A Few Useful Tips for Syndicate Agents

Anyone who perceives the syndicate agent appointment and related provisions in credit agreements as mere boilerplate, relatively unworthy of close attention, is likely doing themselves a disservice. The following is a brief overview of a few occasionally overlooked points.

Agent for Non-Signatories

The parties on whose behalf the agent is to act (collectively, the “creditors”) must formally appoint the agent as their agent. On occasion, not all secured creditors will actually sign the credit agreement (collectively, “non-signing creditors” (as distinguished from “signing creditors”)), such as cash management or hedging providers. Before any non-signing creditor is entitled to the benefits of the collateral security, such non-signing creditor should be required to deliver a simple agreement pursuant to which the agent is appointed as its agent and it agrees to the exculpatory and indemnity provisions of the credit agreement in favour of the agent. Alternatively, signing creditors might, on behalf of (and explicitly acting as agent for) any of their affiliates which are non-signing creditors, formally appoint the agent as agent for such affiliates as well as for themselves under the credit agreement.

Scope of Duties

Credit agreements typically include specific provisions to the effect that the agent has no independent duties except as may be specifically provided for in the loan documentation. The agent and the creditors should consider how to best describe the duties (and powers) of the agent in the credit agreement so that the agent can react appropriately to creditor direction. The agent will typically be authorized to take direction from a majority (or whatever the appropriate level of voting might be) of the signing creditors as to matters not expressly provided for in the loan documentation (including, for example, credit bidding). Prohibiting any creditor from taking any action to protect or enforce its rights arising out of the loan documentation without first obtaining the prior consent of the agent and a majority (or whatever the appropriate level of voting might be) of the signing creditors may offer an additional level of protection to the agent in the event of disagreement between creditors.

Reimbursement and Indemnification of Agent

It is conventional for the agent to be fully protected by the signing creditors against liability to the creditors, the borrower(s) and any guarantor(s) (collectively, the “loan parties”), and/or any third parties (except, in all cases, to the extent of gross negligence or wilful misconduct on the part of the agent). This indemnity will usually also cover all losses suffered and expenses incurred by the agent, including the non-payment of any fees owed to the agent. It is also conventional to provide for reimbursement and indemnification by the loan parties of the costs and expenses of the agent and of the creditors.

Related issues to consider from the agent’s perspective include:

specifying that the agent’s indemnities apply notwithstanding the comparative, contributory, or sole negligence of the agent;specifying that the agent’s indemnity from the creditors applies to claims by creditors against the agent;authorizing the agent to refrain from acting on the direction of the creditors if in the opinion of the agent its indemnities are insufficient or the ability of the agent to potentially make a claim thereunder has been impaired; and
ensuring that the obligations secured by any liens granted in favour of the agent (the “secured obligations”) include loan party obligations in respect of reimbursement and indemnification, and that such liens are granted to the agent in its own capacity as well as for the benefit of the creditors.

The agent will, however, usually have to accept any risk associated with collecting from the creditors their respective shares of any amounts owing to the agent pursuant to its indemnity from the creditors.

Contingent Obligations

The agent should also ensure that the secured obligations include contingent obligations. This way, unless a reserve (or letter of credit or similar protection) is provided for its benefit, the agent could potentially refuse to discharge its liens upon termination of the credit agreement if there remains a reasonable possibility that it may need to claim against the loan parties for reimbursement and/or indemnification. This may be particularly useful to the agent in a bankruptcy or insolvency scenario if the creditors propose to settle their claims against the loan parties notwithstanding the agent’s potential exposure to continuing contingent liability. It is similarly desirable, albeit uncommon, for the agent to be specifically authorized to withhold reserves from distribution proceeds after default in respect of future amounts anticipated to become payable to the agent pursuant to reimbursement and indemnification provisions of the loan documentation.

