MULTILATERAL MASTER SECURITIES LENDING AGREEMENT

MULTILATERAL MASTER SECURITIES LENDING AGREEMENT

THIS MULTILATERAL MASTER SECURITIES LENDING AGREEMENT (the Agreement) is entered into between and among:

(1) SECURITIES CLEARING CORPORATION OF THE PHILIPPINES, a corporation duly organized and existing under the laws of the Republic of the Philippines, with principal office address at the 2/Floor Philippine Stock Exchange, Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, Philippines, represented by Francisco Ed. Lim, President and CEO, hereinafter referred to as the SCCP or the Lending Agent; and

(2) The various trading participants listed under Schedule A, through their duly authorized representatives, who can be Borrowers or Lenders pursuant to the terms of this Agreement, hereinafter referred to as the Borrower or Lender, depending on their role in the transaction.

(The Lending Agent, on the one hand, and the Borrower or Lender, on the other, may be individually referred to as the Party or collectively the Parties).

RECITALS:

(A) The SCCP is licensed by the Securities and Exchange Commission (SEC) to act as a Lending Agent (as defined in paragraph 2).

(B) The various trading participants intend to engage in Securities Borrowing and Lending, through the Lending Agent, of Securities listed and traded in The Philippine Stock Exchange, Inc. (PSE) in accordance with appropriate rules and regulations of the Bureau of Internal Revenue, SEC and PSE.

(C) Subject to the terms and conditions of this Agreement, the Borrowers and Lenders will avail of the services of SCCP, which has represented that it is willing to provide, and is capable of providing services as a Lending Agent.

NOW THEREFORE, the Parties have mutually agreed as follows:

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MULTILATERAL MASTER SECURITIES LENDING AGREEMENT

CONTENTS 1. Applicability ........................................................................................................................ 5

2. Interpretation ........................................................................................................................ 5

3. Purposes Of Securities Borrowing And Lending ............................................................... 11

4. The Sbl Module .................................................................................................................. 11

5. Loans Of Securities ............................................................................................................ 12

6. Delivery.............................................................................................................................. 12

7. Collateral ............................................................................................................................ 14

8. Forced Recall ..................................................................................................................... 18

9. Suspension ......................................................................................................................... 18

10. Distributions And Corporate Actions ................................................................................ 18

11. Rates Applicable To Loaned Securities And Cash Collateral ........................................... 19

12. Termination Of A Loan .................................................................................................... 20

13. Redelivery Of Equivalent Securities .................................................................................. 21

14. Failure To Redeliver .......................................................................................................... 23

15. Termination ........................................................................................................................ 23

16. Warranties .......................................................................................................................... 25

17. Events Of Default .............................................................................................................. 25

18. Termination Of This Agreement ........................................................................................ 26

19. Single Agreement ............................................................................................................... 26

20. Severance ........................................................................................................................... 27

21. Specific Performance ......................................................................................................... 27

22. Access To Cccs System And Notices ................................................................................ 27

23. Assignment ........................................................................................................................ 28

24. Non-Waiver ........................................................................................................................ 28

25. Survival .............................................................................................................................. 28

26. Limitation Of Liability ....................................................................................................... 28

27. Force Majeure .................................................................................................................... 29

28. Governing Law .................................................................................................................. 30

29. Time ................................................................................................................................... 30

30. Registration Of This Agreement ........................................................................................ 30

31. Waiver Of Immunity .......................................................................................................... 30

32. Dispute Resolution ............................................................................................................. 31

33. Taxes .................................................................................................................................. 31

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34. Amendments ...................................................................................................................... 32

35. Miscellaneous .................................................................................................................... 32

1. APPLICABILITY

1.1 The terms of this Multilateral Master Securities Lending Agreement (the Agreement) govern transactions between a Lender and a Borrower through SCCP as Lending Agent where one Party ("Lender") transfers to the other ("Borrower") Securities against the transfer of Collateral (as defined in paragraph 2) with an agreement by Borrower to transfer to Lender Securities equivalent to such Securities on a fixed date or on demand against the transfer to Borrower by Lender of assets equivalent to such Collateral. SCCP shall act as Lending Agent whereby it shall act on behalf of a client with respect to the borrowing and lending of Securities.

1.2 Each such transaction shall be referred to in this Agreement as a "Loan" and shall be governed by the terms of this Agreement, including the supplemental terms and conditions contained in the Schedule and any addenda or annexes attached hereto, unless otherwise agreed in writing.

2. INTERPRETATION

2.1 In this Agreement:-

Act of Insolvency means in relation to either Party

(i) its making a general assignment for the benefit of, or entering into a reorganization, arrangement, or composition with creditors; or

(ii) its stating in writing that it is unable to pay its debts as they become due; or

(iii) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or

(iv) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganization, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply); or

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(v) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or

(vi) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement as contemplated under Philippine laws and regulations on insolvency and corporate rehabilitation;

Alternative Collateral means Collateral having a Market Value equal to the Collateral delivered pursuant to paragraph 7.2 and provided by way of substitution in accordance with the provisions of paragraph 7.4;

Base Currency means the Philippine Peso;

BIR means the Bureau of Internal Revenue of the Philippines;

Borrower means any person who borrows shares or securities listed and traded in The Philippine Stock Exchange, Inc. from a Lenders portfolio to support his/its trading activities;

Borrowing Request means an instruction given by the Borrower for a loan of Securities.

BSP means the Bangko Sentral ng Pilipinas;

BIR Regulations shall have the meaning given in paragraph 30;

Business Day means a day other than a Saturday or a Sunday on which banks, SCCP and PSE are open for business generally and, in relation to the delivery or redelivery of any of the following in relation to any Loan, in the place(s) where the relevant Securities, Equivalent Securities, Collateral or Equivalent Collateral are to be delivered;

Cash Collateral means Collateral that takes the form of a transfer of currency;

CCCS System means the automated Central Clearing and Central Settlement System software owned and operated by SCCP for its clearing and settlement activities which has the functionalities for Securities Borrowing and Lending.

