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Negative Pledge Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

Negative Pledge Agreement

"I need a Negative Pledge Agreement under UAE law for a manufacturing company taking out a syndicated loan of AED 50 million, where the borrower needs to retain the ability to create security over its inventory in the ordinary course of business."

Document background
The Negative Pledge Agreement is a fundamental document in UAE financing transactions, commonly used alongside facility agreements and other security documents. It serves as a key protection mechanism for lenders by restricting a borrower's ability to grant security interests over its assets to other parties. The agreement is particularly relevant in unsecured lending scenarios or where full security packages are not practical or desirable. Under UAE law, while negative pledges may not provide the same level of protection as direct security interests, they form an important contractual obligation that can trigger events of default if breached. The document typically includes detailed provisions on permitted security interests, monitoring requirements, and enforcement mechanisms, all structured to comply with UAE federal laws including the Civil Code (Federal Law No. 5 of 1985) and Commercial Transactions Law (Federal Law No. 18 of 1993).
Suggested Sections

1. Parties: Identification of the parties entering into the agreement, including the debtor/grantor and the beneficiary of the negative pledge

2. Background: Context of the agreement, including reference to any related facility agreements or other financing arrangements

3. Definitions and Interpretation: Key terms used in the agreement, including 'Security Interest', 'Permitted Security', and other relevant definitions

4. Negative Pledge Covenant: Core provision containing the undertaking not to create or permit to subsist any security interest over the specified assets

5. Permitted Security: List of exceptions to the negative pledge covenant that are explicitly allowed

6. Representations and Warranties: Statements regarding the grantor's authority, capacity, and current status of assets

7. Duration: Period for which the negative pledge remains in effect

8. Events of Default: Circumstances constituting breach of the agreement

9. Remedies: Rights and remedies available to the beneficiary upon breach

10. Governing Law and Jurisdiction: Specification of UAE law as governing law and choice of courts

Optional Sections

1. Information Undertakings: Additional obligations to provide information about assets and potential security interests - include when dealing with significant assets or complex corporate structures

2. Further Assurance: Obligations to execute additional documents or take further steps - relevant for complex transactions or where additional security might be needed

3. Costs and Expenses: Allocation of costs related to the agreement - include when significant costs are anticipated

4. Assignment and Transfer: Provisions regarding the ability to transfer rights under the agreement - relevant for syndicated facilities

5. Power of Attorney: Grant of authority to the beneficiary to execute certain documents - include when stronger enforcement mechanisms are required

Suggested Schedules

1. Schedule 1 - Specified Assets: Detailed list of assets subject to the negative pledge, if not all assets are covered

2. Schedule 2 - Form of Compliance Certificate: Standard form for periodic confirmation of compliance with the negative pledge obligations

3. Schedule 3 - Permitted Security: Detailed list of pre-approved or permitted security interests that are excluded from the negative pledge

4. Appendix A - Notice Requirements: Specific requirements for serving notices under UAE law

5. Appendix B - Authorized Signatories: List of persons authorized to act under the agreement on behalf of each party

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























Clauses






















Relevant Industries

Banking & Financial Services

Real Estate & Construction

Manufacturing & Industrial

Energy & Natural Resources

Healthcare

Technology & Telecommunications

Trading & Commercial

Infrastructure & Projects

Maritime & Shipping

Retail & Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Credit

Corporate Finance

Investment Banking

Commercial Banking

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Compliance Officer

Risk Manager

Credit Manager

Investment Manager

Banking Relationship Manager

Corporate Finance Manager

Financial Controller

Company Secretary

Senior Finance Executive

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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