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Third Party Pledge Agreement
"I need a German law Third Party Pledge Agreement where our parent company will pledge its shareholding in three subsidiaries to secure a €50M loan facility that our operating company is taking out with Deutsche Bank, to be completed by March 2025."
1. Parties: Identification of the pledgor (third party), pledgee (secured party), and principal debtor
2. Background: Context of the pledge, reference to the principal debt relationship, and purpose of the security
3. Definitions: Definitions of key terms used throughout the agreement
4. Secured Obligations: Detailed description of the obligations being secured by the pledge
5. Creation of Pledge: Express declaration of pledge creation and technical requirements under German law
6. Pledged Assets: Detailed description and identification of the assets being pledged
7. Perfection Requirements: Steps required to perfect the pledge under German law
8. Representations and Warranties: Pledgor's confirmations regarding ownership, authority, and status of pledged assets
9. Obligations of the Pledgor: Ongoing obligations regarding maintenance and preservation of the pledged assets
10. Rights and Obligations of the Pledgee: Pledgee's rights regarding the pledged assets and any maintenance obligations
11. Enforcement: Circumstances and procedures for enforcing the pledge
12. Costs and Expenses: Allocation of costs related to the pledge agreement and enforcement
13. Notices: Communication requirements and contact details
14. Governing Law and Jurisdiction: Confirmation of German law application and jurisdiction
1. Further Assurance: Additional actions pledgor must take to perfect or protect the pledge, used when specific future actions may be needed
2. Information Rights: Pledgee's rights to information about pledged assets, relevant for complex or changing assets
3. Insurance: Requirements for insurance of pledged assets, used when assets are insurable
4. Release of Pledge: Conditions and process for releasing the pledge, useful for complex security structures
5. Parallel Debt: Creation of parallel obligations, used in syndicated or multi-creditor structures
6. Power of Attorney: Grant of authority to pledgee, useful for certain types of assets or enforcement scenarios
7. Tax Provisions: Allocation of tax liabilities, relevant when pledge creation or enforcement may trigger tax consequences
1. Schedule 1 - Description of Pledged Assets: Detailed technical description and identification of pledged assets
2. Schedule 2 - Form of Notice: Template for any required notices to third parties
3. Schedule 3 - Secured Obligations: Detailed description of underlying obligations being secured
4. Schedule 4 - Perfection Requirements: Checklist of technical requirements for perfecting the pledge
5. Schedule 5 - Form of Release Letter: Template for pledge release documentation
6. Appendix A - Copy of Corporate Approvals: Copies of relevant corporate authorizations
7. Appendix B - Asset Documents: Copies of relevant certificates or documents evidencing ownership of pledged assets
Authors
Business Day
Costs
Default
Enforcement Event
Enforcement Notice
Event of Default
Finance Documents
Group
Insolvency Event
Insolvency Proceedings
Material Adverse Effect
Perfection Requirements
Permitted Encumbrance
Pledge
Pledge Period
Pledged Assets
Pledgee
Pledgor
Principal Agreement
Principal Debtor
Release Date
Release Notice
Secured Obligations
Secured Parties
Security Interest
Security Period
Taxes
Transaction Documents
Underlying Documents
Security Interest
Asset Description
Secured Obligations
Representations and Warranties
Covenants
Perfection Requirements
Information Rights
Enforcement
Further Assurance
Powers of Attorney
Costs and Expenses
Tax Provisions
Assignment and Transfer
Notices
Amendments
Severability
Governing Law
Jurisdiction
Service of Process
Parallel Debt
No Defenses
Release Provisions
Indemnification
Confidentiality
Termination
Survival
Third Party Rights
Counterparts
Language
Banking
Financial Services
Manufacturing
Real Estate
Infrastructure
Energy
Technology
Telecommunications
Retail
Logistics
Industrial
Private Equity
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit
Collateral Management
Transaction Management
Legal Counsel
Finance Director
Treasury Manager
Chief Financial Officer
Risk Manager
Compliance Officer
Security Trustee
Corporate Secretary
General Counsel
Transaction Manager
Credit Risk Officer
Collateral Manager
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