LOAN AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Loan Agreement (the "Agreement") is made and executed this ________ day of ________, ________, at the City/Municipality of ________, Province of ________, Republic of the Philippines, by and between:
________, of legal age, Filipino, single, with Tax Identification Number ________ and with postal address at ________, hereinafter referred to as the "Creditor";
________, of legal age, Filipino, single, doing business under the name and style of “________”, with DTI Business Name Registration No. ________, with Tax Identification Number ________ and with postal address at ________, hereinafter referred to as the "Creditor";
________, a corporation duly organized and existing under the laws of the Republic of the Philippines, with SEC Registration No. ________, with Tax Identification Number ________ and with principal office address at ________, represented herein by its ________, ________, duly authorized for this purpose by a resolution of its Board of Directors dated ________, hereinafter referred to as the "Creditor";
- and -
________, of legal age, Filipino, single, with Tax Identification Number ________ and with postal address at ________, hereinafter referred to as the "Debtor".
________, of legal age, Filipino, single, doing business under the name and style of “________”, with DTI Business Name Registration No. ________, with Tax Identification Number ________ and with postal address at ________, hereinafter referred to as the "Debtor".
________, a corporation duly organized and existing under the laws of the Republic of the Philippines, with SEC Registration No. ________, with Tax Identification Number ________ and with principal office address at ________, represented herein by its ________, ________, duly authorized for this purpose by a resolution of its Board of Directors dated ________, hereinafter referred to as the "Debtor".
(The Creditor and the Debtor may each be referred to individually as a "Party" and collectively as the "Parties".)
WITNESSETH: That
WHEREAS, the Debtor has requested from the Creditor a loan in the principal amount of ________ Pesos (₱________) (the "Loan");
WHEREAS, the Creditor has agreed to extend the Loan to the Debtor, who has agreed to accept the same, subject to the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and stipulations hereinafter set forth, the Parties hereby agree as follows:
Art. 1. The Loan. The Creditor has delivered, and the Debtor hereby acknowledges receipt to its full and entire satisfaction, of the principal amount of the Loan. This Agreement constitutes a contract of simple loan (mutuum) under Articles 1933 and 1953 of the Civil Code of the Philippines, and the Debtor binds itself to pay the same in accordance herewith.
Art. 2. Interest. The Debtor shall pay interest on the outstanding principal balance of the Loan at the rate of ________% per annum, which rate the Parties acknowledge to have been expressly stipulated in writing in accordance with Article 1956 of the Civil Code of the Philippines. Interest shall be computed daily on the basis of a 365-day year for the actual number of days elapsed and shall accrue from the date hereof until full payment of the Loan. The Parties warrant that the stipulated rate is fair, reasonable, and not unconscionable.
Art. 2. Interest. The Loan shall not bear any interest.
Art. 3. Payment. The Debtor shall fully and unconditionally pay the entire principal amount of the Loan, together with all accrued interest, to the Creditor on or before ________ (the "Payment Date"). All payments shall be made in lawful Philippine currency at the address of the Creditor stated above, or at such other place or by such other mode as the Creditor may designate in writing. If any Payment Date falls on a day which is not a business day, payment shall be made on the next succeeding business day and the interest shall be adjusted accordingly.
Art. 3. Payment. The Debtor shall fully and unconditionally pay the entire principal amount of the Loan to the Creditor in ________ ________ instalments of ₱________ each, the first instalment being due on ________ and the last on or before ________ (each such due date, a "Payment Date"). All payments shall be made in lawful Philippine currency at the address of the Creditor stated above, or at such other place or by such other mode as the Creditor may designate in writing. If any Payment Date falls on a day which is not a business day, payment shall be made on the next succeeding business day.
Art. 3. Payment. The Debtor shall fully and unconditionally pay the entire principal amount of the Loan, together with all accrued interest, to the Creditor in ________ ________ instalments of ₱________ each, the first instalment being due on ________ and the last on or before ________ (each such due date, a "Payment Date"). All payments shall be made in lawful Philippine currency at the address of the Creditor stated above, or at such other place or by such other mode as the Creditor may designate in writing. If any Payment Date falls on a day which is not a business day, payment shall be made on the next succeeding business day and the interest shall be adjusted accordingly.
Art. 3. Payment. The Debtor shall fully and unconditionally pay the entire principal amount of the Loan to the Creditor on or before ________ (the "Payment Date"). All payments shall be made in lawful Philippine currency at the address of the Creditor stated above, or at such other place or by such other mode as the Creditor may designate in writing. If any Payment Date falls on a day which is not a business day, payment shall be made on the next succeeding business day.
Art. 4. Application of Payment. In accordance with Articles 1252 to 1254 of the Civil Code of the Philippines, all payments received shall be applied first against accrued interest due on the Loan, and thereafter against the principal amount then due and payable.
Art. 4. Application of Payment. All payments received shall be applied against the principal amount of the Loan then due and payable.
