I.The Loan
1.1 Commitment
Subject to the terms and conditions of this Agreement the Bank hereby aggress, through its Lending Office, to extend credit to the BORROWER in the form of a Loan in Pesos not exceeding the amount of the Bank’s Commitment
1.2. Undertaking to Pay
For value received, the Borrower unconditionally, jointly and severally promise to pay the Bank, without need of prior notice or demand, at the latter’s address above: (i)the aggregate principal amount of PESOS: <Loan amount in Words> (Php <Loan amount in Digits>), Philippine Currency, in <Term in Words> (0) years; (ii) interest on the unpaid balance from the date hereof until paid in full on the Repayment dates and the rates and in the manner calculated based on the amortization schedule; and (iii) any and all other amounts payable or which may become payable by the Borrower under the terms of this Agreement and the attached Disclosure Statement (collectively referred herein as the “Loan”).
The Borrower hereby authorizes the Bank to release the loan proceeds in the following manner:
[ ] Manager’s Check payable to ________________
[ ] Credit to the EWBC Account of the Borrower with No. ________________ maintained at ________________ Branch
[ ] Others ________________
1.3 Purpose of the Loan
The Borrower agrees that the Loan shall be used solely for <Loan Purpose>. The Borrower’s obligation hereunder shall not be diminished or otherwise affected by the use of the Loan proceeds or any portion thereof for a purpose other than what is stated herein.
1.4 Interest Rate
a. The Borrower agrees to pay the Bank interest on the Loan as follows:
- Prevailing Interest Rate upon the date of booking as set forth in the Disclosure Statement on Loan/Credit Transaction or any amendments thereto and subject to the provisions of Section 1.3 (b) hereof.
- Interest shall be paid in monthly installments.
- Subsequent installments shall be determined every interest fixing period and paid in a similar manner until Loan is fully paid.
b. Interest Rate Adjustment
Any stipulation on the applicable interest date notwithstanding, the interest rate may be increased/decreased or otherwise changed/adjusted by the Bank during the term of the Loan, or in any renewal or extension thereof, when an applicable law, rule or regulation is issued or in case of occurrence of other conditions or circumstances which affect the Bank’s cost of funds or intermediation costs on the basis of, among others, prevailing rates in the local or international capital markets. The Bank shall give the Borrower written notice of such adjustment of the interest rate on the Loan, which shall become effective and be applicable to the Loan on the date specified in such written notice or if no date is indicated, from the time the notice was sent. The payment by the Borrower of any installment of the Loan together with the adjusted interest under this Section shall be deemed acceptance by the Borrower of such adjusted interest rate. If there is any extraordinary increase or decrease in the effective purchasing power of the Philippine currency, the Bank 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 Borrower. A change of at least fifteen percent (15%) in the Consumer Price Index for 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 Borrower disagrees with the adjustment, the Borrower shall have the right to pre-pay or pre-terminate this Agreement within thirty (30) days from receipt of the notice of adjustment from the Bank. If the Borrower does not pre-pay or pre-terminate this Agreement within the said thirty (30) day period, the Borrower shall be deemed to have agreed to such new rate.
1.5. Repayment of Loan; Automatic Debit Authorization
a. The Borrower shall repay the principal and interest on the Repayment Dates specified in the amortization schedule.
b. 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.
c. Acceptance by the Bank of payments made after the Borrower has delayed or defaulted in the performance of his obligations shall not prejudice the Bank’s rights to claim full payment and exercise its rights and remedies under the Agreement or prejudice pending legal actions filed by the Bank.
d. Acceptance of late or partial payments shall not be construed as a waiver or estoppel on the part of the Bank;
e. Payment/s made by third person/s shall not constitute a novation of the original loan/mortgage agreements;
f. If the due date of the Loan or of any installment or amount payable hereunder falls on a holiday or a non-working day, the due date shall be understood to be the day prior to the holiday or non-working day. g. The Bank is hereby authorized to debit from the Borrower’s Savings/Checking Account No. ________________maintained at the Bank’s Branch ________________ all such amounts that may be due to the Bank under this Agreement, and such other documents executed in connection therewith as such amounts and/or amortization may respectively fall due by acceleration or otherwise.
1.6. Late Payment Penalty: Compounding of Interest
The Borrower shall pay late payment penalty if the Borrower fails to make payment of any amount payable by it hereunder when due (whether at the stated maturity, by acceleration or otherwise). The Borrower shall pay a late payment penalty on such past due and unpaid amount at the penalty rate of Five Percent (5%) per month (a fraction of a month being considered as one full month) on the amount due. The late payment penalty shall be paid in addition to the regular interest on the outstanding Loan; which penalty shall continue to accrue until the Loan is paid in full. Interest not paid on the interest payment date shall be added to and shall become part of the principal of the Loan, and shall bear the same rate of interest as the principal.
1.7. Pre-payment
Provided that the Borrower is not in default in payment of any sum due under this Agreement, the Borrower may pre-pay the Loan in part or in full on the anniversary date of an interest re-pricing date, subject to the conditions that: (i) the Borrower shall give the Bank written notice of the amount and date of such prepayment (which shall be a Banking Day) not less than 30 calendar days prior to prepayment; (ii) the Borrower shall be charged and pay a prepayment processing fee both for partial and full payment and (iii) any gross receipts tax deficiency which the Bank may be required to pay due to prepayment of the Loan obligations under this Agreement shall be for the account of and paid by the Borrower.
