PROMISSORY NOTE WITH SECURITY AGREEMENT

FOR VALUE RECEIVED, the undersigned "Debtor" and/or "Grantor" identified in Schedule "A", which is made an integral part hereof, by this Agreement (herein defined), hereby unconditionally promises to pay to the order of the Secured Creditor the Secured Obligations, both of which are defined below, the Monthly Amortization on Repayment Dates and in the Manner of Payment as indicated in Schedule "B", which is made an integral part hereof and subject to the terms and conditions as provided herein. In the event the date upon which any payment falls due shall be a non-banking day, it is agreed that the date shall automatically fall due on the banking day immediately following said due date.

To secure the due and full payment and performance of the Secured Obligations, the Grantor hereby creates, establishes, and constitutes in favor of the Secured Creditor, its successors, and assigns, a superior, preferred, and first-ranking priority Security Interest on all of the Grantor's existing rights, title, and interest over the Encumbered Asset referred to in Section 4 below.

TERMS AND CONDITIONS OF THE PROMISSORY NOTE WITH SECURITY AGREEMENT

1. INTERPRETATION. Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them under the relevant Credit Instruments, and the Personal Property Security Act (Republic Act No. 11057) and its implementing rules and regulations, and any amendments thereto.

2. DEFINITION OF TERMS. The following terms, as used herein, shall be understood to mean:

(a)"Agreement" - means this Promissory Note with Security Agreement. In this Agreement, each term which is defined in Republic Act No. 11057 (“Personal Property Security Act”) has the meaning given to it in the said Act.

(b) "Affiliate" - means any entity of which more than ten percent (10%) but less than fifty percent (50%) of whose outstanding securities or other form of ownership interest are directly or indirectly owned by the Debtor, Grantor, or Secured Creditor, as the case may be, through any one or a combination of any of the following: (i) Ownership, control, or power to vote, whether by permanent or temporary proxy or voting trust, or other similar contracts, of more than ten percent (10%) of the outstanding voting stock of the entity, or vice-versa; (ii) Interlocking directorship or officership, except in cases involving independent directors as defined under existing regulations; (iii) Common stockholders owning more than ten percent (10%) of the outstanding voting stock; or (iv) Management contract or any arrangement granting power to the Debtor, Grantor, or Secured Creditor, as the case may be, to direct or cause the direction of management and policies of the entity, or vice-versa.

(c) "Credit Instruments" - refers to this Agreement, the letters, documents, agreements, promissory notes, and evidence of indebtedness covering the credit accommodations and/or commitments granted and to be granted by the Secured Creditor to the Debtor and/or the Grantor, and any and all agreements covering the collaterals given as security for the credit accommodations, including any and all amendments and supplements thereto.

(d) "Debtor" - refers to the undersigned party or parties identified as the Debtor, including its subsidiaries, affiliates, assigns, and successors-in-interest. For purposes of this Agreement, any reference to the Debtor and/or Grantor shall be deemed to include the Co-Debtor and/or Co-Grantor. Accordingly, all obligations, liabilities, and responsibilities of the Debtor and/or Grantor under this Agreement shall likewise extend to and be binding upon the Co-Debtor and/or Co-Grantor.

(e) “Encumbered Assets” - refer to the following categories of assets which the Grantor may create in favor of the Secured Creditor a security interest in all of the Grantor’s present and future assets:

Motor Vehicles, including cars, trucks, motorcycles, and other land transport vehicles subject to registration under applicable laws;
Machinery and Equipment, provided they do not constitute immovable property under the Civil Code of the Philippines;
Heavy Equipment, including industrial, construction, agricultural, and similar large movable machinery and devices;
Inventory and Merchandise, including raw materials, work-in-progress, finished goods, and other goods held for sale or lease in the ordinary course of business;
Receivables, including accounts receivable, trade receivables, and rights to payment for goods sold or services rendered;
Funds Credited to Bank Accounts, including deposits or balances held with financial institutions that are identifiable and transferable;
Negotiable Documents, including but not limited to bills of lading, warehouse receipts, and other documents of title;
Negotiable Instruments, including but not limited to promissory notes, checks, and bills of exchange;
Intellectual Property and Contractual Rights, including patents, trademarks, copyrights, trade secrets, and rights as a licensee under valid agreements;
Other Tangible Personal Property, including items that are capable of manual delivery, customarily sold in private or public auctions, and registrable under the PPSR;
Other Personal Property, including such additional movable assets as may be agreed upon in writing by the Parties and not otherwise excluded by law, including leasehold rights, shares in privately held corporations, crops, and livestock.

All Encumbered Assets shall be deemed included regardless of whether specifically enumerated above, provided such assets are permitted to be subject to a security interest under the PPSA.

(f) “Event of Default" means (i) any event that constitutes an “event of default" under this Agreement and (ii) any failure by the Grantor to comply with any of its obligations under this Agreement.

(g) "Grantor" - refers to the undersigned party/ies duly identified as the "Grantor" set forth. For purposes of this Agreement, any reference to the Grantor shall be deemed to include the Debtor, Co-Grantor, and Co-Debtor, and vice versa. Consequently, all obligations, liabilities, and responsibilities imposed on the Grantor under this Agreement shall likewise be deemed obligations of the Debtor, Co-Grantor, and Co-Debtor, jointly and severally.

(h) "PPSA" - means Republic Act No. 11057 or the Personal Property Security Act and its implementing rules and regulations, as the same may be amended or supplemented from time to time.

(i) "Registry" - means the centralized nationwide electronic registry established or to be established by the Land Registration Authority where notice of a Security Interest and a security on personal property may be registered pursuant to the PPSA.

(j) "Secured Creditor" - refers to the Payee or its assigns and successors-in-interest, specifically EAST WEST BANKING CORPORATION and/or any of EAST WEST BANKING CORPORATION's Subsidiaries and Affiliates.

(k) "Secured Obligations" - refers to all present and future obligations of the Debtor and/or Grantor to the Secured Creditor arising from or in connection with this Agreement and any Credit Instruments, including but not limited to:

The principal amount and interest as stated in Schedule B;
All charges, fees, expenses, taxes, default interest, and penalties related to the loan;
Any increases, renewals, roll-overs, extensions, restructurings, amendments or novation thereof;
All obligations under additional credit lines, loans, or banking products granted in the future;
Any obligations reflected in the Secured Creditor’s books and records, whether direct or indirect, principal or accessory, as guarantor or surety, contingent or otherwise;
Advances, taxes, or expenses incurred by the Secured Creditor in enforcing its rights;
Amounts owing under any guarantees, sureties, or other undertakings involving the Debtor and/or Grantor; and
All obligations under any agreements entered into before, during, or after the execution of this Agreement.

(l) "Security Interest" - means the property right on the Encumbered Asset created pursuant to the PPSA and any security interest, charge, share charge, lien, encumbrance, assignment, hypothecation, right of detention, right of set-off, or any other agreement or arrangement having the effect of conferring security.

(m) "Subsidiary" - means any entity of which at least fifty percent (50%) of whose outstanding securities or other form of ownership interest are directly or indirectly owned by the Debtor, Grantor, or Secured Creditor, as the case may be.

Unless the context otherwise requires, words denoting the singular number shall include the plural and vice versa, and the use of neuter gender shall include masculine and feminine genders.

3. PRE-PAYMENT. The Debtor and/or Grantor may make pre-payments on this Agreement subject to terms and conditions as may be required by the Secured Creditor, including the payment of a processing fee in such amount as may be determined by the Secured Creditor, Philippine Currency, and hereby agrees that any partial pre-payments shall be applied to the principal amount of installments in the inverse order of their maturity (i.e., to the last maturing installment or installments of principal) or, at the sole option of the Secured Creditor, to installments of principal and interest succeeding the date of prepayment.

