Guidelines on Receivership and Liquidation Proceedings of Non-Banks with Quasi-Banking Functions (NBQBs) and Trust Entities

BANoKo SEnrnau NE PILIPINAS OFFICE OF THE GOVERNOR C1RCU1AR 119. 719 Series of 2011 Subject: Guidelines on Receivership and Liquidation Proceedings of Non-Banks with Quasi-Banking Functions (NBQBs) and Trust Entities The Monetary Board, in its Resolution No. 589 dated 14 April 2011, approved the attached Guidelines on Receivership (Part l) and Liquidation (Part ll) Proceedings of NBQBs and Trust Entities. This Circular shall take effect fifteen (15) calendar days after the publication in the Official Gazette or in a newspaper of general circulation. FOR THE MONETARY BOARD b May 2011 A. Mabini 5t., Mafate 1004 Manila, Philippines c (6321524-7On. www.bso.lov.oh . [email protected]

PART I GUTDEUNES ON RECE|VERSH|P OF NBQBs/TRUST ENT|T|ES lntroduction Receivership is defined as the condition when the Monetary Board (MB) designates a person, known as a ,,Receive/,, to take over an institution enumerated under ltem I of these guidelines and administer and hold the assets of the institution in trust for its creditors a nd stockholders. l. Coverage These Guidelines shail cover institutions which sharr refer to any of the folowing; a. Non-banks with.quasFbanking ricense (i.e. lnvestment houses and Financing companies); and b. Trust entities. il. legal Bases for placement under Receiverchip a. Section 30, R.A. No. 7653 "Whenever, upon report of the head of the supervising or examining department, the Monetary Board finds that a x x x quasi-bank: f is unabre to pay its riabirities as they become due in the ordinary course of business: provided, that this shall not include inability to pay caused by extraordinary demands induced by financiar panic in tfe'uanring community; 2. has insufficient rearizabre assets, as determined by the Bangko sentral to meet its liabilities; or cannot continue in business without involving probable losses to its depositors or creditors; or 4. has willfully violated a cease and desist order under section 37 that has become final, involving acts or transactions which amount to fraud or a dissipation of the assets of the institution; x x x,,

't x x The receiver shalr determine as soon as possrbre, but not rater ninety (90) days from takeover, whether the institution than may be rehabiritated or othen^,ise praced in such a condition so that it may'b" resume business with safety to its x x x p".iiii"o to creditors and the g"n"r.i Provided, That any determination for the resumption fruti., of business of the institution shall be subject to prior approval of the Monetary Board.,, "lf the receiver determines that the institution cannot be rehabiritated or permitted to resume business in accordance with the next preceding paragraph, the Monetary Board shalr notify in writing the board oi dir".to^ of its findings and direct the receiver to pioceed with the riquidation oi the institution x x x', "The actions of the Monetary Board taken under this section or under section 2g of this Act shalr be frnar and executory and may not be restrained or set aside by the court except on petition for certiorari on the grounJthat the action taken was in excess of Jurisdiction or with such grave abuse of discretion as to amount to rack or excess of jurisdiction. The petition for certiorari may onry be fired by the stockhorders of record representing the majority of the capitar stock within ten(10) days from receipt uv il.,u uo.?o or directors of the institution of the order directing receivership x x x,, "The x x x appointment of a receiver under this section shart be vested exclusively with the Monetary Board, xxx,, Section 53, R.A. No.8791 "ln case a x x x quasi-bank notifies the Bangko Sentral or publicly announces a bank horiday, or in any manner suspends the payment of its deposit riabirities for more than thirty (30) days, the Monetary Board may summarily and without need for prior hearing crose such banking instituiion and place it under receivership xxx.,, Section 50, R.A. No. g791, 2nd par. "whenever a x x x quasi-bank or trust entity persists in conducting its business in an unsafe or unsound manner, the Monetary Board may, without prejudice to the administrative sanctions provided in section gz oi ttre new central Bank Act, take action under section 30 of the sarne Act x x x,, d. Section 91, R.A. No. 9791 in relation to Section 66 of R.A. No. g791 and Section 35 of R.A. No. 7653

Section 91, R.A. No. g791 'Sanctions and penarties. - A trust entity or any of its officers and found to have witfu'y viorated any perti;;tltvisions directors of this Act, sha, be subject to the sanctions and penalties provided under section 66 of this Act as well as Sections 36 and 37 of the New Central Bank Act.,, Section 66, R.A. No. g79l "Penalty for Vioration of this Act. -unress othenvise herein provided, violation of any of the provisions of this Act the shall be subject to sections 34, 35' 36 and 37 of the New centrar Bank Act. rf the offender is a director or officer of a bank, quasi-b,ank or trust entity, the Monetary Board may also suspend or remove such director or officer. if th" uior.tio" t .",,,'i,n"i i* corporataon, such corporation may be dissolved proceedings instituted by the Solicitor by quo ;;#" Generat.,, Section 36, R.A. No. 7653 "Sec. 36. Proceedings Upon Violation of This Act and Other Banking Laws, Rules, Regulationg Orders or Instructions _ . xxx xxx xxx Whenever a xxx quasi-bank persists in carrying on its business in an unlawful or unsafe manner, the Board may, without prejudice provided in the.preceding paragraph to ine penarties of this seciion ana tie administrative sanctions provided in section 37 0fthis Act, take action undersection this Act.,, 30 0f lll. Minimum euailfications of the Recelver The receiver shail possess at ail times the foilowing minimum quarifications: a. Must belong to the private sector; b. Must have appropriate knowredge, training and competence in banking and finance, receivership, liquidation, the fierd of rehabilitation/ corporate recovery insorvency, or supervision and reguration of financiar institutions; c' Must have a minimum of five (5) years work experience in any of the following:

(i) rehabilitation/corporate .recovery receivership, liquidation, or insolvency involving a business simirar in size and comprexity as that the institution under receivership; or of (ii) banking and finance or supervision and regulation institutions. of financial d' Must pass the Tit and proper" rure of the BSp on bank directors/officers; e' Must be of good morar character, sound judgment and tact in dealing with the transactions of the institution under receivership; f. Must not have conflict of interest as defined in these guidelines s' Must not be incruded in the BSp watchrist Disquatification Files ,?,, and ,,8,; h. Must be eligible for coverage by a fidelity bond; i. Must not have been convicted by, or have no pending administrative case before a court or administrative criminal or involving dishonesty or breach of trust such body f;. ;;; offense as, but not limited io, estafa, embezzlement, eltortion, forgery malversation, swindling theft, robbery falsification, bribery vioration of B.p. Brg. 22, vioration corrupt practices act and prohibited acts and transactions ir antigraft ano under selion 7 0f R.A' No. 6713 (code of conduct and Ethicar Standards for pubric officiars and Employees), violation of banking laws, rules and regulations; and j' Must not have been sentenced by a court to serve a maximum term of imprisonment of more than six years, which conviction has become finat and executory. A juridical person may serye as a receiver; provided, that it must designate as its representative/s natural person/s who possess/ess all of the above qJincations. Such juridical entity and the representative,/s are solidarily accountable for all the liabilities of the receiver. The Receiver shall be appointed by the MB and may be replaced at anytime upon written notice by the MB. The BSP may maintain a poor of qualified receivers who shall be subjected to the following selection process: (i) The supervision and Examination sector (sES) shail send invitations citing the minimum requirements for the position, together with a copyof the

terms of refellnce to specific persons with reputabre !ToR), in handring corp-orate track record recoveries, rehabiritation, receivership, finance or. ,rp".uirion and regutation riquidation, ,l1l,lfi?"":nd oi rinancial (ii) Interested parties. shail submit an apprication for appointment as receiver of an entity, together w*h the statement that the appricant is agreeable to the TOR prescribed by the BSp. The applicant shall also submit his/her/its proposed compensation and other fees. (iii) The sE' shart evaruate the quarifications submitted by the appricants shall prepare a short list of those qr.iiriua. and To be included in the short rist, candidates must compry strictry with the minimum quarifications. The BSp-accreditation of the.receivers may be.renewed every three (3) years. Any person pre-quarified to ue_inuuJel in',#olo,, may be appointed t"re NBQBsfirust entitietsro;icii-" *.r, conditions as Receiver of il:#,# as may be imposed The sES' when recommending to.the MB the person who sha, receiver, shall consider, among be appointed as otherg the following: (i) Area of expertise of the candidates vis-A-vis the nature of the business of the entity under receivership; (ii) Amount of assets of the entity under receivership; (iii) proposed compensation and other fees; and (iv) Any information available in the br a ndlor in tegat/proressiona I orga nization r r"s".o r;;'ff::":'Jl1::itv tv. Confllct of tnterest conffict of interest is a situation wherein a person in a fiduciary position competing professionar or personar has interests that can make it difficurt his/ her duties impartially, which to fulfirl may inctuJe ti"tfiorving, a' The person is, or was within two (2) years prior to the date the the institution under r"ceiu".slii--"-'dir".tor, Mg praced consultant/adviser, external officer, employee, . counset/auditor, creditor, d"otor, or stockholder of the institution under receivership;

b' The person is. presently engaged in a competing rine institution under receiversh ip; of business as the c' The person is related by consanguinity or affinity within the fourth civil degree to such creditor, debtoi, stockhorder, director, officer of the institution under receivership; d. The person has a direct or indirect interest in the institution receivership or any of its creditors; under or e' other cases anarogous to the foregoing or where there is a crear showing of a conflict of interest, as may be deiermined by the MB. The appricant-receiver shat discrose whether he/she/it possesses any of the foregoing conflict of interest. V. Powers, Dutles and Responslbilities of the Receiver The receiver has the following principal responsibilities: a' Take charge of the institution,s assets and riabirities as provided in the Receivership procedures attached as Annex A; b' As expeditiousry as possible, cotect and gather all administer the same for the benefit of the assets and powers of a receiver under the its creditors and exercis" ;il"#:; Revised Rules of court but slalt -"nynot, wi*r the exception of administrative expenditures, pay wit invorve the transfer or disposition of any or .orii act that asiet of trre insiituiion; c. Determine as soon as possible, but not later than ninety (90) days from takeover, whether the institution may be rehabilitated o. otirl-*ir" pt"."o in such a condition so that it may be permitted to resume business with safety to its clients, creditors and the general public; and d' Evaluate and propose rehabilitation plan that may be submitted and make a recommendation to the MB whether the institutioi rehabilitated or liquidated. snould be e. Upon approvar by the MB of the receive/s recommendation for riquidation, the receiver sha, proceed with the riquidation without prejuiice to the prerogative of the Mg to select a liquidator. Pate 6 ol 7