1.8. Other Terms and Conditions
The Borrower hereby agrees and accepts the other terms and conditions applicable to the Loan which may be set forth in the Loan Schedule.
1.9 Application of Payment
The Borrower hereby waives his rights under Article 1252 of the Civil Code of the Philippines, and agrees that any payments made by him to the Bank hereunder shall be applied in the following order: against costs, expenses and indemnities due to the Bank, then against fees due to the Bank, then against attorney’s fees and other expenses of collection; then against penalties and past-due interest; then against interest due on the Loan: then against principal of the Loan, and thereafter against other obligations of the Borrower to the Bank, if any.
II.Collateral Security
2.1. As security for the timely payment, discharge, observance and performance of the Loan obligations and those that may hereafter be obtained, as well as the other loans and/or credit accommodations obtained or to be obtained by the Borrower from the Bank, including interest and expenses and any other obligation owing to the Bank, whether direct or indirect, principal or secondary as appears in the accounts, books and records of the Bank, as defined under Section 2.2 below, the Borrower offer as collateral the following real estate property/ies covered by and more particularly described below:
Transfer Certificate of Title/Condominium Certificate of Title No.:
Location :<Location>[Unit No.] [Lot/Block No.]: <Unit Number>
Area in square meters :<Area>
free from any and all liens, claims or encumbrances thereon whatsoever, together with all improvements and appurtenances therein whether now owned by the mortgagor or hereafter acquired (collectively referred to as the “Collateral”).
2.2. Secured Obligations
The Secured Obligations refer to: (1) the obligations arising from the Loan extended by the Bank to the Borrower in the amount of PESOS: <Loan amount in Words> (Php <Loan amount in Digits>) including increases, renewals, roll-overs, extensions, restructurings, amendments or novations thereof, as well as the principal, interest, penalties, fees and other charges appearing in the accounts, books and records of the Bank, whether direct or indirect, principal or accessory, contingent or otherwise, which are presently or hereafter owing to the Bank, and all expenses which the Bank may incur in enforcing any of its rights, powers and remedies under this Agreement, and all advances or payments that the Bank may make under this Agreement; (2) all pre-existing obligations of the Borrower, whether such obligations are absolute or contingent, direct or indirect, principal or secondary or accessory, whether as guarantor, surety or in any other capacity, contracted with, assigned to or purchased by the Bank, whether such obligations are related to this Loan or are distinct and separate obligations; (3) any and all loan and credit accommodations extended or to be extended by the Bank to the Borrower and any and all liabilities that the Borrower may hereafter incur or contract other than the Loan under this Agreement, and which are for the time being and from time to time due, owing or payable, or expressed to be due, owing or payable, in whatsoever manner to the Bank by the Borrower pursuant to any deed, agreement or contract, whether present or future, actual or contingent, direct or indirect, principal or secondary or accessory, whether as guarantor, surety or in any other capacity, contingent or otherwise and whether incurred solely or jointly, or in any capacity, together with all interest, penalties, costs, expenses and all other charges which the Bank may incur or charge in respect of those liabilities, as appears in the accounts, books and records of the Bank. These Secured Obligations defined herein shall be secured by a first ranking mortgage over the Collateral described in Section 2.1 hereof which serves as a continuing security even for future advancements and other indebtedness as described above and which mortgage is not limited to the amount stated as consideration of this Loan, under this Agreement without the necessity of executing a new mortgage or any form of agreement to that effect.
III. Representations and Warranties of the Borrower
The Borrower represents and warrants that:
3.1. The Borrower has full legal right, power and authority to execute and deliver this Agreement, to incur the Secured Obligations, and to perform and observe the terms and conditions hereof and other relevant loan and security documents, and all appropriate and necessary legal action/s (including corporate action, in case of a juridical person) have been taken by the Borrower to authorize the execution, delivery and performance of this Agreement.
3.2. This Agreement constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms. The execution, delivery and performance by the Borrower of this Agreement and such other loan documents: (i) will not violate or contravene any applicable law including, in case the Borrower is a juridical person, any provision of its charter documents or by-laws, (ii) will not conflict with or result in the breach of any provision of, or in the imposition of any lien or other preferential arrangement under any agreement or instrument to which the Borrower is a party or by which he or any of his properties or assets is bound, and (iii) will not constitute a default under any such agreement or instrument.
3.3. There are no pending, impending or threatened actions or proceedings before any court or government agency which may materially and adversely affect the financial condition or business and operations of the Borrower, and the Borrower has the capacity to promptly and fully meet the payment of the Secured Obligations and fulfill the terms and conditions of this Agreement and such capacity shall remain unimpaired.
3.4. No event has occurred and is continuing or would, as a result from the making of this Agreement, become an Event of Default.