4. ENCUMBERED ASSET. The properties subject of the Security Interest is/are the property/ies described in Schedule A, including the body built or that may be built thereon, all replacements, all equipment and accessories which from now or from time to time be used in connection with or attached thereto, and all additional properties or collaterals whereby a Security Interest is created in favor of the Secured Creditor, under the terms of this Agreement, irrespective of whether they are of the same or different kind, brand, make, or quality as those listed in Schedule A, including all proceeds and products of said properties or collaterals , as the case may be (collectively referred to as the "Encumbered Asset"), free from any lien, claim, or encumbrance, it being understood that the Grantor has full and absolute title to and control over the said Encumbered Asset. If deemed necessary by the Secured Creditor, the Grantor shall execute, deliver, and register at its expense, amended or supplemental security agreements covering such additional properties, which are deemed covered by this Agreement and likewise form part of the Encumbered Asset. Any sum collected by the Secured Creditor from the Encumbered Asset prior to all the Obligations becoming due may be held by the Secured Creditor as Encumbered

5. MINIMUM COLLATERAL VALUE. The Minimum Collateral Value of the Encumbered Asset shall at all times be at least equal to such percentage of the aggregate appraised value of the Encumbered Asset as set out in Schedule A or in the Credit Instruments. The appraised value of the Encumbered Asset, at the option of the Secured Creditor, shall be determined by (a) the Secured Creditor's internal property appraisal unit; or (b) an independent appraisal company accredited by the Secured Creditor; or (c) an appraisal company as mutually agreed by the parties. If at any time, in the opinion of the Secured Creditor, the aggregate appraised value of the Encumbered Asset shall be less than the Minimum Collateral Value, the Debtor and/or Grantor shall, upon demand by the Secured Creditor, create a Security Interest under the terms and conditions set forth or referred to herein on additional properties of sufficient quantity and quality acceptable to the Secured Creditor, such that in the reasonable determination of the Secured Creditor, the aggregate appraised value of the Encumbered Asset shall automatically be subject to the Security Interest or lien of this Agreement and considered as part of the Encumbered Asset, without the need for any other or further act or deed. However, if deemed necessary by the Secured Creditor, the Debtor and/or Grantor shall execute, deliver, and register with the Registry or such other proper office(s) at its own expense and in favor of the Secured Creditor, supplemental security agreement/s covering such additional properties. The Debtor and/or Grantor further covenants that, upon demand by the Secured Creditor, the Debtor and/or Grantor shall, at its own expense, do such other things and acts necessary to subject to the Security Interest or lien and provisions of this Agreement, any and all such additional properties. The Debtor and/or Grantor shall make and submit to the Secured Creditor such statements respecting the quantity and value of the Encumbered Asset, duly certified by the Grantor or its authorized representative(s) as shall be required by the Secured Creditor.

6. REPRESENTATIONS, WARRANTIES OF THE DEBTOR AND/OR GRANTOR. So long as the Secured Obligations remain outstanding and until full payment is made, each of the Debtor and/or Grantor represents, warrants, and covenants that:

(a) If they are juridical persons: (i) All appropriate and necessary corporate and legal actions, consents, and approvals have been obtained to authorize the execution and delivery of this Agreement, and performance of the obligations provided hereunder; (ii) The person/s signing this Agreement on behalf of the Debtor and/or Grantor is/are duly authorized to do so; and (iii) This Agreement and all other documents, letters, and instruments related hereto, including the execution and delivery thereof and all representations and warranties found herein, and the performance and observance by them of the terms and conditions hereunder do not and will not contravene, conflict with nor violate any provisions of its Articles of Incorporation or By-Laws or any resolution of its board of directors, or any rights of its stockholders, or any contract or other instrument by which it or any of the Encumbered Asset is bound, or by any law, regulation, judgment, or order of any office, agency, or instrumentality thereof applicable to it.

(b) If they are natural persons: (i) He/she has full and absolute legal right, power, and authority to execute, deliver, and perform the obligations provided for in this Agreement; and (ii) This Agreement and all other documents, letters, and instruments related hereto, including the execution and delivery thereof and all representations and warranties found herein, and the performance and observance by him/her of the terms and conditions hereunder do not contravene, conflict with nor violate any contract or other instrument by which he/she or any of his /her properties is bound, or by any judgment or order of any office, agency, or instrumentality thereof applicable to him/her.

(c)They shall strictly and faithfully perform all of its obligations in this Agreement.

(d) They shall perform all contractual obligations pursuant to all agreements to which it is a party or by which it or its properties may be bound.

(e) They shall not use or apply the proceeds of the Secured Obligations except for the purposes stated in Schedule A and in the Credit Instruments.

(f) The Encumbered Asset will be held or used by them at all times in the Republic of the Philippines.

(g) Unless otherwise indicated in Schedule A, the residence, registered office, and central place of administration of the Debtor and/or Grantor, as well as the billing addresses of the Debtors of the receivables owed or to be owed to the Grantor, are and will be located at all times in the Republic of the Philippines. The Grantor shall notify the Secured Creditor in writing of any changes, specifying other jurisdictions where the Debtors of such receivables have billing addresses.

(h) The bank accounts of the Grantor are and will be held at all times at branches of banks in the Republic of the Philippines, and, unless the Grantor notifies the Secured Creditor of a change, at the addresses listed in the Annex to this Agreement. The account agreements relating to these bank accounts are and will be governed by the relevant laws of the Republic of the Philippines and do not and will not refer to another law for matters relevant to this Agreement.

(i) For juridical entities, its exact name and legal status are as specified in Schedule A and shall not be changed or otherwise be amended by the Debtor and/or Grantor, without prior written consent of the Secured Creditor.

(j) It is the absolute and lawful owner of the Encumbered Asset and that such Encumbered Asset is free and clear of all liens, encumbrances, and adverse claims of whatever kind and nature. It has full power and authority to freely dispose of the Encumbered Asset and subject the same to the terms hereof and that there is no legal or contractual impediment which would in any way impair the priority and validity or enforcement of this Agreement.

(k) It will, at its own expense and account, warrant and defend the title to the Encumbered Asset for the benefit of the Secured Creditor and the Secured Creditor's right, title, and Security Interest in and to the Encumbered Asset against the claims of any person.

(l) The Security Interest will create a valid, first priority lien in the Encumbered Asset in favor of the Secured Creditor.

(m) It will protect and preserve the Security Interest constituted under this Agreement and shall execute and deliver such further instruments and perform such further acts as the Secured Creditor may deem necessary or proper to perfect the execution, constitution, and recording of this Agreement and to effectively carry out the purposes contemplated by the Credit Instruments and this Agreement as well as to perfect the Security Interest in any property intended to be covered thereby.

(n) It will promptly register and no later than ten (10) calendar days prior to expiry, renew the registration of the Encumbered Asset with the appropriate government agency and pay or provide for the payment and discharge of all taxes and fees on the registration, and all taxes, assessments, levies, or other governmental charges, if any, on the Encumbered Asset, the Grantor's income, transactions, or business; it will not suffer any lien to be hereafter created upon the Encumbered Asset or any part thereof; and it will promptly pay or provide for the payment and discharge of statutory liens and any and all fees, charges, dues, and increase or interest for late payment thereon, if any, on the Encumbered Asset. The Grantor will promptly notify the Secured Creditor of any levy, assessment, or imposition of any levy or charge, or the filing of any lien or the enforcement of any writ or attachment, execution, garnishment, or similar writ on the Encumbered Asset and will take all steps necessary to prevent the Encumbered Asset or any part thereof from being subjected to the possibility of loss, forfeiture, or sale.

(o) It shall insure the Encumbered Asset, at its own cost, against loss and/or damage (own/third party)—including but not limited to accident, theft, fire, flood, or natural disasters (Acts of God)—through a reputable insurance company acceptable to the Secured Creditor. It must pay the insurance premiums on time and follow all policy conditions to keep the insurance valid, without needing a reminder from the Secured Creditor.

It shall give the Secured Creditor a Security Interest over the insurance policy and any future policies that may cover the Encumbered Asset, including any replacements or updated coverage.

On or before signing this Agreement, it must give the Secured Creditor:

the insurance policy with a loss payable clause in favor of the Secured Creditor, and
the official receipt showing that the premium has been paid.

Insurance policies will not renew automatically. It is its sole responsibility to renew them before they expire. Every time a policy is renewed, replaced, or canceled, it must give the Secured Creditor the new policy, loss payable endorsement, and proof of premium payment no later than ten (10) days before the previous policy expires or is canceled. Failure to submit the updated insurance policy and proof of payment within the stipulated period shall result in a late insurance policy submission fee, which shall be automatically charged as part of the service fee. The Secured Creditor reserves the right to deduct this fee directly from the Grantor’s account or include it as part of the outstanding balance.

If any insurance policy is not endorsed to the Secured Creditor and a loss occurs, the Grantor renounces the right to claim the insurance proceeds personally as this Agreement serves as the endorsement of all policies in favor of the Secured Creditor.