Close of Business means the time at which the relevant banks, the PSE, SCCP or depositories close in the business center in which payment is to be made or Securities or Collateral is to be delivered;

Collateral means such securities, financial instruments or currency acceptable to SCCP and included in the schedule as may be amended by SCCP from time to time, with prior notice to the Lender and Borrower, in

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relation to any particular Loan and which is delivered by Borrower to Lender in accordance with this Agreement. The term Collateral includes Alternative Collateral;

Defaulting Party shall have the meaning given in paragraph 17;

Designated Office" means the branch or office of a Party which is specified as such or such other branch or office as may be agreed to in writing by the Parties;

Equivalent or equivalent to in relation to any Securities or Collateral provided under this Agreement means Securities, together with cash or other property (in the case of Collateral) as the case may be, of an identical type, nominal value, description and amount to particular Securities or Collateral, as the case may be, so provided. If and to the extent that such Securities or Collateral, as the case may be, consists of Securities that are partly paid or have been converted, subdivided, consolidated, made the subject of a takeover, rights of pre-emption, rights to receive Securities or a certificate which may at a future date be exchanged for Securities, the expression shall include such Securities or other assets to which Lender or Borrower as the case may be, is entitled following the occurrence of the relevant event, and, if appropriate, the giving of the relevant notice and provided that Lender or Borrower, as the case may be, has paid to the other Party all and any sums due in respect thereof. In the event that such Securities or Collateral, as the case may be, have been redeemed, are partly paid, are the subject of a capitalization issue or are subject to an event similar to any of the foregoing events described in this paragraph, the expression shall have the following meanings:

(a) in the case of redemption, a sum of money equivalent to the proceeds of the redemption;

(b) in the case of a call on partly paid Securities, Securities equivalent to the relevant Loaned Securities or Collateral, as the case may be, provided that Lender shall have paid Borrower, in respect of Loaned Securities, and Borrower shall have paid to Lender, in respect of Collateral, an amount of money equal to the sum due in respect of the call;

(c) in the case of a capitalization issue, Securities equivalent to the relevant Loaned Securities or Collateral, as the case may be, together with the Securities allotted by way of bonus thereon;

(d) in the case of any event similar to any of the foregoing events described in this paragraph, Securities equivalent to the Loaned Securities or the relevant Collateral, as the case may be, together with or replaced by a sum of money or Securities or other property

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equivalent to that received in respect of such Loaned Securities or Collateral, as the case may be, resulting from such event;

Income means any interest, dividends or other distributions of any kind whatsoever with respect to any Securities or Collateral;

Income Payment Date, with respect to any Securities or Collateral means the date on which Income is paid in respect of such Securities or Collateral, or, in the case of registered Securities or Collateral, the date by reference to which particular registered holders are identified as being entitled to payment of Income;

Lendable Account means the account in the CCCS System reflecting the Securities made available by the Lender in the lending pool.

Lender means a person who lends Securities from his own portfolio or from the assets of his clients by way of formal loan agreement.

Lending Agent shall refer to SCCP who acts on behalf of a client with respect to the lending of Securities, pursuant to SEC Memorandum Circular No. 7, Series of 2006.

Lent Account means the account in the CCCS System reflecting the Securities of the Lender which are lent out.

Loan shall have the meaning given in paragraph 1 on Applicability;

Loaned Securities means Securities which are the subject of an outstanding Loan;

Margin Rate shall mean the percentage indicated on paragraph 7.5 of this Agreement;

Market Value means:

(a) in relation to the valuation of Securities, Equivalent Securities, Collateral or Equivalent Collateral (other than Cash Collateral or a Letter of Credit):

(i) such price as is equal to the closing price of such Securities, Equivalent Securities, Collateral and/or Equivalent Collateral as derived from any registered exchange reasonably chosen in good faith by Lender; or

(ii) if unavailable, the market value thereof as derived from the prices or rates bid by a reputable dealer for the relevant instrument reasonably chosen in good faith by Lender,

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in each case at Close of Business on the previous Business Day or, at the option of any Party where in its reasonable opinion there has been an exceptional movement in the price of the asset in question since such time, the latest available price; plus (in each case)

(iii) the aggregate amount of Income which has accrued but not yet been paid in respect of the Securities, Equivalent Securities, Collateral or Equivalent Collateral concerned to the extent not included in such price,

(provided that the price of Securities, Equivalent Securities, Collateral or Equivalent Collateral that are suspended shall be nil unless the Parties otherwise agree and (for all other purposes) shall be the price of such Securities, Equivalent Securities, Collateral or Equivalent Collateral, as the case may be, as of Close of Business on the dealing day in the relevant market last preceding the date of suspension or a commercially reasonable price agreed between the Parties; and

(b) in relation to Cash Collateral the amount of the currency concerned;

Non-Defaulting Party shall have the meaning given in paragraph 17;

Parties collectively refers to Lender, Borrower and Lending Agent and who shall be referred to individually as a "Party";

PDTC means the Philippine Depository & Trust Corporation organized to establish a central depository in the Philippines and introduce scripless or book-entry trading in the Philippines.

Posted Collateral has the meaning given in paragraph 7.5;

PSE means The Philippine Stock Exchange, Inc.;

Required Collateral Value shall mean the aggregate Market Value of the Loaned Securities and Margin Rate in respect of all Loans outstanding under this Agreement, which shall not be less than the value prescribed under paragraph 7.5 of this Agreement;

Relevant Value shall have the meaning given in paragraph 15.2;

SCCP means the Securities Clearing Corporation of the Philippines organized to operate as a central securities clearing and settlement institution in the Philippines and thereby manage and support the clearing and settlement of trades in securities listed and executed in the PSE or other registered securities market in the Philippines;

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Security/Securities shall mean shares of stock of a corporation, warrants, options, futures, depositary receipts, commodities, exchange-traded funds, and other investment or products listed and traded in the PSE.

Securities Borrowing and Lending means the lending of Securities from a Lenders portfolio on a given date to a Borrowers portfolio to support the Borrowers trading activities with the commitment of the Borrower to return or deliver said Securities or Equivalent to the Lender on a determined future date.

Settlement Bank means a duly licensed commercial banking institution accredited by SCCP for the clearing and settlement of the cash element of SCCP-eligible trades.

Settlement Date means the date upon which Securities are transferred to Borrower in accordance with this Agreement.

2.2 Headings

All headings appear for convenience only and shall not affect the interpretation of this Agreement.

2.3 Market terminology

Notwithstanding the use of expressions such as "borrow", "lend", "collateral", "margin", "redeliver" etc. which are used to reflect terminology used in the market for transactions of the kind provided for in this Agreement, title to Securities "borrowed" or "lent" and "Collateral" provided in accordance with this Agreement shall pass from one Party to another as provided for in this Agreement, the Party obtaining such title being obliged to redeliver Equivalent Securities or Equivalent Collateral, as the case may be.

