ESCROW AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This ESCROW AGREEMENT, made and executed by and among:

_________________, of legal age, _______________, Filipino with residence

and post office address at ____________________________________________,
referred to herein as the "VENDORS" ;

CLIENTNAME~, a corporation duly organized and existing and by virtue of the

laws of the Philippines with principal office at the ClientAddress~, represented
herein by its ClientSig1Pos~, CLIENTSIG1NAME~ and its ClientSig2Pos~,
CLIENTSIG2NAME~, hereinafter referred to as the "VENDEE".

- and -

MAYBANK PHILIPPINES, INC., a commercial banking corporation duly

organized and existing under and by virtue of the laws of the Republic of the
Philippines, authorized to perform trust and other fiduciary functions, with
principal office at the G/F Legaspi Towers 300, Roxas Blvd. cor. P. Ocampo St.,
Manila, represented herein by its TBGSig1Pos~, TBGSIG1NAME~ and its
TBGSig2Pos~, TBGSIG2NAME~, hereinafter referred to as the "ESCROW
AGENT".

WITNESSETH : That,

WHEREAS, the VENDORS is the registered owner of a parcel of land and all the
improvements thereon located at ____________, covered by Transfer Certificate of Title No.
_________ of the Registry of Deeds for ___________, in the name of the VENDORS, (herein
referred to as the "PROPERTY") and more particularly described in Annex "A" hereof;

WHEREAS, the VENDORS and the VENDEE have entered into a DEED OF
ABSOLUTE SALE, hereinafter, referred to as the "DEED OF ABSOLUTE SALE", dated
___________, a copy of which is attached hereto as ANNEX "B", under the terms of which the
VENDORS agreed to sell and the VENDEE agreed to buy the PROPERTY;

WHEREAS, the VENDORS and the VENDEE agreed to deposit in escrow the amount
of PESOS: _____________________________________________ (P_____________) covering
the purchase price of the PROPERTY to be paid by the VENDEE.

NOW, THEREFORE, for and in consideration of the foregoing premises, the parties
hereto hereby agree as follows:

1. The VENDORS and the VENDEE hereby appoint the Bank as their ESCROW
AGENT, and the ESCROW AGENT hereby accepts its designation as such ;

2. The VENDEE shall deposit in escrow the amount of P_____________ covering

the purchase price of the PROPERTY upon signing of the ESCROW
AGREEMENT. Such amounts plus whatever income it will earn shall
hereinafter be referred to as the "ESCROW FUND".

3. The ESCROW AGENT is hereby authorized by the VENDORS and the

VENDEE to invest the ESCROW FUND in the Metrofund, Government
Securities or Universal Savings Account (UNISA) of the ESCROW AGENT.
The principal amount of the ESCROW FUND plus whatever income it will earn
shall be rolled-over automatically every maturity date until the termination of this
ESCROW AGREEMENT.

However, when the Trust Fund is disposed of in fixed income generating

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 investments including common trust fund placements, the rate of return on such
investments, if any, is not a guarantee of a return on income nor does it entitle the
VENDOR and/or the VENDEE to a fixed income or return on the monies or
funds involved.

5. It is understood that this Agreement is not covered by the Philippine Deposit

Insurance Corporation (PDIC), and any diminution shall be for the account of the
ESCROW FUND. The income and the gains and losses, realized or unrealized
shall be credited or charged against the ESCROW FUND.

6. The VENDORS shall cause the transfer and the registration of the properties
under the name of the VENDEE, free from any liens and encumbrances.

7. Within _________ working days from execution of this ESCROW

AGREEMENT, the VENDORS shall deliver the capital gains tax clearance and
proof of payment of Documentary Stamp Tax to the VENDEE. Within _______
working days from receipt of the capital gains Tax Clearance and proof of
payment of the Documentary Stamp tax, the VENDORS shall deposit in escrow
the Original Owners Duplicate copy of the Transfer Certificate of Title (TCT)
already registered under the name of the VENDEE.