In the event of a loss occurring prior to the full payment of the Secured Obligations, the insurance proceeds shall be applied towards the outstanding balance as follows: first, to cover any accrued interest; second, to reduce the principal amount; and third, to settle any penalties, charges, or service fees, including any late insurance policy submission fee. The Secured Creditor shall be fully authorized to apply the proceeds towards the loan, and the obligation shall be deemed paid or prepaid to the extent of the amount applied.

For this purpose, the Debtor and/or Grantor hereby irrevocably appoints the Secured Creditor as its attorney-in-fact, with full authority to file, pursue, compromise, or settle any insurance claims, execute necessary documents, and collect the insurance proceeds on its behalf to the extent of the Secured Creditor’s interest.

(p) As of date hereof, the Encumbered Asset meets the required Minimum Collateral Value and such requirement will always be met while the Secured Obligations remain unpaid.

(q) As may be applicable, it shall deliver possession of the Encumbered Asset to the Secured Creditor, and/or make on its books and records, or cause the marking in the appropriate books, the proper entries disclosing the Security Interest created over the Encumbered Asset to the Secured Creditor immediately after execution of this Agreement.

(r) The Debtor and/or Grantor shall allow the Secured Creditor, its officers, agents, and/or representatives, to enter the premises of the Debtor and/or Grantor at any reasonable hour of the day in order to inspect, appraise, and evaluate the condition and value of the Encumbered Asset, as well as to inspect the books of the Debtor and/or Grantor and to inspect and/or appraise the Encumbered Asset and the documents and records evidencing the same. Failure by the Grantor to produce the Encumbered Asset for inspection and/or appraisal by the Secured Creditor shall, unless proven otherwise, be deemed as an acknowledgment by the Debtor and/or Grantor of having removed or disposed of the Encumbered Asset with intent to defraud the Secured Creditor and/or being guilty of fraud in incurring the Secured Obligations.

(s) At the request of the Secured Creditor, the Grantor will furnish to the Secured Creditor copies of the invoices, contracts, and other documents evidencing its receivables.

(t) The Grantor shall: (i) cause the registration of a notice, including all amendments and supplements thereto, covering the Security Interest created under this Agreement in accordance with the deadlines and requirements under the PPSA and any other government or private entities where such registration may be required; (ii) take all actions, execute all deeds, and complete all formalities necessary or advisable to give full force, effect, validity, and enforceability to the Security Interest and ensure that a first, superior, and preferred Security Interest on the Encumbered Asset is preserved and maintained at all times in favor of the Secured Creditor; and (iii) furnish the Secured Creditor with satisfactory evidence within five (5) days of completion and/or performance of (i) and (ii) of this paragraph.

In addition, the Grantor authorizes the Secured Creditor to register any notice, including amendments and supplements thereof, covering the Security Interest created under this Agreement, and to take any other action necessary or useful to make the Secured Creditor’s Security Interest effective against third parties, in accordance with applicable deadlines and requirements under the PPSA and other relevant government or private entities. The Secured Creditor may, at its option, perform the obligations stated in (i) and (ii) on behalf of the Debtor and/or Grantor, with all costs and expenses incurred for the account of the latter. This authority is absolute and irrevocable, ensuring that the Secured Creditor can take any action required to maintain a first, superior, and preferred Security Interest on the Encumbered Asset.

(u) There is no other transaction or document previously registered or presently pending registration with the Registry and/or any other government offices/agencies involving or affecting the title to the Encumbered Asset which may materially and adversely affect the priority and superiority of the Secured Creditor's Security Interest over the Encumbered Asset.

(v) The Debtor and/or Grantor shall hold the Secured Creditor free and harmless from liability for any damage or depreciation which the Encumbered Asset may hereafter suffer while in the possession of the Secured Creditor.

(w) There is no pending litigation or proceeding affecting the Grantor or the Encumbered Asset before any governmental authority or tribunal which would, if adversely determined, materially affect the legality, validity, binding and enforceable effect of the Security Interest.

(x) The Debtor and/or Grantor shall not sell, transfer, assign, lease, dispose of, hypothecate, and/or suffer or permit any lien, encumbrance, right, or adverse claim to be hereinafter created upon, the Encumbered Asset or any part thereof; otherwise, without prejudice to the Secured Creditor's rights and remedies as a consequence of such violation, the proceeds of such sale, assignment, lease, or disposition shall be held in trust for the Secured Creditor. The Debtor and/or Grantor likewise, shall not without such consent, remove the Encumbered Asset.

(y) Where the Encumbered Asset is still within the coverage of Republic Act No. 10642 (Philippine Lemon Law of 2014), the Grantor warrants that it shall comply strictly with the requirements and conditions to preserve and to maintain the enforceability of the manufacturer, distributor, authorized dealer, or retailer's warranty on the Encumbered Asset, and exhaust all its rights and remedies under said law.

(z) The Grantor further presents and warrants that:

It reiterates herein all the representations and warranties covenants and undertakings of the Debtor in all Credit Instruments;
For individual Grantor/s involving conjugal or absolute community personal properties, the Secured Obligations are materially beneficial to the Grantor and to the Grantor’s family, and is or will be in furtherance of the Grantor’s business, industry, and/or profession, as may be applicable and which business, industry and/or profession, ultimately redounds to the benefit of the Grantor’s family;
For an Encumbered Asset owned by a corporation, it has independently satisfied itself that it will derive direct and indirect economic and corporate benefit from the arrangements contemplated in the Agreement and Credit Instruments and that there are reasonable grounds for believing that the execution by it of this Agreement will result in corporate benefits to it.

Each of the Debtor and/or Grantor also represents and warrants that the foregoing representations and warranties shall survive the termination of the Credit Instruments and shall remain valid and subsisting until all the Secured Obligations shall have been paid in full. The Debtor and/or Grantor also acknowledge that the Secured Creditor was induced to enter into this Agreement and Credit Instrument in reliance upon the representations and warranties enumerated above.

7. DEBTOR AND/OR GRANTOR's COVENANTS AND The Debtor and/or Grantor shall be entitled to the possession and full use of the Encumbered Asset subject to the following:

USE OF ENCUMBERED ASSET. The Debtor and/or Grantor hereby covenants and undertakes that the Encumbered Asset shall be used solely for the purpose indicated in Schedule A of this Agreement. If the Encumbered Asset is a vehicle, it shall not use the Encumbered Asset as a public utility vehicle (i.e., taxi, Transportation Network Vehicle Services, car for rent, school bus, Utility Vehicle Express Service, etc.) nor part with the possession thereof or allow the same to be used by anyone other than the Grantor, immediate family members, its duly authorized agents, employees, or representatives; without the prior written consent of the Secured Creditor, for as long as the Obligation is not fully paid. The Debtor and/or Grantor shall not use the Encumbered Asset for any unlawful purpose and shall register, use, operate, and control the same in full compliance with all laws, ordinances, and regulations. A violation hereof shall be construed not only as an event of default but also as a deliberate act of the Debtor and/or Grantor to defraud the Secured Creditor, the Debtor and/or Grantor being fully aware that the Secured Creditor would not have agreed to grant the Loan and execute this instrument had the Encumbered Asset not been for the authorized use. Therefore, the Debtor and/or Grantor can be held criminally and civilly liable for fraud and damages to compensate the Secured Creditor for the accelerated depreciation and loss in market value of the Encumbered Asset.
SALE, ENCUMBRANCE OR REMOVAL. The Debtor and/or Grantor shall not sell, transfer, assign, lease, dispose of, hypothecate, and/or suffer or permit any lien, encumbrance, right, or adverse claim to be hereinafter created upon, the Encumbered Asset or any part thereof; otherwise, without prejudice to the Secured Creditor's rights and remedies as a consequence of such violation, the proceeds of such sale, assignment, lease, or disposition shall be held in trust for the Secured Creditor. The Debtor and/or Grantor, likewise, shall not without such consent, remove the Encumbered Asset or permit the removal of the Encumbered Asset from the Debtor and/or Grantor's address stated above without the Secured Creditor's prior written consent. The Secured Creditor shall have the right to inspect the Encumbered Asset at any reasonable time.
INSURANCE. The Debtor and/or Grantor shall cause the Encumbered Asset to be sufficiently insured against loss or damage arising from accident, theft or fire, and Acts of God (AOG), during the term of this Agreement and the Credit Instruments and until the Obligation is fully paid, in an amount not less than the outstanding balance of the Loan, with an insurance company acceptable to the Secured Creditor. The insurance policy shall contain a loss payable clause, satisfactory in form and substance to the Secured Creditor, whereby all sums payable under such policy shall be payable directly to the Secured Creditor. The proceeds of the insurance shall, at the option of the Secured Creditor, be applied toward the payment of the Obligation to the extent of the amount applied, without prejudice to the Secured Creditor's claims against the Debtor and/or Grantor for deficiency of difference of the insurance proceeds and the Debtor and/or Grantor's outstanding obligation. The Debtor and/or Grantor hereby appoints the Secured Creditor as his attorney-in-fact to claim, collect, prosecute claims related to, and receive the insurance proceeds.
The Debtor and/or Grantor shall deliver to the Secured Creditor the original insurance policy for the first year of this Agreement, together with the receipt of premium payment upon the signing of this Agreement and deliver to the Secured Creditor, without demand the yearly renewal insurance policy/ies, together with the receipt of premium payment, at least thirty (30) days prior to the expiration of any current insurance policy covering the Encumbered Asset. If the Debtor and/or Grantor fails to provide the required insurance policy, to pay all premiums thereon when due, or submit the insurance policy and receipt of payment of the premium to the Secured Creditor at least five (5) days after the expiration of the current insurance policy, the Secured Creditor shall charge the Debtor and/or Grantor a Late Submission Fee and may, at its own option and without obligation to do so, effect or obtain for the account of the Debtor and/or Grantor the yearly renewal insurance policy/ies with the loss payable clause in an amount not less than the outstanding balance of the Loan and add any money so disbursed by the Secured Creditor to the Loan and the same shall be due and payable on the due date of the immediately following installment after the date of such insurance renewal.
The Debtor and/or Grantor agree that in the event the insurance coverage of the Encumbered Asset is invalidated due to the conversion in the authorized use thereof (e.g., from private/personal use to taxi, for hire, or public utility purposes) without the knowledge and express consent of the Secured Creditor and the insurer, and claims thereunder cannot be paid, any such misrepresentation to the Secured Creditor and the Insurer shall be considered an act of the Debtor and/or Grantor to defraud the Secured Creditor and the insurer. If the Debtor and/or Grantor cannot have the Encumbered Asset reinstated to its condition prior to the insurance claim, the Debtor and/or Grantor shall be liable for the loss in value of the Encumbered Asset such that even if the repossession and sale of the Encumbered Asset by the Secured Creditor is made, the Debtor and/or Grantor shall be liable for the deficiency caused by any misrepresentation by the Debtor and/or Grantor and non-payment of the insurance claim.
CARE AND HANDLING OF THE ENCUMBERED ASSET.

(i) As applicable, the Debtor and/or Grantor will always preserve and keep the Encumbered Asset in good running order and condition, keep the same roadworthy and fit for the use intended, and shall make needful repairs and improvements thereon. In case the Encumbered Asset should be lost, destroyed, or damaged due to any cause whatsoever, and when so requested by the Secured Creditor, the Debtor and/or Grantor shall immediately replace and/or substitute the Encumbered Asset with additional properties of sufficient quantity and quality acceptable to the Secured Creditor or return them to their original condition. Notwithstanding the provisions of Section 7 hereof, the Secured Creditor reserves the right to declare the Secured Obligations due, payable, and defaulted and to avail of remedies in this Agreement should the Encumbered Asset or any part thereof be lost, destroyed, or damaged due to any cause whatsoever, or, in the Secured Creditor's sole opinion, suffer any considerable decline in value.

(ii) In case the Encumbered Asset is in the form of receivables, the Secured Creditor may, at any time and without the prior consent of the Grantor, notify the Debtors of the Grantor’s receivables of the existence of the Secured Creditor’s security interest. If such notification is given before an Event of Default, the Debtors may continue to make payments directly to the Grantor unless and until the Secured Creditor instructs otherwise. Upon the occurrence of an Event of Default, the Secured Creditor may notify the Debtors to make all future payments directly to the Secured Creditor or its designated agent, overriding any previous instructions. The Secured Creditor may also exercise its right to enforce the security interest.

(iii) The Grantor undertakes that the Encumbered Asset will always remain movable assets and will not be physically attached to immovable property.

(iv) The Grantor will take all actions and execute all documents reasonably required by the Secured Creditor for the Secured Creditor’s Security Interest to be at all times enforceable and effective and enjoy priority against third parties in all jurisdictions where the Encumbered Asset may be located or where the Security Interest may be enforced.

e. ADDITIONAL COLLATERAL. The Debtor and/or Grantor shall provide additional or substitute collateral acceptable to the Secured Creditor to fully secure the Obligation in the event the Encumbered Asset is lost, destroyed, damaged, or otherwise seized, or depreciates in value.

f. ASSESSMENTS The Debtor and/or Grantor shall promptly pay any and all taxes, fees and assessments that may be levied on the Encumbered Asset, the Debtor and/or Grantor will not suffer any lien to be created upon the Encumbered Asset. The Debtor and/or Grantor will promptly notify the Secured Creditor of any levy, assessment or imposition of any charge or the filing of any lien, or enforcement of any writ of attachment, garnishment, execution or similar writ on the Encumbered Asset and shall take steps necessary to prevent the Encumbered Asset, or any part thereof, from being subjected to the possibility of loss, forfeiture or sale.

g. UPDATE OF INCOME DOCUMENTS. The Debtor and/or Grantor shall submit an updated Income Tax Return (ITR) together with the relevant and related financial statements every 30th day of September with proof of receipt by the BIR, without demand from the Secured Creditor, as long as aggregate and total outstanding loan balance of all loans with the Secured Creditor amounts to more than Three Million Pesos (PHP 3,000,000.00), unless the Debtor and/or Grantor is exempted under the law, proof of exemption from complying with the ITR submission requirement shall be provided instead.

h. OTHER DEEDS. The Debtor and/or Grantor shall execute and deliver such further instruments and perform such other acts as the Secured Creditor may deem necessary or proper to more effectively carry out the intention of this Agreement.

i. DOCUMENTATION AND REGISTRATION FEES. The Debtor and/or Grantor shall pay all taxes, fees and expenses in connection with the execution, notarization and registration of this Agreement, as well as in connection with any extension, renewal, amendment, modification or cancellation hereof. All license, taxes, fees, fines and/or penalties due and owing to the Government by reason of the failure of the Debtor and/or Grantor to register this Encumbered Asset under the law shall be paid by the Debtor and/or Grantor provided that the Secured Creditor may, at its option, procure such registration and pay such licenses, taxes, fees, fines, penalties and expenses for the account of the Debtor and/or Grantor, which sum/s advanced by the Secured Creditor shall also be secured by and subject to the terms of this Agreement. Failure on the part of the Debtor and/or Grantor to comply with the foregoing obligations shall entitle the Secured Creditor to foreclose under this Agreement with like effect as the violation of any other condition hereof. Further, the Secured Creditor may, at its sole option, retain possession of the original Registration Certificate/s of the Encumbered Asset until such time that the Obligation is fully settled.

j. PERFORMANCE OF AGREEMENT. The Debtor and/or Grantor shall pay the Obligation and perform all covenants and agreements set forth in this Agreement.

