Participants Within the banking sector, the role of setting up syndicated loans differ from deal to deal but generally a handful of key actors are consistent. These were the aforementioned key actors of the arranging bank, the agent, and the trustee. Arranging Bank The arranging bank acts as a salesman, and may be cannot exclude liability in its role of representing the agreement; either through misrepresentation, negligence, or breach of fiduciary duty. It may also be liable if it fails to do its best endeavours to acquire lending parties, these vary depending on the law of representation and fiduciary duty within national law. Syndication is generally initiated by the grant of a mandate by the borrower to the arranging bank(s) or ‘lead managers’ setting out the financial terms of the proposed loan. The financial terms are set out in a “term sheet” which states the amount, term of the loan, repayment schedule, interest margin, fees any special terms, and a general statement that the loan will contain representations and warranties. This might include terms which relate to when the loan is to finance a company acquisition or a large infrastructure project, conferring interests in the lenders. Often term sheets are made to be expressly non-binding. However, in Maple Leaf Macro Volatility Master Fund v Rouvroy (2009) a loan term sheet was held to create a contract. Agent The core function of the Agent is to act as a conduit between the borrowers and the lenders. The agent owes contractual duties both to the borrower AND to the lenders. In TORRE ASSET FUNDING v RBS (2013) the mezzanine lenders alleged it was the Agent's duty to inform them of when an event of default occurred. The relationship of the agent tends not to be a fiduciary one. The essence of a fiduciary relationship is that they may be reasonably expected to subordinate their own commercial interests to that of their beneficiary, in English law, this is not representative of a banking relationship. They are; Not fiduciaries No advisory duty as agent bank's duties are ‘solely mechanical and administrative in nature’. The agent bank's express duty, is to provide information designed to enable lenders to consider how to exercise their right under various facility agreements in relation to accelerating the debt, not to assist with ‘exit’ or liability for misstatements. As set out in Torre, the agent is typically a conduit between