RECEIVABLES PURCHASE AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

This Agreement is entered by:

____________________________________________, a corporation organized and existing under

Philippine laws, with principal office address at
________________________________________________________________________ , through its
authorized representative and
______________________________________________________________________ (the “DEALER”),

and

PHILIPPINE SAVINGS BANK, a banking institution organized and existing under Philippine
laws, with principal office address at PSBank Center, 777 Paseo de Roxas Ave., cor. Sedeno St., Makati,
Metro Manila, through its authorized representive and Senior Vice President, Jose Jesus B. Custodio,
( “PSBANK” ).

The Dealer and the PSBank are collectively, the “PARTIES”.

RECITALS

1. The DEALER is engaged in the business of selling brand new motor vehicles on installment.

2. PSBANK offers to purchase at a discount, and the DEALER agrees to sell, the DEALER’s
receivables under the Installment Paper, subject to the terms and conditions of this Agreement.

NOW THEREFORE, for and in consideration of the above Recitals which are integral parts of
this Agreement, the PARTIES bind themselves to the following terms and conditions:

3. The term “Installment Paper” as used in this Agreement shall refer to any document evidencing
the actual sale by the DEALER of a motor vehicle on installment, which may include the
Promissory Note and the Deed of Chattel Mortgage and/or any other evidence of indebtedness
or chose in action signed by the buyer ( the “Customer”) evidencing the latter’s unpaid
obligation to the DEALER.

4. The DEALER shall submit the Installment Paper to PSBANK, and finding it acceptable,
PSBANK at its sole option, may purchase said Installment Paper by paying the DEALER
outright the balance due on such Installment Paper less the agreed discount in favor of
PSBANK, and PROVIDED THAT:

4.1 The Installment Paper approved for purchase by PSBANK must include a Deed of
Assignment executed by the DEALER, transferring all its rights, interest, and equities in the
said Installment Paper in favor of PSBANK.

4.2 The DEALER must have complied with all other requirements imposed by PSBANK as a
condition for its purchase of the Installment Paper.

5. The DEALER shall submit to PSBANK, without need of notice or demand, the Land
Transportation Office certificate of registration ( the “CR”), the official receipt (the “O.R” ), and
the plate and sticker number of the motor vehicle purchased on installment, within a period of
120 days from receipt of payment from PSBANK.

6. The DEALER warrants that:

 6.1 With respect to the identity of the Customer, the DEALER has verified the same in
compliance with existing laws ( i.e. The Anti‐Money Laundering Act of 2001, as amended,
among others), and based on customer identification system, processes, and training
programs that are reliable and acceptable upon prior presentation to PSBANK, such as but
not limited to the following:

6.1.1 By establishing face to face contact with the Customer;

6.1.2 By obtaining from the Customer the following information:

6.1.2.1 Name;

6.1.2.2 Present/Permanent address;

6.1.2.3 Date and place of birth;

6.1.2.4 Nationality;

6.1.2.5 Nature of work and name of employer or nature of business;

6.1.2.6 Contact numbers;

6.1.2.7 Tax identification number, Social Security System number or

Government Service Insurance System number;

6.1.2.8 Signature; and

6.1.2.9 Source of funds.

6.1.3 By requiring the Customer to produce the original documents of identity issued by
an official authority, bearing the photograph of the Customer;

6.1.4 By ensuring the diligent review and assessment by its authorized representatives of
all identification documents pertaining to the Customer, before the same is
submitted to PSBANK.

6.2 With respect to the motor vehicle sold on installment:

6.2.1 The DEALER has absolute and good title over the same, and the right and
authorityto sell it;

6.2.2 It shall have been delivered to and accepted by the Customer in full compliance,
with the orders and specifications of the letter of transfer.