3.5. All financial information and other data furnished by the Borrower to the Bank (including income tax returns and financial statements, if any) are complete and correct. Any financial statements furnished by the Borrower have been prepared in accordance with generally accepted accounting principles in the Philippines consistently applied and accurately and fairly present the financial condition and results of operations of the Borrower as of the dates stated therein, and there are no liabilities, direct or indirect, fixed or contingent, of the Borrower as of such dates that are not reflected therein or in the notes thereto, and since the dates of such financial statements, there has been no material adverse change in the financial condition or results of operations of the Borrower.
3.6. The Borrower has filed true, complete and timely tax returns and duly paid and discharged all taxes, assessments and other governmental charges levied upon or against it, its properties revenues and assets.
3.7. All information heretofore or hereafter given to the Bank by the Borrower for and in connection with this Agreement or pertaining to his financial condition, business, operations, properties, and assets are true and correct in all material respects. There are no existing documents, reports or agreements that have not been disclosed to the Bank, which are material in the context of the loan documents or which have the effect of varying any of the terms thereof.
IV.Covenants of the Borrower
The Borrower covenants and agrees to:
4.1. Pay all amounts due under this Agreement on the dates and in the places specified herein, and shall perform all of his other obligations, undertakings and covenants under this Agreement.
4.2. Maintain adequate financial records in accordance with generally accepted accounting principles in the Philippines.
4.3. Pay all his indebtedness and perform all contractual obligations promptly pursuant to agreements to which he is a party or which he is bound.
4.4. Maintain and preserve his franchises and privileges in good standing under and in compliance with all applicable laws and shall conduct his business or financial affairs in compliance with applicable laws binding on him, his operations, properties and assets. He shall maintain his properties and assets in good repair, working order and condition. If employed, maintain and preserve his employment.
4.5. Furnish to the Bank (i) as soon as available but not later than 90 days after the end of each Borrower’s fiscal or calendar year, copies of the Borrower’s most recent Income Tax Return (“ITR”) and/or consolidated financial statements as at and for the year then ended, audited and certified by independent accountants acceptable to the Bank filed with and duly stamped “RECEIVED” by the BIR or authorized agent bank, which financial statements, shall be without material exception or qualification; (ii) within 60 days after the end of each fiscal or calendar quarter the comparable unaudited financial statements of the Borrower for such quarter, which shall in each case be certified true and correct by the responsible financial officer of the Borrower; (iii) if Borrower is a fixed-income employee, a copy of his most recent BIR form 2316, stamped “RECEIVED” by the BIR or its authorized agent bank on an annual basis, as soon as available, or upon request of the Bank.
4.6. Irrevocably authorizes the Bank to obtain a copy of such ITR/financial statements or such BIR Form 2316 from the BIR or any reliable source and conduct random verification with the BIR to establish authenticity of the ITR/financial statements/BIR Form 2316. For this purpose, the Borrower hereby waives confidentiality of said information.
4.7. Duly pay and discharge all taxes, assessments, village association and condominium dues and charges of whatsoever nature levied upon or against him, or against his properties, revenues and assets prior to the date on which penalties attach thereto, unless and to the extent only that the imposition of penalties shall be contested in good faith and by appropriate legal proceedings.
4.8. Promptly give written notice to the Bank of (i) any action, suit or proceeding by or before any government authority which, if adversely determined, could adversely affect the ability of the Borrower to observe and perform his obligations under this Agreement; (ii) any proposal by any government authority to acquire the business, properties or assets of the Borrower; (iii) any Event of Default or any event which, upon a lapse of time or giving of notice or both, would become an Event of Default; and (iv) any other matter which has resulted or might result in a material adverse change in his financial condition, business or operations.
4.9. Not create, assume, permit or suffer to exist, any lien upon or with respect to any of his properties or assets, whether now owned or hereafter acquired, or upon or with respect to any right to receive income, now or hereafter existing, except (i) the liens under the Mortgage, (ii) liens for taxes on properties or assets of the Borrower if the same shall not at the time be delinquent or thereafter can be paid without penalty, (iii) liens imposed or arising solely by operation of law other than any statutory preference or priority under Article 2244(14) of the Civil Code of the Philippines.
4.10. Not sell, alienate, lease or otherwise dispose all or substantially all of his business, properties and assets, and, in addition, if the Borrower is a juridical person, not consolidate or merge with any other corporation.
4.11. Not assume, guarantee or otherwise become directly or contingently liable (including, without limitation, liability by way of agreement, contingent or otherwise, to purchase from, to use facilities of, to provide funds for payments of, to supply funds to or otherwise invest in the Borrower or otherwise to assure the Borrower against loss) for or in connection with the indebtedness of other persons.
4.12. The Borrower acknowledges that he may have or be asked to sign additional requisite documents for, among others, increases, renewals, roll-overs, extensions, restructurings, amendments or novations of the Agreement. For this purpose and for the Borrower’s own convenience, the Borrower hereby expressly authorizes any one (1) of the Borrowers (or, in the case the Borrower is a juridical person, any one of its authorized signatories) to sign any and all documents, including but not limited to increases, renewals, roll-overs, extensions, restructurings, amendments or novations of the Agreement, giving each of the Borrowers full power and authority to bind all the Borrowers hereunder. The Borrower shall execute and deliver such further instruments and perform such other acts as the bank may reasonably require from time to time to perfect and confer unto the Bank all of its rights interests and remedies hereunder and to more effectively carry out the intention of this Agreement.
