SOP Exhibits
Title:Detailed Project Proposal (Loan/Credit)

SOP Number : TS-ES13



ANNEX D

CORN DEVELOPMENT FUND LOAN/CREDIT COMPONENT
DETAILED PROJECT PROPOSAL
(Loan/Credit)

Application No. :__________________
Date: :__________________

I. Name of Project: ___________________________________________________

II. Project Proponent
3. Principal Officer/Position: ______________________________________
III. Project Description
Cost CornDev Equity Others

Land & Land Improvements
Bldg. & Improvements
Machineries & Equipment
Transport Equipment
Office Furniture & Fixtures
Others, Specify
Contingencies ____ ________ _______ _______

Total ==== ======= ====== ======= 6. Proposed Source of Equity
____________________________________ __________________
____________________________________ __________________
____________________________________ __________________
____________________________________ __________________
____________________________________ __________________
9. Technical Aspects

· Machinery/Technology Used: · Unit Capacity: (Production Vol./Shift or Hectare) · No. of Shifts/Croppings per unit period (day/year)
· Existing _______________________________________________
· After Project Implementation _______________________________ · Plant Facility Owned: ____________________________________________________________
____________________________________________________________
_________________________________________________________
_________________________________________________________

No. of Farmers: ____________________
Hectarage Requirement: ______________ Existing Implementation 10. Financial Aspects
(As of )
Results of Operation (For the period ended )
11. Other Relevant Information

Submitted by:



________________________________________________
Signature of Company Officer/Authorized Representative

Date:__________


(TO BE FILLED UP BY TWG MEMBER)

1. Documents Required: 2. Other Documents Submitted:
COMMENTS/REMARKS:
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Interviewed by: ____________________________
Date: ______________

ACTION TO BE TAKEN

[ ] For detailed Evaluation
[ ] Submission of additional requirements
[ ] Application disapproved


By: ___________________________________
Date: __________________________________


Noted by: _______________________________
Date: _________________________________




EXHIBIT V
BOARD RESOLUTION OF

____________________________________________


BOARD RESOLUTION NO. __________________


WHEREAS, the management of the affairs of the cooperative has been entrusted to the Board of Directors by virtue of the pertinent provisions of R.A. 6939 known as the Cooperative Development Authority Act, its Articles of Incorporation and by laws:

WHEREAS. as one of the purposes for which the cooperative was organized is to ____________________________________________________________________________________________________________________________________ as provided for in Article _______ Sec. _______ of its Articles of Incorporation:

WHEREFORE, in pursuance thereof, the Board hereby resolves to authorize the Cooperative to apply for a loan/grant under the Corn Development Fund Program of the National Food Authority to finance the _______________________________________ .

RESOLVED FURTHER, that Messrs. ____________________ and ___________________
are authorized to sign all papers and documents and to perform all acts necessary and expedient to pursue the cooperative’s decision to participate in said program.

Done this _______ day of ____________________ 20___.

_________________________________ _________________________________

_________________________________ _________________________________

_________________________________ _________________________________

_________________________________ _________________________________

_________________________________ _________________________________

_________________________________ _________________________________

_________________________________ _________________________________

_________________________________ _________________________________

EXHIBIT XIII

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS:

I, ___________________________________________, of legal age, single/married, resident of _____________________________________________________ owner of parcel land covered by TCT No. ___________________________ duly registered in my name at the Office of Register of Deeds of ___________________________ do hereby name, constitute and appoint ___________________________________ a cooperative duly registered with the Cooperative Development Authority, with principal office address at ______________________________________ to be my lawful attorney, for me and my name, place and stead, to mortgage the above-mentioned parcel of land as a security for a loan that the above-mentioned cooperative may obtain from National Food Authority under the Corn Development Fund Program. The said parcel of land is more particularly described as follows to wit:

HEREBY GIVING AND GRANTING unto said attorney full power and authority to do and perform all and every act requisite to carry into effect the foregoing authority, as fully to all intents and purposes as I might or could lawfully do if personally present, and hereby ratifying and confirming all that my said attorney or his subordinate shall lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of _________________ 20___, in _______________________ , Philippines.

Conforme:


_________________________________ _________________________________
Authorized Representative of GRANTOR
the Cooperative

SIGNED IN THE PRESENCE OF:

_________________________________ _________________________________
WITNESS WITNESS

ACKNOWLEDGMENT


Republic of the Philippines)
_____________________) S.S.


In _________________ this ______ day of _____________, ____ personally appeared before me:

NAME COMM. TAX CERT. PLACE/DATE



known to me to be the same person who executed this foregoing instrument and acknowledged the same to be his free and voluntary act and deed.

This instrument refers to a Special Power of Attorney and consists of _____ page wherein the acknowledgment is written, duly signed by the party/ies thereto and their instrumental witnesses.

WITNESS MY HAND AND SEAL on the date and place above stated.

NOTARY PUBLIC





Doc. No.______
Book No. _____
Page No. ______
Series of ______





REPUBLIC OF THE PHILIPPINES)
_______________________________) S.S.
AFFIDAVIT

I, ________________________________________, Filipino, of legal age, married or single and with residence address at __________________________________________ after having been sworn to in accordance with law depose and state that:
(name of applicant) 3. I have acquired the said land from _________________ in _______________.
(name) (year) (name of applicant)
owner of the land adjoining my lot.

5. I am executing this affidavit for whatever purpose it may serve.

FURTHER AFFIANT SAYETH NAUGHT.

IN WITNESS WHEREOF, I have hereunto affixed my signature this _______ day of ________________________.

___________________________
Affiant

SUBSCRIBED AND SWORN to before me this ____ day of ___________________, affiant exhibiting to me his/her Comm. Tax Cert. No. ________________ issued on ________________ at ________________________, 20___.


