The Promissory Note and Security Agreement is a crucial document in Philippine commercial transactions, commonly used when a lender requires both a formal acknowledgment of debt and collateral security. This dual-purpose document is particularly relevant in business financing, equipment loans, and other secured lending arrangements in the Philippines. It combines the essential elements of a negotiable instrument under the Negotiable Instruments Law with security provisions compliant with the Personal Property Security Act. The document is designed to protect the lender's interests by providing clear evidence of the debt obligation while simultaneously creating an enforceable security interest in the borrower's assets. It's frequently used by banks, financial institutions, and private lenders in both commercial and personal lending contexts where collateral backing is required for the loan.
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1. Parties: Identification of the Lender (Secured Party) and Borrower (Debtor), including complete legal names and addresses
2. Background: Brief context of the loan transaction and security arrangement
3. Definitions: Key terms used throughout the agreement, including 'Collateral', 'Obligations', 'Event of Default', etc.
4. Promise to Pay: The core promissory note elements: principal amount, interest rate, payment terms, and maturity date
5. Grant of Security Interest: Creation and grant of the security interest in the collateral
6. Description of Collateral: Detailed description of the assets serving as collateral
7. Representations and Warranties: Borrower's statements regarding ownership of collateral, authority to enter agreement, etc.
8. Covenants: Ongoing obligations of the Borrower regarding maintenance of collateral and other requirements
9. Events of Default: Circumstances constituting default and triggering remedies
10. Remedies: Lender's rights and remedies upon default
11. Miscellaneous: Standard provisions including notices, amendments, governing law, etc.
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 Provisions: For complex security arrangements involving multiple types of collateral
4. Special Payment Terms: For arrangements with unique payment structures or prepayment options
5. Cross-Default Provisions: When the note is part of a larger financing arrangement
6. Collection Costs: Specific provisions for recovery of enforcement costs
7. Joint and Several Liability: When there are multiple borrowers
1. Schedule A - Collateral Description: Detailed itemization and description of all assets serving as collateral
2. Schedule B - Payment Schedule: Amortization table or detailed payment terms if installment payments are involved
3. Schedule C - Permitted Liens: List of any pre-existing liens or encumbrances on the collateral
4. Schedule D - Additional Borrower Information: Supplementary information about the borrower, including business locations and collateral locations
5. Appendix 1 - Form of Notice: Standard form for providing notices under the agreement
6. Appendix 2 - Insurance Requirements: Detailed insurance specifications for the collateral
Relevant legal definitions
Agreement
Borrower
Business Day
Collateral
Default Interest Rate
Event of Default
Effective Date
Enforcement Rights
Guaranteed Obligations
Interest Rate
Lender
Loan Amount
Maturity Date
Obligations
Payment Date
Permitted Liens
Principal Amount
Proceeds
Secured Obligations
Security Interest
Default
Guarantor
Indebtedness
Lien
Material Adverse Effect
Notice
Person
Philippine Peso
Repayment Schedule
Transaction Documents
Borrower
Business Day
Collateral
Default Interest Rate
Event of Default
Effective Date
Enforcement Rights
Guaranteed Obligations
Interest Rate
Lender
Loan Amount
Maturity Date
Obligations
Payment Date
Permitted Liens
Principal Amount
Proceeds
Secured Obligations
Security Interest
Default
Guarantor
Indebtedness
Lien
Material Adverse Effect
Notice
Person
Philippine Peso
Repayment Schedule
Transaction Documents
Clauses
Promise to Pay
Security Interest
Collateral Description
Interest Rate
Payment Terms
Default
Remedies
Representations and Warranties
Covenants
Conditions Precedent
Security Enforcement
Assignment
Notices
Amendment
Governing Law
Jurisdiction
Force Majeure
Severability
Entire Agreement
Further Assurance
Registration
Insurance
Indemnification
Confidentiality
Costs and Expenses
Waiver
Acceleration
Set-off Rights
Collections
Default Interest
Security Interest
Collateral Description
Interest Rate
Payment Terms
Default
Remedies
Representations and Warranties
Covenants
Conditions Precedent
Security Enforcement
Assignment
Notices
Amendment
Governing Law
Jurisdiction
Force Majeure
Severability
Entire Agreement
Further Assurance
Registration
Insurance
Indemnification
Confidentiality
Costs and Expenses
Waiver
Acceleration
Set-off Rights
Collections
Default Interest
Relevant Industries
Banking
Financial Services
Small and Medium Enterprises
Real Estate
Manufacturing
Agriculture
Retail
Construction
Technology
General Commerce
Relevant Teams
Legal
Finance
Credit Risk
Treasury
Compliance
Commercial Lending
Collections
Business Development
Corporate Secretariat
Relevant Roles
Chief Financial Officer
Finance Manager
Legal Counsel
Credit Officer
Loan Officer
Risk Manager
Treasury Manager
Corporate Secretary
Business Development Manager
Commercial Lending Officer
Collections Manager
Compliance Officer
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