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Structuring Multi-Lender Agreements in Syndicated Facilities: Balancing the Rights of Agents and Co-Lenders

Borrower Defaults, Lender Defaults, Exculpatory Clauses, Information Sharing

Recording of a 90-minute premium CLE video webinar with Q&A

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Conducted on Thursday, June 17, 2021

Recorded event now available

or call 1-800-926-7926

This CLE course will discuss typical clauses in a syndicated loan agreement and provide best practices for lenders and agents to structure and negotiate loan agreement provisions to protect their rights and interests and avoid being disadvantaged in a multi-lender transaction that goes south.


Multi-lender agreements in syndicated loan facilities usually contain broad exculpatory provisions protecting the agent. Co-lenders are often left without recourse to recover damages when the agent does not act prudently, and proving gross negligence or willful misconduct of the agent is a tall task.

A common struggle between agents and co-lenders occurs when the borrower is in default and the agents and co-lenders disagree on how to proceed. If the loan documents do not expressly require the agent to comply with the co-lenders' instructions, the agent is free to ignore the wishes of the lenders.

COVID 19 challenges stressed many businesses and created a need for consideration of the syndicate roles and decision-making processes during difficult times--the traditional panel of voting rights and participation in credit facility increases often did not suit the times. The panel will discuss ideas and alternatives for disrupted economic times.

Listen as our authoritative panel of finance practitioners discusses typical clauses in a syndicated loan agreement and provides best practices for lenders and agents to structure and negotiate loan agreements to balance their respective rights and obligations.



  1. Responsibilities of agents
  2. Exculpatory provisions and case law
  3. Agent's rights
  4. Agent's errors and omissions
  5. Defaulting lender
  6. Defaulting borrower


The panel will review these and other essential questions:

  • What are typical exculpatory clauses that limit the liability of the agent and what case law is there addressing the agent's liability to co-lenders?
  • What disclosures about the borrower, the terms of the loan, and borrower defaults must the agent provide to co-lenders?
  • What provisions should be added to syndicated loan agreements to provide maximum protection and flexibility to agents and co-lenders?
  • How can the definitions of "defaulting lender" and "impacted lender" affect co-lenders' remedies against defaulting lenders?


Manzer, Alison
Dr. Alison R. Manzer

Cassels Brock & Blackwell

Dr. Manzer is a partner in the Banking & Specialty Finance Group and Business Law practice. She has developed...  |  Read More

Schulwolf, James
James C. Schulwolf

Shipman & Goodwin

Mr. Schulwolf is a partner in Shipman's Business and Corporate Practice Group.  He focuses his practice on...  |  Read More

Wurst, Jeffrey
Jeffrey A. Wurst

Armstrong Teasdale

Mr. Wurst has more than 30 years of experience and is well recognized for handling significant commercial finance and...  |  Read More

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