V.Events of Default
Each of the following events shall constitute an Event of Default hereunder:
5.1. Any installment, interest, penalty or amount payable under this Agreement or any other loan document is not paid when due.
5.2. Any statement, representation or warranty made by the Borrower in this Agreement or any other loan document, or in any agreement, document, certificate or opinion executed, issued or rendered in connection herewith, shall be found to have been incorrect or inaccurate in any material respect as of the time that it was made or deemed to have been made.
5.3. The Borrower defaults in the performance of any of his obligations under this Agreement (other than by reason of Section 5.1 above) or under any other loan and/or security document and such default is not remediable, or if remediable, shall continue un-remedied for a period of ten (10) calendar days after notice thereof shall have been given by the Bank to the Borrower.
5.4. It becomes unlawful for the Borrower to perform or comply with any of his obligations under any loan document, or such loan document ceases to be a legal, valid and binding obligation of the Borrower, as the case may be.
5.5. The Borrower fails to pay money due under any agreement or document evidencing, securing, guaranteeing, or otherwise relating to indebtedness of the Borrower, or there occurs any other event of default or breach on the part of the Borrower under such any agreement or document, the effect of which is to accelerate or to permit the acceleration of the maturity of such indebtedness.
5.6. The death of the Borrower or, if a juridical person, its dissolution or termination of existence. The insolvency of the Borrower, the making by the Borrower of a general assignment for the benefit of other creditors, the commencement by or against the Borrower 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 Borrower.
5.7. The Borrower shall have defaulted in the payment of village, association and/or condominium dues, any taxes, assessments or governmental charges levied upon or against him or his properties, revenues and assets by the date on which penalties attach thereto.
5.8. The loss, impairment, expropriation, destruction, or depreciation in value of the Collateral.
5.9. The Mortgage cannot be registered or recorded in the corresponding register or government agency for whatever reason.
5.10. The Loan is used for a purpose other than that stated in this Agreement.
The Bank’s good faith belief at any time that the prospect of payment of the Secured Obligation or the performance of this Agreement is impaired as shown by: [i] a default with respect to other obligations of the Borrower to the Bank under any other credit accommodation; [ii] the sale or disposition of any substantial portion of the assets or property of the Borrower which is not in the ordinary course of the Borrower’s business; [iii] a default in any obligations of the Borrower to a third party; or, [iv] such other changes, circumstances and conditions which materially and adversely affect the financial standing of the Borrower or the ability of the Borrower to perform his obligations under this Agreement.
VI.The Mortgage
6.1 Creation of Mortgage
As security for the timely payment, discharge, observance and performance of the Secured Obligations, and the faithful performance and observance of the covenants contained in this Loan and Mortgage Agreement, the Mortgagor hereby creates, establishes and constitutes in favor of the Bank a first ranking mortgage and a security interest in and to following property (hereinafter, together with any and all substitutions, replacements, renewals and additions for or to any thereof, called the “Mortgaged Property”):
- the real properties identified or described in the Mortgage Schedule, including any building or other improvement thereon, whether now owned by the Mortgagor or hereafter acquired, as well as all accretions to, replacements of and substitutions for any such properties;
- all property, whether now owned by the Mortgagor or hereafter acquired, which may during the existence of the mortgage be installed in, attached to or incorporated in any of the property described or referred to in the preceding clause (a); and\
- all rights, benefits and indemnities by or due to the Mortgagor in lieu of, or inherent to, or in connection with any of the rights and assets referred to in clauses (a) and (b) of this Section, including, without limitation, the proceeds of insurance of such assets.
6.2. Scope of Mortgage
The Mortgaged Property shall include all equity, right, title and interest of the Mortgagor therein, if not fully paid for and owned by the Mortgagor at the time of purchase or acquisition, as well as all rights, indemnities or benefits inherent therein or appertaining thereto, and the Mortgaged Property shall forthwith upon the purchase, acquisition, delivery, construction, installation, or placement thereof, become subject to the lien constituted herein, upon the same terms and conditions of the Mortgage as fully and completely to all intents and purposes as if owned by the Mortgagor on the date hereof.
6.3. Solidary Liability
The terms “BORROWER” and “MORTGAGOR”, if used herein in reference to one and the same person or persons, are used herein interchangeably, notwithstanding anything to the contrary expressed in or implied from any provision of this Agreement. In case the Borrower and the Mortgagor are distinct and separate persons, the Borrower acknowledges and agrees that he shall be bound solidarily with the Mortgagor for all of the covenants of the latter set forth herein, and shall be liable solidarily with the Mortgagor for all payment of obligations of the latter under the Mortgage.
