Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
DEED OF PLEDGE (UNIVERSALITY OF MOVABLE PROPERTY)
This Deed of Pledge is made and entered into on this {{day}} day of {{month}}, {{year}}
BY AND BETWEEN:
{{pledgor_company_name}}, a company duly incorporated under the laws of {{country}}, with registration number {{pledgor_registration_number}}, and having its registered office at {{pledgor_address}} (hereinafter referred to as "the Pledgor")
AND
{{pledgee_company_name}}, a company duly incorporated under the laws of {{country}}, with registration number {{pledgee_registration_number}}, and having its registered office at {{pledgee_address}} (hereinafter referred to as "the Pledgee")
WHEREAS
A. The Pledgor is indebted to the Pledgee in the amount of {{loan_amount}} ({{loan_amount_words}}) (the "Secured Indebtedness") under the terms of a loan agreement dated {{loan_agreement_date}} (the "Loan Agreement").
B. The Pledgor has agreed to pledge the universality of its movable property to the Pledgee as security for the due and punctual payment and performance of the Secured Indebtedness.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. PLEDGE
The Pledgor hereby pledges, encumbers, and hypothecates to the Pledgee, as a continuing first pledge and security for the due and punctual payment and performance of the Secured Indebtedness, the universality of all its present and future movable property, wheresoever situate, including but not limited to, all inventory, accounts receivable, equipment, machinery, motor vehicles, intellectual property, bank accounts, and all other movable assets, whether tangible or intangible (hereinafter collectively referred to as "the Pledged Property").
2. DELIVERY AND POSSESSION
The Pledgor acknowledges that, by virtue of this Deed, constructive delivery of the Pledged Property is effected, and the Pledgee shall have the right, at its sole discretion, to take actual possession of the Pledged Property upon any default by the Pledgor hereunder or under the Loan Agreement.
3. WARRANTIES AND REPRESENTATIONS
The Pledgor hereby warrants and represents that:
(a) It is the lawful and unencumbered owner of the Pledged Property.
(b) The Pledged Property is free from any prior pledges, liens, encumbrances, or security interests, save for those disclosed to and approved by the Pledgee in writing.
(c) It has the full power and authority to enter into this Deed and to pledge the Pledged Property.
4. COVENANTS OF THE PLEDGOR
The Pledgor covenants and agrees that it shall:
(a) Maintain the Pledged Property in good order and condition.
(b) Keep the Pledged Property insured against all risks as the Pledgee may require, with the Pledgee's interest noted on the policy.
(c) Not sell, alienate, encumber, or dispose of the Pledged Property, or any part thereof, without the prior written consent of the Pledgee.
(d) Permit the Pledgee or its representatives to inspect the Pledged Property at all reasonable times.
(e) Promptly notify the Pledgee of any event or circumstance that may adversely affect the value or title to the Pledged Property.
5. EVENTS OF DEFAULT
Any of the following shall constitute an event of default hereunder:
(a) Failure by the Pledgor to pay any amount due under the Loan Agreement or this Deed when due.
(b) Breach by the Pledgor of any term, condition, or covenant contained in this Deed or the Loan Agreement.
(c) Any representation or warranty made by the Pledgor in this Deed proving to be untrue or incorrect in any material respect.
(d) The Pledgor becoming insolvent, entering into liquidation, or having a receiver or administrator appointed over its assets.
6. REMEDIES OF THE PLEDGEE UPON DEFAULT
Upon the occurrence of an event of default, the Pledgee shall be entitled, without prejudice to any other rights or remedies it may have, to:
(a) Immediately take possession of the Pledged Property.
(b) Sell the Pledged Property, or any part thereof, by public auction or private treaty, and apply the proceeds of such sale towards the satisfaction of the Secured Indebtedness.
(c) Exercise any other rights and remedies available to a pledgee under the laws of {{country}}.
7. APPLICABLE LAW AND JURISDICTION
This Deed shall be governed by and construed in accordance with the laws of {{country}}. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of {{country}} for the resolution of any disputes arising out of or in connection with this Deed.
8. NOTICES
All notices and communications hereunder shall be in writing and addressed to the parties at their respective addresses set forth above, or such other address as a party may designate by notice to the other party.
9. GENERAL PROVISIONS
(a) This Deed constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral.
(b) No amendment or waiver of any provision of this Deed shall be effective unless in writing and signed by both parties.
(c) If any provision of this Deed is held to be invalid or unenforceable, such provision shall be severed from this Deed, and the remainder of this Deed shall continue in full force and effect.
(d) This Deed may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Deed of Pledge on the date first above written.
___________________________
For: {{pledgor_company_name}}
Name: {{pledgor_authorized_signatory_name}}
Title: {{pledgor_authorized_signatory_title}}
___________________________
For: {{pledgee_company_name}}
Name: {{pledgee_authorized_signatory_name}}
Title: {{pledgee_authorized_signatory_title}}
WITNESSES:
1. Name: {{witness_1_name}}
Address: {{witness_1_address}}
Signature: ___________________________
2. Name: {{witness_2_name}}
Address: {{witness_2_address}}
Signature: ___________________________
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