The Grantor will take all steps required for the Secured Creditor’s Security Interest to be made effective against parties through a control agreement with respect to all funds credited to a bank account held with a bank other than with the Secured Creditor.

k. MOVABLE ASSETS. In case of movable assets, the Debtor and/or Grantor undertakes that the Encumbered Asset will always remain movable assets and will not be physically attached to the immovable.

l. EFFECTIVENESS OF THE SECURITY INTEREST. The Grantor will take all actions and execute all documents reasonably required by the Secured Creditor for the latter’s Security Interest to be at all times enforceable and effective and enjoy priority against third parties in all jurisdictions where the Encumbered Asset may be located or where the Security Interest may be enforced

8. PERFECTION, CONTINUITY AND RELEASE. Upon the execution of this Agreement and for the purpose of perfecting the Security Interest on the Encumbered Asset in accordance with the PPSA and other applicable law, all of the rights, title, interest, and benefit (except the obligations) of the Grantor in and to the Encumbered Asset shall vest upon and accrue in favor of the Secured Creditor, to the exclusion of all other persons. The Secured Creditor reserves the right to require additional property/ies or assets acceptable to the Secured Creditor in the event that the Encumbered Asset, in the sole judgment of the Secured Creditor, are impaired. Otherwise, the Secured Creditor may declare the Secured Obligations canceled and all availments and obligations thereunder immediately due and demandable. The Grantor shall provide the Secured Creditor with such further assurances and execute and deliver or cause the execution and delivery of such other documents as may be necessary or desirable to fully effectuate the purposes and intent of this Agreement. Further, the Grantor shall provide the Secured Creditor with any information relating to it or its Encumbered Asset with Security Interest as may be reasonably requested by the Secured Creditor. Should the Encumbered Asset described in Schedule A be substituted or increased as the case may be, the new assets shall automatically form part of the Security Interest without the need of a new document, and shall be under the same terms and conditions of this Agreement and in the promissory note/s and Credit Instruments executed or to be executed by the Debtor and/or Grantor. For the avoidance of doubt, the Security Interest created by this Agreement is in addition to (and not in substitution for) any other security held by the Secured Creditor, and is a continuing security that will subsist notwithstanding the payment from time to time, in whole or in part, of the obligations under the Credit Instruments. Any discharge or release of the Security Interest shall take effect if and only to the extent that the commitment to extend credit under the Credit Instruments has been terminated and all the obligations of the Debtor to the Secured Creditor have been satisfied in full. The books of the Secured Creditor shall be final and conclusive evidence of the Secured Obligations of the Debtor and/or Grantor to the Secured Creditor absent manifest error. In any case, the Debtor and/or Grantor agrees that it shall remain obliged to settle and pay off any amount due in connection with the Secured Obligations not otherwise settled or discharged after such application of payment. Repayment to the Secured Creditor of all the Secured Obligations shall not terminate the Security Interest under this Agreement unless a written release thereof is issued by the Secured Creditor at the request of the Debtor and/or Grantor, as the case may be; otherwise, it shall remain in force to secure future advances, commitments, and indebtedness, irrespective of any additional security that may be taken as to such indebtedness.

9. RIGHT OF SECURED CREDITOR TO PERFORM CERTAIN COVENANTS OF DEBTOR AND/OR GRANTOR. Upon the failure of the Debtor and/or Grantor to keep, observe or perform any of the covenants and undertakings specified in Section 7 (c), (f), and (h) hereof, the Secured Creditor may, but is not obligated to, perform or cause to be performed those covenants and undertakings on behalf of the Debtor and/or Grantor. Any amount advanced or expended by the Secured Creditor in performing or securing the performance of said obligation shall, upon billing by the Secured Creditor, be immediately reimbursed by the Debtor and/or Grantor. Interest and penalties shall be imposed on any amount billed by the Secured Creditor pursuant to this Section which is not paid by the Debtor and/or Grantor on the related due date (except for insurance premiums advanced by the Secured Creditor which are covered by Section 7[c]). Any amount advanced by the Secured Creditor that is not immediately paid on first demand, shall at the Secured Creditor's option, be added to and become part of the Principal and shall bear the same rate of interest and penalty as the Principal, and shall form part of the Secured Obligations. This is without prejudice to the right of the Secured Creditor to declare the Debtor and/or Grantor's entire obligation due and demandable. The Debtor and/or Grantor hereby declares that this power of attorney is coupled with an interest and is irrevocable.

10. SALE OF ENCUMBERED ASSET BY THE GRANTOR. Subject to Section 7 (b) above, in sale or disposition of the Encumbered Asset, the Security Interest over the Encumbered Asset shall extend to the proceeds of the collateral, without further act, from money, accounts receivable, negotiable instruments, or deposit accounts, the Security Interest in such proceeds must be perfected by one of the means applicable to the relevant type of Encumbered Asset as provided under the PPSA within fifteen (15) days after the Grantor receives such proceeds, otherwise, the Security Interest in such proceeds shall not be effective as against third parties.

11. DUE DATE. If the due date of this Agreement or of any installment payable hereunder falls on a holiday or a non-working day, the due date shall be understood to be the immediately following business day.

12. ADJUSTMENTS. If there is any extraordinary increase or decrease in the effective purchasing power of the Philippine currency, the Secured Creditor shall have the right to make a corresponding adjustment in the interest rate under this Agreement, which, except for manifest error in the computation thereof, shall be conclusive upon the Debtor and/or Grantor. A change of at least fifteen percent (15%) in the Consumer Price Index for Metro Manila from the date of this Agreement as set forth in the figures released by the Bangko Sentral ng Pilipinas ("BSP"), or other agencies of the Philippine Government should the figures of BSP be unavailable, shall be regarded as an extraordinary increase or decrease in the effective purchasing power of the Philippine currency. If the Debtor and/or Grantor disagrees with the adjustment, the Debtor and/or Grantor shall have the right to prepay or pre-terminate this Agreement within thirty (30) days from receipt of the notice of adjustment from the Secured Creditor. If the Debtor and/or Grantor does not pre-pay or pre-terminate this Agreement within the said thirty (30) day period, the Debtor and/or Grantor shall be deemed to have agreed to the adjustment.

13. ADDITIONAL TAXES AND STATUTORY. Any additional taxes, fees and charges that may be imposed on the Obligation evidenced by this Agreement, pursuant to law, executive issuances, or other rules and regulations enacted and issued by the Philippine Government, its agencies and other instrumentalities during the effective term of this Agreement, shall be automatically included herein and the Debtor and/or Grantor shall be liable for these additional charges without necessity of executing any notice, new agreement or other document. The Secured Creditor shall have the right but has no obligation to apply any installment payment for the payment of these additional taxes, fees, or charges.

14. CONTINUING LIABILITY. The Debtor and/or Grantor shall continue to be liable with respect to his obligations to the Secured Creditor during any extension or renewal, in whole or in part, of this Agreement or any availment in the credit instruments, if this is the case, and/or following a partial payment of this Agreement, and/or following any change in the interest rate or other terms and conditions of this Agreement as a result of such extension, renewal and/or partial payment, without the necessity of executing a new promissory with security agreement.

15. PAYMENTS.

Check payments received after clearing cut-off time shall be value dated the next banking day. Payments made by check or other negotiable instruments shall produce the effect of payment only when the same shall have been cleared.
Acceptance by the Secured Creditor of payments made after the Debtor and/or Grantor has delayed or defaulted in the performance of his obligations shall not prejudice the Secured Creditor's rights to claim full payment and exercise its rights and remedies under the Credit Instruments or prejudice pending legal actions filed by the Secured Creditor.
Acceptance of late or partial payments shall not be construed as a waiver or estoppel on the part of the Secured Creditor.
Payment/s made by third person/s shall not constitute a novation of the original Credit Instruments.

16. DEFAULT/CROSS DEFAULT. The Debtor and/or Grantor shall be considered in default under this Agreement, without need for any notice or any other act or deed, in case any of the following occurs:

Any of the Secured Obligations is not fully paid when due, whether at maturity, by acceleration or otherwise;
The breach or the failure to perform any of the terms and conditions of this Agreement, Credit Instrument, or of any agreement evidencing indebtedness;
If the Encumbered Asset, or any portion thereof, is impaired, lost, destroyed, or damaged due to any cause whatsoever including fortuitous events (it being understood that the Encumbered Asset or any portion thereof shall be considered lost if the Debtor and/or Grantor shall fail to produce the same or any part thereof on demand by the Secured Creditor), depreciated in value by at least ten percent (10%) or if seizure, attachment, or confiscation of the Encumbered Asset or any part thereof is made with or without lawful order of any court, tribunal, or agency of the government;
If this Agreement, the Credit Instrument, or any document submitted in relation thereof shall for any reason become ineffective, impaired, or cease to be in full force and effect, or any lien established or created in favor of the Secured Creditor under this Agreement is lost or otherwise impaired from any cause whatsoever including fortuitous events;
The death, dissolution, or termination of existence of the Debtor and/or Grantor (if individuals);
If the Debtor and/or Grantor and/or any of its Subsidiaries or Affiliates shall become the subject of any insolvency, bankruptcy, or liquidation proceedings, suspension of payments proceedings, or be involuntarily declared insolvent or bankrupt, or any case covered by Article 1198 of the Civil Code;
This Agreement cannot be registered or recorded in the corresponding register or government agency for whatever reason;
The insolvency of the Debtor and/or Grantor, the making by the Debtor and/or Grantor of a general assignment for the benefit of other creditors, the commencement by or against the Debtor and/or Grantor of any proceeding for dissolution, insolvency, suspension of payments, appointment of receiver, foreclosure, or the issuance of a writ or order of attachment, garnishment, execution or similar act against the property, assets or income of the Debtor and/or Grantor;
The finding of probable cause against the Debtor and/or Grantor or against any member of its Board of Directors, trustees, stockholders, or officers (if the Debtor or the Grantor is a juridical entity) for offenses involving moral turpitude or for instances similar or in relation to any of the foregoing;
Any information, representation or warranty made by the Debtor and/or Grantor in this Agreement or furnished to the Secured Creditor on behalf of the Debtor and/or Grantor in connection with the Obligation or the Encumbered Asset shall become or shall prove to have been false when so made, given or furnished, including the use of the loan for a purpose other than that stated in this Agreement; or
The Secured Creditor's good faith belief at any time that (a) the prospect of payment of the Obligation or the performance of this Agreement is impaired as shown by a default with respect to other obligations of the Debtor and/or Grantor to the Secured Creditor under any other credit accommodation, the sale or disposition of any substantial portion of the assets or property of the Debtor and/or Grantor which is not in the ordinary course of the Debtor and/or Grantor's business, a default in any obligations of the Debtor and/or Grantor to a third party, or such other circumstances and conditions which materially and adversely affect the financial standing of the Debtor and/or Grantor or the ability of the Debtor and/or Grantor to perform his obligations under this Agreement, or (b) the Encumbered Asset has become insufficient or unsafe.

