REPUBLIC OF THE PHILIPPINES)

__________________________)SS.

LOAN AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Loan Agreement (the “Agreement”), made and executed at Makati City,
Philippines on this __thday of _________________ 2019 by and between:

___________________________, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the Philippines
with office address at _____________________________City,
Philippines, duly represented in this Act by its President,
__________________ (hereinafter referred to as the “Lender”);

-and-

_______________________, a corporation duly organized and

existing under and by virtue of the laws of the Republic of the Philippines
with office address at ____________________City, Philippines, duly
represented in this Act by its President, _________________, and
hereinafter referred to as the “Borrower”.

WITNESSETH:

WHEREAS, Borrower expressed its intention to obtain a loan from Lender and the
latter has agreed to extend said loan to the Borrower in accordance with the terms and
conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the foregoing premises and the
stipulations hereunder, the parties have agreed, as they hereby agree, as follows:

Section 1. Principal Amount - Subject to the terms and conditions set

forth in this Agreement and in the contracts and other documents related hereto or in
implementation hereof (the “Relevant Loan Documents”), the Lender hereby extends a
loan to the Borrower in the principal amount of MILLION PESOS [the “Loan”] and
the Borrower hereby accepts said Loan and acknowledges receipt thereof.

Section 2. Term - Except when renewed upon mutual agreement of both

parties, the Loan shall be for a period of SIX (6) MONTHS from execution hereof and,
together with the corresponding interests thereon, shall be paid, in full, at the Lender’s
office indicated above on _________________without need of presentment, demand,
notice of non-payment and protest, all of which are hereby waived by the Borrower. The
Loan and the other payment obligations of the Borrower under this Agreement and the
Relevant Loan Documents shall subsist until the same shall have been fully paid in
accordance with this Agreement.

Section 3. Interest & Surcharge - The Loan shall bear interest at the rate
of TWO PERCENT (2%) per month which shall be paid monthly, covered by Post
Dated Checks. Any delay in the payment of any amount due under this Agreement shall
be subject to a surcharge equivalent to Three percent (3%)of said unpaid amount per
month of delay computed from the day such payment became due.
 2

Pre-termination of this Agreement may be allowed by the Lender prior to the

maturity of the Loan upon full payment of the Loan. However, the Borrower shall be
liable to pay the guaranteed interest payments due for THREE (3) months.

Section 4. Promissory Note, Post-dated Checks - The Loan releases

shall be further evidenced by a promissory note which the Borrower hereby agrees to
execute prior to the release of the loan, in the form attached herewith as Annex “B“.
The said promissory note, when executed, shall constitute integral part of this
Agreement and shall be among those defined as Relevant Loan Documents. At the same
time, Borrower shall issue and deliver SEVEN (7) post-dated checks, representing the
SIX (6) Monthly Installment and ONE (1) check for the Principal Amount, payable to the
Lender dated in accordance with Sections 2 and 3 hereof as payment for the Loan and
the interests due herein for the duration of the loan.

Section 5. Real Estate Mortgage - The Borrower hereby agrees to secure

the Loan with a first or senior mortgage on the real property situated in
____________ City covered by:

TCT No. ________________

All registered with the Registry of Deeds for the City of Pasay with a total area of
_______________ Square Meters (the “Property”). This mortgage shall be
embodied in a Mortgage Agreement, which shall be signed by the Borrower. The
Mortgage Agreement shall be executed simultaneously with this Agreement and included
as part of the Relevant Loan Documents. The Mortgage Agreement shall be annotated
at the back of the title of the Property prior to the release of Balance of the Loan and
this Agreement shall serve as the authority of the Lender to facilitate said annotation
and all costs for the annotation shall be borne by the Borrower. As such, the Borrower
hereby appoints and designates the Lender, with power of delegation, as its attorney-in-
fact for purposes of registering and annotating the said mortgage.

Section 6. Extent of Mortgage - The Parties hereby agree that the lien
established by the mortgage stated in the immediately preceding Section extends to the
Property, including the improvements thereon, and all property of every nature and
description taken in exchange or replacement therefor, all assets acquired with the
proceeds of the Loan, as well as all improvements, and other property that the Borrower
may acquire, construct, install, attach or use in, upon or in connection with the Property,
any and all of which shall be considered as mortgaged to the Lender for the payment of
or compliance with the obligations stated in this Agreement.

Section 7. Representations and Warranties of the Borrower - The

Borrower represents and warrants the following:

a. That the Borrower has good and marketable title to the Property, free
from all liens and encumbrances, except the mortgage to be created
pursuant to this Agreement; and

b. That the Borrower has the legal capacity and all required consents and
approvals to constitute the mortgage contemplated under this
Agreement.

c. That this Agreement and the Relevant Documents will not violate any
obligation or contract that the Borrower may have with other parties.

Section 8. Payment of Taxes or Charges Due Thereon - All unpaid real

estate taxes due on the Property shall be for the account of the Borrower and the

2
 3

Lender shall pay any unpaid realty taxes directly to the appropriate Assessor’s Office
prior to the release of the proceeds of the Balance of the Loan.