6.4 Obligations of the Mortgagor
The Mortgagor shall perform the following obligations and undertake the following responsibilities in respect of the Mortgaged Property:
a. Use of Mortgaged Property. The Mortgagor hereby covenants and undertakes that the Mortgaged Property is only for the purpose set forth in this Agreement. The Mortgagor shall not use or convert, or permit the use or conversion of, the Mortgaged Property for other purposes, without the prior written consent of the Bank, for as long as the Secured Obligation/s is/are not fully paid. The Bank reserves the right to inspect the Mortgaged Property at any reasonable time of the day;
b. Sale, Encumbrance or Removal. The Mortgagor shall not assign, sell, mortgage, alienate, lease out or otherwise dispose of or encumber or transfer possession of the Mortgaged Property, without the prior written consent of the Bank. In case of such consented sale, lease or mortgage of the Mortgaged Property, the Mortgagor shall expressly provide in the sale, lease or mortgage document that it is made subject to the prior rights of the Bank under this Agreement until all of the Secured Obligations shall have been fully paid. The Mortgage constituted herein and the sale of the Mortgaged Property in the event of foreclosure shall not be impaired nor affected by contracts of lease, sale or other mortgage hereafter entered into by the Mortgagor even if said contracts be registered with the Registry of Deeds.
c. Property Insurance. The Mortgagor shall cause all the buildings, improvements and appurtenances in the Mortgaged Property to be sufficiently insured against loss or damage arising from fire, earthquake, flood, typhoon and other similar acts of God during the term of this Agreement and until the Secured Obligations are fully paid, in an amount not less than the outstanding balance of the Loan, with an insurance company acceptable to the Bank. The insurance policy shall contain a loss payable clause, satisfactory in form and substance to the Bank, whereby all sums payable under such policy shall be payable directly and unconditionally to the Bank. The proceeds of the insurance shall, at the option of the Bank, be applied toward the total or partial payment of the Secured Obligations. In the alternative, the Mortgagor may endorse and deliver the insurance policy/ies in their name/s in favor of the Bank so that the Bank, in case of loss or damage, may collect the insurance proceeds and apply the same to the total or partial payment of the Secured Obligations. The Mortgagor agrees and obligates himself to immediately endorse and deliver the policy or policies secured for the benefit and in favor of the Bank, and should there be any unendorsed policy, the Mortgagor renounces his right to collect the same personally in case loss or damage takes place, and this Agreement shall be considered a sufficient endorsement of each and all of said policies. To this end, the Mortgagor hereby appoints the Bank as his attorney-in-fact to claim, collect, prosecute claims related to, and receive the insurance proceeds; at the same time, the Mortgagor authorizes the insurance companies concerned to pay any indemnity that may be due the Mortgagor directly to the Bank upon mere presentation of this Agreement.
The Mortgagor shall pay all the premiums due on any and all insurance policies on the Mortgaged Property and deliver to the Bank the insurance policy/ies with receipts evidencing payment of premiums on or before the expiration of the insurance policy, and the same shall be filed and kept by the Bank;
If the Mortgagor fails to submit the new or renewal insurance policy and receipts of premium payment to the Bank on or before the expiration of the current insurance policy, the Bank may, at its own option and without obligation to do so, effect or obtain for the account of the Mortgagor the yearly renewal insurance policy/ies with the loss payable clause in an amount not less than the outstanding balance of the Loan and any money so disbursed or advanced by the Bank shall be included in and form part of 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, without need of any notice or demand upon the Borrower, which the Borrower hereby expressly waives. The Borrower acknowledges the Bank’s right to automatically apply the Loan amortization payments, in whole or in part, to the amounts so disbursed by the Bank. If the Bank pays such premiums, the Borrower shall pay the Bank the amount of the premiums so paid by the Bank, and the payment of such amount by the Bank shall be secured by this Mortgage.
d. Mortgage Redemption Insurance. The Mortgagor shall secure a mortgage redemption insurance or financial security policy from an insurance company acceptable to the Bank for an amount not less than the outstanding amount of the Loan and assign, endorse and deliver the insurance policy in favor of the Bank so that the Bank, in case a claim is payable under said policy, may collect the amount payable and apply the same to the total or partial payment of the Loan obligations. The Mortgagor shall pay the premiums due on any and all mortgage redemption insurance or financial security policy required under this Section, and deliver to the Bank the insurance certificate or policy and the official receipts evidencing payment of premiums on or before the expiration of the relevant insurance certificate or policy. If the Mortgagor fails to secure a mortgage redemption insurance or financial security policy or to pay all premiums thereon when due, the Bank may, at its own option and without obligation to do so, advance the premium payments for the mortgage redemption insurance or financial security policy of the Mortgagor and any money so disbursed or advanced by the Bank shall be included in and form part of 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, without need of any notice or demand upon the Borrower, which the Borrower hereby expressly waives. The Borrower acknowledges the Bank’s right to automatically apply the Loan amortization payments, in whole or in part, to the amounts so disbursed by the Bank. If the Bank pays such premiums, the Borrower shall pay the Bank the amount of the premiums so paid by the Bank, and the payment of such amount by the Bank shall be secured by this Mortgage.
e. Assessments. The Mortgagor shall pay and discharge any and all taxes, fees and assessments that may be levied or assessed on the Mortgaged Property before they become delinquent or not later than ten (10) calendar days prior to the expiration of the ordinary period for making said payments, without penalties or surcharges, and deliver to the Bank the official receipts evidencing such payment. The Mortgagor will not suffer any lien to be created upon the Mortgaged Property. The Mortgagor will promptly notify the Bank 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 Mortgaged Property and shall take steps necessary to prevent the Mortgaged Property, or any part thereof, from being subjected to the possibility of loss, forfeiture or sale;
f. Property Dues. The Mortgagor shall pay any and all assessments, dues and charges that may be imposed on the Mortgaged Property, including but not limited to condominium dues and village or association dues, before they become delinquent or not later than ten (10) calendar days prior to the expiration of the ordinary period for making said payments, without penalties or surcharges, and deliver to the Bank the official receipts evidencing such payment. The Mortgagor will not suffer any lien to be created upon the Mortgaged Property by reason of non-payment of these Property Dues.
