The Note and Security Agreement is a fundamental document in Philippine secured lending transactions, combining the functions of a promissory note and a security agreement into a single instrument. This document is typically used when a lender requires collateral to secure a loan, ensuring both the promise to pay and the security interest are documented together. It must comply with Philippine legal requirements, including the Civil Code, Personal Property Security Act, and Bangko Sentral ng Pilipinas regulations. The agreement is particularly valuable in commercial lending scenarios where clear documentation of both the debt obligation and the security arrangement is crucial for enforceability and risk management.
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1. Parties: Identification of the Lender and Borrower with complete legal names and addresses
2. Background: Context of the loan arrangement and security agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Loan Terms: Principal amount, interest rate, payment schedule, and maturity date
5. Security Interest: Description of collateral and grant of security interest
6. Representations and Warranties: Borrower's assertions about their legal capacity, collateral ownership, and business condition
7. Covenants: Ongoing obligations of the Borrower regarding business operations and collateral maintenance
8. Perfection of Security Interest: Requirements and procedures for perfecting the security interest under Philippine law
9. Events of Default: Circumstances constituting default under the agreement
10. Remedies: Lender's rights and remedies upon default
11. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Guaranty: Include when there is a third-party guarantor for the loan
2. Insurance Requirements: Detailed insurance requirements when collateral must be insured
3. Additional Security Documents: Reference to additional security documents when multiple forms of security are involved
4. Cross-Default Provisions: Include when the borrower has other significant loans or obligations
5. Corporate Authorizations: Include when borrower is a corporation, detailing required corporate approvals
6. Financial Covenants: Include for business loans requiring specific financial performance metrics
7. Subordination Provisions: Include when there are multiple creditors requiring priority arrangements
1. Schedule A - Collateral Description: Detailed description of all assets serving as collateral
2. Schedule B - Payment Schedule: Amortization schedule showing payment dates and amounts
3. Schedule C - Permitted Liens: List of pre-existing liens or encumbrances on the collateral
4. Schedule D - Filing Locations: List of jurisdictions where security interests must be registered
5. Appendix 1 - Form of Promissory Note: Standard form of promissory note to be executed
6. Appendix 2 - Security Registration Forms: Required forms for registering security interest with appropriate authorities
7. Appendix 3 - Compliance Certificate: Form for periodic certification of compliance with agreement terms
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate and Property Development
Manufacturing
Agriculture
Technology and Software
Retail and Commerce
Construction
Transportation and Logistics
Small and Medium Enterprises
Energy and Utilities
Relevant Teams
Legal
Finance
Credit Risk
Compliance
Treasury
Corporate Banking
Loan Administration
Collections
Security and Collateral Management
Document Management
Relevant Roles
Chief Financial Officer
Finance Director
Legal Counsel
Corporate Secretary
Credit Risk Manager
Loan Officer
Compliance Officer
Treasury Manager
Financial Controller
Security Documentation Specialist
Commercial Lending Manager
Risk Assessment Officer
Collections Manager
Corporate Banking Officer
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