Default by the Debtor and/or Grantor as herein defined shall entitle the Secured Creditor to declare the Secured Obligations as due and demandable without need for demand or notice of any kind, and to exercise the remedies provided herein, in addition to the remedies provided for in the Credit Instruments, all which remedies shall be alternative, concurrent, and cumulative, unless prohibited by law. The Grantor shall also be considered in default under this Agreement in case of default in the payment of its obligation or non-performance or violation of any agreement with any of the Secured Creditor's Subsidiary or Affiliate.

17. REMEDIES UPON DECLARATION OF DEFAULT, POWER AND AUTHORITY OF THE SECURED CREDITOR. Upon the occurrence of any event of default, the Secured Creditor shall have all the rights and remedies available under the law, including but not limited to:

If an Event of Default has occurred and is continuing, the Secured Creditor is hereby irrevocably authorized and empowered to act as the attorney-in-fact for the Grantor with respect to the giving of any instructions or notices hereunder.
If an Event of Default has occurred and is continuing, the Secured Creditor may (i) enforce the Security Interest whether through a judicial process or through an extrajudicial process, including enforcement of the Security Interest through either a public or private disposition, and (ii) take possession, use, operate, administer and sell, lease, license or otherwise dispose of any of the Encumbered Assets without judicial process; provided, that any enforcement of the Security Interest by the Secured Creditor shall be conducted in accordance with this Agreement, the PPSA, and its implementing rules and regulations, other applicable laws; (iii) accelerate the payment or performance of any or all of Debtor and/or Grantor’s obligations; (iv) collect the Grantor’s receivables and negotiable instruments, compromise or transact with the Debtors of these receivables and instruments, and grant discharges to them; and (v) take all other actions necessary or useful for the purpose of realizing on the Encumbered Assets, including without limitation completing the manufacture of inventory and purchasing raw materials.
On and at any time after the occurrence of an Event of Default which is continuing, the Secured Creditor may, to the extent permitted by applicable law, forthwith sell or dispose of the Encumbered Asset in accordance with the PPSA or as otherwise permitted by applicable law.
For purposes of this Section, the Secured Creditor shall be entitled and is hereby irrevocably appointed attorney-in-fact of the Grantor with full power and authority to: (i) enter into and use the premises where the Encumbered Asset is located; (ii) take actual possession, use, administer, or otherwise control the Encumbered Asset without need of any order of any court, nor any written permission from the Grantor; (iii) process, preserve, protect, sort, prepare for disposal, administer, and manage the Encumbered Asset; and (iv) make needful repairs and improvements thereon; and with full power and authority (v) to sell the Encumbered Asset in its entirety, or in such parcels as the Secured Creditor shall determine, in its present condition or following any commercially reasonable preparation or processing in accordance with the PPSA; and (vi) to prepare, sign, and issue a deed of conveyance, transfer, or sale over any sold Encumbered Asset or portion thereof. The powers herein granted shall not be revoked while this Agreement is in force and effect and all lawful acts that may be executed by the Secured Creditor by virtue of said powers are hereby ratified and confirmed by the Grantor.
The manner and procedure for effecting the sale or disposition of all or any part of the Encumbered Asset shall be governed by the PPSA and other pertinent laws of the Republic of the Philippines, or any rules of procedure issued pursuant thereto, as the case may be. The Secured Creditor may be a bidder at the sale of the Encumbered Asset or any portion thereof, whether under the powers of sale herein provided, or otherwise, and may have the amount of the bid applied to the payment of the Secured Obligations without requiring payment in cash of the amount bid. It is agreed that the Encumbered Asset may not be redeemed unless the Secured Obligations, together with attorney's fees, costs, and other expenses of disposition shall have been fully paid to the Secured Creditor.
The Secured Creditor shall incur no liability as a result of the sale of the Encumbered Asset, or any part thereof, at any private sale conducted in a commercially reasonable manner as provided under the PPSA, its implementing rules and regulations, or otherwise in accordance with applicable law. The Grantor hereby waives, to the full extent permitted by applicable law, all claims, damages, and demands against the Secured Creditor, arising out of the repossession, retention, or sale of the Encumbered Asset, including, without limitation, any claims against the Secured Creditor, arising by reason of the fact that the price at which the Encumbered Asset or any part thereof were sold was less than what may have been obtained in a different manner or the fact that the Secured Creditor accepted the first offer received and does not offer the Encumbered Asset to more than one offeree. The Debtor and/or Grantor hereby undertake to hold the Secured Creditor free and harmless from liability for any action taken on the basis of and within the framework of the appointment and this Agreement.
The enforcement rights may be exercised on all the Encumbered Assets taken as a whole or separately in respect of any part of them.
The Grantor hereby expressly waives any period which must elapse before the Secured Creditor shall be entitled to enforce the Security Interest; it being expressly understood and agreed that the Secured Creditor may enforce the Security Interest at any time after breach of any conditions thereof.
Upon enforcement and disposal of the Encumbered Asset, the Secured Creditor may apply, at its option, the proceeds of any said sale, as well as the sums received or collected by it following the priority order provided in Section 18 below. In cases when not all of the Encumbered Asset are available for enforcement, the Secured Creditor or its assigns shall have the right to partially enforce the Security Interest. The foregoing, however, is without prejudice to the Secured Creditor's right to make subsequent enforcement/s upon the availability of the remaining Encumbered Asset and without prejudice to its right to collect from the Debtor and/or Grantor the unpaid balance of the obligation to enforce the Security Interest. In case of enforcement, the Debtor shall be liable for the deficiency, if any, between the purchase price at the enforcement proceedings and the outstanding obligations secured by this Agreement.
The GRANTOR shall reimburse the BANK upon demand for all costs, fees, and other expenses incurred by the BANK in the exercise of its rights (including, without limitation, the enforcement of its security interest), with interest at the legal rate.

18. RIGHT OF SECURED CREDITOR TO BE APPOINTED AS RECEIVER WITHOUT BOND. In case judicial or extrajudicial proceedings are instituted for the enforcement of the Security Interest, or to enforce any right or claim hereunder, the Secured Creditor, its officers, agents, assigns, and/or representatives, shall be entitled as a matter of right to be appointed and to act as receiver, without bond, of the Encumbered Asset and to revenues, earnings, rents, profits, and other income thereof.