g. Care of the Mortgaged Property. The Mortgagor shall, at his own expense, maintain the Mortgaged Property in good and condition, reasonable wear and tear excepted, undertake all requisite works or repairs, and shall not make any alteration or cause or permit to be done upon the Mortgaged Property anything that may impair or otherwise reduce or diminish the value thereof. The Bank reserves the right to inspect the Mortgaged Property at any reasonable time of the day;
h. Additional Collateral. The Mortgagor shall provide additional or substitute collateral acceptable to the Bank to fully secure the Secured Obligations in the event the Mortgaged Property is lost, destroyed, damaged or otherwise seized, or depreciates in value, while the Secured Obligations are not fully paid;
i. The Mortgagor shall immediately notify the Bank of any lien, claim or demand against him or the Mortgaged Property;
j. The Mortgagor shall promptly give written notice to the Bank of any Event of Default or any event which, upon a lapse of time or giving of notice or both, would become an Event of Default.
6.5. Foreclosure of Mortgage
a. In the event the Mortgagor fails to perform any of the conditions of the Mortgage or the Borrower fails to pay his Secured Obligations in accordance with the terms and conditions thereof, or an Event of Default under Section V has occurred and is then continuing, the Bank shall have the right to declare the entire Secured Obligation/s due and payable and to foreclose the Mortgage, judicially or extra-judicially. The Bank is hereby appointed by the Mortgagor as his attorney-in-fact, with full power of substitution, to sell the Mortgaged Property and dispose of the same to the highest bidder at public auction in accordance with the provisions of Act No. 3135 and Section 47 of the General Banking Law. In such case and until the entire Mortgaged Property is sold, the Bank is authorized to: (i) hold and retain possession of the Mortgaged Property; (ii) to collect all rents that may be due on the Mortgaged Property; and (iii) to perform all other acts of administration and management of the Mortgaged Property in a manner that the Bank deems advantageous in order to preserve and protect its interests.
b. In case of the sale of any part of the Mortgaged Property pursuant to the provisions of Section 6.5. (a) above, whether to the Bank or to any other person, the Bank is hereby expressly authorized and empowered by the Mortgagor at such sale, to execute and deliver, on behalf of the Mortgagor, such deed of conveyance as may be necessary or proper for the purpose of vesting in the purchaser at such sale full, complete and absolute title to the property sold, free from all liens and encumbrance whatsoever.
6.6. Deterioration of the Mortgaged Property
In case the Mortgaged Property should diminish in value, be destroyed or deteriorate in a considerable amount for any cause, even by force majeure, or be the subject of expropriation or condemnation proceedings, in whole or in part, the Bank shall have the option to either require the Borrower to immediately pay the Secured Obligations totally or partially or to immediately give additional collateral security acceptable to the Bank. The additional properties should be of sufficient quantity and quality acceptable to the Bank, the aggregate fair market value of the Mortgaged Property as determined by the Bank (including such additional properties) should be at least equal to the required collateral value.
Such additional properties shall be subject to the terms and conditions of this Agreement and shall form part of the Mortgaged Property without need for any further act or deed. If deemed necessary by the Bank, however, the Borrower shall execute, deliver and register, at the Borrower’s own expense, supplemental deeds of mortgage on such additional properties, and do such other things and acts necessary to subject to the lien of the Mortgage all of such additional properties.
VII. Miscellaneous
7.1 Liability for Taxes
The Borrower agrees to pay any taxes imposed on or with regard to the execution, formalization, notarization, registration or perfection of this Agreement, the mortgage or any other documentation contemplated hereunder or delivered pursuant, hereto. In the event that the Borrower fails to pay, and the Bank is required by any Governmental Authority to pay, any such taxes, the Borrower shall, upon demand, reimburse the Bank such taxes paid.
Any additional taxes, fees and charges that may be imposed on the obligations 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 effectivity of this Agreement, including but not limited to any gross receipts tax deficiency which the Bank may be required to pay by reason of the pre-termination of the Secured Obligations, shall be automatically included herein and the Borrower shall be liable for these additional charges without necessity of executing any notice, new agreement or other document. The Bank shall have the right but has no obligation to apply any installment payment for the payment of these additional taxes, fees or charges.
7.2. Fees and Expenses
a. The Borrower shall pay all fees and other charges, and all cost and expenses, including notarial fees, fire insurance, MRI, processing fees and similar expenses in connection with the execution, delivery and administration of this Agreement and any other document or instrument required to be executed in relation thereto, as well cost and expenses in connection with the registration with the Registry of Deeds, and amendment thereof and the issue of any consents or waivers in connection therewith, and any and all fees, documentary stamps and other taxes and to save the Bank free from any and all liabilities with respect to or resulting from any delay or omission to pay such taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of this Agreement and all other documents or instruments related thereto.
b. If upon default by the Borrower, the Bank shall engage the services of the legal counsel, the Borrower agrees to pay attorney’s fees equal to 20% of the total amount due from the Borrower to the Bank (which in no case shall be less than P20,000.00), exclusive of all cost of collection and fees allowed by law.
