaid).  

Overdraft: as with revolving credit facilities, borrowers can typically access funds via overdrafts as and when required and will only pay interest on funds that have been withdrawn and remain outstanding. One of the main differences between overdrafts and revolving credit facilities is that the funds available via overdrafts are not usually “committed” (i.e. the bank does not guarantee that those funds will remain available), meaning they tend to be repayable on demand.

Guarantee: this involves a guarantor (e.g. a parent company) making a legal promise to a lender that it will fulfil some or all of the borrower’s financial obligations under a loan agreement if that borrower (e.g. a subsidiary of the parent company) defaults on the loan. 

Letter of credit: this is a letter issued by a bank to a seller guaranteeing that the buyer’s payment to that seller will be received on time and will comprise the correct amount. If the buyer fails to pay in full, the bank that issued the letter of credit will consequently be required to cover any deficit. 

Under a term loan or a revolving credit facility, a borrower won’t necessarily borrow from the outset the full amount that has been made available by the lender. Instead, they may borrow funds in various instalments, safe in the knowledge that if they need to borrow more, they will be able to do so (provided that they continue to meet any conditions included in the loan agreement and provided the request is submitted prior to the end of the relevant “availability period” as specified in the loan agreement). The below diagram gives an example of how a loan agreement and related borrowings might be structured.

Availability period: although a lender will commit funds under a loan agreement, these funds will not necessarily remain available to withdraw for the entire duration of the loan agreement. For example, the lender may specify that the borrower must draw down some of the funds within a specified time period, and any funds not drawn down by the end of that period will be “cancelled” (meaning the funds will no longer be available to the borrower). The period during which funds are available to draw down is known as the “availability” period. 

Cashless rollover: if a loan under a revolving credit facility is maturing (i.e. a certain amount that was previously drawn down needs to be repaid in accordance with the terms of the agreement), rather than repaying that loan and then immediately re-drawing the funds under a new loan, the parties can simply agree to “rollover” the amount (provided that all the relevant conditions in the loan agreement are still being met). This means that the original loan will be treated as having been repaid by the borrower, and the outstanding borrowed funds will be treated as a “new” loan.

The next section covers some of the key terms that are commonly included in loan agreements.

Accessing, using, and repaying borrowed funds

Purpose

Loan agreements will usually set out the purpose for which the funds are being borrowed, and the borrower will be responsible for ensuring that the money is only ever used for this agreed purpose. For example, a lender could stipulate that the money it lends can only be used to fund a specific acquisition (and cannot therefore be used to pay, for instance, dividends or bonuses). 

Drawdown

Each time a borrower wants to drawdown funds under the loan agreement, it must first submit a formal request to the lender(s) and give a certain amount of notice so that the lender(s) can ensure that the required funds are available for withdrawal. If the borrower intends to borrow funds in various instalments, lenders will typically try to limit the number of separate loans that may be outstanding at any one time, and may also stipulate a minimum amount that must be borrowed each time the borrower draws down funds (to ensure that the time and cost associated with administering each request is not disproportionate to the amount being borrowed). 

Interest

Loan agreements will set out details of how interest will be calculated. Borrowers typically agree to pay a “floating” rate of interest under a loan agreement, meaning the interest payments they make will change in line with changes to a reference rate agreed for the relevant loan. For loans in British pound sterling (GBP/£), the reference rate is “SONIA”. This replaced the previous reference rate, which was called “LIBOR”. For loans in euro (€), the most common reference rate is “EURIBOR”.

SONIA: this stands for “Sterling Overnight Index Average”, which serves as a globally-accepted benchmark interest rate for loans in GBP. The Bank of England is the administrator for SONIA, taking responsibility for its governance and the publication of the SONIA rate every London business day. SONIA is based on actual transactions and reflects the average of the interest rates that banks pay to borrow GBP overnight from other financial institutions and institutional investors. Note that banks often borrow overnight in order to meet their mandatory liquidity requirements, for example if cash withdrawals and lending activities that occurred during the day mean that they have a temporary liquidity shortfall.  

EURIBOR: this stands for “Euro Interbank Offered Rate”, which serves as a globally-accepted benchmark interest rate that is based on the average interest rate at which a selection of European banks are prepared to lend to one another. There are other benchmark rates for loans denominated in euros, but EURIBOR is the one most commonly used. 

