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Subordinated Creditors Security Agreement for Philippines

Subordinated Creditors Security Agreement Template for Philippines

A comprehensive security agreement governed by Philippine law that establishes and regulates the security interests and priorities between different classes of creditors in a financing arrangement. The document creates a framework for subordinated debt relationships, detailing the creation, perfection, and enforcement of security interests in accordance with Philippine legislation, particularly the Personal Property Security Act and Civil Code. It sets out the rights, obligations, and remedies of all parties involved, including enforcement mechanisms and distribution of proceeds, while ensuring compliance with local registration and perfection requirements.

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What is a Subordinated Creditors Security Agreement?

The Subordinated Creditors Security Agreement is a crucial document in complex financing structures where multiple creditors hold different levels of priority in relation to a borrower's obligations. This agreement is particularly relevant in the Philippine context where secured lending transactions must comply with specific local law requirements, including the Personal Property Security Act and Civil Code. The document is typically used in scenarios involving substantial debt financing where junior creditors agree to subordinate their claims to those of senior creditors, while maintaining security interests in the borrower's assets. It addresses key aspects such as security creation, perfection requirements, enforcement mechanisms, and the waterfall of payments in enforcement scenarios. The agreement must be carefully structured to ensure enforceability under Philippine law and to properly protect the interests of all parties involved in the financing arrangement.

What sections should be included in a Subordinated Creditors Security Agreement?

1. Parties: Identifies all parties to the agreement including the subordinated creditors, senior creditors, security agent (if any), and the debtor

2. Background: Sets out the context of the agreement, including reference to the primary credit facilities and the need for subordination

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Subordination and Priority: Details the subordination arrangements and establishes payment priorities between creditors

5. Creation of Security Interest: Establishes the security interest over the collateral and specifies the secured obligations

6. Perfection and Registration: Sets out requirements for perfecting the security interest under Philippine law

7. Representations and Warranties: Contains standard and security-specific representations and warranties from the parties

8. Covenants: Details positive and negative obligations of the parties regarding the security and subordination

9. Enforcement: Specifies enforcement rights, remedies, and procedures following an event of default

10. Application of Proceeds: Establishes the waterfall for distribution of enforcement proceeds

11. Power of Attorney: Grants necessary powers to enforce security interests and take required actions

12. Changes to Parties: Procedures for transfers, assignments, and additions of new parties

13. Notices: Communication requirements and contact details for notices between parties

14. Miscellaneous: Standard boilerplate provisions including governing law, jurisdiction, and severability

15. Execution: Signature blocks and execution formalities

What sections are optional to include in a Subordinated Creditors Security Agreement?

1. Security Agent Provisions: Required when a security agent is appointed to hold and enforce security on behalf of multiple creditors

2. Intercreditor Provisions: Detailed provisions governing relationships between different classes of creditors, needed for complex financing structures

3. Real Property Security: Additional provisions required when real property forms part of the security package

4. Intellectual Property Security: Specific provisions for securing intellectual property rights

5. Insurance: Detailed insurance requirements and assignment of insurance proceeds

6. Bank Accounts: Provisions dealing with secured bank accounts and control agreements

7. Further Assurance: Additional undertakings to perfect or protect security interests in specific jurisdictions

8. Parallel Debt: Required in certain structures to facilitate security agent arrangements

What schedules should be included in a Subordinated Creditors Security Agreement?

1. Schedule of Secured Parties: List of all secured creditors and their respective commitments or exposure

2. Schedule of Security Assets: Detailed description of all assets subject to the security interest

3. Form of Accession Deed: Standard form for new parties to accede to the agreement

4. Schedule of Existing Security: Details of any existing security interests affecting the secured assets

5. Forms of Notices: Standard forms of notices required for perfection of security

6. Schedule of Bank Accounts: Details of all bank accounts subject to security

7. Priority Rankings: Detailed breakdown of creditor rankings and payment priorities

8. Required Filings and Registrations: List of all required filings and registrations under Philippine law

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Philippines

Publisher

Ƶ

Document Type

Security Agreement

Cost

Free to use
Relevant legal definitions






































































Clauses

































Relevant Industries

Banking & Financial Services

Real Estate & Construction

Infrastructure

Manufacturing

Energy & Utilities

Mining & Resources

Telecommunications

Transportation & Logistics

Healthcare

Retail & Consumer Goods

Relevant Teams

Legal

Finance

Treasury

Compliance

Risk Management

Corporate Secretariat

Credit

Transaction Management

Corporate Finance

Debt Capital Markets

Relevant Roles

Chief Financial Officer

Finance Director

Treasury Manager

Legal Counsel

Corporate Lawyer

Compliance Officer

Credit Risk Manager

Security Trustee

Loan Officer

Transaction Manager

Corporate Secretary

Risk Manager

Finance Manager

Banking Relationship Manager

Debt Restructuring Specialist

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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