7.3. Continuing Liability
The Borrower shall continue to be liable with respect to his Secured Obligations to the Bank during any extension or renewal, in whole or in part, of this Agreement, 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 note with mortgage.
7.4. Debit Authorization and Set-Off
The Bank shall have the right to the extent permitted by law, to debit the Borrower’s accounts maintained with the Bank or apply any other funds or properties of the Borrower with the Bank or any of its branches, subsidiaries or affiliates in reduction of amounts due or owing under this Agreement such as but not limited to the following:
a. for all amounts that may be due the Bank from time to time under the loan documents provided the Borrower is not yet considered in default under Section V hereof;
b. deficiency claim in case the proceeds from the foreclosure sale of the Mortgaged Property be insufficient to cover the Secured Obligations.
For the purpose of this debt authorization and set-off clause, the Bank is hereby irrevocably constituted and appointed the attorney in-fact of the Borrower, with full power and authority and without prior notice to set-off or apply to the payment of the Secured Obligations any funds which the Borrower may have deposited with the Bank, or which the Bank may have in its possession or control, 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 Bank 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 shall be shouldered by the Borrower. Further, the Borrower hereby confers upon the Bank the power and authority as shall be necessary to dispose of said securities or other property in its possession or control, either judicially or extra- judicially, by public or private sale, for cash or for credit, through the stock exchange or otherwise, and apply the proceeds to the payment of the Secured Obligations, whichever may be convenient or advantageous to it, and in such cases, the Bank shall have full authority to execute and sign all kinds of documents which may be necessary to give effect and validity to any disposition made by it pursuant hereto.
7.5 No waiver; Cumulative Rights
No failure or delay on the part of the Bank in exercising any right, power or remedy accruing to it upon any breach or default of the Borrower under this Agreement shall impair any such right, power or remedy nor shall it be construed as a waiver of any such breach or default thereafter occurring, nor shall a waiver of any single breach or default be deemed a waiver of any other breach or default therefore or thereafter occurring, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or exercise of any other right or power hereunder. All remedies under this Agreement or by law or otherwise afforded the Bank shall be cumulative and not alternative. No notice to or demand on the Borrower, as the case may be, shall entitle him to any other or further notice or demand in similar or other circumstances.
7.6. Right Of Bank To Perform Certain Covenants Of Borrower/Mortgagor
Upon the failure of the Borrower/Mortgagor to keep, observe or perform any of the covenants and undertakings specified herein, the Bank may, but is not obligated to, perform or cause to be performed those covenants and undertakings on behalf of the Borrower/Mortgagor. Any amount advanced or expended by the Bank in performing or securing the performance of said obligation shall, upon billing by the Bank, be immediately reimbursed by the Borrower/Mortgagor. Interest at the rate of twelve percent (12%) per annum shall be imposed on any amount billed by the Bank pursuant to this Section which is not paid by the Borrower/mortgagor on the related due date (except for insurance premiums advanced by the Bank which are covered by another Section).
7.7. Amendments
No amendments or waiver of any provision of this Agreement and any other loan document shall be effective against the Bank unless the same shall be in writing and signed by the Bank and the Borrower, and such amendment or waiver shall be effective only in the specific instance and for the special purpose for which given.
7.8. Assignment
This Assignment shall be binding upon and shall be enforceable against the parties hereto and their respective successors and assigns, except that neither the Borrower shall have the right to transfer his rights or obligations hereunder without the prior written consent of the Bank.
7.9. Notices
All communications and notices to the Borrower and Mortgagor shall be delivered or mailed to his address specified herein, unless the Borrower shall change his address for purposes hereof by written notice to the Bank.
7.10. Complaints
For inquiries or complaints, you may call EastWest Bank’s 24-Hour Customer Service at (+632) 8888-1700 or e-mail csloans@eastwestbanker.com. Please expect feedback on the inquiry or complaint within 2 banking days from receipt of the concern.
7.11. Severability
In case any provision of any loan document (including this Agreement) shall be declared by any Governmental Authority to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of any other provision therein shall not in any way be affected or impaired thereby.
7.12. Governing Law; Venue for Suit
This Agreement shall be governed in all respects, including validity, construction, performance and effect, by the laws of the Philippines. The parties hereby agree that any legal action or proceedings arising out of or relating to this Agreement shall be instituted only in the proper court of the place where the lending office or where the principal office of the Bank is located, without prejudice to the right of the Bank (i) to commence proceedings or to obtain execution of judgment against the Borrower in any other venue or jurisdiction where assets of the Borrower may be found, or (ii) to proceed against the mortgaged property either judicially in the proper court or extra-judicially in the sheriff’s office or notary public of the jurisdiction wherein any of the properties constituting the mortgaged property is located.
