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Negative Pledge Agreement
"I need a Negative Pledge Agreement under Saudi Arabian law for a syndicated facility agreement closing on March 15, 2025, where the borrower is a manufacturing company with subsidiaries in multiple GCC countries, and we need to include specific carve-outs for existing project finance security."
1. Parties: Identification of the parties including the borrower/promisor and the beneficiary/promisee
2. Background: Context of the agreement, including reference to any facility agreement or main financing transaction
3. Definitions: Key terms used in the agreement, including 'Security Interest', 'Permitted Security', and 'Secured Assets'
4. Negative Pledge Covenant: Core undertaking not to create or permit to subsist any security interest over the specified assets
5. Permitted Security: Exceptions to the negative pledge covenant, listing specifically allowed security interests
6. Representations and Warranties: Statements about the borrower's current position regarding existing security interests and capacity to enter into the agreement
7. Duration: Period for which the negative pledge remains in effect, typically linked to the underlying facility
8. Compliance and Reporting: Obligations to report on compliance and notify of any potential breaches
9. Remedies: Consequences of breach and available remedies, subject to Shariah principles
10. Governing Law and Jurisdiction: Confirmation of Saudi law as governing law and jurisdiction of Saudi courts
1. Further Assurance: Additional undertakings to perfect or protect the negative pledge, used in complex transactions
2. Shariah Compliance Declaration: Explicit confirmation of Shariah compliance, used when required by regulatory authorities or Islamic financial institutions
3. Multiple Beneficiaries Provisions: Provisions dealing with multiple beneficiaries of the negative pledge, used in syndicated facilities
4. Cross-Border Provisions: Additional provisions for international transactions involving assets in multiple jurisdictions
5. Security Agent Provisions: Provisions regarding the appointment and role of a security agent, used in syndicated facilities
6. Accession Provisions: Mechanism for additional parties to accede to the agreement, used in expandable facilities
1. Schedule 1 - Specified Assets: Detailed list of assets covered by the negative pledge
2. Schedule 2 - Permitted Security: Detailed list and description of permitted security interests
3. Schedule 3 - Form of Compliance Certificate: Template for periodic compliance certification
4. Schedule 4 - Existing Security Interests: List of any pre-existing security interests that are carved out from the negative pledge
5. Appendix A - Form of Accession Deed: Template for new parties joining the agreement, if applicable
6. Appendix B - Form of Notice to Third Parties: Template for notifying relevant third parties of the negative pledge restrictions
Authors
Banking and Financial Services
Islamic Finance
Real Estate and Construction
Manufacturing and Industrial
Energy and Natural Resources
Healthcare
Telecommunications
Retail and Consumer Goods
Transportation and Logistics
Technology
Legal
Finance
Treasury
Compliance
Risk Management
Corporate Banking
Islamic Banking
Credit
Corporate Secretariat
Investment
Legal Counsel
Finance Director
Chief Financial Officer
Treasury Manager
Compliance Officer
Risk Manager
Corporate Banking Manager
Islamic Finance Specialist
Credit Risk Officer
Corporate Secretary
Investment Manager
Shariah Compliance Officer
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