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Negative Pledge Agreement
"Need a Negative Pledge Agreement for a Singapore-based manufacturing company taking out a $5M unsecured loan, with specific carve-outs for equipment leasing and trade finance arrangements to be permitted under the agreement."
1. Parties: Identification of the pledgor and the beneficiary/creditor
2. Background: Context of the agreement, including reference to primary facility or loan agreement
3. Definitions: Key terms including 'Security Interest', 'Permitted Security', 'Secured Obligations'
4. Negative Pledge Undertaking: Core covenant not to create or permit security interests over assets
5. Permitted Security: Exceptions to the negative pledge covenant
6. Duration: Term of the agreement and conditions for termination
7. Remedies: Rights and remedies in case of breach
8. Governing Law and Jurisdiction: Choice of Singapore law and jurisdiction
1. Representations and Warranties: Pledgor's statements about existing security interests and when additional comfort is needed about existing arrangements
2. Information Undertakings: Obligations to provide information about assets and security, particularly for complex asset structures or higher-risk transactions
3. Further Assurance: Obligation to execute additional documents if needed, used when future actions might be required to perfect the arrangement
4. Assignment and Transfer: Rights to assign or transfer rights under the agreement, used when the beneficiary might want to transfer rights
1. Schedule of Existing Security Interests: List of pre-existing security interests that are carved out
2. Schedule of Secured Assets: Description of assets subject to the negative pledge
3. Schedule of Permitted Security: Detailed list of permitted exceptions to the negative pledge
4. Form of Compliance Certificate: Template for periodic confirmation of compliance
Authors
Assets
Business Day
Charged Assets
Default
Disposal
Effective Date
Encumbrance
Event of Default
Existing Security
Finance Documents
Financial Indebtedness
Group
Group Company
Liens
Material Adverse Effect
Negative Pledge
Permitted Security
Potential Event of Default
Quasi-Security
Related Rights
Relevant Period
Security
Security Interest
Secured Obligations
Secured Parties
Singapore Dollars
Subsidiary
Tax
Transaction Documents
Underlying Documents
Permitted Security
Representations and Warranties
Further Assurance
Information Undertakings
Compliance Certificate
Duration
Events of Default
Remedies
Notices
Assignment and Transfer
Amendments and Waivers
Severability
Counterparts
Costs and Expenses
Confidentiality
Third Party Rights
Set-off
Entire Agreement
Governing Law
Jurisdiction
Service of Process
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