Alternatively, the parties may agree to a fixed rate of interest. In addition, the loan agreement will set out a timetable for interest payments, which might need to be made, for example, monthly, quarterly or bi-annually (these are known as “interest periods”). Note that lenders might also require borrowers to cover “mandatory costs” that reflect the costs incurred by those lenders in connection with complying with certain regulatory requirements.

Repayment

Loan agreements will set out how and when the borrower must repay the “principal” amount (i.e. the amount that has been borrowed). Repayment may be in one lump sum at a specified future date, or in instalments on dates – and of amounts – that are agreed by the parties in advance. 

Loan agreements often specify certain circumstances that, if they arise, will trigger “mandatory prepayment” provisions which require the borrower to repay any outstanding borrowed sums. Such circumstances typically include: ownership of the borrower changing hands (i.e. there being a “change of control”), conditions arising that render it illegal for the loan agreement to continue in operation, and/or the borrower disposing of certain of its key assets without the lender’s prior consent. 

Loan agreements may also set out specific circumstances that will entitle the borrower to make voluntary pre-payments. This can be beneficial for the borrower, as prepaying some of the loan can reduce the interest payments that it needs to make (as the outstanding amount in respect of which interest needs to be paid will reduce).

Fees

A loan agreement will set out the fees and expenses for which each of the respective parties will be responsible, although the amounts and specifics of such fees are often set out in a dedicated “fee letter”, which is then referenced in the main loan agreement.

Fee letters: when a bank charges fees to a borrower in connection with the provision of a loan, such fees are generally recorded in fee letters. 

Usually, borrowers will be responsible for reimbursing the lender for any expenses it incurs in connection with the negotiation, preparation, execution, amendment, and enforcement of any rights under the loan agreement and any other applicable finance documents. Borrowers may also have to pay an arrangement fee and a commitment fee.

Arrangement fee: borrowers may have to pay an “arrangement fee” to compensate the lender for the work carried out arranging (i.e. organising) the loan. This work could include, for example, getting other lenders on board and coordinating the syndicate throughout the process.

Commitment fee: if the borrower is not borrowing all the funds made available by the lender in one go, the lender may charge a “commitment fee” in respect of any funds that have been made available but have not yet been drawn down by the borrower (as the borrower will not be paying interest in respect of any amounts not yet withdrawn). 

Contractual protections

Representations and warranties

In contrast to SPAs, loan agreements do not typically distinguish between contractual representations and warranties. Instead, the borrower tends to “represent and warrant” that certain statements about its business are true and accurate, and these statements will form part of the contractual basis on which the lender makes and continues to make the loan available. This means that if the relevant statements given by the borrower are untrue at the time those statements are given, the lender can choose to sue the borrower for breach of contract, terminate the agreement and demand the immediate repayment of any outstanding funds, or temporarily waive its right to take enforcement action.

In the context of a loan agreement, certain representations and warranties must usually be “repeated” by the borrower at various points in time during the lifetime of the loan, which gives the lender the opportunity to terminate the loan if the circumstances that formed the basis on which it was willing to lend cease to apply. In particular, representations and warranties are typically stated on the date of signing, the date on which the borrower submits each drawdown request, the first day of each “interest period”, the date on which the borrower actually draws down money and at various other points throughout the duration of the agreement. 

Note that unlike sellers in the context of an M&A transaction, borrowers cannot “disclose against” warranties and representations, meaning the statements they make must be true at the outset of the transaction, and some of those statements must remain true throughout the lifetime of the loan. However, remember that a borrower can at least try to seek waivers from the lender in respect of any breaches (or anticipated breaches).

To give some common examples, borrowers will usually be required to represent and warrant to the lender that: they have the power and capacity to enter into the loan agreement; all the information they have provided to the lender, including any financial information, is true, accurate and up-to-date; they are not insolvent or involved in any insolvency-related proceedings; they are not in default of any of the obligations in the loan agreement; they are not currently involved in any significant litigation proceedings; they own the assets over which the lender has been granted security; and no other security has been granted over those assets. 

Loan agreements may also include specific representations and warranties relating to the nature of the transaction. For example, in the context of a real estate financing, the borrower may need to represent and warrant, for example, that the property is in a good state of repair, all relevant planning permissions have been secured in respect of previous and upcoming building work, and the property is insured with a reputable insurer.

