This PLEDGE AGREEMENT made and executed at _____________ Philippines, this _______ day of __________, 19_____, by  _____________

_____________________________________________________________

_____________________________________________________________

_____________________________________________________________


hereinafter called the PLEDGOR,
- in favor of –
 

The , a banking corporation duly organized and existing under the laws of thePhilippines, with principal office at  , hereinafter called the BANK,

WITNESSETH:

The PLEDGOR has applied to the BANK for credits and other banking facilities from time to time in such installments and in such forms, whether by way of promissory notes, overdrafts, loans, advances, letters of credits, trust receipts, etc., as may be desirable and approved by the BANK, to the extent of            __________________

PESOS (P______________ ) Philippine currency outstanding at any one time, and has offered and agreed to secure the repayment of said credit facilities; the interests accruing thereon, the costs of collecting the same, the costs and charges of keeping the pledged property and all other expenditures which may be incurred in connection here­with, by means of a good and valid first pledge of the assets hereinafter described.

The BANK has agreed to extend, at its discretion and conveni­ence, said credit facilities upon the security offered by the PLEDGOR and repayable in such manner and under such terms and conditions specified hereunder and in the separate promissory notes, over­drafts, loans, advances, letters of credit, trust receipts and/or other contracts or evidences of indebtedness under which credits have been or may hereafter be extended, any and all of which instruments are hereunto incorporated and made integral part hereof by refer­ence.

NOW, THEREFORE, for and in consideration of the foregoing premises and as            security for the due and prompt repayment to the BANK on demand or at maturity, as the case may be, of the abovementioned credit and banking facilities granted, extended or continued, or which may hereafter be granted, extended or continued, from time to time by the BANK, at its discretion and convenience, to the PLEDGOR in the total amount not exceeding at any one time___________________  PESOS (P__________) Philippine currency, together with the interests thereon the costs of collection, charges and other expenses, including reasonable attorney's fees which shall in no, case be less than ten (10%) per cent of the total amount of the indebtedness then outstanding and unpaid, and all other obligations which the PLED­GOR has or may hereafter become indebted to the BANK under this contract or otherwise, including all renewals, extensions and/or amendments thereof until this pledge is cancelled whether such indebtedness, liabilities and obligations be absolute or contingent, direct or indirect, and whether incurred by the PLEDGOR as principal, surety, or in any other capacity, and to secure performance by the PLEDGOR of the convenants and conditions of the said credits and banking facilities covered and secured by this pledge as specified herein and in the separate promissory notes, overdrafts, loans, advances, letters of credits, trust receipts, etc., their renewals, extensions and/or amendments, and of this Pledge Agreement, the PLEDGOR hereby assigns, transfer and delivers, byway of first pledge to the BANK, its successors and/or assigns, all the following described personal properties absolutely owned by the PLEDGOR free from any and all liens, encumbrances and other adverse claims whatsoever:

(Describe things pledged)

The PLEDGOR hereby agrees, undertakes and stipulates:

1. During the existence and continuance of this pledge, or any renewals, extensions or amendments thereof, not to sell, alienate, or in any manner dispose of, or hypothecate the property herein pledged without the written consent of the BANK first had and obtained; and on demand by the BANK, shall deliver and pledge to the latter such additional securities to the satisfaction of, and approved by, said BANK should the market value of the pledged property, in the opinion of the BANK, suffer any decline, and shall execute such further documents as from time to time maybe required by the BANK to give full force and validity of this Pledge Agreement.

2. To furnish all the documentary stamps and pay all the expenses and fees incident to this pledge and any amendment or supplement thereto or cancellation thereof, and to pay all lawful taxes, charges, liens and assessments on the pledged property, to keep all the properties hereby pledged or which may hereafter be pledged insured at its expense and keep the same insured against all pertinent risks in a company or companies designated by the BANK to the full maximum insurable value thereof, the policy or policies covering such insurance, together with the receipts for premiums, etc., to be immediately delivered to the BANK and such insurance policy or policies to be endorsed under a "union mortgage clause" in favor of the BANK, and, in default thereof, the BANK may, at its option, furnish the documentary stamps, pay such expenses and fees, as well as said taxes, charges, liens and assessments, insure said pledged properties, and all sums so advanced by the BANK shall be payable by the PLEDGOR immediately with interest thereon at the rate of ten (10%) per cent per annum, and the payment thereof shall likewise be secured by this pledge.