Provisions Surviving Termination

More generally, the agent should ensure that all reimbursement and indemnification obligations in its favour survive not only termination of the credit agreement but also the resignation or dismissal of the agent (accordingly extending to any post-transaction activities of a former agent in connection with an agency succession) or departure of a creditor from the syndicate.
The agent should also consider bargaining at the outset that any creditor sponsored entity emerging in a bankruptcy or insolvency scenario from a bid by the creditors shall assume (ideally on a secured basis) the reimbursement and indemnification obligations of the loan parties.

Best Personal Accident Injury Lawyer

Personal injuries can occur in any form. A person may meet with an accident while traveling, working in an office, while walking, while playing, or in any other way. If the injury has resulted due to the negligence of someone, a person can make a claim. Approaching best personal accident injury lawyer can help get compensation fast. They can resolve the claims case quickly.

A claimant can also make a clam under a no win no fee win basis. Under this arrangement, a person need not pay any fee to make a claim. Whether a person wins or loses the claims case, he or she will not be required to pay any fee. It means that if a solicitor agrees to take on the personal injury compensation claim and fails to win the case, no costs would be passed on to the claimant. In other words, the solicitor takes the case on at their own risk. A panel of no win no fee personal injury solicitors can help with all types of personal injury claims. A best personal injury lawyer can also guide a claimant get suitable compensation quickly.

The success of the claim depends upon the proof of injuries a person submits. If the claimant can prove that the injuries have resulted due to the negligence of the other person, one can get compensation fast. Approaching such lawyers can help get compensation fast. They have abundant experience in handling such cases. They can guide a claimant get suitable compensation and what are the procedures to be followed. If a person has suffered an injury due to the negligence of someone, one can make a claim quickly. People, who have suffered an injury in the last three years, can get compensation for the losses suffered.

To be eligible for this type of compensation, a person must have suffered a personal injury. The injury must have resulted due to the negligence of the other person. It is suggested that to make a successful claim, a person proves that the injury has resulted due to the fault of the other person. The type of evidence a claimant provides, decides the success of the claim. The claim will be handled by an experienced personal injury compensation lawyer. The lawyer will guide a claimant through the legal and medical issues and keep one updated about the steps to be taken. They can even provide access to funded private medical rehabilitation in case a claimant needs help to recover the losses.

Dealing with the Injuries or Death from Medical Malpractice can be Devastating

The complex litigation law firm of Riley Allen Law has been representing consumers and businesses for 25 years and has a history of tackling important and complicated issues and cases. We are seasoned trial attorneys with substantial experience in the areas of consumer fraud, personal injury, employment litigation, defective products, medical malpractice and business litigation. We invite you to learn more about our law firm and our attorneys. We are here to represent your interests to the best of our ability.

Dealing with the injuries or death from medical malpractice can be devastating. It is understandable that you may only be thinking about what treatment you may need or how to deal with the loss of a loved one. However, it is imperative that you also know your legal options. Many people are understandably hesitant to pursue any legal action against their physician so as not to appear greedy or litigious. Others simply don’t want to bother with the confrontational aspect of asking others to pay for the damage they have caused, thinking that their own insurance will cover all of their damages. However, it is important that you know your rights and options to make sure you and your family’s interests are protected. The present and future costs from an Orlando medical malpractice injury can be tremendous. If your injury occurred through the negligence or fault of someone responsible for your treatment or delivery process, you should not bear these costs.

In the following sections we give some examples of the information you will need, the questions you should ask and the options you may have when investigating your Orlando medical malpractice injury. We make it easy to have your case evaluated by a qualified Orlando medical malpractice injury lawyer. We discuss what you can do from day one to help your case and what it takes to win. We discuss what you should look for when selecting a lawyer and what to expect once you have hired one. Finally, you’ll find an overview of Florida medical malpractice injury law, recent verdicts and settlements and some legal terms you may come across during the process.

Orlando Medical Malpractice LawyersIf you believe that you may have suffered a medical malpractice injury and you would like to know your legal options, you should immediately speak with an experienced Orlando medical malpractice injury lawyer. 

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