The receiver, in the performance of his/her/its duties, shall observe due diligence as required under the circumstances, reasonabre skiil, sound discretion and good faith. vt. Deslgnation of Deputy Receiver/s The receiver may appoint as many deputies as may be necessary to accomprish the objectives of receivership. The appointed defuties shourd possess the same qualifications required of a receiver. vil. Term of Receivership unless otherwise provided by competent court, the receiver shall determine *'.'hin, ninety (g0) days from takeover, wheihe, the institution may be rehabilitated or riquidated. The said determination to rehabiritate or riquidate the institutionsha, be subject to prior approvar of the MB. The receivership may be terminated either upon receipt of the order of the MB .rir,oririn! ,r," institution to resume its operation or order pracing it under riquidation. Vlll. Remuneration of the Receiver The Receiver and the Deputy Receivers shall receive remunerations not more than the amount to be fixed by the MB. All expenses attendant to the receivership, incruding the above, shail be borne by or chargeable to the institution concerned.

Annex A RECEIVERSHIP PROCEDURES FOR NON-BANKS WITH qUASI-BANKING FUNCTIONS (NBQBs)AND TRUST ENTITIES A. Pre-Takeover Preparations In preparation for actual takeover, the receiver designated by the Monetary Board ("MB") shall, as much as practicable, see to it that the following procedures are accomPlished : 1. Designation of deputy receiver(s) and the formation of a complete receivership team which preferably includes an auditor and a lawyer. The composition of the team shall depend on the size, type of institution and the number of branches; 2. Planning, organization, and coordination of the duties and functions of all members of the team and complete briefing of the mechanics and the strategy of the takeover in a conference called for the purpose; 3. Drawing-up/formulation of policies, guidelines and strategies to ensure the effective implementation of Monetary Board ("MB") resolutions, BSP Circulars and other applicable laws in relation to the receivership of the institution; 4. Arrange security measures for the takeover; and 5. Review of the examination papersfiles and other documents pertalning to the institution to be taken over. B. Actual Takeover During the actual takeover, the following procedures shall be observed: 1. Serve the letter of authority from the Deputy Governor of the supervision and Examination Sector on the takeover addressed to the President/Board of Directors of the institution. The receiver/deputy receiver shall see to it that the official receiving the said letter of authority indicates his designation, date and time of receipt on the duplicate copies of the letter. In case the management of the institution refuses to allow the takeover, the receiver/deputy receiver shall immediately report the matter to the

Annex A nearest office of the Philippine National Police and to the MB for further instructions; 2. As soon as the official of the institution receives the letter of authority on takeover, all operations shall be under the direction of the receiver or deputy receiver. The receiver shall suspend all operations except collections of loans and receivables; 3. Post a notice in the most conspicuous place in the institution's premises (usually the main door) informing the public of the placement of the institution under receivership; 4. Adopt appropriate security measures, such as hiring of private security guards, to prevent removal of records and other properties from the premises of the institution; 5. Notify in writing all of the institution's depository banks of the receiver's takeover with instruction not to honor any withdrawal from the institution's deposit accounts without the written approval of the receiver/deputy receiver; 6. Request or secure copies of trial balance, statement of condition and statement of earnings and expenses as of the last working day preceding the actual takeover; 7. Open a new deposit account (preferably a current account-savings account combo) with a reputable bank within the vicinity, in the name of the closed institution, with the Receiver as the authorized signatory and custodian. The Receiver may also maintain the existing account of the institution provided that the Receiver shall be the authorized signatory. 8. Conduct physical inventory and institute appropriate control and custody of all assets, liabilities, records, books of accounts and accountable forms of the institution; 9. Notify in writing the employees of the institution concerning the suspension of their employment contracts. Determine the number of employees to be retained in the receivership operation of the institution, and issue a notice of indefinite leave of absence for those who may not be retained and a confirmation of employment for those to be retained; 10. Deposit all checks and other cash items that were inventoried and subsequent collections to the savings account/current account mentioned in ltem 7 above; and

Annex A 11. Reconcile the inventoried properties/assets with the books/records and account for missing items. Demand from the responsible/ accountable officials the turnover of unaccounted items or written explanation under oath for each of the missing items. The tasks and the procedures listed above need not be followed in the order they were listed. The entire receivership team is expected to exercise sound discretion in giving priorities to more urgent matters. Moreover, the receiver/deputy receiver may adopt other measures/ appropriate steps he may deem necessary under given circumstances. Finally, he shall endeavor to effect an orderly and seamless takeover and minimize inconvenience to the institution's management and personnel. Item Nos. (1) to (9) above should be, as much as practicable, undertaken on the first day of takeover. C. Post Takeover Within fifteen (15) days after the completion of the takeover, the receiver shall submit to the MB, through the Deputy Governor of the Supervision and Examination Sector, a report containing the following information: 1. Brief history of the institution; 2. Basis of its placement under receivership; 3. Comparative balances of its account as reflected in the books as of takeover date against the balances obtained per inventory and turnover from the institution's management to the receiver; 4. lnventories mentioned in ltem B. 8 above; and 5. Such other information that should be brought to the attention of the MB. D. Accounting and Reportorial Requirements Accounting Once takeover is in place, the receivership team shall immediately undertake to:

Annex A 1. Adopt an effective accounting system. a) Cairy in the receiver's books a chart of accounts of the institution, with additional accounts such as Receivership Costs and Fees (for recording of the salaries of the receivership team and those of the institution's employees to be retained, and other authorized expenses incurred by the receiver) and the Receivership Income (which may include rental income, and interest income); b) Supervise the closing of the books as of takeover date and transfer the balances of all real accounts from the institution's books to the new set of books opened by the receiver's team; and c) Record receiver's transactions involving receipt and disbursement of cash in accordance with generally accepted accounting principles. 2. Attend to all requirements of various agencies of the government, such as filing of tax returns and notices or other reportorial requirements of the Department of Labor and Employment, Securities and Exchange Commission and Social Security System/Government Service Insurance System. Reports The receiver shall submit a monthly report of the receivership to the MB containing, among others, the following: a) statement of Condition; b) Statement of Earnings and Expenses; c) Cash receipts and disbursements; d) Bank Reconciliation Statements; e) Summary of loan collections; Summary of Assets Acquired; and g) Status of Legal Cases

Annex A E. Administration of the Assets of the lnstitution The receivership team or any member thereof, to be assigned by the receiver relative to the administration of the institution's assets, shall perform the following tasks/duties: Cash and Deposits in Banks l. Reconcile the deposit accounts of the institution and prepare/book the necessary adjusting entries. 2. Pay the following receivership expenses: a) Salaries and other allowances of officers and employees, including those of the receivership team; b) Security and janitorial services; c) Rental on institution's premises; d) Telephone, light, water and other utility expenses; and e) Insura nce Other than the foregoing expenses, no payment shall be made unless it is necessary for the preservation of the institution's assets and the ooeration of the receiver. Loans/Receivables and Trading Account Securities l. Evaluate documents of each loan folder and segregate vital documents from the file; 2. Prepare inventory of missing documents and demand explanations under oath from accountable/responsible officers of the institution; 3. Send demand letters, when due, or notice to borrowers and co-makers of various loan accounts; 4. Ensure that the real estate taxes on properties mortgaged in favor of the institution are updated by the borrowers;

Annex A 5. Hire legal counsels to enforce collection; 6. Initiate collection proceedings; and 7. Follow-up on execution of judgments when warranted. Reat and Other Properties Acquired 1. Update payment of taxes; 2. Collect the fruits and rentals; and 3. Perform other acts which are necessary in preserving the properties and making them productive; F. Rehabilitation Proposal In case a rehabilitation proposal is submitted, the receiver shall undertake to: 7. Evaluate the rehabilitation proposal which shall contain, among others, the following: a) a capital restoration plan that shall include an initial fresh capital infusion of an amount (to be determined by the Receiver) that will render the institution operational ; b) a business improvement plan that shall contain set of actions to be taken immediately to bring about an improvement in the entity's operating condition ; and c) a corporate governance reforms that shall contain actions to be immediately taken to improve composition of the Board of Directors and to enhance the quality of its oversight over the management and operation of the entity. 2. Submit report on the rehabilitation proposal, together with his evaluations and recom mendation(s), to the MB within ninety days (90) from takeover.

Annex A G. Termination of Receivership Unless otherwise provided by competent court, the receiver shall determine within ninety (90) days from takeover, whether the institution may be rehabilitated or liquidated. The said determination to rehabilitate or liquidate the institution shall be subject to prior approval of the MB. The receivership may be terminated either upon receipt of the order of the MB authorizing the institution to resume its operation or order placing it under liquidation. Upon termination of the receivership, the receiver shall - 1. Submit a report to the MB containing the following: a) MB resolution placing the institution under receivership; b) Summary of total cash realized and disbursed by the receiver; c) Comparative balance sheet statements as of takeover date and as of termination date of the receivership; d) Other information which should be brought to the attention of the MB; e) Recommendation for the discharge of the receivership team from the receivership duties. 2. Prepare an inventory of assets, liabilities and records to be turned over to the new management (if the entity is to be rehabilitated) or to the liquidator (if the entity is to be liquidated).