3. The BANK, in all applicable cases, may, at its discretion, have this pledge registered at any time on the books of the issuing corporation(s), or have all or any portion of the securites herein pledged transferred to its name or to the name of its nominee, as pledgee, and may, at its option, collect, by legal proceedings or otherwise, endorse, receive and receipt for all dividends, interests, principal payments and other sums now or hereafter payable upon or on account of said property pledged, without any responsibility, however, on the part of the BANK for its failure to do so. In implementation of this and other provisions of this Pledge Agree­ment, the PLEDGOR hereby irrevocably constitutes and appoints the BANK or its representative its true and lawful attorney-in-fact with full power and authority to do such acts and to execute any and all documents whatsoever necessary or convenient for the purpose.

4. Failure on the part of the PLEDGOR to pay any portion of the indebtedness hereby secured when due, or failure on its part to comply with any of the conditions of this pledge' and of the separate promissory notes, overdrafts, loans, advances, letters of credit, trust receipts and/or other contracts or evidences of indebtedness under which credits have been or may hereafter be extended, shall cause the maturity of the entire obligation, in which case, the PLEDGOR hereby irrevocably constitutes and appoints the BANK or its representative as the true and lawful attorney-in-fact of the PLEDGOR with full power and authority.

(a) To sell in one or more sales at any time the whole or any part of the property pledged in such order and quantity or by such lot(s) as the BANK may elect and choose and any such sale maybe made either at public or private sale at its place of business or elsewhere, or in any broker's board or securities exchange or, in a proper case, any such sale may be made over the counter and the BANK may, in all allowable cases, be the purchaser of any or all properties so sold and hold the same thereafter in its own right free from any claim of the PLEDGOR or right of redemption, the PLEDGOR hereby waiving also all rights to any demand, notice or advertisement of such sale or sales;

(b) To issue receipts and/or to execute and/or deliver any instrument or document or do any act necessary for the transfer and assignment of all rights, titles and interests of the PLEDGOR in the pledged properties to the purchaser or purchasers thereof;

(c) To apply, at its option, the proceeds of any said sale, as well as all sums received or collected by the BANK from or on account of such pledged property, to the payment of expenses incurred or paid by the BANK in connection with any sale, transfer or delivery of the property, to the payment of any other costs, expenses, charges, attorney's fees, interests and commis­sions mentioned herein, and to the payment of the secured indebtedness or any part thereof, all in such order and manner as the BANK in its discretion may determine, irrespective of the dates of maturity; and all acts done and to be done by the BANK in conformity with the powers herein granted are hereby ratified and confirmed by the PLEDGOR.

5. It is clearly understood and agreed that any payments made by the PLEDGOR to the BANK maybe applied by the BANK, at its discretion, to any indebtedness or obligations of the PLEDGOR to the BANK, whether or not included and secured by this pledge and irrespective of their dates of maturity, the PLEDGOR hereby waiving all the benefits of Articles 1252 and 1254 of the Civil Code of the Philippines that may otherwise be in its favor. The books and records of the BANK shall be final and conclusive evidence of the obligations of the PLEDGOR to the BANK.

6. The BANK is hereby authorized to deposit, at its option, the things pledged with a third person and all costs and expenses for the keeping and preservation of the same shall be for the account of the PLEDGOR.

7. Time is of the essence of this Pledge Agreement. No waiver of a breach of any term or conditions hereof shall be a waiver of any subsequent breach of the same or any other term or condition. The PLEDGOR expressly agrees that the BANK may sue to recover the indebtedness secured hereby without foreclosing, and without preju­dice to the BANK's right under this pledge. The rights, powers and remedies conferred upon the BANK under this agreement shall be and are in addition to and concurrent and cumulative with such rights, powers and remedies as the BANK may have in accordance with the present or any future laws of the Philippines; they may be exercised and enforced as herein and by law provided, separately, successively, or simultaneously without reference to the time or manner of foreclosure or enforcement of any other security for said indebtedness whether held under deed of trust, mortgage, pledge or otherwise; and the exercise of one or more remedies shall not preclude nor prevent the BANK from, at the same time, or at any other time, resorting to or exercising the same or other rights, powers, privileges or remedies- herein granted to it pr to which it might otherwise legally resort.