2.4 Currency conversions

For the purposes of determining any prices, sums or value, prices, sums or values stated in currencies other than the Base Currency shall be converted into the Base Currency at the latest available spot rate of exchange quoted by a bank selected by Lender (or if an Event of Default has occurred in relation to Lender, by Borrower) in the Philippines interbank market for the purchase of the Base Currency with the currency concerned on the day on which the calculation is to be made or, if that day is not a Business Day the spot rate of exchange quoted at Close of Business on the immediately preceding Business Day.

2.5 The Parties confirm that introduction of and/or substitution (in place of an existing currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under any term of the Agreement or any Loan thereunder, nor give a Party

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2.6 Modifications to legislation

Any reference in this Agreement to an act, regulation or other legislation shall include a reference to any statutory modification or re-enactment thereof for the time being in force.

3. PURPOSES OF SECURITIES BORROWING AND LENDING

The Securities Borrowing and Lending (SBL) shall be conducted for any of the following purposes:

a) To facilitate the settlement of regulated short sale transactions defined and effected in accordance with the rules and regulations of the PSE, whether on its own account or for the account of the Borrowers client;

b) To facilitate the settlement of a regular sale of Philippine shares of stock/securities effected in the Philippines;

c) For replacement in whole or in part of Securities obtained by the Borrower under another Securities Borrowing and Lending agreement;

d) On-lending of borrowed Securities to another Borrower who has effected another Securities Borrowing and Lending agreement;

e) Securities financing and Collateral pledging;

f) Such other purposes similar or analogous to the foregoing or other authorized purposes pursuant to relevant rules and regulations.

4. THE SBL MODULE

4.1 SCCP shall use the CCCS System to operate its Securities Borrowing and Lending program.

4.2 SCCP as Lending Agent shall adopt the concept of screen and pool which allows participants to lend and borrow Securities anonymously.

4.3 SCCP as a Lending Agent will assume central counterparty risks in connection with the Securities Borrowing and Lending. This means SCCP shall guarantee the settlement of all SBL transactions and shall assure the

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Lender that the Loaned Securities will be returned at the end of the term of the Loan or its cash equivalent in the event that the Borrower defaults from its obligation to return the Loaned Securities.

4.4 SCCP shall establish and implement parameters in processing Securities Borrowing and Lending transactions.

4.5 SCCP shall provide each Party participating in the SBL the following account:

a) Lendable Account to reflect the Securities made available by the Lender in the lending pool;

b) Lent Account to reflect the Securities effectively lent out; and

c) Borrowed Account to reflect the Securities effectively borrowed by the Borrower.

4.6 SCCPs Securities Borrowing and Lending account shall serve as an intermediate account on which assets are booked when transferred from the Lender to the Borrower.

4.7 SCCP shall implement the allocation algorithm adopted in the Securities Borrowing and Lending module of the CCCS System in processing securities borrowing and lending transactions.

5. LOANS OF SECURITIES

5.1 Lender will lend the Securities to Borrower, through the Lending Agent, and Borrower will borrow Securities from Lender, through the Lending Agent in accordance with the terms and conditions of this Agreement.

5.2 Borrowers may request for a loan of Securities by creating a Borrowing Request indicating in the instruction the security code, the borrowing date and the duration of the borrowing.

5.3 All Borrowing Requests must be covered with sufficient Collateral in accordance with this Agreement; otherwise, such Borrowing Requests shall be rejected by the CCCS System.

5.4 Upon approval of the Borrowing Request, SCCP shall deliver the Loaned Securities to the Borrower in accordance with the terms and conditions of this Agreement.

6. DELIVERY

6.1 Delivery of Securities on commencement of Loan

6.1.1 Lender shall procure the delivery of Securities to SCCP or deliver such Securities in accordance with this Agreement.

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6.1.2 Delivery of Loaned Securities shall be by way of book-entry security transfer in the CCCS System whereby the Loaned Securities shall be debited from the Lenders Lendable Account and credited to the Borrowers specified account in the system.

6.1.3 Securities shall be deemed to have been delivered by the Lender to SCCP upon the Lenders direction in the relevant instruments of transfer, or in the case of Securities held within the clearing and settlement system, on the effective instructions to transfer the Securities in the Lendable Account of the Lender which result in such Securities being held in the lending pool administered by SCCP as the Lending Agent.

6.1.4 For any Borrowing Request, the priority of the Securities allocation goes to the Lender with the highest number of Securities available in the lending pool.

6.1.5 In case one Lender cannot fulfil a Borrowing Request, the borrowing shall be fulfilled from multiple Lenders, with priority given to the Lender with the higher number of securities deposited in the lending pool.

6.1.6 Upon approval of the Borrowing Request, SCCP shall deliver the Loaned Securities to the Securities account of the Borrower. Delivery of the Loaned Securities to the Borrower shall be made by SCCP crediting the Loaned Securities into the securities account of the Borrower.

6.2 Requirements to effect delivery and transfer of rights, title, and interest

The Parties shall execute and deliver all necessary documents and give all necessary instructions to ensure that all right, title and interest in:

(a) any Securities borrowed pursuant to paragraph 5;

(b) any Equivalent Securities redelivered pursuant to paragraph 13;

(c) any Collateral delivered pursuant to paragraph 7;

(d) any Equivalent Collateral redelivered pursuant to paragraphs 7 or 13;

shall pass from one Party to the other subject to the terms and conditions set out in this Agreement, on delivery or redelivery of the same in accordance with this Agreement with full title guarantee, free from all liens, charges and encumbrances. In the case of Securities, Collateral, Equivalent Securities or Equivalent Collateral title to which is registered in a computer based system which provides for the recording and transfer of title to the same by way of book-entries, delivery and transfer of title shall take place in accordance with the rules and procedures of such system as in force from time to time.

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The Party acquiring such right, title and interest shall have no obligation to return or redeliver any of the assets so acquired but, in so far as any Securities are borrowed or any Collateral is delivered to such Party, such Party shall be obliged, subject to the terms of this Agreement, to redeliver Equivalent Securities or Equivalent Collateral as appropriate.