PART II GUIDELINES ON UQUIDATION PROCEEDINGS OF NBQBs/ TRUST ENTITIES 1. lntroduction Liquidation is the process by which all the assets of an NBQB/Trust Entity are converted into liquid assets (cash) in order to pay for all the claims of creditors of the NBQBS, and the remaining balance, if any, is to be distributed to the stockhol.ders of the corporation. A liquidation proceeding is a proceedingin rem so that all other interested persons whether known to the parties or not may be bound by such proceeding.l legal Bases for Liquidation Proceedings Section 30 of Republic Act No. 7653, otherwise known as the New Central Bank Act Proceedings in Receivership ond Liquidotion. - "xxx xxx xxx "lf the receiver determines thot the institution cannot be rehobilitoted or permitted to resume business in accordance with the next preceding paragroph, the Monetqry Boord sholl notify in writing the boord of directors of its findings ond direct the receiver to proceed with the liquidotion of the institution. The receiver sholl: "i. file ex parte with the proper regional triol court, and without requirement of prior notice or any other oction, a petition for assistonce in the liquidation of the institution pursuant to o liquidotion plan adopted x x x. ln case of quosi- bonks, the liquidation plan sholl be odopted by the Monetary Boord. Upon ocquiring jurisdiction, the court shall, upon motion by the receiver after due notice, adjudicate disputed cloims against the institution, assist the enforcement of individual liobilities of the stockholders, directors ond officers, ond decide on other issues os moy be materiol to implement the liquidation plon adopted. The receiver sholl poy the cost of the proceedings from the assets of the institution. "ii.convert the ossets of the institution to money, dispose of the some to creditors ond other parties, for the purpose of poying the debts of such institution in occordonce with the rules on concurrence ond preference of credit under the Civil Code of the Philippines ond he moy, in the nome of the institution, and with the ossistonce of counsel os he moy retqin, institute such octions os moy be necessary to collect and recover occounts ond ossets of, or defend ony oction against, the institution. The assets of an institution under receivership or liquidation shall be deemed in custodiq legis in the hands of the receiver and sholl, from the moment the institution was placed under such receivership or I chua v. NLRC. 1990

liquidotion, be exempt from any order of gornishment, levy, ottochment, or execution," Section 56, R.A. No. 8791 Whenever a x x x quasi-bank or trust entity persists in conducting its business in an unsafe or unsound manner, the Monetary Board may, without prejudice to the administrative sanctions provided in Section 37 of the new Central Bank Act, takeactionunderSection30ofthesameAct xxx xxx xxx" section 91, R.A. No. 8791 in relation to section 66 of R.A. No. 8791 and section 36 of R.A. No, 7653 Section 91,, R.A. No. 8791 "Sonctions and Penalties. - A trust entity or any of its officers and directors found to have willfully violated any pertinent provisions of this Act, shall be subject to the sanctions and penalties provided under Section 5G of this Act as well as Sections 36 and 37 of the New Central Bank Act. Section 66, R.A. No. 8791 Penolty for Violotion of this Act. - Unless otherwise herein provided, the violation of any of the provisions of this Act shall be subject to Sections 34, 35, 36 and 37 of the New Central Bank Act. lf the offender is a director or officer of a bank, quasi-bank or trust entity, the Monetary Board may also suspend or remove such director or officer. lf the violation is committed by a corporation, such corporation may be dissolved by quo worranto proceedings instituted by the Solicitor General. Section 36, R.A. No. 7653 Proceedings Upon Violotion of This Act ond Other Bonking Lows, Rules, Regulotions, Orders or lnstructions . - xxx xxx xxx Whenever a xxx quasi-bank persists in carrying on its business in an unlawful or unsafe manner, the Board may, without prejudice to the penalties provided in the preceding paragraph of this section and the administrative sanctions provided in Section 37 of this Act, take action under Section 30 of this Act.,, 3. Selection of Liquidator 3.1. Minimum Qualifications of the Liquidator The liquidator shall possess at all times the following minimum qualifications:

a. Must belong to the private sector; b. Must have appropriate knowledge, training and competence in the field of banking and finance, receivership, liquidation, rehabilitation/corporate recovery, insolvency, or supervision and regulation of financial institutions; c. Must have a minimum of five (5) years work experience in any of the following: i, reha bilitatio n/corporate recovery, receivership, liquidation, or insolvency involving a business similar in size and complexity as that of the institution under liquidation; or ii. banking and finance or supervision and regulation of financial institutions. d. Must pass the "fit and proper" rule of the BSP on bank directors/officers; e. Must be of good moral character, sound judgment and tact in dealing with the transactions of the institution under liquidation; f. Must not have conflict of interest as defined in these guidelines; c. Must not be included in the BSP Watchlist Disqualification Files "A" and"B"; h. Must be eligible for coverage by a fidelity bond; i. Must not have been convicted by, or have no pending criminal or administrative case before a court or administrative body for any offense involving dishonesty or breach of trust such as, but not limited to, estafa, embezzlement, extortion, forgery, malversation, swindling, theft, robbery, falsification, bribery, violation of B.P. Blg. 22, violation of anti-graft and corrupt practices act and prohibited acts and transactions under Section 7 of R.A. No. 6713 (Code of Conduct and Ethical Standards for Public Officials and Employees), violation of banking laws, rules and regulations; and j. Must not have been sentenced by a court to serve a maximum term of imprisonment of more than six years, which conviction has become final and executory. A juridical person may serve as a liquidator; Provided, that it must designate as its representative/s natural person/s who possess/ess all of the above qualifications. Such juridical entity and the representative/s are solidarily accountable for all the liabilities of the liquidator. The BSP may create a pool of pre-qualified liquidators, whose inclusion in the pool is subject to renewal every three (3) years. Any person pre-qualified to be included in the pool, may be appointed as Liquidator of one (1) or more NBQBsfIrust Entities subject to such conditions as may be imposed by the MB. The Liquidator shall be appointed by the MB and may be replaced at anytime upon written notice by the MB.

3.2. Conflict of lnterest Conflict of interest is a situation wherein a person in a fiduciary position has competing professional or personal interests that can make it difficult to fulfill his/her duties impartially, which may include the following: a. The person is, or was within two (2) years prior to the date the MB placed the NBQBfirust Entity under liquidation, a director, officer, employee, consultant/ adviser, external counsel/auditor, creditor, debtor, or stockholder of the said NBQB, or any of its subsidiaries, affiliates or related interests; b. The person is presently engaged in a competing line of business as the NBQBffrust Entity under liquidation; c. The person is related by consanguinity or affinity within the fourth civil degree to such creditor, debtor, stockholder, director, officer, consultant/ adviser, or external counsel/auditor of the NBQBfirust Entity under liquidation; d. The oerson has a direct or indirect interest in the NBQBfirust Entity under liquidation; or any of its creditors; or e, Other cases analogous to the foregoing or where there is a clear showing of conflict of interest, as may be determined by the MB. 3.3. Selection Process a. The Supervision and Examination Sector (SES) shall send invitations, together with a copy of the terms of reference (TOR), to specific persons with reputable track record in handling corporate recoveries, rehabilitation, receivership and liquidation citing the minimum requirements for the position. b. Interested parties shall submit an application for appointment as liquidator of an entity, together with the statement that the applicant is agreeable to the TOR prescribed by the BSP. The applicant shall also submit his/its proposed comDensation and other fees. c. The SES shall evaluate the qualifications submitted by the applicants and shall prepare a short list of those qualified. To be included in the short list, candidates must comply strictly with the minimum qualifications, SES, when recommending to the MB the person who shall be appointed as liquidator, shall consider, among others, the following: . Area of expertise of the candidates vis-i-vis the nature of the business of the N BQB/Trust Entity under liquidation; . Amount of assets of the NBQB under liquidation;

. Proposed compensation and other fees; and . Any information available in the business community and/or in legal/ professional organizations regarding the candidate. SES shall then recommend to the Monetary Board the person/partnership/ firm who/which shall be appointed as liquidator. 4. Terms of Reference of the BSP-Appointed Liquidator 4.L. Functions, Responsibilities and Authorities of the Liquidator a. Master Liquidation Plan lmplement the Master Liquidation Plan for NBQBsfirust Entities (Annex A). b. Liquidation Process The BSP-designated liquidator of the NBQB[rust Entity shall; 1. Within sixty (60) days upon receipt of the Monetary Board placing the NBQB/Trust Entity under liquidation, file ex parte a Petition for Assistance in the Liquidation of the NBQB[rust Entity with the proper Regional Trial Court pursuant to the Master Liquidation Plan; 2. Represent and act for and in behalf of the closed NBQB/Frust Entity; 3. Gather and take charge of all the assets which shall include the NBQB/Trust Entity license, records, documents and affairs of the NBQB/Trust Entity, and administer the same for the benefit of its creditors; 4. Collect loans and other claims of the NBQB/Trust Entity, and for this purpose, modify, compromise or restructure the terms and conditions of such loans or claims as may be deemed advantageous to the interest of the creditors and claimants of the closed NBQBfirust Entity; 5. Convert the assets to money or dispose of the same to creditors and other parties for the purpose of paying debts of the NBQB/Trust Entity in accordance with the preference of credits provided under the Civil Code; 5. Settle the affairs of the NBQBffrust Entity within a reasonable time preferably within three (3) to five (5) years; 7. Provide for his own organizational support and for other resource back-up facilities to accomplish the liquidation plan, including hiring of counsel; 8. Bring suits to enforce liabilities of the directors, officers, employees, agents of the closed NBQB[rust Entity and other entities related or connected to the

