Third Party Pledge Agreement Template for England and Wales

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Key Requirements PROMPT example:

Third Party Pledge Agreement

"I need a Third Party Pledge Agreement under English law where my holding company will pledge its investment portfolio to secure a £5M loan facility that my operating subsidiary is taking out with ABC Bank in March 2025."

Document background
A Third Party Pledge Agreement is utilized when a party wishes to provide security for another's obligations without being directly liable for the underlying debt. This document, governed by English and Welsh law, details the pledged assets, enforcement mechanisms, and the parties' respective rights and obligations. It's commonly used in corporate finance, family business arrangements, and group company structures where one entity provides security for another's borrowing. The agreement must comply with English law requirements for creating valid security interests and include provisions for registration where required.
Suggested Sections

1. 1. Parties: Identification of pledgor, pledgee, and debtor

2. 2. Background: Context of the pledge and underlying debt relationship

3. 3. Definitions: Key terms used throughout the agreement including Secured Obligations, Pledge Assets, and Security Period

4. 4. Pledge: Core provisions creating the security interest, including nature and scope of the pledge

5. 5. Representations and Warranties: Statements about ownership, authority to pledge, and absence of encumbrances

6. 6. Covenants: Ongoing obligations regarding maintenance and preservation of pledged assets

7. 7. Enforcement: Rights and procedures for enforcing the pledge, including events of default

8. 8. Preservation of Security: Provisions ensuring pledge remains effective throughout security period

9. 9. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction of courts

Optional Sections

1. Further Assurance: Additional actions pledgor must take to perfect security, used for complex assets or multiple jurisdictions

2. Power of Attorney: Authority for pledgee to act on pledgor's behalf in specified circumstances

3. Notices: Communication procedures between parties, relevant for complex arrangements

4. Registration Requirements: Specific provisions regarding registration of security, used when pledge requires registration

Suggested Schedules

1. Schedule 1 - Pledged Assets: Detailed description and/or list of assets subject to the pledge

2. Schedule 2 - Form of Notice: Template notices for perfecting security and notifying relevant parties

3. Schedule 3 - Secured Obligations: Detailed description of the underlying obligations secured by the pledge

4. Appendix A - Asset Documents: Copies of relevant certificates, documentation, or title documents relating to pledged assets

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Law of Property Act 1925: Primary legislation governing property rights and security interests in England and Wales. Key for understanding the fundamental principles of creating and enforcing security interests through pledges.

Financial Collateral Arrangements (No.2) Regulations 2003: Specific regulations governing arrangements involving financial collateral, providing rules for creation, perfection and enforcement of security over financial assets.

Companies Act 2006: Key legislation for corporate pledgors, covering registration requirements for charges and security interests, and corporate governance aspects of creating security.

Consumer Credit Act 1974: Relevant when the pledgor is an individual and the pledge relates to consumer credit arrangements. Provides consumer protection measures.

Insolvency Act 1986: Contains provisions regarding the treatment of security interests during insolvency proceedings and the rights of secured creditors.

Common Law Security Principles: Established case law principles regarding creation, perfection, and enforcement of security interests, including pledge requirements.

Financial Services and Markets Act 2000: Regulatory framework for financial services activities, relevant if the pledge arrangement involves regulated financial activities.

Civil Procedure Rules: Procedural rules governing the enforcement of security interests through the English courts.

Retained EU Law: Post-Brexit retained European Union regulations affecting security interests and financial arrangements in UK law.

Registration Requirements: Various registration obligations including Companies House registration for corporate pledgors and specific asset registries where applicable.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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