The Negative Pledge Agreement is a crucial document in Irish financing arrangements, typically used alongside facility agreements and other security documents. It serves as a protective mechanism for lenders by restricting the borrower's ability to grant security interests over its assets to other parties. This document is particularly relevant in unsecured lending scenarios or where lenders want additional protection beyond their existing security package. The agreement must comply with Irish law requirements and typically includes detailed provisions on permitted security, compliance monitoring, and enforcement mechanisms. It's commonly used in corporate financing, project finance, and general commercial lending transactions where maintaining the lender's priority position is crucial.
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1. Parties: Identification of the pledgor and pledgee(s)
2. Background: Context of the agreement, including reference to any related facility agreements or other financing arrangements
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Negative Pledge Undertaking: Core covenant not to create or permit to subsist any security interest over assets
5. Permitted Security: Specific exceptions to the negative pledge undertaking
6. Representations and Warranties: Pledgor's confirmations regarding capacity, authority, and existing encumbrances
7. Duration: Term of the negative pledge and conditions for termination
8. Events of Default: Circumstances constituting breach and triggering enforcement rights
9. Remedies: Rights and remedies available upon breach
10. Further Assurance: Obligation to execute further documents and take additional steps if required
11. Notices: Process and requirements for formal communications between parties
12. Governing Law and Jurisdiction: Confirmation of Irish law governance and jurisdiction of Irish courts
1. Security Trustee Provisions: Required when there are multiple creditors and a security trustee structure is used
2. Specific Asset Provisions: Include when certain categories of assets require special treatment or exceptions
3. Intercreditor Provisions: Required when there are multiple creditors with different priorities
4. Information Undertakings: Additional reporting requirements regarding creation of security interests
5. Change of Control: Include when pledge obligations need to address ownership changes
6. Costs and Expenses: Detailed provisions on cost allocation, particularly for complex transactions
1. Schedule 1 - Secured Obligations: Details of the underlying obligations protected by the negative pledge
2. Schedule 2 - Permitted Security: Comprehensive list of permitted exceptions to the negative pledge
3. Schedule 3 - Form of Compliance Certificate: Template for periodic confirmation of compliance with pledge obligations
4. Schedule 4 - Existing Security: List of security interests existing at the time of agreement that are permitted to continue
5. Appendix A - Notice Requirements: Detailed procedures for serving notices under the agreement
Relevant legal definitions
Affiliate
Assets
Business Day
Change of Control
Charged Assets
Compliance Certificate
Default
Disposal
Effective Date
Encumbrance
Event of Default
Excluded Assets
Existing Security
Finance Documents
Financial Indebtedness
Group
Holding Company
Insolvency Event
Legal Reservation
Lender
Material Adverse Effect
Obligations
Parties
Permitted Security
Pledge
Pledged Assets
Pledgor
Quasi-Security
Related Rights
Secured Obligations
Secured Parties
Security
Security Interest
Security Period
Security Trust Deed
Subsidiary
Termination Date
Transaction Documents
Transaction Security
Assets
Business Day
Change of Control
Charged Assets
Compliance Certificate
Default
Disposal
Effective Date
Encumbrance
Event of Default
Excluded Assets
Existing Security
Finance Documents
Financial Indebtedness
Group
Holding Company
Insolvency Event
Legal Reservation
Lender
Material Adverse Effect
Obligations
Parties
Permitted Security
Pledge
Pledged Assets
Pledgor
Quasi-Security
Related Rights
Secured Obligations
Secured Parties
Security
Security Interest
Security Period
Security Trust Deed
Subsidiary
Termination Date
Transaction Documents
Transaction Security
Clauses
Interpretation
Definitions
Negative Pledge
Permitted Security
Representations and Warranties
Undertakings
Duration
Further Assurance
Events of Default
Remedies
Indemnification
Assignment and Transfer
Amendments and Waivers
Notices
Severability
Counterparts
Entire Agreement
Third Party Rights
Confidentiality
Costs and Expenses
Force Majeure
Governing Law
Jurisdiction
Service of Process
Definitions
Negative Pledge
Permitted Security
Representations and Warranties
Undertakings
Duration
Further Assurance
Events of Default
Remedies
Indemnification
Assignment and Transfer
Amendments and Waivers
Notices
Severability
Counterparts
Entire Agreement
Third Party Rights
Confidentiality
Costs and Expenses
Force Majeure
Governing Law
Jurisdiction
Service of Process
Relevant Industries
Banking & Financial Services
Real Estate
Manufacturing
Technology
Retail
Healthcare
Infrastructure
Energy
Telecommunications
Professional Services
Relevant Teams
Legal
Finance
Treasury
Risk Management
Compliance
Corporate Secretariat
Credit
Banking Operations
Securities Administration
Relevant Roles
Chief Financial Officer
Finance Director
Treasury Manager
Legal Counsel
Corporate Lawyer
Banking Lawyer
Risk Manager
Credit Manager
Compliance Officer
Corporate Secretary
Finance Manager
Loan Officer
Security Trustee Officer
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