NOTARY PUBLIC

Page No. ____________:
Page No. ____________:
Book No. ___________:
Series of ____________:




PROJECT: ________________________________________________________________________
________________________________________________________________________

CONSTRUCTION
COST ESTIMATE SUMMARY


1.0 Site Works
2.0 Concrete Works
3.0 Masonry Works
4.0 Wood
5.0 Roofing
6.0 Doors
7.0 Windows
8.0 Finish Hardwares
9.0 Plumbing
10.0 Electrical
11.0 Solar Dryer		Php
TOTAL MATERIAL COST
LABOR COST (30%)		Php
TOTAL DIRECT COST
CONTINGENCIES & PERMITS (10%)
GRAND TOTALPhp











EXHIBIT IV

CONSTRUCTION AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Contract entered into by and between:

_______________________________, a construction company, organized and operated under the laws of the Philippines, with Certificate of Registration from the Securities and Exchange Commission, hereto attached as Annex "A", represented herein by its President _____________________________________ a licensed civil engineer with license number __________ knows hereinafter as the FIRST PARTY;
- and -

___________________________________, a duly registered farmer's cooperative, with principal office address at _______________________________ represented herein by ______________________ by virtue of Board Resolution No. ___________ dated ___________, copy of which is hereto attached as Annex "B" known hereinafter as the SECOND PARTY.
WITNESSETH:

WHEREAS, SECOND PARTY obtained a loan from the National Food Authority for the amount of __________________________________ (P ____________) under its Corn Development Fund Program for the construction of a warehouse and is in need of a contractor for said project;

WHEREAS, the loan shall be release on staggered basis with 50% upon approval of loan and the remaining releases to be made depending on the progress of construction as determined by NFA/CDFP;

WHEREAS, the construction of the warehouse shall not exceed 100 days from the date agreed upon by the parties in this Contract;

WHEREAS, the FIRST PARTY agrees to construct the said warehouse for a period of 100 days in accordance with the specifications provided for in this contract and circular(s) issued and those which may be issued by the NFA/CDFP pertinent to the said construction;

WHEREAS, the FIRST PARTY expressly recognized the right of the NFA/CDFP as Attorney-in-Fact of the SECOND PARTY and second party hereby grants its authority for the NFA/CDFP to act as such and do any act that is legally possible for its welfare and protection. SECOND PARTY hereby ratifies whatever action NFA/CDFP may do in its capacity as Attorney-in-Fact;

WHEREAS, the FIRST PARTY expressly recognizes the right of the NFA/CDFP to enforce any cause of action the SECOND PARTY may have against the First Party and for NFA/CDFP to receive any payment for liability and damages the Second Party is entitled to;

NOW THEREFORE, parties hereto enter into this agreement subject to the following terms and conditions:

1. The FIRST PARTY shall construct the warehouse within a period of 100 days reckoned from ___________________________________ for a total cost of ______________________________________ (Php______________);

2. The warehouse shall have a total area of ________ divided as follows:
Storage area - ________
Office area - ________

3. Other specifications contained in Annex “C” hereto attached shall be complied with by the FIRST PARTY;

4. The FIRST PARTY agrees to post a performance bond of ten percent (10%) of the total construction cost or an amount equivalent to ___________________________________ (Php_______) with the NFA/CDFP as the Trustee upon approval of this agreement;

4.1 The performance bond shall be deposited to the accredited processing/collecting bank of NFA/CDFP for its account;

4.2 Should the FIRST PARTY commit any breach of the agreement, the performance bond shall first be applied to the damages suffered by NFA/CDFP then shall be applied to the damages suffered by SECOND PARTY;

4.3 The performance bond shall be released by NFA/CDFP at least ten (10) days from the receipt of a certification from the SECOND PARTY that the FIRST PARTY has completed its obligation and NFA/CDFP Technical Working Group has verified the same to be true and correct;
5. The FIRST PARTY agrees to receive the payment for the construction of the warehouse in total of _______________________________________ (Php ___________) from the SECOND PARTY in the following manner:
5.1 Fifty percent (50%) of the total construction cost or an amount equivalent to ______________________________________ (Php __________) upon approval of the agreement.
5.2 The remaining fifty percent (50%) based on the total construction cost or an amount equivalent to __________________________________ (Php _______________) shall be released upon completion of at least thirty percent (30%) of the total construction cost, based on the report of NFA/CDFP Technical Working Group.

6. Should the FIRST PARTY fail to finish the construction on the 100th day, it shall be liable to pay the NFA/CDFP a penalty of 10% of the total consideration provided that any delay lasting for a period of 10 days from the prescribed deadline shall automatically cause the cancellation of this contract and entitle the NFA/CDFP to collect from the FIRST PARTY the amount of 25% of the total consideration as liquidated damages and attorneys fees.

7. The SECOND PARTY upon the instruction from the NFA/CDFP authorized representative shall have the right to deduct the penalty from the amount due the FIRST PARTY.

8. The SECOND PARTY shall make full payment only if the FIRST PARTY was able to construct the warehouse within the period prescribed in accordance with the specifications of this contract, of Circular No. ______ of NFA/CDFP and the normally accepted construction standards;

9. Should the warehouse suffer any structural damage ten years from its completion due to poor workmanship, defects in construction, defects in the ground and use of substandard materials in the construction, FIRST PARTY undertakes to pay the SECOND PARTY the consideration of this contract;

10. The FIRST PARTY expressly recognizes the right of NFA/CDFP to enforce the provisions of this contract;

11. The parties in this case, including NFA/CDFP agree that any litigation arising from this contract shall be filed in the proper court of Quezon City, provided further that a party enforcing this contact is entitled to collect from the other 25% of the total claim.
IN WITNESS WHEREOF, we have hereunto affixed our signature, this ____ day of ___________, 20___ at ______________________________.

__________________________________ _________________________________
FIRST PARTY SECOND PARTY
Conforme:
______________________________________
NFA/CDFP Representative
SIGNED IN THE PRESENCE OF:
_________________________________ _________________________________
WITNESS WITNESS
ACKNOWLEDGMENT


Republic of the Philippines)
_____________________) S.S.


In _________________ this ______ day of _____________, ____ personally appeared before me:

NAME COMM. TAX CERT. PLACE/DATE


known to me to be the same person who executed this foregoing instrument and acknowledged the same to be his free and voluntary act and deed.

This instrument refers to a Release of Real Estate Mortgage and consists of _____ page wherein the acknowledgment is written, duly signed by the party/ies thereto and their instrumental witnesses.

