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1. Parties: Identification of the pledgor (party giving the negative pledge) and the beneficiary (typically a lender or security agent)
2. Background: Context of the agreement, including reference to any related financing arrangements
3. Definitions: Definitions of key terms including 'Security Interest', 'Permitted Security', 'Assets', and other relevant terms
4. Negative Pledge Undertaking: Core undertaking not to create or permit to subsist any security interest over the assets
5. Permitted Security: List of exceptions to the negative pledge where security interests are allowed
6. Representations and Warranties: Statements about existing security interests and capacity to enter into the agreement
7. Duration: Period for which the negative pledge remains in effect
8. Consequences of Breach: Results and remedies available if the negative pledge is violated
9. Notices: Process and requirements for giving notices under the agreement
10. Governing Law and Jurisdiction: Specification of Dutch law as governing law and jurisdiction for disputes
1. Further Assurance: Additional undertakings to support the negative pledge, used in more complex transactions
2. Information Undertakings: Obligations to provide information about assets and potential security interests, included when ongoing monitoring is required
3. Third Party Rights: Provisions regarding whether third parties can enforce the agreement, relevant if multiple beneficiaries are involved
4. Costs and Expenses: Allocation of costs related to the agreement, included in more formal or complex arrangements
5. Amendments and Waivers: Process for modifying the agreement, included in more formal arrangements
6. Severability: Provisions for maintaining validity if parts are found unenforceable, included in more formal arrangements
7. Counterparts: Provision for signing in multiple copies, included when parties are in different locations
1. Form of Compliance Certificate: Standard form for periodic confirmation of compliance with the negative pledge
2. Description of Assets: Detailed list or description of assets covered by the negative pledge, used when specific assets are involved rather than all assets
3. Corporate Authorizations: Copies of relevant corporate approvals and authorizations
4. Existing Security Interests: List of any pre-existing security interests that are carved out from the negative pledge
Assets
Business Day
Permitted Security
Security Interest
Security Period
Secured Obligations
Effective Date
Event of Default
Finance Documents
Financial Indebtedness
Group
Group Company
Lender
Material Adverse Effect
Party/Parties
Pledgor
Quasi-Security
Related Rights
Secured Party
Subsidiary
Tax
Working Capital Facilities
Existing Security
Permitted Disposal
Permitted Financial Indebtedness
Relevant Jurisdiction
Security Agent
Security Document
Default
Enforcement Event
Dutch Civil Code
Encumbrance
Original Parties
Definitions
Negative Pledge
Permitted Security
Duration
Representations and Warranties
Further Assurance
Information Undertakings
Events of Default
Remedies
Notice Requirements
Assignment and Transfer
Amendments and Waivers
Severability
Entire Agreement
Governing Law
Jurisdiction
Counterparts
Third Party Rights
Costs and Expenses
Compliance
Termination
Force Majeure
Confidentiality
Banking
Financial Services
Real Estate
Manufacturing
Energy
Infrastructure
Technology
Healthcare
Retail
Transportation
Mining
Agriculture
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Secretariat
Credit
Banking
Corporate Finance
Transaction Management
Legal Counsel
Finance Director
Chief Financial Officer
Treasury Manager
Corporate Lawyer
Banking Lawyer
Compliance Officer
Risk Manager
Credit Manager
Corporate Secretary
Finance Manager
General Counsel
Senior Legal Counsel
Banking and Finance Associate
Transaction Manager
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