6.3 With respect to the Installment Paper:

6.3.1 It is valid, subsisting, enforceable, and in all respects what it purports to be;

6.3.2 It constitutes the entire agreement between the Customer and the DEALER;

6.3.3 It is not subject to any defense, offset, or counterclaim;

6.3.4 The required down payment has been paid in full by the Customer and that the
balances appearing in the said document are accurate;

6.3.5 The payment thereof is not contingent or conditioned on the fulfillment of any
contract, condition or warranty, past or future express or implied;
 6.3.6 The Installment Paper and the motor vehicle subject thereof has not been previously
sold, discounted, assigned or pledged to any other, nor will DEALER sell, assign,
discount or pledge the same hereafter;

6.3.7 The Installment Paper does not contain any forged or unauthorized signature of the
Customer or of his co-buyer or surety and that the parties thereto had the legal
capacity to contract.

6.4 With respect to the guarantees, warranties and free services originally assumed by the
DEALER in favor of the Customer upon the sale of the motor vehicle, the DEALER shall
continue to be bound by the same and shall faithfully comply with them, notwithstanding
the assignment of the Installment Paper in favor of PSBANK, and regardless if the motor
vehicle is in the possession of the Customer or PSBANK.

7. The DEALER, without the prior written consent of PSBANK, shall neither accept a return of the
motor vehicle, allow its substitution, give credit to the Customer by reason of any matter
connected with the sale of the motor vehicle, give allowance nor make any settlement with the
Customer which directly affects the Customer’s liability under the Installment Paper.

8. If the DEALER violates the terms and conditions of this Agreement, particularly Section 5 and 6,
PSBANK shall reassign, and DEALER shall repurchase, the Installment Paper by the latter paying
PSBANK the unpaid balance under the Installment Paper, less any unearned service charges
within ten (10) days from the DEALER’S receipt of the notice of reassignment. Said notice shall
contain a statement of the amount payable by DEALER as aforesaid. No tender or presentation of
the Installment Paper reassigned shall be necessary.

9. Any delay or failure on the part of PSBANK in asserting or enforcing its rights hereunder shall
not be considered a waiver of such rights.

10. This Agreement shall be valid until revoked or terminated by mutual agreement or upon
violation by the DEALER of any of the terms of the Agreement, but in any case subject to a 30 day
written notice of the termination.

11. The termination of this Agreement shall not prejudice:

11.1 Any cause of action already accruing to PSBANK prior to, or at the time of the effectivity
of the revocation or termination;

11.2 Guarantees, warranties, obligations and liabilities of the DEALER in accordance with the
provisions of this Agreement, which are hereby stipulated to remain in full force and
effect and binding upon the DEALER until all accounts and all liabilities owing on the
Installment Paper assigned to or purchased by PSBANK hereunder shall have been paid
in full.

12. All actions or proceedings between the PARTIES shall be litigated by them in the proper courts of
Makati or Manila where PSBANK maintains its head office or branch, irrespective of the venue
provided in the Rules of Court which is hereby waived. In case of suit, the DEALER shall pay an
amount equivalent to 25 per cent of the amount claimed for and as attorney’s fees.
 IN WITNESS WHEREOF, the duly authorized representative of the PARTIES have signed this
Agreement this __________ day of ____________, in _____________________.

PHILIPPINE SAVINGS BANK

By: By:

JOSE JESUS B. CUSTODIO, SVP

SIGNED IN THE PRESENCE OF:

ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINES )

MAKATI, METRO MANILA ) S.S.

BEFORE ME, a Notary Public in and for Makati, Metro Manila, this ___________________in
__________________________, personally came and appeared:

Name Valid ID Date & Place of Issue

PHILIPPINE SAVINGS BANK 000663983

JOSE JESUS B. CUSTODIO 132079582

known to me and to me known to be the same persons who executed the foregoing instrument and who
acknowledged to me that the same is his/her/their free and voluntary act and deeds well as the free and
voluntary act and deed of the corporation represented herein.

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

Notary Public

Doc. No. _______:

Page No. _______:
Book No. _______:
Series of _______.