Real estate financing: where borrowers borrow money for the purpose of acquiring property (e.g. a factory).

Covenants/undertakings

Covenants and undertakings enable the lender to monitor and control the borrower’s actions, by requiring the borrower to contractually promise to take – or refrain from taking – certain actions during the term of the loan. Note that as with other contracts, the parties typically negotiate various limitations on the borrower’s liability, including liability caps, materiality thresholds, knowledge qualifiers and other carve-outs.

General undertakings

General undertakings usually require the borrower to avoid, for example: borrowing further funds from other lenders, granting additional security over its assets (this is known as a “negative pledge”), selling key assets, paying dividends, issuing shares, and changing the nature of its core business activities. The borrower will also usually undertake to maintain any necessary authorisations required in connection with the loan agreement, to comply with its obligations and any applicable laws throughout the term of the loan, and to ensure that the lender maintains its ranking in the order of priority among creditors.

Information undertakings

Information undertakings involve the borrower agreeing to provide certain information (e.g. financial statements and budgets) at specific points during the lifetime of the loan. The borrower may also have to agree to provide certain information at other times if requested to do so by the lender. In addition, a borrower will usually undertake to notify the lender if the borrower is in default of its obligations under the loan agreement or if it becomes involved in any litigation proceedings.

Financial covenants

Financial covenants involve the borrower promising the lender that it will meet specific financial targets throughout the lifetime of the loan. For example, a borrower may covenant that its leverage ratio (i.e. the total amount of debt in the business divided by its annual revenue) will remain below a certain level, and that its annual revenues will remain high enough to comfortably cover its interest payments (this is referred to as “interest cover”).

Practical tip: when drafting undertakings, it is essential that you clarify precisely what must be done, by whom and by when, leaving no room for ambiguity. You should also ensure that the action or inaction that is being promised by way of an undertaking is within the control of the party giving that undertaking. In addition, undertakings should be time limited (i.e. they should not operate for an indefinite period of time).

Events of default

Events of default: these are a set of pre-agreed circumstances – including various actions taken or omissions made by the borrower – that would entitle a lender to terminate the loan agreement and accelerate the loan (although a lender can choose to waive its right to do so). If the loan is secured, an event of default would also usually entitle the lender to exercise its rights under the security documents (e.g. the right to seize and sell the secured assets to recover the funds they are owed).

Acceleration clause: this is the clause within the events of default section of a loan agreement which entitles the lender – if an event of default occurs – to terminate the loan agreement and demand immediate repayment of any outstanding borrowed funds and interest (this is known as “accelerating” the loan).

In the context of a loan agreement, circumstances that are commonly classified as “events of default” include: 

• The borrower’s failure to comply with its obligations under the loan agreement, including its failure to make a payment on time (although a failure to pay on time will usually be subject to a grace period).

Grace period: if an interest payment is missed due to a technical or administrative error, the loan agreement may include a “grace period” during which the borrower will be given the chance to remedy the breach. Where such grace period exists, a lender will be unable to terminate or seek other contractual remedies if the breach is subsequently remedied within this period. Note that grace periods may also be pre-agreed in respect of other types of breaches that could otherwise constitute events of default.

• A misrepresentation by the borrower.
• The borrower entering into administration or insolvency.
• The borrower ceasing to trade.
• Ownership of the borrower transferring.
• A material adverse change in the borrower’s circumstances arising.

It is worth remembering that lenders will typically want to build strong relationships with borrowers in order to attract future business and gain a strong reputation in the market. For these reasons, lenders may in practice be willing to negotiate with borrowers and provide more flexible options than those set out in the loan agreement if borrowers commit minor breaches.

Conditions precedent

Loan agreements will usually include a series of “conditions precedent” that must be fulfilled before the borrower can access the funds it wishes to borrow. These will usually be contained in a schedule and tend to cover a broad range of actions, requirements, and obligations.

Conditions precedent (CPs): in a banking context, this refers to a set of conditions that must be satisfied by the borrower before that borrower will be entitled to “drawdown” (i.e. withdraw) the funds that the lender has agreed to lend. The lender (or group of lenders, in the context of a syndicated loan) only becomes obliged to release funds to the borrower once all conditions precedent have been satisfied. Generally, a borrower will want to include as few conditions as possible (to ensure they receive the funds) whereas a lender will want as much conditionality and subjectivity as possible (to mitigate any risks that could arise before the borrower becomes entitled to access the funds).