7.13. Consent to Disclosure of Information
The Borrower/Mortgagor agrees to the collection, recording, organization, storage, updating or modification, retrieval, and use of personal information of the Borrower/Mortgagor by the Bank or its authorized personal information processor. The Borrower authorizes the Bank to disclose information relating to the Borrower, the Secured Obligations and/or the performance of the Borrower’s obligations under this Agreement to the Bank’s subsidiaries, affiliates, agents, and third parties that are authorized by the Bank to receive such information, for confidential use in connection with the Bank’s exercise of its functions to provide banking and related services as well as for any business purposes (including but not limited to 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 Borrower/Mortgagor further acknowledges and authorizes the Bank to report any credit information relating to the performance of the Borrower/Mortgagor 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 entity or body. The Borrower/Mortgagor agrees that such disclosure of information shall not be the basis of any claim against the Bank or the parties to whom the Bank makes the disclosure. The Borrower/Mortgagor hereby gives permission for the Bank to request information and to make necessary inquiries about the Borrower from third parties in connection with any updates, re-issuance or extensions of the Secured Obligations.
a. Processing of application
I/We hereby consent and authorize EastWest, any of its offices, branches, subsidiaries, affiliates, agents, representatives and third parties to conduct random verification with the BIR, any other appropriate government agencies or third parties including banks and financial institutions to establish the authenticity of the information I/We declared and the documents I/We submitted in relation to my/our application as it may be necessary for the processing and evaluating of my/our application and I/We hereby waive any confidentiality of my/our income information as required by BSP Circular 622, as amended by BSP Circular 855. I/We agree and authorize the Bank to make a disclosure of personal information, provided that such disclosure is in accordance with the provisions of Republic Act No. 10173 or the Data Privacy Act of 2012, its Implementing Rules and Regulations, and other rules and regulations relating to data privacy.
I/We expressly waive my/our right under confidentiality laws in the Philippines including but not limited to The Law on Secrecy of Bank Deposits (RA 1405), The Foreign Currency Deposit Act (RA 6426) and The General Banking Law (RA 8791) and hereby allow disclosure, and/or sharing of information regarding my/our account(s).
b. Account Maintenance and Servicing
I/We hereby further authorize the Bank to make disclosures or inquiries for the purpose of EWBC’s compliance with the reportorial requirements of the FATCA/US IRS Regulations, and such other foreign acts and regulations that may hereafter be enacted and of which my/our account may be a subject. I/We consent to EWBC’s disclosure of any information related to my/our account for any internal purpose to EWBC’s subsidiaries and affiliates or for any lawful purpose to third parties such as governmental or regulatory bodies including that of foreign governments where EWBC is required to make such disclosure pursuant to law, contract, or regulation. I/We hereby also authorize the regular submission and disclosure to any and all credit information service providers such as, but not limited to, Credit Card Association of the Philippines, Credit Information Corporation, Bangko Sentral ng Pilipinas, Anti Money Laundering Council, Banker’s Association of the Philippines, of any information, whether positive or negative relating to my/our basic credit data (as defined under R.A. No 9510) with EastWest as well as any updates or corrections thereof. The foregoing constitutes my/our written consent for any such submission and disclosure of information relating to my/our accounts for the purpose indicated abo
I/We agree to hold , EastWest Bank free and harmless from any and all liabilities that may arise from any transfer, disclosure or storage of information relating to my/our accounts.
c. Marketing and Sales Offers
I/We hereby authorize the transfer, disclosure and communication of EastWest of any information relating to my/our accounts with EastWest together with all of the documents submitted for this application to any of its offices, branches, subsidiaries, affiliates, agents and representatives of EastWest and third parties for product and service offers to be made to me/us through mail/email/fax/SMS or telephone, or through any other forms of media, and for any other purpose as EastWest may deem appropriate, unless I/we expressly notify EastWest otherwise through the following contact information:
d. Customer Service Hotline(+632) 8888-1700Emailcsloans@eastwestbanker.com
I/We understand that this application is subject to EastWest’s credit policies and procedures. In case of disapproval of my/our application, I/We understand that EastWest is under no obligation to disclose the reason/s for such disapproval unless required by law or regulation. The accomplished application form and requirement/s I/we submitted becomes the property of EastWest and EastWest is under no obligation to return the said documents to me/us regardless of the outcome of the application.
By signing the application form, I/We agree to abide by the Terms and Conditions Governing the Issuance and Use of EastWest Home Loan as found in the Bank’s website.
I/We agree to be bound by any and all amendments to the policies of EWBC on customer information update, as well as to all laws, rules, regulations and official issuances applicable to EWBC. I/We also agree that for the purpose of notifying me/us of said amendments, notice sent to me through any of the following means, at the option of EWBC and unless I/We request in writing a different mode of notice, shall constitute sufficient notice to wit:: (i) mailed and/or emailed notices (sent to my/our mailing or email addresses indicated in EWBC’s records), (ii) notices posted at EWBC’s branches, or (iii) notices in its website.
For any possible complaints, I/We must immediately communicate to the Bank upon my/our knowledge of possible cause of complaint, unauthorized application, or any dispute regarding my/our loan account through EastWest Bank's 24-Hour Customer Service at (+632) 8888-1700 or e-mail csloans@eastwestbanker.com.
For inquiries or complaints, you may contact EastWest Bank through our 24/7 Customer Service Hotline (+632) 8888-1700. EastWest is regulated by the Bangko Sentral ng Pilipinas.