WITNESS MY HAND AND SEAL on the date and place above stated.

NOTARY PUBLIC





Doc. No.______
Book No. _____
Page No. ______
Series of ______











EXHIBIT XII

RELEASE OF REAL ESTATE MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:

That the National Authority, a government corporation duly organized by virtue of PD No. 4 as amended by PD No. 1480 and 1770, represented herein by its Administrator Eduardo Nonato N. Joson II, MORTGAGEE of a parcel of land described in Transfer Certificate of title No. _______ of the Register of Deeds of the city/Municipality of ___________________ by virtue of real Estate Mortgage executed by _________________________ on the ______ day of __________, _______, before Notary Public for __________________ Atty. _____________ as Doc. No.______, Page No. _______, Book No. _____, Series of __________, having received the full consideration named as the condition of the said mortgage, do hereby forever releases and discharges the same.

IN WITNESS WHEREOF, I have hereunto signed these presents on this __________ day of ______________, _____ at ________________________, Philippines.

NATIONAL FOOD AUTHORITY
By:

_____________________________
Name, Position and Signature of
Authorized NFA Officer
SIGNED IN THE PRESENCE OF:

_______________________________ ______________________________



ACKNOWLEDGMENT

Republic of the Philippines)
_____________________) S.S.

In _________________ this ______ day of _____________, ____ personally appeared before me, __________________ with Community Tax Certificate No. _____________, known to me to be the same person who executed this foregoing instrument and acknowledged the same to be his free and voluntary act and deed.

This instrument refers to a Release of Real Estate Mortgage and consists of _____ page wherein the acknowledgment is written, duly signed by the party/ies thereto and their instrumental witnesses.

WITNESS MY HAND AND SEAL on the date and place above stated.




NOTARY PUBLI




Doc. No.______
Book No. _____
Page No. ______
Series of ______




EXHIBIT VIII


CORN DEVELOPMENT FUND
CERTIFICATE OF ACCEPTANCE

This to certify that (name of manufacturer/supplier) of ( address of supplier ) delivered to our cooperative the following:

(Specification of the ancillary)

That the above mentioned ancillary/equipment/machinery were test-run by the supplier, and were found to be in good condition, with no apparent factory defect.

We further certify that all standard tools, spare parts and technical manuals were turned-over to us. The supplier conducted a hands-on training on the subject ancillary/machinery/equipment and operation, maintenance and trouble shooting.

In view of the foregoing we hereby signify our satisfaction with acceptance of the above mentioned (ancillary/machinery/equipment).



_______________________________
Proponent (authorized representative)

Date: ____________
Witness:


______________________ _______________________





EXHIBIT II
LOAN AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This agreement, made and executed by and between:

And

PROPONENT, hereinafter referred to as DEBTOR
WITNESSETH: That -

WHEREAS, the Corn Development Fund Committee was created by the NFA Council by virtue of M.O. 468 and as amended, to evaluate, recommend and monitor projects for corn productivity enhancement/mechanization, research, training and pinpointing suitable areas for corn production;

WHEREAS, the NFA Administrator and Chairman of the Corn Development Fund Committee has the authority to approve all expenses and funding for projects related to the use of Corn Development Fund subject to recommendation by the members of the Committee;

WHEREAS, the DEBTOR has requested the CREDITOR to provide financial assistance in the form of a term loan in the amount of ___________, Philippine Currency which will be made available by the CREDITOR, with the proceeds of the funds to be procured by the CREDITOR from the Corn Development Fund subject to its guidelines, rules and regulations;

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





ARTICLE I
THE LOAN

Section 1. AMOUNT - CREDITOR agrees, to extend to the DEBTOR, a term loan in the principal amount of PESOS: Philippine Currency, (hereinafter called the "LOAN") ____________________.
Section 2 PURPOSE - the proceeds of the Loan shall be used exclusively for _____________________.

Section 3. SCHEDULE OF DRAWDOWN/S - Upon the effectivity of this Agreement, the DEBTOR may avail of the LOAN in staggered drawdowns within the commitment period stated in Schedule 1 hereof. The proceeds of the LOAN shall be released by CREDITOR through _______________________ to or for the DEBTOR in such sums and at such times as are specified in said Schedule 1 upon compliance with all the conditions of lending set forth in Article III hereof. The DEBTOR shall give the CREDITOR notice of any availment at least three days in advance. Such notice shall contain the DEBTOR's certification that as of such date, he has not defaulted under Article V of this Agreement. Provided that the full amount of the loan shall be availed of by the DEBTOR not later than _____________.

Section 4. TERM - The LOAN shall be for a term of _______ years from and after the initial drawdown date inclusive of a _______ -year grace period on principal repayment, depending on cash flow and shall be payable in accordance with the schedule of payment stated in Schedule 2 hereof, and attached to or stated in the promissory note to be executed pursuant to Section 7 of this Article.

Section 5. INTEREST - Interest rate fixed at 2% per annum and paid semi-annualy on diminishing balance.

Section 6: PROMISSORY NOTES - On the date of each drawdown, the DEBTOR shall execute in favor of the CREDITOR negotiable promissory note (the "NOTE"). It shall be jointly and severally signed by officers of the cooperative (DEBTOR) in their personal capacity/ties and shall contain a more particular schedule of payment of the principal and interest of the LOAN based on the provisions of Section 3 and 4 above. The provision of the NOTE, shall be complimented by the terms and conditions of this Agreement.
ARTICLE II
SECURITY

Section 1. COLLATERAL - The prompt and full payment and proper performance by the DEBTOR of all its obligations under this Agreement and the note/s shall be secured by Real Estate Mortgage (for Infrastructure Loan) and Deed of Assignment with provision a for Voluntary Surrender (for Equipment Loan):

(List of Collateral and Equities)
ARTICLE III
CONDITIONS PRECEDENT TO LOAN DRAWDOWN

Section 1. CONDITIONS - The obligation of the CREDITOR are subject to the following conditions:
1. All authenticated board resolutions and authorizations to make this agreement and all documents or instruments related thereto valid and binding on the DEBTOR and/or any other party executing such documents or instruments.
2. A signed and notarized copy of a certificate of the board secretary of the DEBTOR certifying to the name/s of its officer/s authorized to sign this Agreement and such other documents or instruments related to this agreement.
3. Copies of duly executed notarized and registered mortgage that are in force in effect and/or other security arrangements mentioned in Section 1, Article II.


ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4. REPRESENTATIONS AND WARRANTIES - The DEBTOR represents and warrants as follows:

a. The DEBTOR has the capacity and necessary authorization to engage in business in the Philippines under existing laws of the Republic of the Philippines, and has the power and authority to own and operate its property and conduct its business as presently being conducted.

b. The execution and performance of the terms and provisions of this Agreement and the other documents and instruments relevant hereto which are not violation of any provision of law or of any applicable regulation, order or decree of any court or government instrumentality nor conflict or be inconsistent with, nor result in any breach of any of the terms, covenants, conditions or provisions of, nor constitute a default under any indenture, mortgage, deed of trust or other instrument to which it is a party or by which may be bound or to which it may be subject.

c. There are no actions, suits or proceedings, pending or will be filed, against or affecting it before any court or administrative body or agency which might result in any material adverse change in the business operations, properties or assets, or financial condition, of the DEBTOR.

d. The DEBTOR has duly paid and discharged all taxes, assessments and such other governmental charges levied upon it, its properties and assets, unless and to the extent only that the same are being contested in good faith and by appropriate proceedings.

e. This Agreement and the other documents and instruments related hereto, shall be valid and binding upon the DEBTOR and enforceable in accordance with their respective terms.

f. All orders, consents, approvals or authorizations of any public body, agency, commission or board, necessary for the execution of this Agreement and the other documents and instruments relevant and/or to be delivered pursuant hereto, have been complied with by the DEBTOR.

ARTICLE IV
COVENANTS OF THE DEBTOR

Section 4.0: POSITIVE COVENANTS - During the effectivity of this Agreement and the other documents and instruments relevant and/or delivered pursuant hereto, and so long as the note/s and any interests and/or charges thereon and any obligation of the DEBTOR to the CREDITOR is outstanding, the DEBTOR shall:

a. Conduct its operations in accordance with sound business practice; reduce its operating expenses to the lowest minimum possible without adversely affecting Its efficiency and productivity, or the profit potential of their business; take all necessary precautions to prevent or minimize business losses; employ necessary improvements on the properties used in its business to increase efficiency; faithfully and properly keep and maintain all cost accounting records pertinent to its business, particularly the documents or papers evidencing receipts, expenditures of its operations, as well as financial statements reflecting the DEBTOR's true and correct financial position, in accordance with sound and accepted accounting principles and furnish the CREDITOR with copies thereof upon the CREDITOR's request.

b. Take all necessary steps to carry on its operations.

c. Impose adequate cash control and security measures subject to review by the CREDITOR and to implement the recommendations of the CREDITOR regarding the same immediately upon advised thereof. d. Furnish the CREDITOR:
iii. such other financial information as the CREDITOR may reasonably request.

e. The borrower agrees to be subjected to periodic assessment by NFA-CDF and to comply with reportorial requirement of the project.

f. Furnish the CREDITOR together with the financial reports/statements specified in Section 4.0 (d) hereof, a certification stating:
g. Duly pay and discharge:

h. Maintain adequate insurance on all the insurable properties and assets with the CREDITOR's designated insurance company and keep itself adequately insured against liability on account of injury or damage to persons or property. i. Maintain all governmental approvals and consents, in connection with its business, or necessary for the performance of its obligations hereunder, in full force and effect.

j. Maintain its properties in good working order and condition and, make all necessary repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, so that its business may be carried on and conducted in accordance with sound, prudent business management.

k. Allow any representative of the CREDITOR to visit and inspect any of its properties; to examine its books of accounts and to discuss its finances and accounts.

l. Execute and deliver such other papers and documents as may be reasonably requested by the CREDITOR. Section 4.1: NEGATIVE COVENANTS - The DEBTOR, hereby covenants that so long as the DEBTOR has not fully paid the note/s and performed all its obligations herein and in the documents and instruments relevant hereto, the DEBTOR shall not, without prior written consent of the CREDITOR:

a. Sell, alienate, incur, assume, cause or allow to exist any other mortgage, lien, pledge or other charge or encumbrance upon or with respect to any or all of the DEBTOR's present or future fixed assets, machineries and equipment.
b. Assume, guaranty, endorse or otherwise become directly or contingently liable in connection with any obligation of any person, firm or corporation. c. Enter into any merger or consolidation with any other corporation, firm, trusts or association; sell, lease, transfer or otherwise dispose of all or substantially all of its assets; or voluntarily suspend its business operations or dissolve the same. d. Make any investment of its funds in:

i. stocks and bonds and similar securities; ii. any company, enterprise or undertakings not related to its operations; or,
e. Undertake or incur any capital expenditure or purchase any additional capital equipment or other fixed assets, if the amount of such expenditure, equipment or fixed assets is substantial in the sole determination of the CREDITOR. f. Enter into management contracts and/or make any major policy change. The term "major policy change" shall include any change in the operations of the business of the DEBTOR which, in the sole opinion of the CREDITOR, shall prejudice or have a highly significant bearing, directly or indirectly, on the financial, technical, or marketing capability and/or responsibility of the DEBTOR. g. Enter into any contract of a substantial and/or long-term nature, such as but not limited to marketing agency agreements, construction agreements and such other commitments or undertakings connected with the business of the DEBTOR. h. Incur any additional obligation and/or indebtedness with maturity of more than one year. I. Allow the total debt-to-equity ratio of its business, computed in accordance with the generally accepted accounting principles consistently applied to exceed 1.5x. j. Allow the current ratio of its business, computed in accordance with generally accepted accounting principles consistently applied, to be less than 1.0x.
k. Extend or grant, directly or indirectly, loans and/or advances to its officers and employees.

l. Permit any internal change in the ownership of the DEBTOR during the duration of this Agreement, except when such change is required by law or regulation.






