Draft of the day: Difference between revisions

(A) Pursuant to the Securities Agreements, the Principals (acting through the Agent Lender, as agent) may from time to time enter into Loans with the Borrower. <br>

(B) Pursuant to separate contractual arrangements between the Agent Lender and each Principal, the Agent Lender 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. <br>

(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 Lender 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. <br>

(D) For the purpose of reducing any exposure of the Agent Lender under the Principal Indemnities, the Borrower has agreed to give a counter-indemnity for the benefit of the Agent Lender, subject to the terms and conditions set out in this Deed.<br>

(A) The Agent Lender as the Principals’ agent, will make Loans with the Borrower. <br>

(B) The Agent Lender will indemnify the Principals for Shortfalls they suffer if the Borrower defaults on its Loans.<br>

(C) The Agent Lender will indemnify the Borrower losses it suffers if the Principals default on the Loans. <br>

(D) The Borrower will counter-indemnify the Agent Lender for amounts the Agent Lender owes under its indemnities to the Principals.<br>

|commentary=A classic case of prolix drafting obscuring brainless thinking The Agent Lender and the Borrower are indemnifying each other.}}