6.3 Deliveries of Income

The following provisions shall apply in respect of Income being paid in relation to any Loaned Securities, Securities Collateral or Cash Collateral:

a) In case of the Income being paid in respect of Loaned Securities, such Securities shall be added to such Loaned Securities and will not be delivered to the Lender until the end of the borrowing period. For cash distributions made on or in respect of the Loaned Securities, the Borrower shall pay the Lender any amount of cash distributions on the date such distribution is made.

b) In case of Income being paid in respect of Securities posted as Collateral, such Income shall be directly credited to the Borrower by the PDTC since Securities Collateral remains in the collateral account of the Borrower, blocked by SCCP for the account of the Lender.

c) In case of Income being paid in respect of any Cash Collateral invested by SCCP, SCCP shall credit to the Borrower a rebate on any accruing interest income less deductions and withholdings as may be required by law. Any rebate will be credited at the end of the borrowing period.

7. COLLATERAL

7.1 The Collateral Management System

7.1.1 The collateral management service of the CCCS System shall function as the central system to perform the Collateral valuation, margin calls, collateral block and release necessary in all borrowing transactions.

7.1.2 Upon successful positioning of the borrowing request, the SBL module shall instruct the collateral management service to block the Collateral deposited by the Borrower.

7.1.3 Upon performance of the daily marking to market, SCCP using the collateral management service, shall block the Collateral or require further Collateral from the Borrower if the required Collateral is more than the Collateral deposited in the Collateral account of the Borrower. If the required Collateral is less than the Collateral

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deposited, the system will release the excess amount of Collateral and make available to the Borrower for withdrawal.

7.2 Delivery of Collateral on commencement of Loan

7.2.1 Borrower shall deposit sufficient Collateral simultaneous with the execution of the Borrowing Request and the delivery of the Securities.

7.2.2 Borrower shall not be obliged to deliver additional Collateral if the aggregate value of all Collateral deposited in the Borrowers Collateral account and held by SCCP for the account of the Lender is at least equivalent to the Required Collateral Value in order to process a successful Borrowing Request.

7.2.3 In respect of Collateral comprising Securities, such Collateral shall be deemed to have been delivered by the Borrower upon the Borrowers direction in the relevant instruments of transfer, or in the case of Securities held within the clearing and settlement system, on the effective instructions to transfer the Securities in the Collateral account of the Borrower which result in such Securities being blocked by SCCP in behalf of the Lender.

7.2.4 With respect to Cash Collateral, the Borrower shall deliver the Cash Collateral by depositing good cleared funds in its Cash Collateral deposit account with its Settlement Bank, who will in turn transfer the funds to the Nostro account of SCCP.

7.2.5 SCCP reserves the right to refuse or reject Collateral it reasonably deems unacceptable pursuant to the schedule set out by SCCP with prior notice to the Borrower, including the right to demand from the Borrower an Alternative Collateral for Collateral which has been previously accepted. Where such demand is made, the Borrower shall deliver Alternative Collateral acceptable to SCCP within such reasonable time as may be prescribed by SCCP.

7.2.6 In the valuation of Collateral, SCCP will apply the Margin Rate as prescribed in this Agreement, without prejudice to amended rates approved by the SCCP Board. Any amendments to the Margin Rate shall be deemed incorporated in this Agreement provided there is prior notice to the Borrower through the messaging system of the CCCS System.

7.3 Deliveries through payment systems generating automatic payments

Unless otherwise agreed between the Parties, where any Securities, Equivalent Securities, Collateral or Equivalent Collateral (in the form of Securities) are transferred through a book entry transfer or settlement system

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which automatically generates a payment or delivery, or obligation to pay or deliver, against the transfer of such Securities, then:

(i) such automatically generated payment, delivery or obligation shall be treated as a payment or delivery by the transferee to the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect payment or delivery, such payment or delivery, or obligation to pay or deliver, shall be deemed to be a transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, made by the transferee until such time as the Collateral or Equivalent Collateral is substituted with other Collateral or Equivalent Collateral if an obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral; and

(ii) the party receiving such substituted Collateral or Equivalent Collateral, or if no obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral, the Party receiving the deemed transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, shall cause to be made to the other Party for value the same day either, where such transfer is a payment, an irrevocable payment in the amount of such transfer or, where such transfer is a delivery, an irrevocable delivery of Securities (or other property, as the case may be) equivalent to such property.

7.4 Substitutions of Collateral

7.4.1 SCCP shall allow the Borrower, within the borrowing period, to withdraw Collateral equivalent to any Collateral delivered at any time provided that at the time of such withdrawal, Borrower shall have delivered Alternative Collateral acceptable to SCCP. Otherwise, Collateral withdrawal will be rejected by the system.

7.4.2 The substitution of any Collateral with Alternative Collateral deposited with SCCP shall neither affect the validity of this Agreement nor shall it be regarded as novation of any of the terms and conditions of this Agreement.

7.5 Marking to Market of Collateral during the currency of a Loan on aggregated basis

The Loan and the Collateral shall be marked to market daily, and in the event that upon SCCPs performance of Collateral valuation, the Market Value of the Collateral for any Loan to Borrower is less than the Required Collateral Value (as defined herein), notice shall be given to Borrower and Borrower shall transfer additional Collateral no later than the deadline set forth under SCCPs Mark to Market

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Collateral Deposit System. The Market Value of such additional Collateral when added to the Market Value of the other Collateral for such Loan, shall equal the Required Collateral Value of the Loaned Securities. Unless otherwise indicated in the schedule, or unless otherwise agreed between the Parties:

(i) the aggregate Market Value of the Collateral, which is marked to market in the CCCS System, delivered to or deposited in the Collateral Account of the Borrower ("Posted Collateral") in respect of all Loans outstanding under this Agreement shall equal the aggregate of the Market Value, which is marked-to-market in the CCCS System, of the Loaned Securities and the applicable Margin Rate of 110% in respect of such Loans;

(ii) if upon SCCPs performance of Collateral valuation on any Business Day, the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such Loans the Borrower shall at any time be allowed to withdraw the excess amount;

(iii) if upon the Collateral valuation of SCCP, the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such Loans, Borrower shall be required to provide such further Collateral in its Collateral Account as will eliminate the deficiency.

7.6 Timing of repayments of excess Collateral or deliveries of further Collateral

7.6.1 Where any further Collateral fails to be repaid or redelivered (as the case may be) within the prescribed deadline, SCCP shall effect the imposition of fines and penalties as provided under the SCCP rules and the required Collateral shall be delivered on the same Business Day as the relevant demand.