Art. 5. Use of the Loan. The Debtor agrees that it shall use the proceeds of the Loan exclusively for the following purpose(s):
________
Art. 6. Taxes and Fees. All documentary stamp taxes due on this Agreement pursuant to the National Internal Revenue Code of 1997, as amended, together with all notarial fees and other charges incident to the execution of this Agreement, shall be for the account of the ________.
Art. 7. Events of Default. Each of the following shall constitute an Event of Default under this Agreement:
a. Failure of the Debtor to comply with any of the covenants or obligations, whether express or implied, under this Agreement;
b. Failure of the Debtor to pay any principal amount or interest when due and payable in accordance with the terms hereof; or, with respect to any amount other than principal or interest, failure of the Debtor to pay the same within thirty (30) days from receipt of written notice of payment therefor;
b. Failure of the Debtor to pay any principal amount when due and payable in accordance with the terms hereof; or, with respect to any amount other than principal, failure of the Debtor to pay the same within thirty (30) days from receipt of written notice of payment therefor;
c. Insolvency of the Debtor, the inability of the Debtor to pay its debts as they fall due, or the commission by the Debtor of any act of insolvency, or the filing by or against the Debtor of any petition under Republic Act No. 10142 (Financial Rehabilitation and Insolvency Act of 2010);
d. Where the Creditor reasonably believes that the Loan has been applied by the Debtor to a purpose other than the agreed Use of the Loan;
e. The attachment or levy upon all or a substantial part of the Debtor's property which would materially impair the Debtor's financial ability to perform its obligations under this Agreement;
f. Violation by the Debtor of any law, regulation, judgment, or administrative decision or decree, including the non-payment of taxes, where the Creditor reasonably believes that such violation will have a material adverse effect on the Debtor's ability to meet its obligations hereunder.
Art. 8. Consequences of Default. Upon the occurrence of any Event of Default, the Creditor may, at its sole option and without need of prior notice or demand, the same being hereby expressly waived by the Debtor in accordance with Article 1169 of the Civil Code of the Philippines, declare the entire outstanding balance of the Loan, together with all accrued interest and other amounts payable hereunder, immediately due and demandable. In such event, the unpaid amount shall further bear interest at the rate stipulated in Art. 2 hereof until full payment, and the Debtor shall be liable for liquidated damages equivalent to ________% of the outstanding amount, as well as for attorney's fees equivalent to ________% of the total amount due, and all costs and expenses of collection and litigation incurred by the Creditor in enforcing its rights under this Agreement.
Art. 8. Consequences of Default. Upon the occurrence of any Event of Default, the Creditor may, at its sole option and without need of prior notice or demand, the same being hereby expressly waived by the Debtor in accordance with Article 1169 of the Civil Code of the Philippines, declare the entire outstanding balance of the Loan, together with all other amounts payable hereunder, immediately due and demandable. In such event, the Debtor shall be liable for liquidated damages equivalent to ________% of the outstanding amount, as well as for attorney's fees equivalent to ________% of the total amount due, and all costs and expenses of collection and litigation incurred by the Creditor in enforcing its rights under this Agreement.
Art. 9. Notices. Any notice or communication required or permitted under this Agreement shall be in writing and addressed to the recipient Party at its address first above written, and shall be deemed duly given and sufficient:
a. on the date of delivery, if by personal delivery;
b. ten (10) business days after posting or upon the date of actual receipt, whichever is earlier, if transmitted by registered mail; or
c. two (2) business days from the date of transmittal or upon acknowledgment of transmittal, whichever is earlier, if transmitted by facsimile or electronic mail.
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Art. 11. Governing Law and Venue. This Agreement and all documents executed in connection herewith shall be governed by and construed in accordance with the laws of the Republic of the Philippines. The Parties irrevocably agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively before the competent courts of ________, to the exclusion of all other venues.
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Art. 13. Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, successors, and assigns. The Debtor shall not assign or transfer its rights or obligations hereunder without the prior written consent of the Creditor, which consent shall not be unreasonably withheld.
Art. 14. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether written or oral. No amendment, supplement, or modification of this Agreement shall be valid or binding unless made in writing and signed by both Parties.
Art. 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and at the place first above written.
________
Creditor
By: ________
________
________
Debtor
By: ________
________
SIGNED IN THE PRESENCE OF:
________ ________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ________ ) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, ________, personally appeared:
1. ________, with competent evidence of identity in the form of ________ bearing number ________;
1. ________, for and on behalf of ________, with competent evidence of identity in the form of ________ bearing number ________;
2. ________, with competent evidence of identity in the form of ________ bearing number ________;
2. ________, for and on behalf of ________, with competent evidence of identity in the form of ________ bearing number ________;
known to me and to me known to be the same persons who executed the foregoing Loan Agreement, and they acknowledged to me that the same is their free and voluntary act and deed, and that of the entity they represent, if any, for the uses and purposes therein set forth.
This instrument, consisting of ________ pages including the page on which this Acknowledgment is written, refers to a Loan Agreement and has been signed on the left margin of each and every page thereof by the Parties and their instrumental witnesses, and sealed with my notarial seal.
WITNESS MY HAND AND NOTARIAL SEAL at the place and on the date first above written.
________
NOTARY PUBLIC
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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