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Loan Indemnification Agreement
I need a Loan Indemnification Agreement under Canadian law for a real estate development company (as Indemnifier) providing indemnification to a syndicate of three banks in relation to a CAD 50 million construction loan, with specific provisions for environmental liability coverage.
1. Parties: Identifies and provides full legal details of all parties to the agreement - typically the Indemnifier, the Lender, and potentially the Borrower if different from the Indemnifier
2. Background: Recitals explaining the context of the loan arrangement and why the indemnification is being provided
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Amounts', 'Loan Agreement', 'Events of Default', etc.
4. Scope of Indemnification: Details the specific losses, damages, and circumstances covered by the indemnification
5. Indemnification Process: Outlines the procedure for making claims under the indemnity, including notice requirements and timing
6. Representations and Warranties: Statements of fact and assurances provided by the Indemnifier regarding their capacity and authority
7. Duration and Survival: Specifies how long the indemnification obligations remain in effect
8. Payment Terms: Details the timing and method of payments under the indemnification
9. Enforcement Rights: Describes the Lender's rights and remedies in case of breach
10. Governing Law and Jurisdiction: Specifies that Canadian law governs and identifies the courts having jurisdiction
11. Notice Provisions: Specifies how and where formal notices under the agreement must be delivered
12. Entire Agreement: Confirms that this document represents the complete agreement regarding the indemnification
1. Security: Include when the indemnification is secured by specific assets or guarantees
2. Multiple Indemnifiers: Include when there is more than one indemnifier, specifying joint and several liability
3. Currency Provisions: Include for cross-border transactions or when payments might be in different currencies
4. Tax Provisions: Include when tax implications need to be specifically addressed
5. Assignment Rights: Include when either party needs the right to assign their rights under the agreement
6. Step-In Rights: Include when the Lender needs the right to take over certain aspects of the underlying loan relationship
7. Subrogation Rights: Include when the Indemnifier needs specific rights to step into the Lender's position after paying under the indemnity
8. Independent Legal Advice: Include when there's a need to confirm that parties have received independent legal advice
1. Schedule A - Original Loan Agreement: Copy or summary of the underlying loan agreement being indemnified
2. Schedule B - Indemnified Parties: Detailed list of all parties covered by the indemnification, including officers, directors, etc.
3. Schedule C - Claim Procedure: Detailed procedure for making and processing indemnification claims
4. Schedule D - Security Details: Details of any security provided to support the indemnification obligations
5. Schedule E - Payment Instructions: Banking and payment details for any payments under the indemnification
6. Appendix 1 - Form of Claim Notice: Standard form for making claims under the indemnification
7. Appendix 2 - Form of Acknowledgment: Standard form for acknowledging receipt of claims or notices
Authors
Applicable Law
Banking Day
Borrower
Business Day
Claim
Claim Notice
Costs
Default
Effective Date
Event of Default
Governmental Authority
Indemnified Amounts
Indemnified Parties
Indemnifier
Indemnity Obligations
Interest Rate
Lender
Loan Agreement
Loan Documents
Loss
Material Adverse Effect
Notice
Obligations
Payment Date
Permitted Liens
Person
Principal Amount
Related Parties
Representatives
Security
Security Documents
Taxes
Term
Third Party Claim
Definitions and Interpretation
Scope of Indemnity
Payment Obligations
Claim Procedures
Representations and Warranties
Covenants
Security
Default and Remedies
Term and Termination
Notice Requirements
Assignment
Confidentiality
Force Majeure
Governing Law and Jurisdiction
Dispute Resolution
Severability
Amendment and Waiver
Entire Agreement
Counterparts
Further Assurances
Time of Essence
Independent Legal Advice
Survival
Currency
Tax Matters
Subrogation Rights
Set-off Rights
Relationship of Parties
Third Party Rights
Banking & Financial Services
Real Estate
Commercial Construction
Manufacturing
Energy & Resources
Infrastructure
Healthcare
Technology
Agriculture
Transportation & Logistics
Retail & Consumer Goods
Professional Services
Legal
Finance
Risk Management
Credit
Compliance
Treasury
Corporate Secretariat
Commercial Banking
Loan Administration
Due Diligence
Chief Financial Officer
Chief Legal Officer
Chief Risk Officer
Finance Director
Corporate Lawyer
Legal Counsel
Risk Manager
Credit Manager
Loan Officer
Commercial Banking Manager
Treasury Manager
Compliance Officer
Corporate Secretary
Financial Controller
Banking Relationship Manager
Senior Credit Analyst
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