ARTICLE V
DEFAULT, REMEDIES AND PENALTIES

Section 5.0: EVENTS OF DEFAULT - The DEBTOR, shall be considered in default without need of any other or further act or deed in case any of the following events shall occur:

a. The DEBTOR fails to pay two (2) consecutive installments or fails to pay, when due, any of the note/s and/or any accrued interest thereon and other charges herein stipulated to be for the account of the DEBTOR and/or fails to properly perform any of the obligations arising from this Agreement, the documents and instruments relevant, executed or delivered pursuant hereto. b. Any representation or warranty made by the DEBTOR in this Agreement and in the documents and instruments relevant, executed or delivered pursuant hereto, or any paper or document submitted by it in connection with this Agreement, shall prove to be untrue or false in any material respect. c. There is:
d. The DEBTOR initiates any act which leads to, or in any event will lead to, a dissolution of its business.

e. The DEBTOR shall become insolvent or bankrupt or cease paying its debts as they mature; or makes an assignment for the benefit of the creditor; or a trustee; receiver or liquidator shall be appointed by or for the DEBTOR for any substantial portion of its properties; or bankruptcy, reorganization, arrangement, insolvency, suspension of payments or similar proceedings shall be instituted by or against the DEBTOR. f. Any of the concessions, permits, rights, options, franchises, leases or privileges presently or hereafter employed, utilized or required in the conduct of the entire business or operations of the DEBTOR shall be revoked, cancelled or otherwise terminated, or the free and continued use and exercise thereof shall be curtailed or prevented, in such manner as to materially and adversely affect the financial condition or operations of the DEBTOR as determined by the CREDITOR.

g. The DEBTOR shall fail to pay, reimburse an/or indemnify immediately the CREDITOR, upon receipt of demand on it, any amount, liability, damage, cost, loss, penalty, charge or expense herein stipulated to be for the account of the DEBTOR, suffered or incurred or paid by the CREDITOR for any cause whatsoever arising out of or connected with the Loan.

Section 5.1: REMEDIES IN CASE OF DEFAULT - If any event of default specified in the preceding section occurs: (a) the CREDITOR may, at its sole discretion, treat the whole obligation, its principal and accrued interest and other charges, as immediately due and demandable, without the necessity of any demand, presentment or notice by the CREDITOR to the DEBTOR, all of which are hereby expressly waived by the DEBTOR and its guarantor/s, if any; (b) the CREDITOR, may enforce separately, successively, or cumulatively, at its sole discretion, any or all of its rights under this Agreement, the note/s and the Deed of Assignment and Voluntary Surrender Agreement relevant, executed or delivered pursuant hereto. Repossession of equipment is to implement provisions of the Volunatry Surrender Agreement.

Section 5.2: PENALTY - Upon the occurrence of any of events defaulted as defined hereinabove, the DEBTOR, in addition to the total amount of its outstanding obligation herein shall be liable to the CREDITOR for a penalty equivalent to twelve percent (12%) per annum of the total amount due and unpaid as the date of default.

ARTICLE VI
MISCELLANEOUS

Section 6.0: TERMS OF THE LOAN AND OTHER INSTRUMENTS - The terms and conditions of the note/s, instrument and documents, relevant, executed or delivered pursuant to this Agreement, shall to all intents and purposes, be considered as part of the terms and conditions of this Agreement, and a breach or violation or non-performance of the said terms and conditions shall constitute a material breach of the Agreement.

Section 6.1: THE DEBTOR TO BEAR COST - the DEBTOR shall pay all costs, fees, charges, and other expenses in connection with the preparation, execution, delivery, registration and enforcement of this Agreement, the note/s, instruments and documents relevant, executed or delivered pursuant hereto including but not limited to, all stamps, and other taxes. The DEBTOR shall render the CREDITOR free from any liability whatsoever with respect to or resulting from any delay or omission to pay such amounts. The DEBTOR hereby binds itself to deliver to the CREDITOR the amounts required therefore not less than two (2) days before its respective due dates. Should the DEBTOR fail to do so, the CREDITOR may advance the same, including any interest or penalties accrued on said taxes and governmental fees. In any such case, the DEBTOR shall, on demand, immediately reimburse the CREDITOR said amounts with interest thereon at the highest rate allowed by law, from the date the advance is made until full payment thereof without prejudice to the right of the CREDITOR to declare the DEBTOR in default pursuant to Section 5.0 hereof.

Section 6.2: REPORTING, DOCUMENTATION AND REGISTRATION EXPENSES - All statements, reports, certifications, opinions and other documents or information to be furnished to the CREDITOR under this Agreement shall be supplied without cost to the latter. Further, the DEBTOR hereby agrees to reimburse the CREDITOR all reasonable expenses including legal fees incurred in connection with the preparation, execution, delivery and registration of this Agreement, the note/s and the other documents and instrument relevant hereto.

Section 6.3: WAIVERS - No delay or omission on the part of the CREDITOR in the exercise of any power or right shall impair any such power or right or shall operate as a waiver thereof or any acquiescence therein, nor shall any single or partial exercise of any such power or right preclude other or further exercise thereof or the exercise of any other power or right. All rights, powers and remedies of the CREDITOR under this Agreement, the note/s and other documents, and instruments relevant, executed or delivered pursuant thereto shall be deemed cumulative, concurrent and non-exclusive with each other and with any and other rights, powers and remedies now or hereinafter available to the CREDITOR under Philippine laws, other contracts or elsewhere.

No modification or waiver of any provision of this Agreement, the note/s the other documents and instrument relevant, executed or delivered pursuant hereto and no consent to any departure by the DEBTOR therefrom shall in any event be effective unless the same shall be in writing by the CREDITOR.

Section 6.4: SURVIVAL OF REPRESENTATIONS - All representations and warranties of the DEBTOR made herein shall survive the execution and delivery of this Agreement, and no investigation made by the CREDITOR shall affect such representations and warranties or the right of the CREDITOR to rely thereon and enforce the same.

Section 6.5: VENUE - Any legal action against the DEBTOR arising under or by virtue of this Agreement, the note/s and the documents and instruments relevant, executed or delivered pursuant hereto shall be brought in the proper courts of Quezon City, Metro Manila, and by the execution and delivery of this Agreement, the DEBTOR hereby irrevocably submits to such venue.