closed NBQBfrust Entity or to collect, recover and preserve all assets, including assets over which the NBQBfirust Entity has equitable interest; 9. Incur, disburse, charge and be paid from the funds of the NBeB/Trust Entity, liquidato/s fees, salaries/compensation of support personnel and such other necessary expenses incurred in the discharge of the liquidation funttions subject to approval by the Liquidation CourU and 10. Perform such other functions necessary in the liquidation of the NBeB/Trust Entity. c. Safeguards for Preserving the Assets of an Entity during the Liquidation process The liquidator, in the performance of his/her/its duties, shall observe due diligence as required under the circumstances, reasonable skill, sound discretion and good faith. lmmediately after his takeover, the liquidator shall take appropriate steps to manage, administer and preserve the assets of the NBQB/frust Entity in order to conserve and/or maximize the value of the assets, including assets in the possession or administration of third persons or those previously given as collaterals by the NBQB/Trust Entity to its creditors. Accordingly, the liquidator shall undertake the following steps: 1. All properties included in the inventory of assets and/or under the custody of the liquidator that are reasonably deemed to have inherent risk, shall be adequately insured; 2. The liquidator shall use all legal means to control the assets, collect all receivables, bring suit to collect claims and resist all unlawful claims against the assets of the entity; 3. Investible funds shall be limited to readily marketable government securities; 4. The liquidator shall convert the assets into money with convenient speed as may be practicable and at maximum recovery obtainable under the circumstances: 5, The liquidator and his staff shall be prohibited from purchasing properties of the NBQB/trust Entity subject of liquidation; 6. The liquidator shall limit administrative expenses to what is necessary and reasonable; 7. Third parties hired to perform certain activities shall possess the education, experience, training and competence necessary for the job; 8. The liquidator shall maintain appropriate records which may be made available to parties as provided in Section 4.6 below; and

9. The liquidator shall be required to post a surety bond in an amount not less than 10% of the book value of the total assets of the institution as of takeover. Said surety bond shall be renewable every year and the amount of which shall be at least 10% of the realizable assets of the preceding quarter. d. Submission of Status Report The liquidator shall submit a semestral status report to the MB, or as often as may be required by the MB. The liquidator shall also submit a status report to the Liquidation Court if so required by the Liquidation Court. 4.2. Compensation and/or Fees of Liquidator The Liquidator and the Deputy Liquidators shall receive compensations not more than the amount to be fixed by the MB. All expenses attendant to the liquidation, including the above, shall be borne by or chargeable to the institution concerned. 4.3. Termination of Liquidation Proceedings The liquidation proceeding shall be deemed closed and terminated upon finality of the order of the Liquidation Court approving the termination of the liquidation proceeding and discharging the Liquidator from any and all liabilities arising from or in connection with the Liquidation of the closed NBQB/frust Entity. 4.3.1. Disposition of Remaining Non-Cash Assets In case the NBQBfirust Entity has remaining non-cash assets, the Liquidator shall recommend to the Court the final disoosition of such assets. 4.4. Final Liquidation Report At the end of the liquidation proceedings, the Liquidator shall submit a final report to the Monetary Board and the Liquidation Court. The Liquidator shall recommend to the Court the issuance of an order terminating the liquidation proceedings. 4.5. Extension or Replacement of Liquidator In case the Liquidator fails to terminate the Liquidation proceedings within his term, the Liquidator shall submit a status report and may request for extension of his term or replacement, subject to BSP approval. The Liquidator shall manifest to the court such approval for the information of creditors and other stakeholders. Upon the termination of the liquidation proceedings, the Liquidator shall pursue action in accordance with the preceding Subsection.

4.6. Records of the Liquidation Proceedings The liquidator shall maintain records of the liquidation proceedings which may be made available to parties duly authorized by him or the Liquidation Court. After the termination of the liquidation proceedings, the liquidator shall turn over aJl records to a custodian duly appointed by the Court. 5. Term of Liquidator The Liquidator shall serve for a term of five (5) years unless sooner terminated, revoked or extended by the MB. 6. Proceedings in Case ofVoluntary Liquidation 6.1. Grounds An NBQB[rust Entity may elect voluntary dissolution under the Corporation Code by any of the following methods: a. by two-thirds (2/3) vote of the stockholders and majority vote of the board of directors, where no creditors are prejudiced; b. judgment of the Securities and Exchange Commission after hearing the petition for voluntary dissolution, where creditors are prejudiced; or c. amending the articles of incorporation to shorten the corporate term, provided all creditors are assured of payment of their claims. The liquidation of an NBQB[rust Entity which is voluntarily dissolved may be undertaken by the NBQB/trust Entity itself through its Board of Directors, or by a Trustee appointed by the NBQB[rust Entity. lf the liquidation cannot be carried out by the Board of Directors or by a Trustee, a Liquidator may be appointed by the Monetary Board. However, in both of the foregoing cases, the following conditions shall apply: r No voluntary dissolution shall be undertaken by an NBQB/Trust Entity without written notice to the Monetary Board; . The notice shall be accompanied by a surrender of license and request for approval of a liquidation plan which lays down the procedures to be adopted in the liquidation of the NBQB/Trust Entity; . The liquidation plan shall be implemented by the Board of Directors/ Trustee/Liquidator only upon its approval by the Monetary Board; PaBe 8 of 9

Within five (5) days from receipt of notice of approval by the Monetary Board of the NBQBfi-rust Entity's Liquidation Plan, the Board of Directors shall cause the posting in three (3) public places and publication of the NBQB/frust Entity's voluntary dissolution once in a newspaper of general circulation; and The liquidation shall be terminated within a reasonable time, preferably within five (5) years or sooner. 6.2. LiquidationProcess The liquidation plan shall, at a minimum, include the following: a. Inventory/Appraisal of Assets and Liabilities. A schedule/inventory and status/appraisal reports of assets and liabilities of the NBQB[rust Entity. b. Notice to Creditors. Notice of the voluntary dissolution to be sent by the Board of Directorsflrustee/Liquidator by registered mail to all creditors of the NBQB/Trust Entity advising them to file their claims within a set deadline. Publication of the same notice shall be made in a newspaper of general circulation at least once a week for two (2) consecutive weeks, within thirty (30) days from approval by the Monetary Board of the voluntary dissolution. c. Conversion of Assets into Money. Projected timetable to convert assets and manner of conversion, e.g., thru public auction or negotiated sale. d. Project of Distribution of Assets and Liquidating Dividends. e. Final Notice to Claimants/Creditors. Undertaking of the Board of Directors/ Trustee/Liquidator to advise, within thirty (30) days from conversion into money of all or substantially all of the assets of the NBQB/frust Entity, by registered mail and by publication in a newspaper of general circulation at least once a month for three (3) consecutive months, that claimants/creditors have thirty (30) days from last publication within which to claim check payments. f. Final Liquidation Report. Submission by the Board of Directorsflrustee/ Liquidator, within thirty (30) days from the deadline given in the final notice to claimants/creditors, of a final liquidation report to the Stockholders, copy furnished the Securities and Exchange Commission and the Monetary Board. The final report shall include, among others, a list of the remaining non-cash assets of and claims against, the NBQB/Trust Entity, if any.

ANNEXA MASTER UQUIDATION PIAN FOR NBQBS/TRUSI ENTMES 1. Preparation ofSchedules ofAssets and Liabilities After the turn-over of the affairs of the insolvent NBQB/Trust Entity is completed, the Liquidator shall prepare the schedules of all the assets and liabilities of the entity accompanied by the following basic information: r Statement of condition as of date of order of liquidation . Exceptions/variances noted in the takeover . Work program pursuant to the master liquidation plan 2. Inventorv ofAssets The following procedures/guidelines shall be observed by the Liquidator in preparing the inventory of assets: 2.l.The inventory shall contain all known assets of the NBQB together with their book value and market value based on the latest available appraisal report, 2,2.Supplemental reports shall be submitted for additional assets discovered, if any, and the Liquidator shall take possession thereof. 2.3.The schedules/reports shall be the basis for the conversion/disposition of the assets. 3. Conversion of Receivables/Loans. Securities. and Other Receivables into Monev The following procedures/guidelines shall be observed by the Liquidator in converting the NBQB'sfirust Entity's assets to money: 3.1.|n case the Liquidator engages the services of private collection agencies to collect all or particular receivables of the entity, such shall be covered by an agreement in writing. 3.2. In case the liquidator shall undertake the collection of the loan receivables: 3.2.1.At least three (3) demand letters shall be sent to borrowers whose accounts are not subject to pending cases in courts, furnishing a copy of said letters to respective co-makers or guarantors, by registered mail with return card or by courier; 3.2.2.The Liquidator shall cause the appraisal of collaterals to determine their existence and valuation, where necessary. 3.2.3.Settlement proposals which require at least 20% payment of the total obligation and the balance (with interest) payable in equal amortizations within a one-year period may be allowed, provided, any deviation from the aforementioned Page 1of5