7.6.2 Excess Collateral comprising Securities withdrawn by the Borrower shall be deemed to have been delivered by SCCP to the Borrower upon the credit of such Securities in the Securities account of the Borrower.

7.7 Investment and Re-Investment of Collateral

The Posted Collateral will be deposited by the Borrower in its Cash Collateral account with an accredited Settlement Bank of SCCP. The investment/re-investment of the Collateral shall be subject to paragraph 6.3 of this Agreement. SCCP shall invest the Cash Collateral with the Settlement Bank with whom the funds are deposited at such rate and on such

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terms as may be determined by SCCP, subject to applicable taxes and withholdings for a period not longer than the term of the Loan.

8. FORCED RECALL

Forced Recall is an instruction available for SCCP to execute under the following instances:

a) Where a Security has been suspended based on the grounds set forth in the Rules of SCCP, the PSE or the SEC;

b) Where a Participant with outstanding Loan has been suspended based on the grounds set forth in the Rules of SCCP; or

c) Where a Participant has been suspended pursuant to the Rules of the PSE or the SEC or said Participant has been prohibited by any regulatory body to transact Securities.

9. SUSPENSION

9.1 In case SCCP suspends a Lender or Borrower as a clearing member, the ability of the Lender or Borrower to participate in the SBL facility of SCCP will also be suspended.

9.2 SCCP may suspend a Security from being transacted in the SBL facility of SCCP when:

(a) The settlement of the Security is suspended under the risk management procedures of SCCP; and

(b) The trading of the Security is suspended by the PSE.

10. DISTRIBUTIONS AND CORPORATE ACTIONS

10.1 Manufactured Payments

Where Income is paid in relation to any Loaned Securities or Collateral on or by reference to an Income Payment Date, Borrower, in the case of Loaned Securities, and Lender, in the case of Collateral, shall, at the end of the term of the Loan, (the "Relevant Payment Date") pay and deliver a sum of money or property equivalent to the type and amount of such Income that, in the case of Loaned Securities, Lender would have been entitled to receive had such Securities not been loaned to Borrower and had been retained by Lender on the Income Payment Date, and, in the case of Collateral, Borrower would have been entitled to receive had such Collateral not been provided to Lender and had been retained by Borrower on the Income Payment Date unless a different sum is agreed between the Parties. Cash dividends shall be payable at the time the payment is made through the SBL facility, while non-cash dividends shall be distributed at the end of the term

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of the Loan. These shall be added to the Loaned securities as mentioned in paragraph 10.2.

10.2 Income in the form of Securities

Where Income, in the form of Securities, is paid in relation to any Loaned Securities or Collateral, such Securities shall be added to such Loaned Securities or Collateral (and shall constitute Loaned Securities or Collateral, as the case may be, and be part of the relevant Loan) and will not be delivered to Lender, in the case of Loaned Securities, or to Borrower, in the case of Collateral, until the end of the relevant Loan, provided that the Lender or Borrower (as the case may be) fulfils their obligations herein with respect to the additional Loaned Securities or Collateral, as the case may be. Income on the Collateral, however, is credited to the account of the Borrower at payment date.

10.3 Exercise of voting rights

Where any voting rights fall to be exercised in relation to any Loaned Securities or Collateral, neither Borrower, in the case of Securities or Equivalent Securities, nor Lender, in the case of Equivalent Collateral, shall have any obligation to arrange for voting rights of that kind to be exercised in accordance with the instructions of the other Party in relation to the Securities borrowed by it or transferred to it by way of Collateral, as the case may be, unless otherwise agreed between the Lender and the Borrower.

10.4 Corporate actions

Where, in respect of any Loaned Securities or any Collateral, any rights relating to conversion, subdivision, consolidation, pre-emption, rights arising under a take over offer, rights to receive Securities or a certificate which may at a future date be exchanged for Securities or other rights, including those requiring election by the holder for the time being of such Securities or Collateral, become exercisable prior to the redelivery of Equivalent Securities or Equivalent Collateral, then Lender or Borrower, as the case may be, may, within a reasonable time before the latest time for the exercise of the right or option give written notice to SCCP that on redelivery of Equivalent Securities or Equivalent Collateral, as the case may be, it wishes to receive Equivalent Securities or Equivalent Collateral in such form required for the exercise of the right or option.

11. RATES APPLICABLE TO LOANED SECURITIES AND CASH COLLATERAL

11.1 Rates in respect of Loaned Securities

SCCP shall collect from the Borrower for each Loan the following fees:

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a) The daily borrowing fee which shall be payable by the Borrower to SCCP for the entire duration of the Loan, subject to the applicable value-added tax (VAT). It is computed as follows:

daily borrowing fee = = no. of Loaned Securities * Closing Price of the Loaned Securities* borrowing fee rate * No. of days of the Borrowing Period/360 days The borrowing fee rate is based on the average 91-day Treasury bill rate. The borrowing fee is payable upon the termination of the Loan.

b) A daily lending fee of 90% of the daily borrowing fee (inclusive of any applicable VAT) will be credited by SCCP to the Lender upon the termination of the Loan.

c) The remaining 10% of the daily borrowing fee (inclusive of any applicable VAT) shall be retained by SCCP as daily Lending Agents fee.

11.2 Payment of rates

In respect of each Loan, the payments referred to shall accrue daily until the day prior to the Business Day upon which Equivalent Securities are redelivered or Cash Collateral is repaid. Unless otherwise agreed, the sums so accruing in respect of each calendar month shall be paid by the Borrower at the end of the term of the Loan.

12. TERMINATION OF A LOAN

A Loan shall be terminated in the following instances:

(a) Immediately upon redelivery to SCCP of all Loaned Securities by the Borrower in the form of Equivalent Loaned Securities.

(b) Where a Loan is terminated by the SCCP through the execution of a Forced Recall and immediately upon the expiration of the deadline set forth by SCCP in its Forced Recall instruction.

(c) Where a Loan is terminated by the Lender through the execution of a manual recall instruction and immediately upon the expiration of the deadline set forth by the Lender in its recall request instructions.

(d) Where termination is at the request of the Borrower upon the execution of a manual reimbursement and immediately upon the expiration of the deadline set forth by the Borrower in its reimbursement request instructions.

(e) Upon the occurrence of an Event of Default; provided that redelivery of all Loaned Securities does not terminate the Borrowers

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responsibility to fulfil any and all of its other obligations under this Agreement accruing until the time of redelivery.

