1Where a loan agreement contains a specific clause providing that the loan 'shall not bear interest' (clause 4) and a separate general clause requiring reimbursement of 'fees, costs, charges and expenses' of funding the loan (clause 5), the omission of 'interest' from the general clause — read alongside the specific interest clause — means interest charges incurred by the lender in sourcing the funds cannot be recovered as costs or expenses under the general clause.
2The maxim generalia specialibus non derogant applies to contractual construction: a specific provision addressing interest prevails over a general costs reimbursement provision covering the same subject matter, and the expressio unius principle supports the inference that the deliberate omission of 'interest' from the general clause was intentional.
3Where a lender within a corporate group knew that upstream funding was provided by equity injection (not debt), the lender bears the onus of proving that interest charges it voluntarily agreed to pay on that equity-sourced funding were 'necessary and reasonable' costs of funding the downstream loan, and on the facts that onus was not discharged.