arrangement shall require approval ofthe Liquidation Court. 3.2.4.For borrowers who ignore demand letters or who fail to settle their accounts in accordance with the agreed payment arrangement, or whose demand lefiers are returned by the Post Office or by courier, the following courses of action shall be taken: 3,2.4.a. Secured loans - lmmediate foreclosure of the mortgaged property shall be instituted. 3.2.4.b. Unsecured loans - The Liquidator shall pursue appropriate legal action. 3.2.5.Foreclosure of mortgages may be done either extra-judicially or judicially. The amount of bid shall be the current appraisal value of the property or the total obligation consisting of principal, interest, penalties and other charges, including attorney's fees, other foreclosure and collection expenses incurred, whichever is lower. ln case the bid price in foreclosure sale is not sufficient to cover the total loan obligation, the necessary legal remedies shall be instituted against the borrower-mortgagor, with the assistance of the counsel engaged by the Liquidator, to recover the deficiency. 3.2.6. The Liquidator is authorized to disburse funds for foreclosure expenses, including legal fees, to be charged againstthe NBQB/trust Entity. 3.2.7.Booked receivables found to be non-existent and/or uncollectible shall be written-off subject to prior approval of the Liquidation Court. 4. Conversion of Personal and Real Estate Prooerties The conversion into money of the personal properties and real estate properties and their improvements shall be made as follows: 4.1. These items shall be sold by means of public sealed bidding or on negotiated basis; provided that negotiated sale shall only be resorted to in the event offailure of public sealed bidding. Negotiated sale shall be governed by Annex A-1.1. Sample form for negotiated offer to purchase is attached as AnnexA-1. 4.2. Publication of the sale by means of sealed bidding shall be made by the Liquidator once in a national newspaper of general circulation in the Philippines. 4.3. In case of properties situated outside National Capital Region, the invitation to bid shall atso be published once in a local newspaper of general circulation in the province or city where the property is situated at least fifteen (15) days before the scheduled sale. lf there is no newspaper of general circulation in the locality where the property is situated, the invitation to bid shall be posted conspicuously in the city or municipal hall and in other public places, like public market, at least fifteen (15) days before the Page 2 of5

scheduled sale. 4.4. In the case of personal property, the publication of sale in a newspaper may be dispensed with if the value of the property to be sold is insignificant relative to the cost of publication. Instead, noticei of sale of these properties shall be posted in government offices and other public places at least fifteen (15) days before the scheduled sale. 4.5' In case of sale through sealed bidding, sample invitation to bid is attached as Annex A-2. 4.6. The minimum selling price of real and personal properties of the NBQB shall be determined taking into consideration the appraised value based on the appraisal report made not more than two (2) years prior to date of disposition. 4.7. The Liquidator may reduce the minimum bid/selling price by not more than 10%, in case of properties that cannot be sold at the stipulated minimum bid/selling price. 4.8. The Liquidator shall recommend to the Court the write-off of assets which are ascertained to be worthless. 4.9. In case of sale thru sealed bidding of personal and/or real properties, the Uquidator may use the sample bid forms and conditions of bid as shown in Annexes A-3 and A-4, respectively. In the case of partnerships/corporations, the bid form shall be accompanied by an authority/resolution that shall indicate the designated person who shall make a bid and bind the partnership/ corporation. In any case, the higher price obtainable should govern the sale of the assets of the NBQBArust Entity. 4.10.Prospective bidders are allowed to examine the documents coveringthe real estate properties and their improvements and to inspect the property and improvements at their site, if desired. 4.11.The condition of the bid with respect to the real estate properties and improvements shall form part of the conditions for the sale of such assets. 4.12. All bids shall be in Philippine currency and shall be written in words and in figures. ln case of conflict between words and figures, the words shall prevail. 4.13. Bid proposals together with the minimum 20% of the bid tender in cash or manage/s check shall be submitted to the Liquidator in sealed envelopes. Sample Invitation to Bid is shown in Annex A-2. Bidders of real property shall be those qualified to own real property under existing laws. 4.14.The Deed of Sale shall be made and executed after the winning bidder pays the entire bid price ofthe property. Page 3 of5

4.15.The winning bidder of the real estate property shall be responsible for instituting eviction proceedings against any former owner or present occupant or possessor, if any. 4.16.Real and personal properties that cannot be sotd shalt be subject to such disposition as may be determined by the Liquidator and with the approval of the liquidation Court. Processing of claims against the NBqB/frust Entity shall only start after submission to the Monetary Board of the inventory of assets and liabilities. The liquidator shall observe the following procedures/guidelines in the processing of claims: 5,1.Posting in the premises of closed NBeB and publication of a ,,Notice to Credtors,, in a newspaper of general circulation once a week for two (2) consecutive weeks advising all creditors to file their claims against the entity. (See Annex A-5 for sample of Notice to Creditors.) 5.2.Distribution of claim forms for creditors to accomplish. (See Sample Claim Form in Annex 4-6) The claimant shall accomplish Claim Form as shown in Annex 4-6. In the case of partnerships/corporations, the claim form shall be accompanied by an authority/resolution that shall indicate the designated person who shall make a claim and bind the partnership,/corporation. Claims received shall be stamped ,,Received,,, dated and numbered consecutively and recorded in the registry of claims. A copy of the claim received shall be given to the claimant. S'3.Verification of claims received against the records and boola of accounts of the NBqB to ascertain authenticity, determine whether claimants have outstanding llabilities to the NBQB/frust Entity and whether settlement of the claims shall be in full or pro-rata depending on whether the claim is preferred or ordinary. 5.4. Preparation of an adjustment and verification sheet for each claim. (See Annex A-7) 5'5' Preparation of a Liquidation Certificate (sample is shown in Annex A-8) embodying the conclusive findings arrived at on the adjustment/verification sheet. The order shall be served on the claimant by registered mail with return card/personal service. 6. Pavment of Claims 6.1. The net proceeds of the sale may be paid to creditors of the NBqB, taking into consideration the rules on preference of credits. A proposal to this effect shall be submitted to the Liquidation court, copy furnished the Monetary Board. 6'2'Prepare and submit to the Court for approval a Project of Distribution, in case of 6.f or Page 4 of5

Final Distribution (Sample in Annex A-9) as the case may be, which must show, among others, the following: . Cash I Assets to be realized t Cost of liquidation/recoveries, including reasonable expenses and fees of the Liquidator . List of credits/claims to be paid in accordance with the provisions on preference of credits under Articles 2241 to 2246 of the Civil Code A copy of the Project of Distribution submitted to the Liquidation Court shall be provided to the Monetary Board for information with the following recommendations: 1. That an authority be secured from the liquidation court, through engaged counsel of the Liquidator, on the disposition of the remaining cash/unclaimed check; 2. That the report be approved and the court issue an order terminating liquidation proceedings and dischargingthe Liquidatorfrom his duties; and 3, That in case the NBQB/frust Entity has remaining non-cash assets, the Liquidator shall seek the Court's approval to turn over said assets to a trustee appointed by the court for proper disposition in accordance with law. 5.3.Individual notices to the claimants as well as Claim for Payment forms shall be sent by way of registered mail. (Samples are shown in Annexes, A-10 and A-11) 5.4. Distribute the check payments to claimants in accordance with the Project of Distribution approved by the Court. a. Claims shall be paid in check. Claimants shall execute an affidavit proving their right to be paid and an indemnity undertaking (Sample is shown in Annex A-12) to save the Liquidator from any claim or loss that might be caused by reason of such payment b. Remaining assets shall be distributed in accordance with law. 6.5 A final report on liquidation shall be submitted by the Liquidator to the Liquidation Court for approval, showing among others, the following: a. Summary of the total cash realized and paid out by the Liquidator to approved claimants; b. Statement of remaining cash/unclaimed checks; and The Liquidator shall also submit a copy of the final report to the Monetary Board for information. Likewise, the Liquidator shall inform the MB of the action taken by the Court on the final report. Page 5 of5

ANND(A.1 NEGONATED OFFER TO PURCHASE FORM The Liquldator Date Dear Sir/Madam: This is to submit myl.our offer to purchase the fotowing on an "AS-|S, WHERE IS'basis: property/ies of Name of Entitv TCfNo. [ocatlon/Descrfptlon Under the foilowing terms: Offer prhe DeposiVDownpayment I:Ty B.l"ii p"yable in r..rr"nt, robefifledup;ft;;;il;i1l*,"]l;_'Tri Amount g OR No. Date with this otfer, tlulg bind mvserf/our*t"r-1"_::Tpry tto Procedures /*" ;;l;;:;:ili w*h the attached Negotiated llft "i'irt' .o'p."r'"no"d;.ilris;d on sale each and every .. upon approvat "lflr{::: :I"l tg. qurchase,,:hedepostt/downpayment ; :r; i: ;:T, n accorda nce sha' form part of :fi"irTjffi with the terms nd co ":iffi"$ $"_:lf aditionsn tff"",t#il"t offer to purchase or comprv deposit/downp.v."ii. "' :T:y,ll/,,?ht::T?11,ffiT Name of Entitv with the condrtions .f ;o'; ;il;)il; o"o"r,uil",,l,loor,lljffi;ffi.11.::Too'"ved, /we amrare entitred to the retum or the Very truly yours, Brokerauthorized to negouate ttt"t., if6[iEGEint wrth the Liquidatl:melcotptnv Signature over printed Naie of Signature: Authorized Signatory Name: License No. Addresfi'et. No./r3y p6ffi Community Tax CertificalJruo./fl N No.