For the purpose of this paragraph, the termination date shall be the date on which the termination of a Loan occurs. Where such date is not a Business Day, the termination date shall fall on the next Business Day.

13. REDELIVERY OF EQUIVALENT SECURITIES

13.1 Delivery of Equivalent Securities on termination of a Loan

13.1.1 Borrower shall procure the redelivery of Equivalent Securities to SCCP or redeliver Equivalent Securities in accordance with this Agreement on the termination of the Loan.

13.1.2 Equivalent Securities shall be deemed to have been delivered by the Borrower to SCCP for delivery to the Lender upon the debit of the Equivalent Securities from its Securities account in the CCCS.

13.1.3 SCCP shall procure the delivery of the Equivalent Securities to the Lender by way of book-entry transfer in the system whereby the Equivalent Securities shall be credited to the Lendable Account of the Lender. For the avoidance of doubt, any reference in this Agreement or in any other agreement or communication between the Parties (howsoever expressed) to an obligation to redeliver or account for or act in relation to Loaned Securities shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Equivalent Securities.

13.1.4 Failure by the Borrower to redeliver the Equivalent Securities to SCCP in accordance with this Agreement shall be deemed as an Event of Default which shall be treated as a deemed sale in accordance with section 9 of BIR Revenue Regulations No. 1-2008. Borrower shall be liable to pay to SCCP the corresponding penalty, fees and charges as provided in paragraph 14.1 of this Agreement.

13.2 Lender's right to terminate a Loan

13.2.1 Subject to provisions herein, and relevant rules and regulations, Lender shall be entitled to terminate a Loan and to call for the redelivery of all Equivalent Securities by executing a manual recall instruction in the CCCS System at any time during the borrowing period.

13.2.2 Lender shall provide a period of not less than the standard settlement time for the Borrower to redeliver the Equivalent Securities.

13.2.3 Upon the redelivery of the Equivalent Securities by the Borrower, SCCP shall credit the Equivalent Securities to the Securities account

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of the Lender; in addition, SCCP shall also release the Collateral deposited by the Borrower in his Collateral account and terminate the Loan.

13.2.4 Failure by the Borrower to redeliver the Equivalent Securities on the date specified by the Lender shall constitute an Event of Default which shall be treated as a transaction deemed sale under BIR Revenue Regulations No. 1-2008.

13.3 Borrower's right to terminate a Loan

13.3.1 Subject to the provisions herein, and relevant rules and regulations, Borrower shall be entitled at any time to terminate a Loan and to redeliver any and all Equivalent Securities due and outstanding to Lender in accordance with this Agreement.

13.3.2 Borrower shall be allowed to terminate a Loan at anytime during the borrowing period by executing a Reimbursement Request instruction in the CCCS System.

13.3.3. Upon the redelivery of the Equivalent Securities to SCCP, SCCP shall terminate the Loan and shall release the Collateral deposited by the Borrower in its Collateral account equivalent to the Collateral provided by the Borrower in respect of such Loan.

13.4 Redelivery of Collateral on termination of a Loan

On the date and time that the Securities are required to be redelivered by Borrower on the termination of a Loan, Lending Agent shall simultaneously (subject to paragraph 7) repay to Borrower any Cash Collateral or, as the case may be, redeliver Collateral equivalent to the Collateral provided by Borrower pursuant to paragraph 7 in respect of such Loan, which shall be executed by SCCP simultaneously releasing from the Collateral account of the Borrower any Cash or Securities Collateral equivalent to the Collateral provided by Borrower in respect of such Loan. For the avoidance of doubt, any reference in this Agreement or in any other agreement or communication among the Parties (however expressed) to an obligation to redeliver or account for or act in relation to Collateral shall accordingly be construed as a reference to an obligation to redeliver or account for or act in relation to Collateral.

13.5 Redelivery obligations to be reciprocal

No Party shall be obliged to make delivery (or make a payment as the case may be) to the other unless it is satisfied that the other Party will make such delivery (or make an appropriate payment as the case may be) to it. If it is not so satisfied (whether because an Event of Default has occurred in respect of the other Party or otherwise) it shall notify the other Party and unless that other Party has made arrangements which are sufficient to assure full

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delivery (or the appropriate payment as the case may be) to the notifying Party, the notifying Party shall (provided it is itself in a position, and willing, to perform its own obligations) be entitled to withhold delivery (or payment, as the case may be) to the other Party.

14. FAILURE TO REDELIVER

14.1 Borrower's failure to redeliver Equivalent Securities

In case of failure of Borrower to redeliver Equivalent Securities, Borrower shall be liable to pay to SCCP a corresponding penalty equivalent to Php1,000 + 0.25% of the amount of the Loaned Securities. Borrower shall further be liable to reimburse and pay SCCP the taxes, including the interest and surcharges on the transaction deemed sale, in accordance with BIR Revenue Regulations No. 1-2008.

14.2 Borrower's failure to deliver Manufactured Dividends

Borrower shall be liable to pay to SCCP a corresponding penalty equivalent to Php1,000 + 0.25% of the value of the dividends made on the Loaned Securities.

14.3 Borrower's failure to deliver Additional Collateral

Borrower shall be liable to pay to SCCP a corresponding penalty equivalent to 0.25% of the value of the required Collateral on the first offense, 0.50% of the value of the required Collateral on the second offense, and 1% of the value of the required Collateral on the third and succeeding offenses.

15. TERMINATION

15.1 Termination of delivery obligations upon Event of Default

15.1.1 If an Event of Default occurs in relation to any Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be accelerated so as to require performance thereof at the time such Event of Default occurs (the date of which shall hereinafter be referred to as the "Termination Date" and for the purposes of this clause).

The termination shall be effected only in accordance with the following provisions:

15.1.1.1 the Relevant Value of the Securities which would have been required to be delivered but for such termination (or payment to be made, as the case may be) by each Party shall be established in accordance with paragraph 15.2; and

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15.1.1.2 on the basis of the Relevant Values so established, an account shall be taken (as at the Termination Date) of what is due from each Party to the other and (on the basis that each Party's claim against the other in respect of delivery of Equivalent Securities or Equivalent Collateral or any cash payment equals the Relevant Value thereof) the sums due from one Party shall be set-off against the sums due from the other and only the balance of the account shall be payable (by the Party having the claim valued at the lower amount pursuant to the foregoing) and such balance shall be payable on the Termination Date.