19. RIGHT OF SECURED CREDITOR TO SET-OFF. Without prejudice to all other rights and remedies which the Secured Creditor may have against the Debtor and/or Grantor, the Secured Creditor may set-off, or apply by way of conventional compensation, as the case may be, as full or partial payment, and/or withhold, to the extent permitted by law, at the Secured Creditor's option and without need of prior notice, all monies, funds, and/or proceeds of securities, investments, or receivables including all or any interests or other income which may accrue thereon, including but not limited to time deposit accounts and/or long-term investments, which the Secured Creditor is hereby authorized to pre-terminate accordingly, to convert the funds into Philippine peso if denominated in foreign currency at the prevailing exchange rate at the time of set-off or pre-termination, it being understood that all taxes, expenses and charges arising from the pre-termination or the account or investment shall be shouldered by the Debtor and/or Grantor, and all other personal assets of the Debtor and/or Grantor which may be in or come into the possession or control of the Secured Creditor and/or its Subsidiaries and/or Affiliates to apply the same in satisfying any and all obligations of the Debtor and/or Grantor to the Secured Creditor, whether left with it for safekeeping otherwise, or coming into any of its hands in any way. The Debtor and/or Grantor irrevocably authorizes the Secured Creditor and/or its Subsidiaries and/or Affiliates to debit such amounts or sell or pre-terminate such securities, as may be necessary to implement this provision from any of the Debtor and/or Grantor's accounts with the Secured Creditor and/or its Subsidiaries and/or Affiliates. Notice shall be sent to the Debtor and/or Grantor. The Debtor and/or Grantor hereby unconditionally and irrevocably name and constitute the Secured Creditor as their true and lawful attorney-in-fact, with full power of substitution to carry out the purposes of this section, including the power (i) to sell securities, investments, placements, or receivables, and all other personal assets of the Debtor and/or Grantor at the prevailing market price, without the need for any further notice, demand, or advertisement, and to apply the proceeds of the sale to the satisfaction of the Debtor's and/or Grantor's obligations to the Secured Creditor, (ii) to notify its Subsidiary or Affiliate of the Debtor's due and demandable obligation and give instructions to said Subsidiary or Affiliate for the sale, transfer, or remittance of their monies, assets, or proceeds to the Secured Creditor, and (iii) to apply and/or debit, without need of prior notice, such monies, funds, and/or proceeds, to the satisfaction of the Secured Obligations and/or any obligations of the Debtor and/or Grantor to the Secured Creditor. The appointment of the Secured Creditor is coupled with interest and is irrevocable until all of Debtor's and/or Grantor's obligations with the Secured Creditor are fully settled, and the Debtor and/or Grantor hereby undertake to hold the Secured Creditor and/or its Subsidiaries and/or Affiliates free and harmless from liability for any action taken on the basis of and within the framework of this appointment and assignment. In the event that the Secured Creditor receives any amount in excess of the Secured Obligation owing to the Secured Creditor, it shall, after all obligations have been paid in full in accordance with the terms thereof, reconvey such excess amount, if any, in favor of the Grantor.

20. PROCEEDS OF EXPROPRIATION. If the Encumbered Asset is expropriated, the compensation therefor shall be paid directly to the Secured Creditor. The Debtor and/or Grantor hereby appoints the Secured Creditor as attorney-in-fact to demand, collect and receive such payment and issue receipt therefor on behalf of the Debtor and/or Grantor.

21. RELEASE OF SECURITIES AND/OR COLLATERAL. Where the Encumbered Asset is owned by two or more owners, the Grantors hereby absolutely, irrevocably, and unconditionally authorize the Secured Creditor, upon full payment of the Secured Obligations, to release the Encumbered Asset and/or any certificate, instruments, or related documents covering the Encumbered Asset to any of the Grantors and such delivery to one of the Grantors shall be considered as complete delivery to all of the Grantors. The Grantors shall jointly and severally hold the Secured Creditor free and harmless from any and all liability, damage, or loss to the Encumbered Asset after delivery to any one of the Grantors.

22. FEES AND EXPENSES RELATING TO THE SECURITY INTEREST. The Debtor and/or Grantor shall be solidarily liable to pay:

Any and all fees, charges, taxes, assessments, levies, or other governmental charges which may be levied, assessed, or imposed in relation to the execution, performance, enforcement, and collection under this Agreement as well as any of its amendments, supplements, and/or cancellation. This includes any collection charges incurred by the Secured Creditor in recovering outstanding obligations, regardless of the amount involved.
All reasonable costs, fees, and expenses incurred in connection with any sale, transfer, or delivery of the Encumbered Asset, as well as any other costs, expenses, charges, interests, commissions mentioned herein. This also includes reasonable collection fees, administrative charges, and attorney’s fees, whether the enforcement is judicial, extrajudicial, or private. In the event of litigation or any enforcement action, the Debtor and/or Grantor shall pay attorney’s fees of the Secured Creditor in an amount not less than Two Hundred Thousand Pesos (PHP 200,000.00) or equivalent to twenty percent (20%) of the total outstanding obligation, whichever is higher. However, if the total outstanding obligation is PHP 400,000 or less, the attorney’s fee shall be fifteen percent (15%) of the outstanding amount.

The Debtor and/or Grantor shall also pay a service fee when:

The entire loan or any part thereof is prepaid before the maturity date;
An amount is paid over and above the stipulated monthly amortization; or
The Debtor and/or Grantor fails to claim collateral documents within thirty (30) days from the receipt of notice from the Secured Creditor.

The service fee shall include any late insurance policy submission fee and is computed based on the rate provided in the Disclosure Statement.

Should the Debtor and/or Grantor fail to pay the fees or expenses stated herein, the Secured Creditor may, at its discretion, advance the payment thereof, and the Debtor and/or Grantor shall, upon demand, reimburse the Secured Creditor with interest thereon at the interest rate governing the Secured Obligations. Such reimbursement shall be secured by this Agreement.

23. APPLICATION OF PROCEEDS. In case of judicial, extrajudicial, or private sale of the Encumbered Asset, the proceeds realized from any sale of the Encumbered Asset shall be applied in the following order of priority: a) To the payment of attorney's fees and other legal expenses; b) To the payment of the costs, fees, and expenses of taking, holding (including insurance premiums outstanding and all expenses incurred in the preservation and care of the Encumbered Asset with the diligence of a good father of a family), preparing for disposition, posting, publishing, keeping, and disposition of the Encumbered Asset; c) To the satisfaction of all interests, default interest, penalty, and charges accruing upon the Secured Obligations; d) To the payment of the principal of the Secured Obligations; e) To the satisfaction of obligations secured by subordinate liens on the Encumbered Asset if a written demand and proof of the interest are received before the distribution of proceeds is completed; and f) The balance, if any, shall be given to the Grantor.

24. CUMULATIVE RIGHTS. The exercise by the Secured Creditor of any right will not preclude the Secured Creditor from exercising any other right provided in this agreement or by law, and all the rights of the Secured Creditor are cumulative and not alternative. The Secured Creditor may enforce its security interest without being required to exercise any recourse against any person liable for the payment of the Obligations or to realize on any other

25. LATE PAYMENT PENALTY. In the event any installment or advances made by the Secured Creditor is not paid when due or when this Agreement is deemed in default, the Debtor and/or Grantor is liable to pay a monthly penalty charge equal to six percent (6%) times the unpaid gross monthly installment or advances made by the Secured Creditor, with a fraction of a month to be considered as one (1) whole month, until such time as the unpaid installment, the advances made by the Secured Creditor, or the whole sum remaining unpaid, as applicable, is repaid in This is payable in addition to the interest payable under this Agreement.

26. DEPOSITS, PLACEMENT AND OTHER PROPERTIES OF THE DEBTOR AND/OR GRANTOR. The Debtor and/or Grantor hereby authorizes and empowers the Secured Creditor to debit from his deposit accounts, whether individual, joint or in-trust-for, with the Secured Creditor at such time/s as the Secured Creditor may deem appropriate for the payment in full of any installment or any other amounts that may be due and owing to the Secured Creditor under this Agreement and Credit Instrument executed with the Secured Creditor. The Secured Creditor may, at its sole option, not debit the Debtor and/or Grantors deposit accounts if the outstanding balance therein is not sufficient, cleared and available for debit to cover the payment in full of an installment or any other amounts that may be due thereon including insurance premiums, etc., in which case, the Debtor and/or Grantor shall be liable for the payment of penalty charges on all such overdue installments and/or amounts as provided for in this Agreement. The option granted to the Secured Creditor herein shall not constitute a waiver of any event of default or of the penalties and interest due for late payment.

27. APPLICATION OF PAYMENT. The Debtor and/or Grantor waives his right to make application of payment under Article 1252 of the Civil Code and the Secured Creditor shall have the right to apply payments made by the Debtor and/or Grantor to any of his obligations to the Secured Creditor, regardless of the source and nature of the said obligation.