Section 6.6: BINDING ON SUCCESSORS AND ASSIGNS - This Agreement, the note/s, the documents and instruments relevant, executed or delivered pursuant hereto shall be binding upon and inure to the benefit of the parties and the signatories herein and their respective successors, and assigns, except that the DEBTOR may not assign or transfer its rights hereunder without the prior written consent of the CREDITOR.

Section 6.7: SEPARABILITY OF PROVISION - If any provision of this Agreement or any document or instrument relevant, executed or delivered pursuant hereto shall be held invalid, the remainder thereof shall not be affected thereby.

Section 6.8: ADDRESS OF PARTIES - The parties hereby agree that their respective addresses as set forth in page one (1) of this Agreement shall be their respective addresses for purposes of notice and demand, if any be required under this Agreement, the documents and instruments relevant, executed or delivered pursuant hereto, until and unless another address shall be formally communicated to the other party.

Section 6.9: ATTORNEY'S FEES - The DEBTOR shall be liable to the CREDITOR for any and/or all fees and expenses incurred by the CREDITOR in any legal proceeding and arising out of, or from any breach of, any or all of the stipulations of this Agreement, the note/s, the documents and instruments relevant, executed or delivered, pursuant hereto including reasonable amount for attorney's fees.

Section 6.10: RIGHT OF AMENDMENT - The CREDITOR reserves the right of amendment and the DEBTOR hereby agrees to any addition to any/or all of the terms and conditions herein contained upon consent of both parties.

IN WITNESS WHEREOF, the parties have set their hands on the _____ day of _________, 1999 at Quezon City, Metro Manila.

CREDITOR:

________________________________ ________________________________

DEBTOR:

________________________________ ________________________________

Signed in the presence of:


________________________________ ________________________________








ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
QUEZON CITY ) S.S.

BEFORE ME, Notary Public for and in the abovenamed locality, personally appeared the following with their respective Community Tax Certificates, to wit:

Name Comm. Tax Cert. No. Date/Place of Issue




Known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed and those of the corporations herein represented.

I FURTHER CERTIFY that this instrument refers to a Loan Agreement consisting _____ (no. of pages) including this page wherein the acknowledgement is written and signed by the herein parties and their instrumental witnesses on all pages.

WITNESS MY HAND AND SEAL on this _____day of ______ 1999 at Quezon City, Metro Manila, Philippines.





NOTARY PUBLIC








Doc. No. ____
Page No. ____
Book No. ____
Series of 1999
EXHIBIT III
National Food Authority
CORN DEVELOPMENT FUND
REAL ESTATE MORTGAGE

KNOW ALL MEN BY THESE PRESENTS:

This mortgage, made and entered this ______ day of __________, 1999, by and between:

And

PROPONENT, hereinafter referred to as MORTGAGOR
WITNESSETH:

That the said MORTGAGOR, hereby conveys and mortgages unto the said MORTGAGEE a particular (description of property/ies), situated in ___________ (address) described as follows:

TCT # AREA DESCRIPTION IMPROVEMENTS



That this mortgage is given as security for the payment of the Promissory Note dated _______ executed by the MORTGAGOR in favor of the MORTGAGEE is hereto attached as Exhibit __ hereof - in the amount of _______ (Php__________) Philippine currency, with an interest of 2% per annum payable in _______ years in _______ bi-annual payments.

That it is the condition of this obligation such that if the MORTGAGOR, his/her heirs, executors or administrators shall willfully perform the obligations set forth in the Promissory Note (Loan Agreement) above referred to, then this obligation shall be null and void and without effect.
That if I/we fail to pay our obligation with the MORTGAGEE or to comply with any of the conditions stipulated in my promissory note, then the MORTGAGEE may, at its discretion, declare the mortgage due, payable and defaulted, and may immediately foreclose this mortgage extrajudicially in accordance with R.A. No. 3135, as amended by R.A. No. 4118. Furthermore, effective upon the breach of any of the conditions of the Loan Agreement hereof, the MORTGAGEE or its lawful representative/s are hereby appointed as my/our Attorney-in-Fact with full power and authority, with the use of force if necessary, to take actual possession of the mortgaged property/ies without the necessity of judicial order or any other permission or power, and to sell the same to the highest bidder or to any interested party at its fair market value, and to apply the proceeds thereof to the outstanding balance of my obligation with said mortgagee on prorata basis, including interest, penalty and other incidental expenses, and turn over to me only the excess thereof, if any.

That the parties have agreed as they hereby agree to register this instrument with the Register of Deeds of _______________, at the expense of the MORTGAGOR to make it binding against the whole world.

IN WITNESS WHEREOF, the parties have set their hands on the _____ day of _________, 1999 at Quezon City, Metro Manila.

MORTGAGEE


MORTGAGOR

Signed in the presence of



AFFIDAVIT OF GOOD FAITH:

We severally swear that the foregoing mortgage is made for the purpose of securing the obligations specified with the conditions thereof, and for no other purpose, and that the same is a just and valid obligation, not one entered into for the purpose of fraud.
MORTGAGEE

MORTGAGOR







ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES)
QUEZON CITY ) S.S.

BEFORE ME, Notary Public for and in the abovenamed locality, personally appeared the following with their respective Community Tax Certificates, to wit:

Name Comm. Tax Cert. No. Date/Place of Issue




Known to me and to me known to be the same persons who executed the foregoing instrument and acknowledged to me that the same is their free and voluntary act and deed and that of the corporations herein represented.

I FURTHER CERTIFY that this instrument refers to a Real Estate Mortgage consisting _____ (no. of pages) including this page wherein the acknowledgement is written and signed by the herein parties and their instrumental witnesses on all pages.

WITNESS MY HAND AND SEAL on this _____day of ______ 1999 at Quezon City, Metro Manila, Philippines.