15.1.2 The Borrower hereby unconditionally assigns, transfers, and conveys, by way of security for the full payment of the Borrowers obligations herein, in favor of the Lender, its assigns and successors-in-interest, completely and absolutely without need of any further act on the part of any party, the rights, title, and interests of the Borrower in the Collateral or the Equivalent Collateral to the extent sufficient to cover the unpaid balance of the outstanding obligations effective upon the failure by a Party to deliver the Loaned Securities or Equivalent Securities on the occurrence of any Event of Default or upon termination of the Loan. When the value of the Collateral or the Equivalent Collateral is sufficient to discharge the obligations upon termination, the Loan obligation shall be extinguished. SCCP shall return any excess Collateral to the Borrower after the Loan obligation has been extinguished. In the event the Relevant Value of the Collateral or the Equivalent Collateral is insufficient to pay the obligations of the Borrower, the Loan obligation shall remain outstanding until full payment thereof. This right shall be without prejudice to the exercise of the right provided in paragraph 18, or any other rights or remedies provided by law.

15.2 Determination of delivery values upon Event of Default

For the purposes of paragraph 15.1 the "Relevant Value" of the Securities shall be the market value based on the closing price of the Loaned Securities on Termination Date. In addition to the penalties, fees and charges, SCCP shall charge a compensation value to the Borrower equivalent to 10% of the market value based on the closing price of the Loaned Securities on Termination Date, which shall be paid to the Lender, as premium, upon the occurrence of the Event of Default.

15.3 Other costs, expenses and interest payable in consequence of an Event of Default

The Defaulting Party shall be liable to SCCP for the amount of all reasonable legal and other professional expenses incurred by SCCP, including taxes and

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penalties that may be assessed SCCP, in connection with or as a consequence of an Event of Default.

16. WARRANTIES

Each Party hereby warrants and undertakes to the other on a continuing basis with the intent that such warranties shall survive the completion of any transaction contemplated herein that:

16.1 it is duly authorized and empowered to perform its duties and obligations under this Agreement; provided that a Party acting as a Lender shall have a valid, binding and enforceable Securities Lending Authorization Agreement or any other equivalent agreement, in accordance with SEC rules and regulations, granting a Party to act as Lender over the Securities lent from the commencement of the Loan until the termination or recall of the Securities;

16.2 it is not restricted under the terms of its constitution or in any other manner from lending Securities in accordance with this Agreement or from otherwise performing its obligations hereunder; and

16.3 it is absolutely entitled to pass full legal and beneficial ownership of all Securities provided by it hereunder to Borrower free from all liens, charges and encumbrances.

17. EVENTS OF DEFAULT

17.1 Each of the following events occurring in relation to either Party (the "Defaulting Party", the other Party being the "Non-Defaulting Party") shall be an Event of Default for the purpose of paragraph 15. SCCP will serve notice to the Defaulting Party.

a) Borrower or Lender failing to pay or repay Cash Collateral or deliver Collateral or redeliver Equivalent Collateral or Lender failing to deliver Securities on due date;

b) Lender or Borrower failing to comply with its obligations under

paragraph 7;

c) Lender or Borrower failing to comply with its obligations under paragraph 10;

d) Borrower failing to comply with its obligations to deliver Equivalent

Securities in accordance with paragraph 13;

e) An Act of Insolvency occurring with respect to Lender or Borrower, an Act of Insolvency which is the presentation of a petition for winding up or any analogous proceeding or the appointment of a

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liquidator or analogous officer of the Defaulting Party not requiring the Non-Defaulting Party to serve written notice on the Defaulting Party;

f) Any representation or warranty made by any Party being incorrect or

untrue in any material respect when made or repeated or deemed to have been made or repeated;

g) Lender or Borrower admitting to the other that it is unable to, or it

intends not to, perform any of its obligations under this Agreement and/or in respect of any Loan;

h) Lender (if applicable) or Borrower being declared in default or being

suspended or expelled as a trading participant or clearing member in the PSE or in the SCCP, or suspended or prohibited from dealing in Securities by any regulatory authority;

i) any of the assets of Lender or Borrower or the assets of investors

held by or to the order of Lender or Borrower being transferred or ordered to be transferred to a trustee (or a person exercising similar functions) by a regulatory authority pursuant to any securities regulating legislation.

17.2 SCCP shall notify the Defaulting Party if an Event of Default or an event which, with the passage of time and/or upon the serving of a written notice as referred to above would be an Event of Default, occurs in relation to it.

17.3 The provisions of this Agreement constitute a complete statement of the remedies available to each Party in respect of any Event of Default.

17.4 Subject to paragraphs 22.3 and 26 of this Agreement, neither the Borrower nor the Lender may claim any sum by way of consequential loss or damage vis--vis each other in the event of failure by either Party to perform any of its obligations under this Agreement.

18. TERMINATION OF THIS AGREEMENT

Each Party shall have the right to terminate this Agreement by giving not less than 15 Business Days' notice in writing to the other Party (which notice shall specify the date of termination) subject to an obligation to ensure that all Loans which have been entered into but not discharged at the time such notice is given are duly discharged in accordance with this Agreement.

19. SINGLE AGREEMENT

Each Party acknowledges that, and has entered into this Agreement and will enter into each Loan in consideration of and in reliance upon the fact that, all

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Loans constitute a single business and contractual relationship and are made in consideration of each other. Accordingly, each Party agrees:

19.1 to perform all of its obligations in respect of each Loan, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Loans; and

19.2 that payments, deliveries and other transfers made by either of them in respect of any Loan shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Loan.

20. SEVERANCE

If any provision of this Agreement is declared by any judicial or other competent authority to be void or otherwise unenforceable, that provision shall be severed from the Agreement and the remaining provisions of this Agreement shall remain in full force and effect. The Agreement shall, however, thereafter be amended by the Parties in such reasonable manner so as to achieve as far as possible, without illegality, the intention of the Parties with respect to that severed provision.

21. SPECIFIC PERFORMANCE

Each Party agrees that in relation to legal proceedings it will not seek specific performance of the other Party's obligation to deliver or redeliver Securities, Equivalent Securities, Collateral or Equivalent Collateral but without prejudice to any other rights it may have.

22. ACCESS TO CCCS SYSTEM AND NOTICES

22.1 Borrower hereby agrees that it shall comply with any procedures, directives, instructions that may be issued or prescribed by SCCP for the use of the CCCS System.

