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1. Parties: Identifies and defines the contracting parties - typically the borrower/obligor making the negative pledge and the beneficiary (usually a lender)

2. Background: Sets out the context of the agreement, typically referencing any related facility agreement or main transaction documents

3. Definitions and Interpretation: Defines key terms used in the agreement including 'Security Interest', 'Assets', 'Permitted Security', etc. and sets out interpretation rules

4. Negative Pledge Covenant: The core obligation where the obligor commits not to create or permit to subsist any security interest over its assets

5. Permitted Security: Lists exceptions to the negative pledge where certain security interests are allowed to be created

6. Representations and Warranties: Obligor's confirmations regarding its assets, existing security interests, and capacity to enter into the agreement

7. Duration: Specifies how long the negative pledge obligations remain in force

8. Remedies: Sets out the consequences of breach and available remedies to the beneficiary

9. Notices: Specifies how and where notices under the agreement must be given

10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes

1. Form of Notice: Template for any notices required under the agreement

2. Specified Assets: Detailed list of assets covered by the negative pledge, if not all assets are included

3. Existing Security Interests: List of security interests existing at the time of the agreement that are permitted to continue

4. Permitted Security Interest Categories: Detailed descriptions of categories of security interests that are permitted exceptions to the negative pledge