All costs to secure and maintain the Property and all taxes, dues, fees and other
charges imposed on the Property such as for real estate tax, charges or other
assessments due or to be due on the Property shall continue to be borne by the
Borrower who is required to submit to the Lender proof of such payments. The Lender
shall, however, have the right but not the obligation to pay the costs for securing and
maintaining the Property, real estate tax, charges or other assessments due or to be
due on the Property and to demand from the Borrower payment or reimbursement of all
the costs and expenses incurred for such payment/s, including interests or surcharges
that may have been imposed thereon. Such costs and expenses shall be collected from
and paid by the Borrower immediately upon demand of the Lender with interest at the
rate of two percent (2%) per month on such advances, until they are fully paid. If not
paid, said costs, taxes, charges and assessments advanced by Lender including interests
shall form part of the Loan and shall be covered by this Agreement and the Relevant
Loan Documents particularly the Mortgage Agreement executed in accordance with
Section 5 hereof. Any and all taxes arising from the Loan, the Mortgage or the
Promissory Note shall be for the account of the Borrower.

Section 9. Violation of Agreement - In the event that the Borrower

violates this Agreement or fails to perform any of the terms and conditions thereof, the
Lender or its assignees or transferees may, in addition to whatever remedies they may
have by law, under this Agreement, the Mortgage Agreement or the Promissory Note
declare the entire Loan and all other obligations secured by the real estate mortgage
made pursuant to this Agreement due and demandable, and upon failure to receive
payment, foreclose the mortgage judicially or extrajudicially.

Section 10. Foreclosure of Mortgage - In case of extrajudicial foreclosure

under Act No. 3135 as amended, the auction sale shall take place in the city or capital of
the province where the Property are located. Upon any breach of any of the terms
and conditions of this Agreement, the Lender or its assignees or transferees are hereby
irrevocably constituted as the Borrower’s attorney-in-fact, with right of substitution and
with full power and authority to perform such acts that may be necessary or expedient
to convey or otherwise dispose of the Property in accordance with the provisions of Act
No. 3135, as amended, and pending such conveyance or disposition, to perform all acts
of administration and management in the manner most advantageous to or for the best
interest of the Lender or its assignees or transferees.

The Borrower hereby ratifies all that the Lender or its duly authorized
representative may do and execute under this power of attorney. This power shall
remain in full force and effect during the lifetime of this mortgage.

The Lender, in case of default and foreclosure, shall be entitled to reasonable

compensation for its expenses and charges, including attorney’s fees and costs of
collection, which compensation the Borrower agrees to pay, and for such payment a first
lien is hereby imposed in favor of the Lender upon the Property.

Section 11. Registration and Other Incidental Expenses - It is

understood that all charges for documentary stamps in connection with the constitution
or execution of this Agreement, the Promissory Note or the Mortgage Agreement shall
be for the sole account of the Borrower.

Section 12. Transfer of Original Promissory Note - The Lender may sell,
assign, discount or transfer the promissory note of the Borrower.

3
 4

The Lender may assign its rights in this Agreement to another party without prior
notice to the Borrower for as long as all the terms and provisions of this Agreement shall
be observed by the assignee.

Section 13. Affirmative Covenants - During the existence of this

Agreement, the Borrower shall:

a. Maintain and keep the Property in good condition, promptly making such
repairs and improvements as may be necessary to preserve it in good
condition. If the Property or any other building or improvement covered
by the real estate mortgage shall be destroyed or damaged, the Borrower
shall restore it to its original condition or provide a substitute security of
equal or greater value acceptable to the Lender;

b. Notify the Lender in the event of any damage that may be caused on the
Property by any risk covered by the insurance required under this
Agreement;

c. Execute and deliver such further documents and to do such acts and
things as the Lender may reasonably require, to ensure the due
performance by the Borrower of his obligations under, and to attain the
purposes of, this Agreement.

d. To allow the Lender or its representatives, assignees or transferees to

inspect the Property during reasonable hours on business days to
ascertain the condition or actual market value of the same; and

e. To substitute or supplement the Property with new or additional

collaterals if the Lender or its assignees or transferees find that the
Property is lost, impaired or otherwise depreciated due to any cause
whatsoever.

Section 14. Negative Covenants - During the existence of this Agreement,

the Borrower shall not, without the express and prior written consent of the Lender, do
any of the following, or allow or cause of the following to be done:

a. Assign this Agreement or any advances or any interest therein to any

person, firm or corporation; and

b. Sell, lease, transfer, impair directly or indirectly the value of the Property
or the other security contemplated under this Agreement; Upon a sale or
disposition of the Property, payment of the Loan, the corresponding
interests thereon and all other charges, fees, etc. that are owed by the
Borrower to the Lender shall first be satisfied before the Titles can be
released to the Buyer.

