A Negative Pledge Agreement is essential in modern financing arrangements under English and Welsh law, particularly where lenders seek to protect their position without taking direct security. This document is typically used alongside facility agreements or other financing arrangements to ensure that a borrower's asset base remains available for creditors. The agreement details prohibited security interests, permitted exceptions, monitoring requirements, and enforcement mechanisms. It's particularly valuable when direct security is impractical or undesirable, or when maintaining flexibility in asset management is important.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement, including reference to any existing facility agreements or other relevant documents
3. Definitions: Key terms used throughout the agreement, including specific definitions of Security Interest, Permitted Security, etc.
4. Negative Pledge Undertaking: Core covenant not to create or permit security interests over the specified assets
5. Duration: Term of the agreement and conditions for termination
6. Enforcement: Rights and remedies available upon breach of the negative pledge
7. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction for disputes
1. Permitted Security: Detailed provisions specifying exceptions to the negative pledge, such as security interests arising by operation of law
2. Information Covenants: Obligations to provide information about existing or potential security interests and periodic compliance certificates
3. Cross-Border Provisions: Additional provisions for international aspects including conflict of laws and foreign security registration
4. Representations and Warranties: Additional confirmations regarding existing security interests and authority to enter into the agreement
1. Schedule 1 - Existing Security Interests: Comprehensive list of pre-existing security interests that are permitted under the agreement
2. Schedule 2 - Form of Compliance Certificate: Template document for periodic confirmation of compliance with the negative pledge obligations
3. Schedule 3 - Secured Assets: Detailed description of assets subject to the negative pledge restrictions
4. Schedule 4 - Notice Requirements: Specific requirements for providing notice of any permitted security interests or potential breaches
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