Negative Pledge Agreement Template for Pakistan

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Key Requirements PROMPT example:

Negative Pledge Agreement

"I need a Negative Pledge Agreement under Pakistani law for a manufacturing company taking a syndicated loan from three banks, with specific carve-outs for existing equipment leases and a list of permitted security up to PKR 50 million."

Document background
The Negative Pledge Agreement is a fundamental document in Pakistani banking and finance practice, commonly used in both domestic and cross-border financing arrangements. It serves as a key protection mechanism for lenders by preventing borrowers from granting security interests over their assets to other creditors, thereby maintaining the lender's position regarding the borrower's unencumbered assets. The agreement must comply with Pakistani law, particularly the Contract Act 1872 and relevant banking regulations, and typically forms part of a larger financing package. It is essential in situations where lenders provide unsecured facilities but want to ensure their position isn't prejudiced by subsequent secured borrowings. The document includes detailed provisions on prohibited actions, exceptions, monitoring requirements, and consequences of breach, all tailored to be enforceable under Pakistani law.
Suggested Sections

1. Parties: Identification of the pledgor and pledgee/beneficiary, including their full legal names, registration details, and addresses

2. Background: Context of the agreement, including reference to any related facility agreements or main transactions

3. Definitions and Interpretation: Key terms including 'Security Interest', 'Permitted Security', 'Assets', and interpretation rules

4. Negative Pledge: Core covenant not to create or permit to subsist any security interest over the assets

5. Permitted Security: List and description of exceptions to the negative pledge covenant

6. Representations and Warranties: Pledgor's statements regarding authority, ownership of assets, and absence of existing encumbrances

7. Duration: Period for which the negative pledge remains in effect

8. Compliance and Reporting: Requirements for periodic confirmation of compliance and notification of potential breaches

9. Events of Default: Circumstances constituting breach and their consequences

10. Remedies: Rights and remedies available to the beneficiary upon breach

11. Governing Law and Jurisdiction: Confirmation of Pakistani law as governing law and jurisdiction for disputes

Optional Sections

1. Security Confirmation: Additional section required when the negative pledge is part of a larger security package

2. Further Assurance: Optional provisions requiring the pledgor to take additional actions to protect the beneficiary's interests

3. Costs and Expenses: Include when there's a need to specify responsibility for costs related to preparation and enforcement

4. Assignment and Transfer: Required if parties want to allow or restrict the transfer of rights under the agreement

5. Notices: Detailed notice provisions needed for more complex arrangements or when parties have specific communication requirements

6. Amendments and Waivers: Required for more formal agreements where modification processes need to be specified

7. Severability: Include when there's particular concern about enforceability of certain provisions

Suggested Schedules

1. Schedule 1 - Assets: Detailed list of assets covered by the negative pledge

2. Schedule 2 - Existing Security Interests: List of pre-existing security interests that are permitted to continue

3. Schedule 3 - Form of Compliance Certificate: Template for periodic compliance confirmation by the pledgor

4. Schedule 4 - Permitted Security Details: Detailed description of permitted security interests and their conditions

5. Appendix A - Corporate Authorizations: Copies of relevant corporate approvals and authorizations

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

Relevant Industries

Banking and Financial Services

Manufacturing

Real Estate and Construction

Energy and Utilities

Infrastructure

Telecommunications

Mining and Natural Resources

Agriculture and Agribusiness

Healthcare

Technology

Transportation and Logistics

Relevant Teams

Legal

Finance

Treasury

Risk Management

Compliance

Corporate Secretarial

Credit

Corporate Finance

Banking Operations

Security Administration

Relevant Roles

Chief Financial Officer

Finance Director

Legal Counsel

Corporate Lawyer

Banking Lawyer

Treasury Manager

Risk Manager

Compliance Officer

Company Secretary

Credit Manager

Financial Controller

Corporate Finance Manager

Banking Relationship Manager

Security Trustee Officer

Loan Officer

Industries
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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