NOTARY PUBLIC








Doc. No. ____
Page No. ____
Book No. ____



EXHIBIT VII

CONTINUING DEED OF ASSIGNMENT


This assignment made and executed by:

_________________________________ and _________________________, of legal age, Filipino, with residence and postal address at ______________________ and ______________________, respectively, designated officers as per Board Resolution No. ________________ dated ______ as its authorized representatives to negotiate and sign loan documents for and in behalf of ___________________________________ with CDA/SEC Registry No. ______________, hereinafter referred to as the ASSIGNOR:
- in favor of -

National Food Authority (NFA), a government agency created by virtue of PD No. 4 as amended by PD Nos. 1480 and 1770 with principal office and place of business at Matimyas Bldg., 101 E. Rodriguez Sr. Ave., Quezon City represented herein by its Administrator and Chairman of the Corn Development Fund Committee, EDUARDO NONATO N. JOSON II, hereinafter referred to as ASSIGNEE:
- WITNESSETH THAT -

For and in consideration of a Corn Development Fund Program Loan and other accommodations heretofore or hereinafter granted by the ASSIGNEES, in the amount of _________________________ (Php______________), in consonance with the provisions of the Loan Agreement and Promissory Note and as security of the payment thereof, the ASSIGNOR has assigned, transferred and conveyed, and these presents, hereby assigns, transfers, and conveys unto said ASSIGNEE, its successors and assigns all our rights, interest and titles on the following equipment financed under the Corn Development Fund Program:





For this purpose, the ASSIGNOR shall convey to the ASSIGNEES all rights, interest and title to the equipment-in-trade, upon execution of the Loan Agreement and the Promissory Note, and delivers the equipment (upon default in the payment of Obligor's obligation or maturity thereof), in satisfactory condition, as of demand, to be applied to the payment of the loan.. Failure of the ASSIGNOR to comply with this undertaking shall be considered fraudulent for purposes of litigation.

It is expressly agreed that payment made by the ASSIGNOR to the ASSIGNEE shall not effect the release of this ASSIGNMENT unless and until the former has fully settled/paid their obligation to the latter, including interest and surcharges.

This assignment shall be subject to the terms and conditions of the Promissory Note or any other document which the ASSIGNEES have required or may require the ASSIGNOR to execute the evidence the aforementioned obligations.

The rights and remedies of the ASSIGNEES set forth in this Deed are in addition to and not substitution of any other rights or remedy provided by law, the covering Promissory Note or any complementary/supplementary agreements. Any failure, delay, single or partial exercise by the ASSIGNEES of any such rights and remedies shall not be deemed to be a waiver of any further and full exercise thereof nor shall it be deemed to alter, prejudice, or affect the same or any other right or remedy or the further exercise of such rights or remedy to which the ASSIGNEES may be entitled and the non-enforcement or any waiver or delay in enforcement by the ASSIGNEES to the ASSIGNOR shall not be deemed to be a waiver or acquiescence to any further or other default of the ASSIGNOR nor shall the same prevent the ASSIGNEES from exercising in full its rights herein conferred.

The ASSIGNOR agrees that any legal action, suit or proceeding arising out of relating to this Deed the noted or any other complementary or supplementary or related documents may be instituted by either the ASSIGNEES at their option.


VOLUNTARY SURRENDER AGREEMENT:

This Voluntary Surrender Agreement made and executed by:

_________________________________ and _________________________, of legal age, Filipino, with residence and postal address at ______________________ and ______________________, respectively, designated officers as per Board Resolution No. ________________ dated ______ as its authorized representatives to negotiate and sign loan documents for and in behalf of ___________________________________ with CDA/SEC Registry No. ______________, hereinafter referred to as the Assignor.

The Assignor in connection with the loan application under the Corn Development Fund of the National Food Authority (hereinafter called Assingee), in consonance with the provisions of the Loan Agreement and Promissory Note issued, undertake to make payments for the purchase of ______________________________________________ in the amount of _____________________________ (Php __________), in equal semiannual installments of ____________________________ (Php____________) every 31st day of June and December, starting on __________________ 20____ until fully paid.


The Assignor hereby authorizes, in connection with the above-mentioned loan the following:

1. The assignment in favor of Assignee of the ____________________________
________________________________________________, will be effective only in the event the herein Assignor defaults in the payment of any of the semiannual installments due to the Assignee on the above-mentioned account.

a. In case of necessity to repossess the unit (after Assignor has defaulted in the installment payments which are due and demandable), the Assignor shall physically deliver the equipment voluntarily to, or gives the Assignee the absolute right to get the unit from him. The Assignor hereby grants the Assignee or any of its representatives authority to get into the Assignor's domicile/residence/place of business and take possession of the equipment, without any resistance from him;

b. In case of his absence, the Assignor hereby authorizes the Assignee or any of its representatives to enter into his domicile and take possession of the unit by any legal means the Assignee deems necessary; in coordination with and properly witnessed by any local officials of the place;

c. The Assignor grants the Assignee the absolute right and authority to sell, encumber or dispose of the equipment in favor of any party at any price and for any consideration it may deem appropriate and sufficient, the proceeds from which to be automatically applied to the payment of the loan balance, with right to recover the remaining balance, if any, from the Assignor by any legal means;

d. The Assignor waives all his rights arising from this transaction against the Assignee, having voluntarily surrendered to the Assignee the physical possession of the equipment;

e. The Assignor hereby agrees that failure of the supplier to comply with the warranty shall not a cause for the non-remittance by the Assignor of whatever installment payment due to the Assignee;
f. This assignment and agreement are absolute and irrevocable, and shall be preferred over any other arrangements, except when some statutes mandate otherwise.

IN WITNESS WHEREOF, the party/ies have signed this instrument this ______ day of ______________, _____ at _______________________________, Philippines.

________________________________ _________________________________
Assignee Assignor

SIGNED IN THE PRESENCE OF:
________________________________ _________________________________
Witness Witness







REPUBLIC OF THE PHILIPPINES )
IN )
)


BEFORE ME, personally appeared this ________ day of ________________, 20____ the following:

NAME Comm. Tax Cert. Issued at Issued on



Known to me and to me known to be the same person/s who executed the foregoing instrument and acknowledged to me that the same is the result of their free and voluntary act and deed.

