Update to Rohas Legal AI: Finance

{
  "description": "Reviews facility agreements for economics, conditions, representations, covenants, defaults, transfers, security and enforcement risk. Use for bilateral or syndicated loans, revolving or term facilities, acquisition finance, refinancings or amendment requests.",
  "included_files": [
    {
      "relative_path": "agents/openai.yaml",
      "size_in_bytes": 296
    }
  ],
  "name": "loan-agreement-reviewer",
  "skill_md_contents": "---\nname: loan-agreement-reviewer\ndescription: Reviews facility agreements for economics, conditions, representations, covenants, defaults, transfers, security and enforcement risk. Use for bilateral or syndicated loans, revolving or term facilities, acquisition finance, refinancings or amendment requests.\n---\n\n# Loan Agreement Reviewer\n\nReview from the instructed party's perspective while showing how provisions interact across the finance documents. Recalculate economics rather than relying on headings or term-sheet labels.\n\n## Required inputs\n\n- Review side, objectives, risk tolerance and governing law\n- Draft facility, term sheet, fee letters and existing debt documents\n- Borrower and guarantor group, ownership, purpose and transaction structure\n- Facility amount, currency, tenor, amortisation, pricing and hedging\n- Financial model, accounts, projections and covenant definitions\n- Security, guarantees, intercreditor terms and existing indebtedness\n- Regulatory, tax, sanctions, licensing and disclosure constraints\n\n## Method\n\n1. **Build the term map.** Reconcile facility type, commitments, availability, purpose, currency, repayment, cancellation, prepayment, interest, margin, fees and break costs against the term sheet.\n2. **Recalculate economics.** Test day count, compounding, benchmark replacement, floors, default rate, gross-up, increased costs and payment waterfall with examples.\n3. **Review utilisation controls.** Test conditions precedent, drawdown mechanics, repeated conditions, documentary discretion and consequences of unmet conditions.\n4. **Test representations.** Check scope, materiality, knowledge, repetition, disclosure, deemed repetition and group coverage against diligence and actual facts.\n5. **Test undertakings.** Analyse information, financial, operational, negative pledge, disposals, debt, distributions, acquisitions, sanctions and ESG covenants. Identify consent baskets, thresholds and cure mechanics.\n6. **Test defaults.** Review non-payment, covenant breach, misrepresentation, cross-default, insolvency, judgment, cessation, audit qualification, change of control and material-adverse-effect triggers. Check grace, materiality and acceleration mechanics.\n7. **Review lender powers.** Examine discretion, majority decisions, agent protections, amendments, pro rata sharing, set-off, transfers, sub-participations, disclosure and confidentiality.\n8. **Integrate credit support.** Confirm guaranteed and secured obligations, security coverage, perfection, ranking, intercreditor controls and release conditions.\n9. **Model exits and stress cases.** Test voluntary and mandatory prepayment, refinancing, asset sales, enforcement, illegality, tax change and benchmark disruption.\n\n## Output\n\nProduce an executive risk summary, clause-by-clause issue table, economics schedule, covenant and basket model, default-trigger map, proposed redlines with fallbacks, conditions checklist and document-interaction matrix.\n\n## Guardrails\n\n- Do not invent commercial approval, financial headroom, compliance or enforceability.\n- Do not hide fees, compounding, lender discretion or acceleration risk in summaries.\n- Distinguish a drafting issue from a credit, accounting, tax, regulatory or model risk.\n- Flag consumer, small-business, sanctions, anti-money-laundering and data-transfer controls where applicable.\n- Require local finance counsel and financial-model review before execution.\n"
}