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1. Parties: Identifies and defines the contracting parties - typically the borrower/obligor making the negative pledge and the beneficiary (usually a lender)
2. Background: Sets out the context of the agreement, typically referencing any related facility agreement or main transaction documents
3. Definitions and Interpretation: Defines key terms used in the agreement including 'Security Interest', 'Assets', 'Permitted Security', etc. and sets out interpretation rules
4. Negative Pledge Covenant: The core obligation where the obligor commits not to create or permit to subsist any security interest over its assets
5. Permitted Security: Lists exceptions to the negative pledge where certain security interests are allowed to be created
6. Representations and Warranties: Obligor's confirmations regarding its assets, existing security interests, and capacity to enter into the agreement
7. Duration: Specifies how long the negative pledge obligations remain in force
8. Remedies: Sets out the consequences of breach and available remedies to the beneficiary
9. Notices: Specifies how and where notices under the agreement must be given
10. Governing Law and Jurisdiction: Specifies Hong Kong law as governing law and jurisdiction for disputes
1. Information Undertakings: Used in more complex agreements where the obligor must provide regular information about its assets and any security interests
2. Further Assurance: Include when additional documentation or actions might be needed to give effect to the negative pledge
3. Assignment and Transfer: Include when rights under the agreement may need to be transferred, especially in syndicated lending contexts
4. Amendments and Waivers: Include in complex agreements where flexibility for modifications may be needed
5. Counterparts: Include when the agreement may need to be executed in multiple copies
6. Third Party Rights: Include when rights might need to be extended to non-parties or to explicitly exclude third party rights
7. Agent Provisions: Include when there are multiple beneficiaries and an agent structure is used
1. Form of Notice: Template for any notices required under the agreement
2. Specified Assets: Detailed list of assets covered by the negative pledge, if not all assets are included
3. Existing Security Interests: List of security interests existing at the time of the agreement that are permitted to continue
4. Permitted Security Interest Categories: Detailed descriptions of categories of security interests that are permitted exceptions to the negative pledge
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