ANNEX A-1.1 NEGOTIATED SAIE RULES AND PROCEDURES (Attachment to Negotiated Offer to Purchase Form) GENERAT PROVISIONS In the event of a failure of bidding which shall be announced on the scheduled auction date, the Liquidator may accept within 10 calendar days from the date of announcement of failure of bidding, negotiated offers to purchase in the prescribed form with the required downpayment. Thereafter, the Liquidator shall evaluate the offers and conclude the negotiated sale with the complying offeror. a. The property shall be sold on "As-ls, Where-ls" basis. The offeror shall acknowledge that he has been given the opportunity to investigate, inspect, and verify the t- q) property for sale to ascertain its actual condition and the status of the title to the property before making an offer. The offeror shall also accept the (Name of d) Entity/Liquidator)'s disclaimer of any warranty, implied or otherwise, that the assets o conform precisely to the description indicated in the list of properties for sale. E (U c ,9 b. The buyer shall be responsible, at his own expense, for the eviction of squatters o and/or occupants, if any, on the property subject of sale. c. Any and all claims, liens, assessments, liabilities and/or damages whatsoever arising from any suit or litigation involving the property shall solely be assumed and borne by the buyer, accruing from the date of signing of the sale documents. d. The Liquidator of (Name of Entity) does not warrant (implied or express) that the property conforms precisely to the description indicated in the published list of Properties Available for Sale. e. Offers to purchase (Name of Entity) properties are subject to the approval of the Liquidator. II. PUBTISHED SELTING PRICE The published Selling Price of the (Name of Entity) property is subject to change without prior notice to conform with the prevailing fair market value of the property. The Liquidator has the discretion to accept or reject an offer already received that was based on an earlier published Selling Price. NEG.TATED RULES r*J#3,lfl8 'ALE (ATTACHMENT TO NEGOTIATED ^"" OFFER TO PURCHASE FORM)

ANNEX A-1.1 ilt. TERMS OF SALE a. The basic terms and conditions of the sale are as follows: Cash Installment Minimum 10 % of the offer Price tOo/o of the offer price upon submission of the Deposit/Down offer to purchase. Payment Payment Full payment shall be The balance shall be paid in six (6) equal Terms made within 30 monthly installments without need of calendar days from demand. The first installment shall commence date of receipt of the not later than fifteen (15) days from receipt of Notice of Approval the NOA while succeeding installments shall (NOA) be paid every month thereafter. In case of failure to pay two (2) monthly installments, the remaining balance of the o contract price becomes due and demandable d! within ten (10) days from receipt of notice. ln case of failure to pay the same after said g period, the Liquidator shall have the right to rescind the contract. Fifty percent (50%) of all payments made shall be forfeited in favor of a the entity. lnterest Rate N one In case of default of any installment, an interest rate of L2o/o p.a. shall be imposed on the amount due from day of default until full payment. f n the case of properties (e.9., EPZA, Socialized Housing, CARPER) covered by special laws, no interest shall be charged if selling price is fully paid within sixty (60) days from receipt of the NOA. Otherwise, any unpaid installment shall be subject to interest at the rate prescribed by their respective specia I laws, NEGOTIATED SALE RULES AND PROCEDURES (ATTACHMENT TO NEGOTIATED OFFER TO PURCHASE FORM)

ANNEX A-1.1 b. The acceptance of the initial deposit shall not bind the (Name of Entity) to the offer until after receipt by the offeror of the Notice of Approval of the sale from the Liquidator. The deposit shall be in the form of cash or manager's/cashier's check payable to the (Name of Entity). tv. SUBMISSION OF OFFER .a. The offeror shall submit in duplicate the following forms: 1. Negotiated Offer to Purchase Form; and 2. Negotiated Sale Rules and Procedures, signed on all pages. b. The original copy of the forms shall be submitted to the (Name and Address of Entity). The duplicate copy shall be given back to the offeror properly stamped "RECEIVED" by the office of the Liquidator. lf the offeror is a representative of an individual, corporation, partnership or any o form of entity, the representative must submit together with the required forms, a c0 written authority to represent the individual or Secretary's Certificate for juridical o entities. o) J 6V. c OFFERS COURSED THROUGH BROKERS .9 (/) a. Offers coursed through licensed brokers shall be accepted, provided the broker named and so designated in the Negotiated Offer to Purchase Form submitted, has a valid authority issued by the Liquidator. No broker shall be recognized, even if with a valid authority to sell issued by the Liquidator, if the initial negotiation for the purchase of the property was made by the offeror with the Liquidator or any of his deputies without the assistance of a broker. b. Real estate brokers are not authorized to collect or receive any payment in behalf of the Liquidator. Any payment made to a broker shall be under the sole and exclusive responsibility and risk of the offeror. vt. EVALUATION OF OFFERS a. The Liquidator shall evaluate the acceptability of offers received. NEGOTIATED SALE RULES AND PROCEDURES (ATTACHMENT TO NEGOTIATED OFFER TO PURCHASE FORM)

ANNEX A-1.1 b. Acceptance of negotiation offer shall always be for the best interest of the (Name of Entity)/cred itors. c. Where there are two or more offers for the same property,which shall be opened at the same time after ten (10) days from the date of announcement of failure of bidding, the best offer shall be determined in accordance with the following order of priority: 1. The first priority shall be the highest offered price; 2. In case the same offered price is received, the next consideration shall be the highest down payment; Ia 3. In case the offers received have the same offer price and the same down T a T payment, the shortest payment period shall be accepted; ll : !i, ii'l;: 4. In case offers received have the same offer price, same down payment and same r,l, payment period, the offerors concerned shall be asked to resubmit on a ;:::::; designated date and time improved sealed offers to the Liquidator or his iiil: representative. The best offer in accordance with the foregoing shall be announced right after the opening of the offers. Each offeror shall be required to complete the minimum ii:i: deposit requirement based on the new offer price either in cash or till manager's/cashier's check drawn payable to the (Name of Entity), which shall serve as earnest money in case he submits the best offer. The Liquidator shall receive the ]::!: deposit or earnest money of the best offeror. ii,i,, vil. NOTICE ':::,1: a. A Notice of Approval shall be sent to the buyer whose offer is deemed acceptable to the Liouidator. b. The deposit shall form part of the purchase price and the balance shall be paid in accordance with the terms and conditions indicated in the Notice of Approval. Notice of Disapproval shall be given to those whose offers were rejected and their deposits shall be returned without interest. NEGOTIATED SALE RULES AND PROCEDURES (ATTACHMENT TO NEGOTIATED OFFER TO PURCHASE FORM)

ANNEX A.1.1 The Notice of Approval/Disapproval shall be distributed within seven (7) days from the date the Liquidator has decided on the offers. VIII. DOCUMENTATION AND RELEASE OF TITLE a. lf the buyer opts to pay the purchase price in full, a Deed of Absolute Sale shall be executed in favor of the buyer. The owner's duplicate copy of the Transfer Certificate of Title (CCT or TD) shall thereafter be released to the buyer upon receipt of payment from the buyer of the capital gains tax due and reimbursement of taxes and insurance premium, mentioned in paragraph c, if applicable. b. lf the buyer opts to pay in installment, a Contract to Sell shall be executed to document the approved offer to purchase. Upon full payment ofthe purchase price, a Deed ofAbsolute Sale shall be executed in favor of the buyer. The owner/s duplicate copy of the Transfer Certificate of Title (CCT or TD) shall thereafter be released to the buyer upon receipt of payment from the buyer of the capital gains tax due and reimbursement of taxes and insurance premium, mentioned in paragraph c, if applicable. However, in case of failure to pay two (2) monthly installments, the remaining balance of the contract price becomes due and demandable within ten (10) days from receipt of notice. In case of failure to pay the same after said period, the Liquidator shall have the right to rescind the Contract to Sell. c. The real estate taxes and insurance premiums paid by the (Name of Entity) shall be assumed by the buyer on a pro rata basis, thus, entitling the (name of entity) to reimbursement of the real estate taxes and insurance premium paid for the remaining days of the year. Payment of foregoing reimbursement shall be made upon the execution of deed of absolute sale or contract to sell. lx. OTHER CONDITIONS Withdrawal of Accepted Offer - withdrawal of an offer already accepted by the Liquidator shall mean forfeiture in favor of the (Name of Entity) of 50% of the deposit as penalty. NEGoTATED sALE RULES AN" r*J#3J*':3 (ATTACHMENT TO NEGOTTATED OFFER TO PURCHASE FORM)

ANNEX A-1.1 b. Possession and lmprovements - The buyer may be allowed to take physical possession of the property upon downpayment and execution of Contract to Sell. The buyer may be allowed to make or introduce any improvement on the property prior to the full payment with the written consent and subject to the requirements of the Liquidator. Any improvement made contrary to this provision or upon rescission of the contract shall be forfeited in favor of the (Name of Entity) or may be removed without substantial damage to the property, at the expense ofthe defaulting buyer. Transfer of Rights - The buyer shall not sell, assign, encumber or in any way dispose of his rights and obligations under the Contract to Sell without prior written consent of the Liquidator. c) x. PAYMENT OF TAXES AND FEES (D a. The payment of capital gains tax (CGT) shall be subject to agreement by the parties. o cJ In case the (Name of Entity) shoulders the CGT, the buyer shall, in addition to the purchase price, assume payment of CGT due on the difference between the zonal value and the selling price, in case the zonal value is higher than the selling price. a The amount of CGT which the buyer shall pay or assume shall be delivered to the (Name of Entity) through the Office of the Liquidator. b. All other taxes and fees incidental and necessary to the sale and transfer of title shall be assumed bythe buyer. CONFORME: Name of Offeror (Signature over Printed Name) ( ) Individual O Partnership* O Corporation* *Authorization on the designation of representative attached. Date: NEGOTIATED SALE RULES AND PROCEDURES (ATTACHMENT TO NEGOTTATED OFFER TO PURCHASE FORM)