28. DISCLOSURE OF INFORMATION. The Debtor and/or Grantor authorizes the Secured Creditor to disclose personal information relating to the Debtor and/or Grantor, the Obligation and/or the performance of the Debtor and/or Grantor's obligations under this Agreement to the Secured Creditor's subsidiaries, affiliates, agents and third parties that are authorized by the Secured Creditor to receive such information for confidential use in connection with the Secured Creditor's exercise of its functions to provide banking and related services as well as for any business purposes (including sales and marketing, credit investigation and collection, information technology systems and processes, data processing, imaging and storage, back-up and recovery, and statistical and risk analysis purposes).

The Secured Creditor may appoint or designate a representative, agent, attorney-in-fact, or upon written notice, a collection agency to perform any and all acts which may be required or necessary to enforce the Secured Creditor’s right. For such purpose, the Grantor hereby gives consent as to the disclosure of all relative information in connection with the subject Secured Obligations to such authorized representative, agent or attorney-in-fact and agrees to hold Secured Creditor free and harmless against any and all damages, cost, or liability arising from such disclosure.

The Debtor and/or Grantor further acknowledges and authorizes the Secured Creditor to report any credit information relating to the performance of the Debtor and/or Grantor’s obligations under this Agreement to the BSP, the Anti-Money Laundering Council, the Bankers' Association of the Philippines, the Credit Management Association of the Philippines or to any other relevant central monitoring or credit information or body. The Debtor and/or Grantor agrees that such disclosure of information shall not be the basis of any claim against the Secured Creditor or the parties to whom the Secured Creditor makes the disclosure. The Debtor and/or Grantor hereby gives permission for the Secured Creditor to request information and to make necessary inquiries about the Debtor and/or Grantor from third parties in connection with any update, re-issuance, or extension of the Obligation. The foregoing constitutes the Debtor's and/or Grantor's express consent under the applicable confidentiality and data privacy laws of the Philippines and other jurisdiction and agree to hold the Secured Creditor, each of its subsidiaries, affiliates, agents and third parties that were authorized by the Secured Creditor to receive such information, free and harmless from any and all liabilities, claims, damages and suits of whatever kind and nature, that may arise in connection with the implementation and compliance with the authorization conferred by the Debtor and/or Grantor hereunder.

29. CHANGE OF DEBTOR AND/OR GRANTOR INFORMATION. The Debtor and/or Grantor shall immediately notify the Secured Creditor in writing of any change in his Personal and Business Data (including civil status, residence, office and/or billing address/es, contact details and/or telephone number/s, employment, business, and all related information) and change of any financial status which may prejudice or adversely affect its being a Debtor and/or Grantor. The Debtor and/or Grantor agrees that the Secured Creditor may, at its option, update the Debtor and/or Grantor’s Personal and Business Data when he applies for or avails of other products and/or services of the Secured Creditor.

30. DISCHARGE OF SECURITY AGREEMENT. The condition of this Security Agreement is that if the Debtor and/or Grantor shall well and truly perform in full the Obligation, then this Agreement shall cease to have force and effect; otherwise, it shall remain in full force and The Debtor and/or Grantor shall remain liable under this Agreement for as long as the Obligation or any portion thereof has not been fully paid and performed notwithstanding any modification, amendment or novation of this Agreement, and/or any renewal, extension, or grace period with respect to the Obligation or any portion thereof.

31. NO IMPLIED WAIVER. The exercise of the rights and remedies of the Secured Creditor under this Agreement and/or the Credit Instruments shall be at the absolute discretion and option of the Secured Creditor. The rights and remedies of the Secured Creditor set forth in this Agreement are in addition to and not in substitution of any other right or remedy provided by law, or any supplementary/complementary agreements. Any failure, delay, single or partial exercise by the Secured Creditor of any such right or remedy shall not be deemed to be a waiver of any other right or remedy, nor shall it be deemed to alter, prejudice, or affect the same or any other right or the further exercise of such right or remedy to which the Secured Creditor may be entitled. No modification or waiver of any provision and no consent of the Secured Creditor to any departure by the Grantor therefrom shall be effective unless the same shall be in writing and such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given. No notice to or demand on the Grantor in any case shall entitle it to any other or further notice or demand in similar or other circumstances.

32. VENUE OF ACTIONS AND GOVERNING LAW. All actions, including the foreclosure of the Encumbered Asset, for the enforcement of the rights and obligations under this Agreement shall be filed in the proper courts where the Secured Creditor has an office or branch, or in any court in Metro Manila which has jurisdiction.

This Agreement will be governed by and construed in accordance with the laws of the Republic of the Philippines. The provisions of this Agreement must also be interpreted in order to give effect to the intent of the parties that the Secured Creditor’s security interest be valid and effective in all jurisdictions where the Encumbered Assets may be located and where the rights of the Secured Creditor may have to be enforced.

33. NOTICES. The Debtor and/or Grantor agrees that all notices and communications between the Debtor and/or Grantor and the Secured Creditor relative to this Agreement shall be given or made in writing, such as but not limited to, mail, electronic mail or facsimile transmission, at the option of the Debtor and/or Grantor as stated in his/its loan application. In case the Debtor and/or Grantor opted for notice or communication by mail, the same shall be delivered to the address stated on the face of this Agreement unless the Debtor and/or Grantor notifies Secured Creditor of change in address or in the case of other modes of communication, of the change in contact information. Non-receipt of notice or communication after the Secured Creditor has exhausted all possible means of contacting the Debtor and/or Grantor through any of his/its chosen mode of notification among the contact details provided to the Secured Creditor, shall not relieve the Debtor and/or Grantor from the effects of said notice. The mere act of sending any correspondence by mail or personal delivery, courier, telefax, or electronic mail as may be elected by the Secured Creditor to the Debtor and/or Grantor at said address shall be valid and effective notice to the Debtor and/or Grantor for all legal purposes. The fact that such correspondence is not actually received by the Debtor and/or Grantor, or has been returned unclaimed to the Secured Creditor, or that no person is found at said address, or that the said address is fictitious or cannot be located, shall not excuse the Debtor and/or Grantor from the effect of such correspondence.

34. EFFECT OF NON-REGISTRATION.  If this Agreement cannot be registered in the Registry and/or any government offices/agencies for any cause or reason whatsoever, the Agreement shall, at the Secured Creditor's option, be considered as nevertheless binding between the parties and the Secured Obligations shall become immediately due, payable, and defaulted.

35. SEVERABILITY. The unenforceability or invalidity of any provision of this Agreement by a court of competent jurisdiction shall not affect the validity, legality, and enforceability of the remaining provisions.

36. AMENDMENTS. No amendment to this Agreement or related documents shall be valid unless made in writing and signed by the The Grantor shall remain liable under this Agreement for as long as the Secured Obligations or any portion thereof have not been fully paid and/or performed, notwithstanding any modification, amendment, restructuring, or novation of the Credit Instruments and/or renewal, extension, or grant of grace period respecting the Secured Obligations. With respect to renewals, or grant of grace period, the right to any notice to or need for consent of the Grantor is hereby waived.

37. ASSIGNMENT. The Secured Creditor may assign or transfer its rights and obligations under this Agreement for which the Debtor and/or Grantor hereby gives his/its express consent. The Debtor and/or Grantor shall be notified of said assignment or transfer in accordance with Section 33.

38. INQUIRIES. For inquiries or other concerns, the Debtor and/or Grantor may call EastWest Bank's 24-Hour Customer Service at (+632) 8888-1700 or e-mail csloans@eastwestbanker.com. The Secured Creditor shall acknowledge the complaint/dispute no later than two (2) banking days upon receipt of report by responding to the said complaint/dispute or requiring from the Debtor and/or Grantor additional information or such other instructions as may be necessary to properly resolve it. EastWest is regulated by the Bangko Sentral ng Pilipinas (BSP) https://www.bsp.gov.ph.

39. COUNTERPARTS AND SIGNATURES. This Agreement may be executed in any number of counterparts and by each party in separate counterparts and any full set of these separate counterparts will constitute an original copy of this agreement. Delivery of an executed counterpart of a signature page to this agreement by electronic mail will be as effective as delivery of a manually executed counterpart of this Agreement.

40. EFFECT OF AGREEMENT. The rights and privileges of the Secured Creditor hereunder shall inure to the benefit of its successors and assigns, and the duties and obligations of the Debtor and/or Grantor shall bind his heirs, representatives, successors, and assigns.

Terms and Conditions of the Promissory Note with Security Agreement

PROMISSORY NOTE WITH SECURITY AGREEMENT

TERMS AND CONDITIONS OF THE PROMISSORY NOTE WITH SECURITY AGREEMENT