Syndicated Real Estate Loans: Structuring Agreements to Balance Differing Rights and Obligations of Lenders and Agents

Navigating Rights of Agents, Information Sharing, Lender Decisionmaking, Exculpatory Clauses, Defaulting Lenders and More

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


Conducted on Thursday, September 11, 2014

Recorded event now available

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Program Materials

This CLE webinar will provide real property counsel with a deep dive into typical clauses in a syndicated loan agreement. The panel will provide best practices for lenders and agents to structure and negotiate loan agreement provisions that protect their rights and interests and mitigate their disadvantages if a multi-lender transaction goes south.

Description

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 in a prudent manner, 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 instructions from the co-lenders, the agent is free to ignore the wishes of the lenders.

Events of the last few years demand heightened attention to defaulting lender provisions of credit agreements. As the financial shock of the past several years clearly demonstrates, minimizing the risks of a defaulting lender is critical in drafting credit agreements.

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.

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Outline

  1. Assignment and assumption
  2. Information rights of co-lenders
  3. Liability and reliance on agent lenders
  4. Decisionmaking
  5. Intercreditor agreements
  6. Default and lender payment priorities
  7. Defaulting lenders

Benefits

The panel will address these and other key 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 the remedies of co-lenders against defaulting lenders?

Faculty

Gary Goodman
Gary Goodman

Partner
Dentons

Mr. Goodman has extensive experience with financing transactions, specifically in the area of real estate finance,...  |  Read More

Gregory Fennell
Gregory Fennell

Senior Managing Associate
Dentons

Mr. Fennell represents institutional lenders and borrowers in the origination, syndication, workout and foreclosure of...  |  Read More

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