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Third Party Pledge Agreement
"I need a Third Party Pledge Agreement under Swiss law where a parent company pledges its securities portfolio to secure a CHF 5 million loan facility provided to its subsidiary by Credit Swiss, with the agreement to be effective from March 1, 2025."
1. Parties: Identification of the Pledgor (third party), the Pledgee (secured party), and the Principal Debtor whose obligations are being secured
2. Background: Context of the pledge arrangement, reference to the underlying obligations being secured, and the relationship between the parties
3. Definitions: Definitions of key terms used throughout the agreement, including 'Pledged Assets', 'Secured Obligations', and 'Enforcement Event'
4. Creation of Pledge: Express creation and granting of the pledge rights over the Pledged Assets
5. Secured Obligations: Detailed description of the obligations being secured by the pledge
6. Perfection Requirements: Steps required to perfect the pledge under Swiss law, including any registration or notification requirements
7. Representations and Warranties: Pledgor's representations regarding ownership, authority, and status of Pledged Assets
8. Pledgor's Obligations: Ongoing obligations of the Pledgor regarding maintenance and preservation of the Pledged Assets
9. Enforcement: Circumstances and procedures for enforcing the pledge, including private realization if agreed
10. Application of Proceeds: Order of application of proceeds from enforcement of the pledge
11. Release of Pledge: Conditions and process for releasing the pledge upon satisfaction of Secured Obligations
12. Governing Law and Jurisdiction: Confirmation of Swiss law as governing law and jurisdiction of Swiss courts
1. Further Assurance: Additional provisions requiring parties to execute further documents or take additional actions, used in complex pledge arrangements
2. Power of Attorney: Appointment of Pledgee as attorney-in-fact for perfection or enforcement, used when direct action by Pledgor might be difficult to obtain
3. Tax Provisions: Allocation of responsibility for taxes arising from the pledge, used when significant tax implications are expected
4. Costs and Expenses: Allocation of costs related to the pledge agreement and its enforcement, used in larger transactions
5. Information Rights: Pledgee's rights to information about Pledged Assets, used for pledges of complex assets requiring monitoring
6. Insurance: Requirements for insurance of Pledged Assets, used when physical assets are pledged
7. Notices: Detailed notice provisions, used in complex transactions with multiple parties or jurisdictions
1. Schedule 1 - Pledged Assets: Detailed description and/or list of assets subject to the pledge
2. Schedule 2 - Form of Notice: Template notices required for perfection of the pledge (if applicable)
3. Schedule 3 - Secured Obligations: Detailed description of the secured obligations if too extensive for main agreement
4. Schedule 4 - Perfection Requirements: Specific steps and documentation required for perfection
5. Appendix A - Powers of Attorney: Form of power of attorney if required for perfection or enforcement
6. Appendix B - Corporate Authorizations: Forms of corporate approvals required for the pledge
Authors
Appendix
Banking Day
Business Day
Default Interest Rate
Enforcement Event
Enforcement Notice
Encumbrance
Event of Default
Guarantee
Lender
Material Adverse Effect
Party/Parties
Perfection Requirements
Permitted Encumbrances
Pledge
Pledged Assets
Pledged Claims
Pledged Rights
Pledgee
Pledgor
Principal Agreement
Principal Debtor
Principal Obligations
Realization Proceeds
Related Rights
Relevant Jurisdiction
Schedule
Secured Claims
Secured Obligations
Secured Parties
Security Interest
Security Period
Swiss Francs
Swiss GAAP
Tax
Transaction Documents
Transfer
Voting Rights
Creation of Pledge
Secured Obligations
Perfection
Representations and Warranties
Undertakings
Further Assurance
Powers of Attorney
Information Rights
Enforcement
Application of Proceeds
Release and Discharge
Assignment and Transfer
Costs and Expenses
Indemnification
Set-off
Amendments and Waivers
Severability
Notices
Confidentiality
Data Protection
Counterparts
Governing Law
Jurisdiction
Service of Process
Banking & Financial Services
Real Estate
Manufacturing
Technology
Infrastructure
Energy
Telecommunications
Healthcare
Insurance
Trading & Commerce
Private Equity
Asset Management
Construction
Agriculture
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit Administration
Security Administration
Transaction Management
Portfolio Management
Legal Counsel
Corporate Lawyer
Finance Director
Chief Financial Officer
Treasury Manager
Risk Manager
Compliance Officer
Security Trustee
Transaction Manager
Credit Officer
Corporate Secretary
General Counsel
Banking Lawyer
Security Agent
Portfolio Manager
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