LOAN AGREEMENT

LOAN AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Loan Agreement (the Agreement), duly executed in Makati City this 25th day of May 2015 by and between JOHN ERICK DY, Filipino, of legal age, and resident of No. 2 Nicanor Reyes Street, Makati City (hereinafter referred to as the Lender) and spouses TOBY ESCOBAR and MARIANNE GUARIN ESCOBAR, Filipinos, of legal age, and residents of No. 7 Maceda Street, Makati City (hereinafter collectively referred to as the Borrower).

WITNESSETH, That -

WHEREAS, at the request of the Borrower, the Lender has agreed to extend to the Borrower a loan under the terms and conditions set forth below;

WHEREFORE, subject to such premise and the mutual covenants contained herein, the parties hereto agree as follows:

1.Principal.The Lender shall extend to the Borrower, by way of a loan, the aggregate principal amount of Two Million Pesos (Php2,000,000.00) (the Loan).

2.Use of Proceeds.Unless otherwise permitted by the Lender, the Borrower shall use the proceeds of the Loan solely for the following purpose/s: for putting up the Borrowers law office aptly named Escobar & Guarin-Escobar Law Office.

3.Term.The term of the Loan shall be ten (10) years, and shall be payable in equal monthly installments. Each monthly payment shall be covered by a post-dated check to be given by the Borrower to the Lender simultaneous with the signing of the loan agreement.

4.Maturity.The Loan shall immediately become due and demandable, together with interest, upon failure of the Borrower to pay any two successive monthly installments, without need of any demand from the Lender.

5.Interest.The Loan shall bear interest at the rate of 10% per annum.

6.Default. Failure on the part of the Borrower to pay the Loan, or any portion thereof (including interest), when such payment becomes due in accordance with this Agreement, or any other material breach or default by the Borrower of the terms, conditions, representations, and warranties set forth in this Agreement, shall cause the Borrower to be in default of its obligations to the Lender, in which case the Lender shall be automatically entitled to liquidated damages in the amount of One Million Pesos (Php1,000,000.00).

Nothing herein shall be construed as a waiver on the part of the Lender to avail of any and all other actions and/or remedies accruing to him, by law or otherwise, as a result of the default by the Borrower.

7.Waiver, Cumulative Rights.No failure or delay on the part of the Lender in exercising his right, power, or remedy under this Agreement shall impair any such right, power, or remedy, nor shall a waiver of any single breach or default be deemed a waiver of any other breach or default thereafter occurring, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. All remedies, either under this Agreement, or by law, or otherwise afforded the Lender shall be cumulative and not alternative. No notice to or demand on the Borrower in any case shall entitle it to any other or further notice or demand in similar or other circumstances.

8.Taxes, Duties, Fees and Charges.All payments due to the Lender hereunder or under any instrument or agreement required hereunder shall be made without set-off or counterclaim, and free and clear and without any deduction or withholding on account of any taxes, levies, imposts, duties or other fees or charges, all of which shall be for the account of the Borrower.

9.Assignment.The Borrower may not transfer its rights or obligations hereunder without the prior written consent of the Lender.

10.Governing Law and Venue of Dispute.The terms and provisions of this Agreement shall be governed by and interpreted in accordance with the laws of the Republic of the Philippines. Any and all suits in connection with the interpretation, construction, and enforcement of this Agreement shall be brought before the proper courts of Makati City to the exclusion of all other courts.

11.Severability.Should any provision of this Agreement be declared invalid, illegal, or otherwise unenforceable, such shall not affect the validity, legality, and enforceability of the remaining provisions, which provisions shall remain in full force and effect.

12.Amendments.No amendment to this agreement shall be valid unless the same is reduced into writing and signed by both parties or their duly authorized representatives.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the day and year first written above.

_JOHN ERICK DY_ Spouses TOBY & MARIANNE ESCOBAR_ Lender Borrower

SIGNED IN THE PRESENCE OF:

___JOSE P. BONIFACIO__ _ _ _ANDRES RIZAL____

ACKNOWLEDGEMENT

REPUBLIC OF THE PHILIPPINES)Makati City) S.S.

BEFORE ME, a Notary Public for and in Makati City, personally appeared:

NameCTC/Date andPassport No. Place of Issue

JOSE P. BONIFACIOPassport No. NS12345 February 14, 2014Pasay City

ANDRES RIZALPassport No. NS67890July 3, 2014Pasay City

known to me and by me known to be the same persons who executed the foregoing Loan Agreement and who further acknowledged to me that the same is their free and voluntary act and deed and that of the corporations they represent, and that they are duly authorized to sign the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my notarial seal in Makati City this 25th day of May 2015.

Doc. No. ____;Page No. ____;Book No. ____;Series of 2015.

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