ANNEXA.2 NAME OF ENTITY OFFICE OF TTQUIDATOR INVITATION TO BID sealed bids wlll be accepted by the Liquidatorfor the sale of properties on'As-is, where-is" brsrs. of (Name of Entity) -prospectiu" orv"rr.r" enjoined io inspect the following risted , properties before partlclpatlng tn the publicltdding. coDE/ | orscmmonr rocATtON lrmE/ID/cen t*o^j'jr"r I ofReg.for MIN. BID I motor PRICE vehlcles, l where I apptlcabfe I sealed blds shall be received by the uquidator or hls authorized representative not later than (am/pm) on __. rhe opentnc of the bids ,o d"t"_ln" ilffiff; bidder shall take placeat (arVpm) on ihe same day. - Interested parties may obtain List of-personar properties - ' not itemlzed abovg Bid Form/s and Conditions of the Bid from the liquidator at .- Uquidator (Name of Entity)

ANNSXA.3 BID FORM Dote THE teurDAToR (Name of NBQB) (Address) I am/we are pleased to submit my/our bld for the property ./ described below: Code/ Property Oes$lptlon Locotlon ntklrD/Cerdf,cotc Amount of gld Btd Depogt No. of Reglstatlon lor (At leoct 20% ol motor vehtdet oni ol btd) whcrc ooollcable / ln case of person.l propertles bld form. /we have carefutly read the Conditions of the Bid and l/we submlt this bid with the full understandin8 that I am/we are in conformlty with the terms and conditions stipulated therein. slgnature over P nted FI,LL Nome of Bldder or Bidder's Representotlve _ lndrvldual g@P!E!EAddress _ partnershlp _ Corpo6uon Uhers (pts. specrh) Telephon€ Number qvil Status _ Attadrments: _ ysrt rSrEu Duly Ctn.d Condlflons !I|c Btd or the r.(,rru|([rnr of Dtq ._ Wdtten authorlty tobtd (rn cose ol outhotued 'tJrycsentodws lot tndM.td bl btddcrs) _ Sec.€ta4/s Cenncat€ of Autlo.tty to Bd or €qulvalent arn cos? of patur,1.,shrps, cor@rutbns, ctc,) _ 8fd Deposlt ldeose ghe dedls b.hw) Cash _- Manage/s Check/bemand Draft/Osht€r,s Check Drawee Eenk Ch.ct No. _ Tax ldentiflcatlon Number For Liquidator Use Only OR No. I Amount Pald

ANNEXA4 CONDITIONS OF IHE BID I. GENERA! PROVISIONS The property shatl be sold on "As-ls, Where-is" basis. The (Name of Entitv) only whatever rrghts, Interests and partlclpation sells it has in the properties and the bidder is charged with fut knowtedge of the nature and €xtent of these rights, interests and participatlon. b' The offeror acknowredges that he was given the opportunity to invesrgate, inspect, and verify the property for sale to ascertaln its actual conditlon and the status title to the property before maklng an offer. The ofthe offeror alrc (rrr" of Entiwl,s . disclalmer of any warranty, implled ".."pO,n" or othenadse, that the assets conform precisety to the descriptlon indlcated rn the tist of properties for sare. c. The sealed envelope system shall be adopted In the biddint. !to p co o d' No bid documents will be accepted after the deadrine set for the acceptance of bids. E f o e. All quotations shall be In phillpplne pesos. c .g) o f. A bidder may be ailowed to withdraw a brd tender before the time of opening of bids, which shall be returned, unopened. g' The {Name of Entitv) reserves the rlght to withdraw before the date and time of bidding any or alr of the propedies offered or postpone to or reset the date of opening of blds without prior notlce. h' Non-compllance with any of the requlrements prescribed hereunder will constitute a ground for disqualification. ||. suBMtsstoN oF BrDS a. Bid Form - 1' A bidder shalr accomprrsh a Bid Form for every rtem or rot as shown in the published 'rnvitation to Bid", crearry lndicatlng the fortowlng among others: r fhe bid price forthe ltem/ot in figures and in words; o In case of discrepancy between the amount in figures and in words, the amount in words shall prevail; o Name and signature of bldder; ^SnBffi$J3,"if,l$;

ANNEXA4 . Business or residence address of the bidder; and r Buslness license number, CTC number, or TIN of the bidder In case of personal propertles except motor vehicles, bids for shall be contained in one bld form. several items 2. The bidder shalr accomplish the Bid Form, in duptcate, prefenbly typewritten. ln case of partnershlps, corporations, etc., a Secreta4/s Cer'ficate of Authority to bid or equivalent is also requlred. signed. Erasures or corrections shourd An forms siou,;;;t;;; be avolded and if unavoidabre be duly initialed by the bidder. shourd 3. The Bid Form shall be sealed in an envelope with the Code/property shown ln the published "rnvrtation No. as to Bid" written on the face of the enverope. The envelope shall contain only one bid form. At the dlscretlon of the co Liquidator, he may accept a bid form corresponding bid offer prices pubrished containing multiple ,,",nr1,"" ,",,n ,r*,.. !t p in the "rnvitaton to Bid". rt shalr arso dl contain at bid documents rssued by the {Name of Entitrvr (i.e., Bid Form o and Conditions of the Bid), the rrrt Bid ,sPeslL .nO .,ru Deposlt, ott* attachmentt as may anq otner E J required. be o tr .9 5. All documents shafl bear the bidde/s @ signature on each and every page. signature of the bidder on the original The bld form and other bld documents constitute acceptance of all conditions shatl embodied therein. The enverope shail be deposlted in the designated box on or before the opening of bids. b. Bld Deposit 1. A Bid Deposit of at reast 20% ofthe bid tender shat be required for every bid. 2. The Bid Deposit shail be in the form of cash, manage,,s check check payabre to the {Name of Entitvr . and shourd be pracedorin cashre/s a seated envelope separate from art the other requrred bid documents. such enverope shall be opened ahead of the bld form. The submission of the Deposit is a sign of the acceptance of the terms and 'id and as a guarantee conditions of the purchase that the offeror shat, wrthin fifteen (15) carendar days after receipt of the Notice ofAwar4 pay the of the bid price. barance ^seffisf,'3Fif,i$;

ANNEX A.4 Failure to submit the gid Deposit in the seared enverope shail automaticaily disqualify the bid concerned. OPENING OF EIDS a. All bids shall be opened at the time, date and prace set in the pub[shed "rnvitation to Bid" (nB) under the direction of the Liquidator or his authorrzed representative. No bid shall be accepted after the set deadline. Every bldder, or hls authorlzed representatives, shall have the right to witness the opening of the bids. b. when two or more comprying brdders make identicar offers constituting the highest bids, public auction viva voce between those who submitted rdentical bids sha[ be resorted to at a price not lower than the offered bids. q) ! E ir The 8ld Deposit of the hrghest brdder shail be paid to, and receipted by the o Liquidator/Representatave. o J o c Bids that are not in the prescribed for.m, unsigned, .(t) or those not accompanied or U' guaranteed by Bad Deposits at the time of openlng of bids are consldered defective bids and shall be automaticaily drsquarified. In case there is only one bidder, the liquidator may accept the lone bld even if defective, subJect to correction of the defects. e. A bidding may be declared a failure in any of the following cases: 1. There is no bidding participant; or 2. Atl bldders fall to comply with the terms and conditions prescrrbed in the rrB. t. Announcement of biddlry results shalt be done rmmediatery after the opening of bids. In the event of a fairure of bidding on the schedured auction date, the liquidator may accept within 10 calendar days from the date of announcement of fallure of bidding, negotiated offers to purchase in the prescribed form *i*, tr,. i"q"irJ downpayment. Thereafter, the Liquidator shail evaruate the offerc and concrude the negotiated sale with the highest complying offeror. RTGHTTO RUECT a. The liquidator reserves the right to reject any or all bids, as well as to waive any defect or Infirmity in the blds, and to accept such offers as may be consldered most rB"ti33l3 o* 'n"t*r"t GONDMONS OFTHE BID

ANNEX44 advantageous to the Failure to comply with any of the terms and conditions mentroned above may cause the rejecfion of the bid. b. The Liquidator arso assumes no obrigation whatsoever to compensate or indemnifu the bidders for any expense, ross or damage that they may incur in the preparation of the blds nor does it guarantee that any award wilt be made. v. PAYMENT AND CTAIM OF AWARD The award to the highest complying bidder shail be subject to the approvar of the Liquidator. b. The Notice of Award shail be issued to the winning bidders immediatery after approval. The balance of the bid price shail be paid ln the form of cash or manager,s check payable to the (Name of Entitvr . within fifteen (15) days from ihe date of receipt of Notice of Award, o <t p In case of the awardee's fairure to pay the full amount within the prescribed period dl or accept the award or comply with the terms and conditions listed o in the Notice of o Award, the award shall be cancefled and the Bid Deposit forfeited in favor of the a (Name of Entitv) co .s, U) TAGSAND OTHER D(PENSES a' The winning bidder shall, in addition to the purchase price, assume payment of the capital galns tax due on the difference between the zonal value and the selling price (in case the zonal value is higher than the selling prlce), transfer taxes to the city/Municipal Treasurer, and registration fees to the Register of Deeds as weil as documentary stamp taxes and all other assessments or charges that the Republic of the Philippines may impose on the properties from the execution of Deed of Absolute Sale. The capltal gains tax due from the awardee shall be pard to the Liquidator who in turn shall pay the capital gains tax directly to the gureau of lnternal Revenue. The awardee shall likewise defray all expenses to be incurred in connection with the execution of the sale documents, lncluding notarial fees, and such other expenses that may be necessary for the vatidity of the instrument and/or other documents that may be executed to implement the sale. Page 4 ofS TNSTRUCTIoN TO atooens CONDMONS OF THE BID