In practice, the conditions precedent provisions within a loan agreement usually refer to documents and other evidence that a prospective borrower must send to their prospective lender(s) (or an “agent” that has been appointed on behalf of the lender(s)) before the borrower will be permitted to drawdown funds. The following are examples of documents that must typically be provided by borrowers to lenders in order to fulfil conditions precedent in loan agreements:

• Copies of the borrower’s constitutional documents. For an English entity, these typically include the articles of association, memorandum of association (if one exists), certificate of incorporation and certificate of change of name (if applicable).
• Copies of board minutes/board resolutions evidencing the borrower’s authority to enter into the loan agreement.
• Copies of shareholder resolutions approving the borrower’s entry into the loan agreement (if applicable).
• A legal opinion confirming that the borrower has the capacity to enter into the loan agreement and any related agreements (e.g. any applicable security agreement or intercreditor agreement), and a legal opinion as to whether the agreements are enforceable in the relevant jurisdiction. In England & Wales, the lender’s lawyers would usually give both legal opinions, but market practice changes between jurisdictions. If there are documents governed by foreign law and/or there are foreign parties involved, foreign counsel would need to give the relevant legal opinions. 
•  A certificate signed by the borrower’s directors confirming that the loan will not exceed any relevant borrowing limits that apply to the borrower (some companies’ articles of association or shareholders’ agreements may restrict the amount of debt that the company can take on without further consent).
• The borrower’s financial statements (e.g. historical balance sheets and profit and loss statements).

The list of conditions precedent in a loan agreement is typically based on a template list that is contained within the Loan Market Association’s standard form loan agreement. The parties will then negotiate, amend and supplement the list depending on (for example) the type of business the borrower operates, the nature of the prospective loan, anything discovered during any due diligence, any foreign jurisdiction requirements, and any specific transactional requirements. 

The Loan Market Association (LMA): this is a body that aims to develop industry best practice and standard documentation for loan transactions. It has produced a series of standard documents that parties can use as the basis of finance agreements, and its standard loan agreement is typically used as the starting point for most European loan agreements. 

Managing the “CP checklist”

Trainees in finance teams are commonly required to monitor and record the fulfilment of conditions precedent, including drawing up and maintaining a checklist to reflect the current status of each condition. This checklist is known as the “CP checklist”. The lender’s lawyers are almost always responsible for producing the first draft of both the CP checklist and the loan agreement, and drafts of both will typically be circulated regularly throughout the transaction (the first draft will usually be sent to the borrower, its legal counsel and any other relevant parties involved in the loan transaction). 

Trainees will usually start by preparing the initial draft of the CP checklist (using the firm’s house style format), which should mirror the CPs set out in the relevant schedule of the main loan agreement. As negotiations progress and the transaction documents – including the CP schedule in the loan agreement – evolve, trainees will typically be responsible for maintaining, amending, and regularly circulating the CP checklist so that the parties involved in the transaction (including local counsel, specialist teams and clients) can keep track of the status of each condition precedent. 

Trainees will also need to make sure that the right parties confirm that certain documents have been delivered or certain conditions have been satisfied in full. For example, conditions precedent that are purely commercial (such as the delivery of valuation reports or financial statements) can usually only be signed off as “satisfied”/“delivered” by the lender, meaning the lender’s lawyers will act only as messengers. 

There will usually be regular “CP calls” throughout the process, which involve the parties and their advisers dialling into a conference call and discussing the status of each outstanding condition precedent. Trainees may be asked to take notes during (or even lead) these calls and then produce and circulate an updated draft of the CP checklist that reflects any changes discussed during the call.

CP checklists are typically set out within a table and specify, for each condition precedent: what the condition involves; which party is responsible for its satisfaction (i.e. for ensuring the condition is fulfilled); and its current status. The “status” column usually includes details such as “borrower to provide” or “borrower’s counsel to circulate updated draft following the receipt of comments from lender’s counsel”. 

Once the lender/its lawyers are happy that a particular condition precedent has been satisfied by the borrower (e.g. the borrower has delivered to the lender the documents or evidence stipulated by that particular condition precedent), the status column will typically be updated to read “satisfied”. Once all conditions precedent have been satisfied, the parties will then agree that completion can take place and the lender (or its lawyers) will be required to issue a “CP satisfaction letter” and, if applicable, a “CP waiver letter”.

