Draft of the day

Draft of the day for 17 January 2020
What it says	What it means
(A) Pursuant to the Securities Agreements, the Principals (acting through the Agent, as agent) may from time to time enter into Loans with the Borrower. (B) Pursuant to separate contractual arrangements between the Agent and each Principal, the Agent has agreed to indemnify each such Principal for any Shortfall, as defined below, incurred by the relevant Principal upon termination and close-out of any Loans to which the Principal is a party following the occurrence of an Event of Default under the relevant Securities Agreements (each such arrangement, a “Principal Indemnity”) for the purpose of reducing any exposure each such Principal would have to the Borrower as a result of the Loans. (C) For the purpose of reducing any exposure the Borrower would have to Principals with respect to the payment of any collateral excess resulting under any Loans following the occurrence of an Event of Default and subsequent termination and close-out under the relevant Securities Agreements, the Parties intend to enter into an indemnity on or about the date of this Deed (the “Borrower Indemnity”) pursuant to which the Agent agrees, subject to the terms of the Borrower Indemnity, to indemnify the Borrower for amounts due from Principals to the Borrower under Securities Agreements following the termination and close-out of the Loans. (D) For the purpose of reducing any exposure of the Agent under the Principal Indemnities, the Borrower has agreed to give a counter-indemnity for the benefit of the Agent, subject to the terms and conditions set out in this Deed.	(A) The Agent will make collateralised loans to the Borrower on the Principals’ behalf. (B) The Agent will indemnify the Principals for losses they suffer if the Borrower defaults on its loans. (C) The Agent will indemnify the Borrower for its losses if the Principals default on the loans. (D) The Borrower will counter-indemnify the Agent for amounts the Agent has to pay the Principals under its indemnities to them.
What the JC thinks: A whole lot of indemnifyin’ going on. This is a recital: it is meant to set the scene to help a reader understand the context of the agreement. But good luck understanding that in the native prose advanced by a magic circle firm from London.