Tax considerations on a loan agreement—the tax indemnity clause
Tax considerations on a loan agreement—the tax indemnity clause

The following Tax practice note provides comprehensive and up to date legal information covering:

  • Tax considerations on a loan agreement—the tax indemnity clause
  • Definitions
  • Determines
  • Finance document
  • Facility office
  • Finance party
  • Obligor
  • Protected party
  • Treaty lender
  • UK PE
  • More...

IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for Tax?

This Practice Note:

  1. explains:

    1. the purpose of the tax indemnity clause that is normally found in a loan agreement, and

    2. that the standard drafting of the clause is lender-friendly and how this limits the benefit for a borrower, and

  2. provides drafting suggestions to help a borrower limit its exposure under the tax indemnity clause

In the context of syndicated loans made to corporate borrowers, it is standard procedure to use one of the model loan facility agreements of the Loan Market Association (LMA), all of which:

  1. contain a standard tax indemnity clause, and

  2. are drafted in a lender-friendly way

Model loan agreements produced by the LMA are available to its members on the LMA website (www.lma.eu.com). In addition, the Association of Corporate Treasurers (ACT) also produces a helpful guide to the LMA loan agreements for investment grade borrowers, ‘The ACT Borrower’s Guide to

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