CP satisfaction letter: this letter documents a lender’s confirmation that it considers all conditions precedent to have been satisfied. 

CP waiver letter: this letter documents a lender’s confirmation that it is waiving its right to terminate in light of the borrower’s failure to satisfy some of the conditions precedent (meaning completion can go ahead even if certain conditions precedent haven’t yet been fulfilled).

Sometimes lenders may be willing to waive certain outstanding conditions precedent if the borrower needs to access funds before it is able to satisfy each and every condition. In such circumstances, the lender will typically stipulate that the relevant conditions precedent should be redrafted as “conditions subsequent” in the loan agreement (or in a separate waiver letter if the loan agreement has already been signed). It will usually be the trainees responsibility post-completion to ensure that the relevant deadlines for the satisfaction of conditions subsequent are met.

Conditions subsequent: whilst conditions “precedent” must be satisfied before the borrower can withdraw funds, a condition “subsequent” is an obligation that can be fulfilled later on in the process, usually within a specified period of time after the borrower first draws down funds.

Post-completion matters

Once a deal has completed, the parties’ lawyers will be responsible for ensuring that the relevant filings are made in line with any English law and (if applicable) foreign law requirements. If a borrower that is incorporated in England & Wales is granting security in favour of the lender, Form MR01 must be filed with Companies House within 21 days (it is usually filed by the lender, as it’s in the lender’s interest that the security is registered). This is the case regardless of whether the secured assets are located in England or Wales, and irrespective of whether the loan or security agreements are governed by the laws of England & Wales. 

If the security is being granted by an entity that was incorporated in a foreign jurisdiction, a good trainee would check which registration requirements will apply in such foreign jurisdiction (although local counsel should be on board to assist with this). Depending on the nature of the assets being secured, there may be additional requirements to register the security on asset-specific registers. For example, if a company incorporated in England & Wales is granting security over one of its English properties as well as its intellectual property, it would need to file Form MR01 with Companies House and register the security over the properties with the Land Registry and the security over its intellectual property with the Intellectual Property Office.

Practical tips

• Throughout the negotiation of the loan agreement, the list of conditions precedent contained in the loan agreement schedule might change. With this in mind, make sure that your CP checklist always reflects the latest draft of the loan agreement. You could produce regular document comparisons (i.e. “redlines”) between the CP checklist and the relevant schedule of the loan agreement to help you identify and keep track of changes as negotiations progress.
• Try to understand what each conditions precedent is referring to at the outset of the transaction. This will make it a lot easier to keep track of the status of each, especially if the parties use jargon or different terminology during CP calls. 
• Read every email that you are copied into during the transaction, as you might otherwise fail to pick up status changes (meaning your CP checklist will be outdated). Whilst your supervisor will typically go through the status of each condition precedent with you prior to you sending out the checklist to the other parties involved, if you have kept the CP checklist up-to-date and understand what is going on, this is likely to impress! 
• Keep track of which documents need to be drafted and signed. Conditions precedent relating to documents that already exist (e.g. historical financial statements) can simply be sent by the borrower straight to the lender. However, other documents that form the basis of conditions precedent may need to be drafted and signed by specific parties before the relevant condition can be deemed satisfied (e.g. board minutes authorising the borrower to enter into the loan agreement). 
• Be careful to keep track of whether originals, copies or certified copies of documents are required to fulfil each condition precedent. Where originals are required, take into account the fact that originals will need to be physically delivered to the lender in order for the relevant condition to be deemed satisfied, which could impact on timings.
• If other jurisdictions are involved, keep track of any foreign formality requirements. Whilst local lawyers should be on top of this, a good trainee would be aware of any specific formalities that must be followed to validate the documents that form the basis of conditions precedent (for example, the requirement to have documents notarised), as these formalities can impact on the timing of the delivery of such documents.
• Also keep track of documents for which other teams are responsible and regularly check in with those teams to ensure they are working to your required timescales. For example, the real estate team may be responsible for sourcing and delivering to the lender land registry documents to satisfy a condition precedent as part of a real estate finance transaction, or the intellectual property team may need to register certain documents with the Intellectual Property Office if the lender is taking security over the borrower’s intellectual property.