8. This Pledge Agreement shall be continuing and ambulatory and shall not cease to be in force by reason of the fact that, the PLEDGOR may not be indebted to the BANK at some time or tunes after its execution, it being the intention of the parties hereto that this pledge shall stand as security for the aforementioned credits and banking facilities outstanding at any and all times, not exceeding the said maximum limit of P____________ , regardless of partial or full satisfaction thereof at any time or times, or any fluctuation, increase or decrease thereof from time to time, prior to the maturity of the indebtedness herein incurred and/or prior to the cancellation of the credit line or facility herein granted or to be granted to the PLEDGOR. It is hereby further expressly understood and agreed that the lien created by this pledge shall apply not only to the pledged properties hereinabove described but also to all the properties substituted or exchanged for them.

9. All actions and controversies that may arise from this Pledge Agreement may be brought by the BANK, at its option, before the proper court(s) in the City of Manila, Philippines, the PLEDGOR hereby expressly waiving any other venue.

10. In all cases where this Pledge Agreement is executed by more than one party, all words used herein in the singular shall be deemed to have been used in the plural where the context and construction so require, in which event, the obligations, liabilities and agreements of the parties hereunder shall be solidary, i.e., joint and several. Also, when this agreement is executed by a man or a woman, then all applicable words used herein in the neuter gender shall be deemed to have been used in the masculine or feminine gender, as the case may be.

11. This Instrument maybe executed as a pledge to secure any present or future indebtedness, liabilities or obligations of a third party to the BANK, and in case it is executed as such third-party pledge, the word "PLEDGOR" in this instrument shall refer to such third party (the debtor) or to both such third party and the pledgor (owner of the pledged property) where the context so requires, and all the terms and conditions of this instrument shall be applicable to the pledgor as if he were the debtor, it being understood and agreed that any default on the part of any such third party shall be deemed a default on the part of the pledgor itself and the BANK may avail of any of the remedies herein or by law provided. In connection with the situation covered by this paragraph, the pledgor (owner of the property pledged) hereby expressly agrees that the BANK may at any time hereafter, grant from time to time additional credit facilities of said third party (debtor) in any form or forms whatsoever, directly, or indirectly, and with or without additional securities and that such an increase in the liabilities of said third party shall in no way operate to relieve the pledgor from, or extinguish, this pledge; and that, should the said third party have furnished or at any time hereafter furnish another surety or sureties or other securities to guarantee the payment of its indebtedness, liabilities and obligations to the BANK, the pledgor hereby expressly waives all benefits under Article 2065 of the Civil Code of the Philippines, the obligations of the Pledgor under this pledge under any and all circumstances being always solidary, i.e., joint and several.

The condition of this pledge is such that if the obligations herein secured as well as the terms and conditions hereinabove mentioned are fully complied with by the pledgor, then this pledge agreement shall become null and void and of no further effect: otherwise, it shall remain in full force and effect and the BANK may dispose of the pledged property in the manner hereinabove provided or in accor­dance with law, at the option of the BANK.

IN WITNESS WHEREOF, the Pledgor (and the Debtor, in case of third-party pledge), have/has signed these presents at the place   and on the date first hereinabove stated.

 

____________________________________                    __________________________________
                  (Debtor)                                                                  (Pledgor) 


Signed in the presence of::
________________________________
________________________________

REPUBLIC OF THE PHILIPPINES   
CITY/PROVINCE ______________ }  SS

Before me, a Notary Public in and for the City/Province of ___________ 
_____________________ . Philippines, this __________ day_____________ ,
19_____, personally appeared:

                                       Residence Certificate/           Place and Date Issue 
                                       Alien Certificate of                AlienCertificate ofNAME                             Registration/Corporate         Registration Last Date

                           Residence Certificate Nos.           of Renewal

_______________________________             ________________________________              __________________________________
_______________________________              ________________________________              __________________________________
_______________________________             ________________________________              __________________________________
_______________________________             ________________________________              __________________________________

known to me and to me known to be the same person(s) who executed the foregoing Pledge Agreement and acknowledged to me that the same is his/her/their free and voluntary act and deed [as well as that of the entity (ies) which he/she/they represent(s) for the uses and purposes therein set forth, he/she/they being duly autho­rized thereon.

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