Unresolvable Event of Default
Defined term points to nonexistent section
Watchlist Triggers Nobody Can Pin Down
Events of Default are critical for credit risk monitoring. They are the basis for watchlist triggers and signal to portfolio managers when a name needs to go to workout.
So what happens when the credit agreement's definition for Event of Default points at a clause that does not exist?
No Section Numbered 7.1
The definition of Event of Default in this document is standard. It points to Section 7.1, where the reader expects to see the events in full detail.
“Event of Default” has the meaning specified in Section 7.1.
And where is Section 7.1? Not defined in the table of contents or the document itself.
ARTICLE 6 NEGATIVE COVENANTS31
1.1 Fundamental Changes31
ARTICLE 7 EVENTS OF DEFAULT31
1.1 Events of Default31
1.2 Legal Proceedings35
1.3 Non-Merger35
ARTICLE 8 DEPOSITS35
1.1 Deposits35
ARTICLE 7 EVENTS OF DEFAULT
1.1 Events of Default
If any of the following events (“Events of Default”) occurs:…
This went undetected through legal review at a large private credit firm.
Friction for People, Failure for Systems
The problem here is clear — this is a simple numbering error, where every article's subsections are labeled "1.#". Portfolio managers and credit can figure this out. It is just extra friction whenever they need to find this information in the credit agreement.
This becomes a problem when an AI agent or data system tries to find the rest of the definition for Event of Default. Without extensive training, software cannot work around the fact that there is nothing labeled Section 7.1. This magnifies risks in systems that expect inputs to be clean and correct — like a credit agreement that has passed legal review.
Audit Your Loan Book
Traverse checked the agreement's citations against the numbers identifying its sections. In this document, it flagged them unresolvable.
This is just one example of the more than $50B in error-exposed loans that Traverse has identified. Make life easier for your portfolio team — contact us for an audit of your loan book.
Cornice Credit