Section 15. Events of Default - The happening of any of the following

events shall constitute an event of default:

a. Failure of the Borrower to pay the Loan and the corresponding interests
thereon when due or whatever other obligation herein secured for any
reason whatsoever including failure resulting from force majeure;

b. Failure of the Borrower to perform or observe any of the terms,

conditions, warranties and covenants of this Agreement, the Promissory
Note(s) and Mortgage Agreement;

4
 5

c. Any statement, representation or warranty made by the Borrower in this

Agreement proves to be incorrect or untrue in any material respect;

d. Any material change in the financial condition or circumstances of the

Borrower which, in the reasonable opinion of the Lender, indicates that
the Borrower shall be unable to perform its obligations under this
Agreement, the Promissory Note or the Mortgage Agreement;

e. Assignment of the Property for the benefit of any of its creditors or filing
of a voluntary petition under any suspension of payments, bankruptcy or
insolvency law, or under the provisions of any law of similar import, or
whenever such a petition shall be filed by any of their creditors or by any
third party;

f. The Borrower becomes insolvent or unable to pay its debts when due or
commits or permits any act of bankruptcy, which term shall include (i) the
filing of a petition in any insolvency, suspension of payment, bankruptcy,
reorganization, winding-up or liquidation proceeding by the Borrower or
any third party, or any other proceeding analogous in purpose and effect,
or the failure by the Borrower to have such petition filed by a third party
discharged within thirty (30) days from filing thereof or such longer
period as may be granted by the Lender in writing; (ii) the assignment by
the Borrower of its assets for the benefit of its creditors, (iii) the
admission in writing by the Borrower of its inability to pay its debts, (iv)
the entry of any order or judgment of any competent court, tribunal or
administrative agency or body confirming the bankruptcy or insolvency of
the Borrower or approving any reorganization, winding-up or liquidation
of the Borrower, (v) the lawful appointment of a receiver or trustee to
take possession of the properties of the Borrower, or (vi) any action
which has a similar or analogous effect to any of the actions mentioned
in the preceding clauses; and

g. If the mortgage, for whatever reason, cannot be recorded in the

corresponding Registry of Deeds and/or annotated in the title/s.

Section 16. Consequence of Default - The occurrence of an event of

default shall produce the following effects:

a. The entire Loan obligation including all the accrued interest, penalties,
other charges and all other amounts payable to the Lender under this
Agreement, the Promissory Note and the Mortgage Agreement shall
immediately become due and demandable;

b. The Lender may forthwith exercise the remedies in its favor under the
Promissory Note and the Mortgage Agreement;

c. The Lender may apply any of Borrower’s funds in the possession of the
Lender in full or partial payment of the Borrower’s unpaid obligations;
and

d. The Lender may exercise any right and take such other legal and
appropriate action to protect its interest.

Section 17. Waiver of Rights - No failure or delay in the exercise by the

Lender of any right, power or remedy hereunder or under the Promissory Note or
Mortgage Agreement or other documents executed in connection herewith shall operate
as waiver thereof, nor shall any single or partial exercise of any right, power of remedy
preclude any other or further exercise of any rights, powers or remedies provided
by law.

5
 6

The Borrower hereby waives all benefits to which they may be entitled under the
provisions of Articles 1252 of the new Civil Code (application of payment) and agrees
with the Lender that the latter shall determine to which obligations of the Borrower the
payments made by it shall be applied, regardless of their date of maturity.

Section 18. Necessary and Incidental Expenses - The Borrower shall

shoulder all expenses in connection with the Loan and its implementing documents,
contracts, instruments and agreements, which shall include costs pertaining to obtaining
and maintaining the required insurance coverage and the constitution of the security for
the Loan, documentary stamps, registration expenses, originating fees, subscription
commissions, and other necessary and incidental costs.

Section 19. Separability Clause - It is understood that in the event any

provision of this Agreement or of the Promissory Note or Mortgage Agreements declared
unlawful or null and void by any court or authority with competent jurisdiction, the same
shall not affect the validity and enforceability of the other provisions of this Agreement
and the said documents.

Section 20. Attorney’s Fees - Should the Lender be compelled to enforce its
rights under this Agreement, the Promissory Note or the Mortgage Agreement by a suit
or court action, the Borrower shall pay, by way of liquidated damages, attorney’s fees
which are hereby fixed at 20% of the total amount due from the Borrower, in addition to
other expenses of collection and all costs and fees allowed by law.

IN WITNESS WHEREOF, the parties have hereunto affixed their signature at the
date and place first written above.

______________________ _________________________
Lender Borrower

By: By:

______________________ _____________________________
President President

SIGNED IN THE PRESENCE OF:

_______________________ _______________________

6
 7

REPUBLIC OF THE PHILIPPINES )

CITY OF _______ ) S.S.

At the above stated locality, on this ____ day of ________________ 2018 before
me personally appeared:

Name Government ID No.

_________________________
BY: _______________________

_______________________
BY: _______________________

known to me to be the same persons who executed the foregoing instrument and
acknowledged the same to be their free and voluntary acts and deeds and that of the
corporation they represent.

This instrument refers to a Loan Agreement consisting of seven (7) pages,

signed by the parties and their witnesses and sealed with my notarial seal.

IN WITNESS WHEREOF, I have hereunder set my hand and affixed my notarial

seal at the place and on the date above mentioned.

Doc. No. ____;

Page No. ____;
Book No. ____;
Series of 2019.