This instrument consist of _______ pages including this page whereof the acknowledgment is written, signed by the party/ies and their witnesses on each and every page hereof.

WITNESS MY HAND AND SEAL on the date and place first above written.



NOTARY PUBLIC






Doc. No. ______
Book No. ______
Page No. ______
Series No. ______









EXHIBIT XV


PROMISSORY NOTE

PN No. _____________
Value Date : __________________ Principal :____________________
Maturity Date : __________________ Interest Rate :____________________

FOR VALUE RECEIVED, the undersigned
unconditionally, jointly and severally promise to pay to the order of
NATIONAL FOOD AUTHORITY - Corn Development Fund

the sum of _____________________________________________ PESOS, Philippine Currency, with interest from value date at the rate of two percent per annum (2%), in lump sum on maturity date hereof ( ) in installments as set forth in the attached schedule hereby made an integral part hereof and subject to the following terms and conditions:

1. This Note shall be payable at the CENTRAL OFFICE of National Food Authority.

2. In the event the maturity date of this Note or the due date of any installment or interest thereon falls on a holiday or non-working day, the maturity or due date shall be understood to be on the preceding banking day.

3. The following events shall be considered events of default on the loan covered by this Note, in which cases, the whole sum remaining unpaid under this Note shall thereupon become immediately due and payable, at the option of National Food Authority.

a. failure to pay any installment or interest on due date thereof;
b. attachment or garnishment of any property, material change in ownership, death of the debtor, dissolution, receivership, insolvency, suspension of payment, suspension of the usual business, or similar proceedings, of the debtor;
c. any of the cases mentioned under Article 1198 of the Civil Code and Section 76 and 77 of the General Banking Act;
d. default in the payment by any of the debtor, or any other present or future loan or obligation, or default in the payment of an obligation guaranteed or secured by pledge, assignment or mortgage whether due to National Food Authority or any creditor;
e. diminution or loss of value of any of the securities or collaterals offered to secure this Note;
f. any material representation or warranty made by the undersigned in this Note or any other document relative to this Note shown to be incorrect or misleading;
g. any act or event which, in the opinion of National Food Authority results in the impairment of the financial responsibility of the undersigned; and
h. failure to comply with any of the terms and conditions of this Note or any other agreement relative to this Note.

4. In the event that this Note is not paid on maturity date or if any installment or interest payable under this Note is not paid when due, the undersigned , without need of demand, shall pay National Food Authority penalty equivalent to one percent (1%) per month of the amount due and unpaid computed from the date due until fully paid, in addition to interest and other charges.

5. National Food Authority is hereby authorized and without need of notice to the undersigned, to hold, set off or apply to the payment of this note or any installment or interest payable under this Note, when due, such deposits, placements or other properties belonging to the undersigned, which may be in the possession of or under control of National Food Authority. The undersigned irrevocably appoints National Food Authority, effective upon the happening of the above-mentioned events of default, but without any obligation on the part of National Food Authority should it choose not to perform this mandate, as the attorney-in-fact of the undersigned with authority to sell and dispose of, by public or private sale, any property of the undersigned, which may be in the possession of National Food Authority or under its control and to apply the proceeds thereof to the payment of this Note. The undersigned shall, however, remain liable for any deficiency.

6. In the event that his Note is referred to an attorney or agency for collection, the undersigned shall pay attorney’s or collection fees equivalent to twenty five percent (25%) of the amount due or Php10,000.00 whichever is higher, in addition to the costs and expenses of collection or litigation. Any court action arising out of this Note shall be brought in the proper courts of Quezon City, Metro Manila.

7. The undersigned expressly consent to any extension or renewal, in whole or in part, and/or partial payment of this Note, which may be requested by or granted to anyone or all of the undersigned, any changes in the interest rate and other terms and conditions of the loan as a result of said extension or renewal, and shall continue to be liable thereon.

8. Presentment, demand, notice of dishonor, protest or notice of any kind are hereby waived in case of judicial execution of this Note the undersigned waives all their rights under the provisions of Rule 39, Section 12 of the Rules of Court.

9. Any notice given to the undersigned relative to this Note, shall be considered validly received and binding upon the undersigned if served at the address/es set forth in any document submitted by the undersigned to National Food Authority or at such address/es as may be given in writing by the undersigned to National Food Authority.

10. This loan shall be for the purpose of _________________________________.


BORROWER

__________________________________ __________________________________


SIGNED IN THE PRESENCE OF:


________________________________ _________________________________
Witness Witness





ANNEX C
CORN DEVELOPMENT FUNDGRANT COMPONENT
GRANT REQUIREMENT CHECKLIST

Applicant:Amount Applied:
Address:Project Title:
Tel. No.:Fax No.:

Documents/ papers to be submitted ( with check mark):

I. Upon Application: II. Other Supporting papers required:
Please return this checklist together with the documents.






ANNEX B


CORN DEVELOPMENT FUND GRANT COMPONENT
PROJECT PROPOSAL BRIEF


Application No. :__________________
Date: :__________________


I. Name of Project: ___________________________________________________


II. Project Proponent
3. Principal Officer/Position: ______________________________________
_______________________________ ________________________
_______________________________ ________________________
_______________________________ ________________________ _______________________________ ________________________
_______________________________ ________________________
_______________________________ ________________________
_______________________________ ________________________ _______________________________ ________________________


III. Project Details
____________________ __________ ________ _____ ________ ____________________ __________ ________ _____ ________ ____________________ __________ ________ _____ ________ ____________________ __________ ________ _____ ________ ____________________ __________ ________ _____ ________
____________________ __________ ________ _____ ________

IV. Project Concept and Design:




NOTE: Attach a copy of the Needs Analysis conducted.

Prepared by:

___________________________
Name and Designation




(TO BE FILLED UP BY TWG MEMBER)

1. Documents Required: 2. Other Documents Submitted:
COMMENTS/REMARKS:
________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________


Interviewed by: ____________________________
Date: ______________



ACTION TO BE TAKEN

[ ] For detailed Evaluation
[ ] Submission of additional requirements
[ ] Application disapproved


By: ___________________________________
Date: __________________________________


Noted by: _______________________________
Date: _________________________________