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Loan Indemnification Agreement
"I need a Loan Indemnification Agreement to cover a PHP 50 million corporate loan facility where three parent companies will act as indemnifiers for their joint venture company's borrowing, with the agreement becoming effective March 1, 2025."
1. Parties: Identifies and defines all parties to the agreement, including the Indemnifier, Lender, and Borrower
2. Background: Recitals explaining the context of the underlying loan and the purpose of the indemnification
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Amount', 'Loan Agreement', and 'Indemnification Obligations'
4. Scope of Indemnification: Details the specific circumstances and losses covered by the indemnification
5. Indemnification Obligations: Specifies the precise obligations of the Indemnifier, including payment terms and conditions
6. Trigger Events: Lists events that activate the indemnification obligation
7. Payment Terms: Specifies how and when indemnification payments must be made
8. Representations and Warranties: Standard representations by all parties regarding their capacity and authority
9. Covenants: Ongoing obligations of the parties during the term of the agreement
10. Term and Termination: Duration of the agreement and circumstances for termination
11. Notices: Procedure for giving formal notices under the agreement
12. Governing Law and Jurisdiction: Specifies Philippine law as governing law and defines jurisdiction for disputes
13. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Security Provisions: Include when the indemnification is secured by specific assets or guarantees
2. Multiple Indemnifiers: Required when there is more than one indemnifier, defining joint and several liability
3. Currency Provisions: Include for cross-border transactions involving multiple currencies
4. Tax Provisions: Detailed tax clauses when tax implications are significant or complex
5. Step-In Rights: Include when the Lender needs rights to take over certain obligations or assets
6. Insurance Requirements: Include when specific insurance coverage is required from the Indemnifier
7. Regulatory Compliance: Additional compliance provisions for regulated entities or transactions
1. Schedule 1 - Original Loan Agreement: Copy or summary of the underlying loan agreement being indemnified
2. Schedule 2 - Calculation of Indemnified Amounts: Detailed methodology for calculating indemnification amounts
3. Schedule 3 - Form of Demand: Standard form for making indemnification claims
4. Schedule 4 - Security Details: Details of any security or collateral provided (if applicable)
5. Schedule 5 - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
6. Appendix A - Notice Details: Contact information and notice requirements for all parties
7. Appendix B - Payment Instructions: Bank account and payment details for indemnification payments
Authors
Banking
Financial Services
Real Estate
Corporate Finance
Investment Banking
Infrastructure
Construction
Manufacturing
Commercial Lending
Private Equity
Legal
Finance
Risk Management
Compliance
Treasury
Credit Analysis
Corporate Banking
Documentation
Loan Administration
Corporate Secretarial
Chief Financial Officer
Finance Director
Credit Risk Manager
Legal Counsel
Corporate Lawyer
Loan Officer
Credit Analyst
Compliance Officer
Treasury Manager
Risk Management Officer
Banking Relationship Manager
Corporate Secretary
Financial Controller
Senior Finance Manager
Legal Director
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