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Negative Pledge Agreement Template for Singapore

A Negative Pledge Agreement under Singapore law is a contractual undertaking where a borrower agrees not to create or permit any security interests over its assets in favor of third parties, subject to specified exceptions. The agreement operates within Singapore's robust legal framework, particularly the Companies Act and Property Law Act, providing creditors with contractual protection against subsequent encumbrance of the borrower's assets. It includes detailed provisions on permitted security, compliance monitoring, and remedies for breach.

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What is a Negative Pledge Agreement?

The Negative Pledge Agreement is a crucial credit protection instrument in Singapore's lending landscape. It is typically used alongside primary facility agreements to enhance a creditor's position by preventing the borrower from granting competing security interests to other parties. The document addresses key aspects such as permitted exceptions, monitoring mechanisms, and enforcement rights, all within Singapore's legal framework. This type of agreement is particularly valuable in unsecured lending arrangements where the lender seeks indirect protection of the borrower's asset base without taking direct security.

What sections should be included in a Negative Pledge 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

What sections are optional to include in a Negative Pledge Agreement?

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

What schedules should be included in a Negative Pledge Agreement?

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Singapore

Document Type

Security Agreement

Cost

Free to use

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