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Loan Indemnity Agreement
"I need a Loan Indemnity Agreement under Philippine law for a multinational manufacturing company acting as indemnifier for a PHP 50 million corporate loan, with specific provisions for cross-border payment mechanisms and quarterly reporting requirements."
1. Parties: Identifies and defines all parties to the agreement, including the Indemnifier, Lender, and Borrower
2. Background: Recitals explaining the context of the loan and indemnity arrangement, including reference to the underlying loan agreement
3. Definitions: Defines key terms used throughout the agreement, including 'Indemnified Amount', 'Loan Agreement', 'Event of Default', etc.
4. Scope of Indemnity: Details the specific obligations and liabilities covered by the indemnity
5. Terms of Indemnification: Specifies when and how the indemnity becomes payable, including trigger events and payment mechanics
6. Representations and Warranties: Statements of fact and assurances given by the Indemnifier regarding their ability to fulfill the indemnity obligations
7. Duration and Termination: Specifies the term of the indemnity and circumstances under which it may be terminated
8. Notice Requirements: Procedures for making claims under the indemnity and general communication requirements
9. Governing Law and Jurisdiction: Specifies Philippine law as governing law and designates jurisdiction for dispute resolution
10. Execution: Signature blocks and execution formalities
1. Security Provisions: Include when the indemnity is secured by specific assets or collateral
2. Assignment and Transfer: Include when parties want to allow or restrict the ability to assign or transfer rights under the indemnity
3. Step-In Rights: Include when the Lender requires the right to take over certain obligations or rights of the Borrower
4. Tax Provisions: Include when specific tax implications need to be addressed or allocated between parties
5. Currency Provisions: Include when the loan and indemnity involve different currencies or cross-border elements
6. Force Majeure: Include when parties want to address circumstances beyond their control that might affect the indemnity obligations
7. Costs and Expenses: Include when there's a need to specify how various costs related to the indemnity will be allocated
1. Schedule 1 - Original Loan Agreement: Copy or key terms of the underlying loan agreement being indemnified
2. Schedule 2 - Secured Assets: List and description of any assets securing the indemnity (if applicable)
3. Schedule 3 - Form of Demand: Template for making claims under the indemnity
4. Schedule 4 - Payment Mechanics: Detailed procedures for making and processing indemnity payments
5. Appendix A - Corporate Authorizations: Copies of relevant corporate approvals and authorizations
6. Appendix B - Specimen Signatures: Authorized signatures for relevant parties
Authors
Interpretation
Indemnity
Payment Obligations
Representations and Warranties
Security
Enforcement
Default
Interest
Currency
Set-off
Assignment
Notices
Amendments
Severability
Confidentiality
Force Majeure
Waiver
Termination
Costs and Expenses
Tax
Dispute Resolution
Governing Law
Jurisdiction
Counterparts
Entire Agreement
Third Party Rights
Time of Essence
Further Assurance
Survival
Banking and Financial Services
Corporate Lending
Real Estate and Property Development
Infrastructure and Construction
Manufacturing
Commercial Trading
Small and Medium Enterprises
Agriculture and Agribusiness
Energy and Utilities
Transportation and Logistics
Legal
Finance
Risk Management
Corporate Banking
Credit Administration
Compliance
Treasury
Corporate Secretariat
Business Development
Project Finance
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Risk Manager
Credit Officer
Loan Officer
Treasury Manager
Corporate Banking Manager
Compliance Officer
Financial Controller
Business Development Manager
Project Finance Manager
Credit Risk Analyst
Commercial Banking Officer
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