8. If the VENDEE is not given clean title and peaceful possession over the
PROPERTY free from any liens and encumbrances, the ESCROW AGENT
shall upon written instruction by the VENDEE:

8.1. extend the grace period for such number of days instructed by the
VENDEE; or

8.2. amend the ESCROW AGREEMENT with terms mutually agreed upon
by the VENDORS and the VENDEE; or

8.3. Release the ESCROW FUND plus the income thereon to the VENDEE
and the TCT and other documents to the VENDORS.

9. This ESCROW AGREEMENT shall be terminated upon the release by the

ESCROW AGENT to the VENDEE of the TCT already under the name of the
VENDEE free from any liens and encumbrances simultaneous with the full
release by the ESCROW AGENT of the ESCROW FUND via a Cashiers
Check payable to the VENDORS.

10. For its services, the VENDORS shall pay the ESCROW AGENT an escrow fee
as follows :

Opening Fee _____________________

Monthly Escrow Fee _____________________

The ESCROW AGENT is authorized by the VENDORS and the

VENDEE to deduct from the ESCROW FUND, its escrow fees. The ESCROW
AGENT is authorized to withhold release of the TCT and the ESCROW FUND
to any party until all such fees are paid in full to the ESCROW AGENT.

11. The ESCROW AGENT shall have no further obligations other than those
expressly provided in this ESCROW AGREEMENT. The ESCROW AGENT
further makes no warranty or representation as to the genuineness or sufficiency
of any documents submitted to it by either the VENDORS or the VENDEE. The
VENDORS and the VENDEE hereby release the ESCROW AGENT from any
liability for acting in good faith pursuant to any written instruction from the
VENDORS and/or the VENDEE and the ESCROW AGENT shall not be held
liable for any error committed in good faith except when the same is committed
due to the gross negligence of the ESCROW AGENT.

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 12. The ESCROW AGENT shall be exempt from giving any bond or surety with
respect to the execution of its powers and duties herein contained or otherwise in
respect of the premises.

13. Upon full release of the ESCROW FUND in the manner provided herein, the
VENDORS and the VENDEE hereby release and hold the ESCROW AGENT
free and harmless from, and agrees to indemnify the ESCROW AGENT for any
claim and/or liability whatsoever to them or any other person/s and or entity/ies
with respect to the propriety of its acts and transactions in connection with the
performance of its duties under this ESCROW AGREEMENT.

14. The VENDORS and the VENDEE further release, remisse and forever
discharge the ESCROW AGENT for any actions, claims or demands from
damages and/or liability whatsoever in law or equity which may have arisen or
may hereinafter arise against the ESCROW AGENT by reason of the
termination of this ESCROW AGREEMENT.

15. In the event of any controversy between VENDOR and VENDEE involving this
agreement or ESCROW FUND, the ESCROW AGENT shall not be required to
settle the same or act in the premises unless the controversy has been settled by a
joint written instruction from VENDOR and VENDEE or from a legal authority.

16. In the event that the ESCROW AGENT shall be required by the proper courts to
appear in any proceedings in connection with any case filed against VENDEE
and/or VENDOR, VENDEE and VENDOR shall upon demand by the
ESCROW AGENT pay all the expenses incurred by the ESCROW AGENT
equally such as legal/attorney’s fees, manhour expenses, transportation and all
other incidental expenses incurred by the AGENT

IN WITNESS WHEREOF, the parties hereto have hereunto signed these presents on
this ___________ at Makati City, Philippines.

(VENDORS) CLIENTNAME~
(VENDEE)
By: By:

CLIENTSIG1NAME~
ClientSig1Pos~

CLIENTSIG2NAME~
ClientSig2Pos~

MAYBANK PHILIPPINES, INC. – TRUST DEPARTMENT

(ESCROW AGENT)

By:

TBGSIG1NAME~
TBGSig1Pos~

TBGSIG2NAME~
TBGSig2Pos~

Signed in the Presence of:

____________________________ ____________________________

ACKNOWLEDGMENT

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

BEFORE ME, a Notary Public for and in the City of Makati, this
____________________ personally appeared the following:

Community
Name Tax Certificate No. Date/Place Issued

00

known to me to be the same persons who executed the ESCROW AGREEMENT consisting of
five (5) pages and they acknowledge to me that the same is their free and voluntary act and deed
and that of the company which they represent.

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

NOTARY PUBLIC
Doc. No.______;
Page No.______;
Book No.______;
Series of 200_.