Loan Indemnification Agreement Template for Philippines

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Key Requirements PROMPT example:

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."

Document background
The Loan Indemnification Agreement serves as a critical risk mitigation tool in Philippine lending transactions, providing additional security to lenders by introducing a third party who agrees to cover potential losses arising from loan defaults or specific trigger events. This document type is commonly used in corporate financing, project finance, and complex lending structures where additional security layers are required beyond traditional collateral. The agreement must comply with Philippine banking regulations, the Civil Code of the Philippines, and relevant financial laws. It is particularly important in scenarios where the original borrower's creditworthiness needs enhancement or where regulatory requirements mandate additional security measures. The document typically includes detailed provisions on the scope of indemnification, calculation of covered amounts, claim procedures, and enforcement mechanisms, all structured to be enforceable under Philippine law.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Banking

Financial Services

Real Estate

Corporate Finance

Investment Banking

Infrastructure

Construction

Manufacturing

Commercial Lending

Private Equity

Relevant Teams

Legal

Finance

Risk Management

Compliance

Treasury

Credit Analysis

Corporate Banking

Documentation

Loan Administration

Corporate Secretarial

Relevant Roles

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

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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