The Guaranty and Security Agreement is a crucial document in Philippine commercial transactions, particularly in financing arrangements where additional security is required beyond the primary obligor's commitments. This document is commonly used when a lender or creditor requires both a personal guarantee and collateral security to support a primary obligation, such as a loan or credit facility. The agreement must comply with Philippine law requirements, including the Civil Code provisions on guarantees and the Personal Property Security Act's requirements for creating and perfecting security interests. It combines the features of a guaranty (a promise to answer for another's debt) with a security agreement (creating enforceable rights over specific collateral), making it particularly valuable in complex financing transactions. The document is especially relevant in corporate group structures where parent companies guarantee subsidiaries' obligations or in situations where substantial assets are available for collateral.
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1. Parties: Identifies the Guarantor, the Secured Party/Creditor, and the Principal Debtor (if different from the Guarantor)
2. Background: Describes the underlying transaction or relationship giving rise to the guaranteed obligations and security arrangement
3. Definitions: Defines key terms used throughout the agreement, including types of collateral, obligations, and relevant legal concepts
4. Guarantee: Sets out the scope and nature of the guarantee, including the guaranteed obligations and the guarantor's undertaking
5. Grant of Security Interest: Establishes the creation and grant of security interest over the collateral in favor of the secured party
6. Representations and Warranties: Statements by the guarantor regarding their authority, ownership of collateral, and other material facts
7. Covenants: Ongoing obligations of the guarantor regarding maintenance of collateral, financial conditions, and reporting requirements
8. Events of Default: Lists circumstances that constitute default under the agreement
9. Enforcement Rights and Remedies: Details the secured party's rights and remedies upon default, including collection and disposition of collateral
10. Miscellaneous Provisions: Standard contractual provisions including notices, amendments, governing law, and dispute resolution
1. Continuing Security: Used when the security interest needs to cover future obligations or revolving credit facilities
2. Intercreditor Provisions: Required when multiple creditors have security interests in the same collateral
3. Insurance Requirements: Included when specific insurance coverage for the collateral is required
4. Control Agreements: Needed when the collateral includes deposit accounts or investment property requiring third-party control arrangements
5. Subordination Provisions: Used when certain creditor rights need to be subordinated to others
6. Special Covenants for Regulated Industries: Required when the guarantor operates in a regulated industry with specific compliance requirements
1. Schedule of Collateral: Detailed description and inventory of all assets serving as collateral
2. Schedule of Guaranteed Obligations: Specific list or description of the obligations being guaranteed
3. Schedule of Permitted Liens: List of pre-existing or permitted security interests affecting the collateral
4. Schedule of Intellectual Property: Detailed list of IP rights included in the collateral, if applicable
5. Schedule of Locations: List of locations where collateral is stored or maintained
6. Appendix - Forms: Standard forms for notices, collateral reports, and other required communications
7. Appendix - Perfection Requirements: Specific steps and documents required for perfecting the security interest
Relevant legal definitions
Clauses
Relevant Industries
Banking and Financial Services
Real Estate and Property Development
Manufacturing
Trading and Distribution
Construction
Agriculture
Technology and Communications
Energy and Utilities
Infrastructure
Retail and Consumer Goods
Transportation and Logistics
Relevant Teams
Legal
Finance
Risk Management
Compliance
Treasury
Corporate Banking
Credit Administration
Documentation
Collateral Management
Corporate Secretarial
Relevant Roles
Chief Financial Officer
Legal Counsel
Corporate Secretary
Finance Director
Credit Risk Manager
Compliance Officer
Treasury Manager
Security Documentation Officer
Loan Officer
Risk Assessment Manager
Corporate Banking Manager
Security Trustee Officer
Collateral Manager
Legal Documentation Specialist
Finance Manager
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