Negative pledge
What is a negative pledge in a loan agreement?
ONE OF 80 TERMS · FREE · NO SIGNUP
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
A negative pledge is the borrower's undertaking not to give security over its assets to anyone else without the lender's consent. It protects the lender's position whether or not the lender takes security itself, which is why it is the backbone of much unsecured corporate lending and why secured lenders include it too. In practice it is the clause a growing business trips on by accident: an equipment lease or a supplier's registered interest can count as a new security interest, and unless the agreement carves it out, each needs consent first.
BASIS Practitioner judgment from sixteen years in commercial banking, set out in How Bankers Think (Highbank Press, 2026). Every borrower on this site is a composite constructed for teaching, not a client. The market is mid-market commercial lending as practised in New Zealand and Australia; where a convention differs elsewhere, the page says so.
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- 5 Cs of credit
- Cash conversion cycle
- Working capital facility
- Quality of earnings
- Debtor days
- Borrowing base
- Covenant headroom
- Second way out
- Personal guarantee release
- Customer concentration
- Multi-currency facility
- Bankability
- Commitment fee
- Clean-down
- Self-liquidating
- Balloon payment
- Amortisation
- Debt service cover ratio (DSCR)
- Interest cover ratio
- Debt to EBITDA (leverage)
- Dilution (receivables)
- Advance rate
- Hardcore (overdraft)
- Loan to cost (LTC)
- Presales
- Standstill agreement
- Break cost
- Expected loss
- Dividend payout ratio
- Debt per kgMS
- Fixed charge cover ratio (FCCR)
- Global cash flow
- Interest reserve
- General security agreement (GSA)
- Condition precedent (CP)
- Event of default
- Covenant waiver
- Reservation of rights
- Watch list
- Risk grade
- Loan loss provision
- Going concern
- Management accounts
- Term-out
- Subordination
- Intercreditor agreement
- Club facility
- Unsecured lending
- Loan to value ratio (LVR)
- Forced-sale value
- Related-party transactions
- Capitalised costs
- Quantity surveyor (QS)
- Retention (construction)
- Peak debt
- Cash sweep
- Finance lease
- Adjusted EBITDA
- Interest rate swap
- Forward exchange contract
- Maturity transformation
- Risk-weighted assets
- Net interest margin
- Credit cycle
- Yield curve
- Transaction exposure
- Information barrier
- Conflict of interest
- Material non-public information
- Tipping off
- Suitability
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