ANNEX A.4 d' The {Name of Entivl . shalr arso be refunded for unexpired portion estate taxes and lnsurance premiums of reat paid for the transaction year the date ofexecutlon ofthe Deed computed from ofAbsolute Sale. DOCUMENTANON AND REI.EASE OF NTIE The ''rc (Name rNirfll€ of E[tNl shafl execute a Deed of Absorute sale upon fu, payment or Enti :::::'f:I_:: ,I ryj.n:r" l1i:" and the caprtar,"-;;;ilrffi;:; to gains tax, if appticabre, and sha[ vlil. orHER CONDmoNs The buyer shat be responsibrg at his own expense, for the eviction and/or occupants, if any, on the property of squatterc subJect of sale Any and a[ claims, riens, assessments, riabirities and/or damages whatsoever from any suit or litigation invofuing arising the property shalr be assumed and borne by the buyer. ne-= tla:n:,o! rnt does not warant (imptied, express ,,a-, that the property otherwlse), or conforms precisety to *re published list of propertles Available aescriptio"";:..ffi;J for Sate. CONFORME: Name of Bidder (Signature over printed Name) ()lndividual ()partnership* *Authorizatlon OCorporation* on the designatlon of representative attached. '^,:ltB#$!'3p+f,ET:

ANNEXA.S NOTICE TO A1I. CREDITORS OF NAME OF NBQB/TRUST ENTITY il";h -' Notice is hereby given that in an Order dated . rriat.court, _, ,.,* -Jillil.rtlr:j::'".ltJ .1"'i" PetitionforAss|stancetn.tt'et.iquio@_i'o"..Proc.No. )filed bythe Uquidator. 'Name Atl creditors, lnvestors and other parties with claims against of closed Enti may file their clalms on or before Liquldation Court or its Liquidator at with the Uquldator (Name of Entity|

ANNEXA.6 In re: Liquidation of NAME OF NBeB/TRUST ENTtTy CTAIM Pursuant to Order dated of the Regional Trial Court, Branch otv/Town uwg the underslgned craimant/s do hereby certify that the NBQBfrust Entrty is justry indebted to me/us in the sum of pESos: which is/are due and payabre to me/us, since r/we have not asslgned the same or any part thereof. l/we further declare that /we have no knowledge of any set-off or other legal or equitable defense to my/our claim/s or any part thereof. My/our clalm/s is/are evldenced by the following documents, copies of which are hereto attached, the origlnal of whlch will be produced upon demand: Community Tax Certlficate No. lssued at Claimant's Name Claimanfs Address (to be filled up by the Liquidator) Received by : Date : Claim No.: (bbwondghed tndupt@E)

ANNEXA.T (Name of NBQB[rust Entlty Under Uqrid.ti".t ADJUSTME?{T AND VERTFICATION SHEET 1. Name of Clalmant: ' 2, Oalm No.: 3, Date of Oalmr 4. Nature of Clalm: a. Investmenvplacement b. Interest on Investment/placement c Others: Totol Clolms 5. Adjustments: a, Additions 1. Interest up to NBeB/frust Entity closure 2. Others: Total Additions b, Deductlons 1, Wthholding tax on Interest on investmenb/placements (per item no. 4.b) 2. Withholdlng tax on Interest up to closure (per item no. 5.a.1) 3. Interest paid in advance 4. Othersr - Totol Deductio,rs ADTUSTED VERI FIED CUIMS c 6. Proofs (per NBeB[rust Entity recordst: ===:====== -GL Evidence submitted by Clalmant: _ Assessment Notice dated - Warrant of Dlstraint of personal property - Warrant of Lerry on Real property - Others AdJusted and verifled by: (Deputy t iqutdator) Date Approved by: ([iquldator) Date

ANNEXA.8 (Name of Entity) OFFICE OF THE TIQUIDATOR In re: petition for Assistance in the tiquidatlon of the Civil Case No. ; Liquidator RTC Eranch . Citvfi.own I.IQU IDATION CERNFICATE Name of Oaimant Cfaim No. Address Thls refers to your claim against the you filed pursuant to the which Order of the Court dated entitled case, in the amount of p in the above- computed as follows: Datg Par!iculars Amount Claim: Total Claim - I liabllitv of Claimant to NBeB/frust EntiW: Total Liability of Cfaimant to NBeBfrust Entity _ F NETCIAIM ========= page I of 2

ANN$(A.8 Please be advised that the foregoing ctaim shall be used other simllar craims and in determining,i.ar,"' as basis, along with *atrement of vori.r"ir'*i, be in whether iti' p'"i",i"i or an ordrnafib]i,'suu;ea furl lJ.ili,|lnT;ir?ir}illion to *re Very truly yours, Iiquldator

ANNEX A-9 (NBQB/Trust EntiW) PARTIAVFINAL PROJECT OF DISTRIBUTION As of l. Assets to be reallzed: A. Cash ln bank I B. Governmentsecurities/treasurybiils C. Remalning assets to be realized (at reallzable vatue) TotalAssets e 11. Uabilities to be settled A. Cost, expenses & fees of liquidation Team under Section 30, R.A. No. 7553, as amended S B. Provlslon for future/winding-up expenses C. Clalms/creditors with priorlty - see attached list D. Ordinary claims - see attached list Total Liabilities to be settled I lll. Remaining assets realizable I Less: Cost and expenses of BSp Assets available to creditors s Less: Clalms with priority Assets available to ordinary creditors e Ordinary clalms Deficiency to ordlnary claims/creditors I lV. Distribution Proposed partta/flnal liquidating divldend: 1. to creditors/claim with priority 2. to ordinary claims Amount lst liouidatine Dividend Rate Balance Claims with priority - e_ - S_JP!.OO - S_ C_ _Ordlnary cfalms -g_-g tpt00-9_

ANNEX A-10 (Name of Entity) OFFICE OF THE TIQU]DATOR Sir/Madam: (Court and Case Number) This is to inform you that your claim has been approved pursuant to the Court Order dated _. Accordingly the check In the amount of P- representing your share in the liquidation of (Name of EntiW) will be avallable for release on at (Liouidato/s addressl We enjoin you or your authorized representative to claim your check within six (5) months from date of thls letter by presenting the following documents: 1. Any valid tD with picture (GSIS ID/SSS lDlDrive/s License/ Passport/ Voter's lDlPostal lDlCompany lD/Senior Citlzen lD) 2. Copy of Adjudlcation Order (if available) 3. Duly Accomplished Indemnity Undertaking (form attached) 4. Duly Accomplished Claim for Payment (form attached) Liquldator

ANNEXA.11 (Name of Entity) OFFICE OF THE TIQUTDATOR CTAIM FOR PAYMENT (tn Tripilcate) Claim No- I. DATAON CLAIM: 1. Name of Claimant (Pleaseprint) (surname) @ 2. Age Civil Status 3. Residence 4. Office/BusinessAddress 5. Flled - a) In person (Authorlzed Signature) b) By mail (Attach letter and state date) c) Thrurepresentatives/heirs (Letter of Authority/Supporting Documents) 6. Date Filed 7. Type of Claim: Amount e Othen (Specify) e Total =========E==

ANNEXA.l1 t Amount Claimed s Percentage Uquidating Dividend P Veriflcation and fi ndings Approved: Liquidator

AtrlNEXA.l2 INDEMNITY UNDERTAKING KM)W AlT MEl{ BY TH€S€ PRESENTS: Thb Indlmntty Undertaklng made thls day of 20_ bv the . Ffltptno, of lcgal ago and wfth busittcss/rcsldentlal addnss .t -----;rn"ft;;"'i"i .herelnafter l, favor of reicrred to as the UQUIDATOR: "1"iia'iii,lii'ili W]TNESSETH THAT: WHEBEAS, thc Rcalonal Trlal court of Branch--.- rGtr/Townr. per rt, order dated ln SP. PROC. No. _ (tn rc: petlflon for Asststance ln ttquldatlon Endtv of Namc J Petitloner), authortred th! payment of the approv€d clah idnst Name of Entltv : the -, UlrltEREAS, CLAtMANT/s appeaB In the lBt of clalms .pprbircd pursuant to the 5aH Order of th. Court and that th. partlculars of thls clalm are as fo|ldfls: qlah No. Cl.lmar /s Amount of Calm prvment and/or Set-off Balancc WHIREAS, the Uquldator r now paylng the ctAlMAt{T/s the amount of lts clatm In full, and thus tlQulDAToR shall be free ftom any clarm(s) and/or loes(es) that mlght be causcd by re.son ofru.h p"wn.n,. Now, THEnEFoRg the cLAlMANr/s, hereby agree/s to hold the IKIUTDAToR free and h.rmtess from any clalm(s) and/or los3(c5) that mitht bc taused by reason o1such payment, by obltSrtlng hhself/thcmsclves to rcfund to the uqurDAToR upon demand the rmount pard to the cr-arruer'rr/i anc70r tioemntfy tt.-ttQutoaron fo, whatever losses or damages caused to the latter by reason of sudr pay,ment to the cLATMANT/i. |lr u,|It{Eslt WHEREOF, cLAtMAt{T/s has exec{tcd and stgn€d thts Indemnlty Undertaktng thls 20_at . phmppines. _ day of By: Clalmant /s SIGNEO II{ THE PRESENCE OF: ACI(NOWTEDGMENT REPUBUC OF It{E pH[.tpptNEs I s.s. Citv of l 8EFoRE ME, r l,tot ry publtc for and tn ____ appeared thc tollowlng: on thts _ day of _, 2O_, NAME Communltv Tax Cerdficate l{o. Date/Place of lssue known to me to be the samc peBon who executed th! forcgolng Instrument and acknowledted to nG that the seme is hls/her ftee act .nd wluntary deed as well as ls duly authorized for the purpoee. WlTlilESS MY HAND Al{D SEAI on the date and place first abovc rivrltten. NOTARY PUBUC Doc No. _ Page No, _ Eoot No. _ Slrlrs of 20_