22.2 Any notice or other communication in respect of this Agreement may be given in any manner set forth below to the address or number or in accordance with the electronic messaging system details set out and will be deemed effective as indicated:

i. if in writing and delivered in person or by courier, on the date it is delivered;

ii. if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender's facsimile machine);

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iii. if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

iv. if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or the receipt, as applicable, is not a Business Day or that communication is delivered (or attempted) or received, as applicable, after the Close of Business on a Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Business Day.

22.3 The Borrower undertakes to indemnify and hold harmless SCCP from and against all losses, damages, deficiencies, claims, costs and expenses including legal fees and all other liabilities arising out of or in connection with acts committed by the Borrower.

22.4 A Party may by notice to the other change the address or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

23. ASSIGNMENT

No Party may charge, assign or transfer all or any of its rights or obligations hereunder without the prior consent of the other Party.

24. NON-WAIVER

No failure or delay by either Party (whether by course of conduct or otherwise) to exercise any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege as herein provided.

25. SURVIVAL

All representations, limitations of liability, releases and indemnifications made or given and all statements and certificates delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other Party and shall survive the termination of each Loan.

26. LIMITATION OF LIABILITY

26.1 SCCP and/or its directors, officers, employees or agents shall not be liable for any losses or damages that may be incurred or suffered by the Borrower, as the case may be, arising from mechanical breakdown, computer or system software malfunction or failure or other failures of equipment howsoever

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caused unless such breakdown or failure shall have been caused by fraud, breach, or negligence directly attributable to SCCP.

26.2 In the absence of negligence, breach, or fraud directly attributable to SCCP and/or its directors, officers, employees or agents, SCCP shall not be liable for any losses (including indirect or unforeseeable loss) arising out of or in relation to the loss, destruction or misdelivery of any Loaned Securities, Equivalent Loaned Securities, Collateral or Equivalent Collateral or any action taken or omitted or purported to be taken or omitted in connection with this Agreement or any delays in carrying out its obligations under this Agreement whether so prevented or delayed by law or any circumstances beyond its control, or any forgery of the Borrowers signature, instructions or requests. In any event, the aggregate liability of SCCP shall not exceed the market value of any Loaned Securities, Equivalent Loaned Securities, Collateral or Equivalent Collateral to which the loss or damage relates, calculated at the time such negligence or fraud is discovered. Regardless of the basis of any claim, in no event will SCCP be liable for any special, indirect, incidental, consequential or punitive damages arising out of or relating to this Agreement, even if informed of such damages.

27. FORCE MAJEURE

27.1 The Parties hereto acknowledge and accept that SCCP is the clearing and settlement facility of the PSE and is the operator of the clearing and settlement system, CCCS System and that SCCP may suspend the operation of the CCCS System and the provision of all ancillary services if for any reason the records of SCCP or the CCCS System are unavailable, inaccessible, delayed or hindered in any manner. In any such event, SCCP shall not be liable for any failure, hindrance or delay in the provision of services or for the failure to give or the delay in giving effect to any notice or communication from the Borrower.

27.2 In the event that any Party is prevented, hindered, or delayed in its performance of any part of this Agreement due to an event of force majeure, that Party shall be excused from performance during the existence of such cause, and shall not be responsible for any incidental or consequential losses or damages suffered by the other Party as a result of such suspended performance; provided, that the Party prevented from or hindered or delayed in performance by any such cause shall have used its best efforts to avoid, overcome, mitigate and offset its effects. The Party so prevented from or hindered or delayed in complying herewith shall immediately give written notice thereof to the other Party and shall continue to take any action within its power to comply as fully as possible herewith. Force majeure, for purposes of this Agreement, shall include without limitation, acts of God or public enemy, acts of a civil or military authority, natural disasters, embargos, industrial action, fires, floods, mechanical breakdowns, computer or system failure or sabotage, delay or inability to act by any registrar, interruptions of power supplies or other utility or services, currency

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restrictions, any law, regulation or order of any government, competent authority or any court or tribunal, war or terrorism.

28. GOVERNING LAW

28.1 This Agreement is governed by, and shall be construed in accordance with, Philippine law, without giving effect to conflicts of laws principles.

29. TIME

Time shall be of the essence in this Agreement.

30. REGISTRATION OF THIS AGREEMENT

Each Party:

a) agrees to comply with such regulations as may be issued from time to time by the Bureau of Internal Revenue including, for the avoidance of doubt, Revenue Regulations No. 1-2008 which prescribe the guidelines and conditions for the tax treatment of Securities Borrowing and Lending transactions involving Securities listed on the PSE (the "BIR Regulations");

b) represents, warrants and agrees that the specified purpose or purposes for which the borrowed Securities will be used are one or more of the Specified Purposes as defined in section 6(f) of the BIR Regulations; and

c) agrees to co-operate with the other Party to register this Agreement prior to entering into the first Securities Borrowing and Lending transaction involving Philippine Securities, in accordance with section 8(a) of the BIR Regulations and any applicable time limits, including, for the avoidance of doubt, the requirement in section 8(c) of the BIR Regulations that registration of this Agreement be made within two (2) weeks if executed in the Philippines and within one (1) month if executed outside the Philippines.

31. WAIVER OF IMMUNITY

Each Party hereby waives all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, attachment (both before and after judgement) and execution to which it might otherwise be entitled in any action or proceeding in the courts of the Philippines or of any other country or jurisdiction relating in any way to this Agreement and agrees that it will not raise, claim or cause to be pleaded any such immunity at or in respect of any such action or proceeding.

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32. DISPUTE RESOLUTION

All controversies or claims arising out of or relating to this Agreement or breach thereof shall be resolved in accordance with the following procedures:

a) For a period of thirty (30) days after the receipt by one Party of a notice from the other Parties of the existence of the dispute, the Parties shall settle such dispute in the first instance by mutual discussions among representatives of each Party familiar with this Agreement.

b) If the dispute cannot be resolved by such representatives within thirty (30) days, it shall be finally settled by expedited arbitration before the Philippine Dispute Resolution Center, Inc. (PDRCI) by three (3) arbitrators (collectively, the Tribunal) designated in writing by the Parties, in accordance with the arbitration laws of the Philippines, as supplemented by the PDRCI rules of the domestic arbitration.

c) The Parties shall designate one arbitrator each to constitute the Tribunal. Judgments upon the award rendered by the Tribunal may be entered in a court of competent jurisdiction.

d) Each Party shall equally bear the cost of the arbitration (exclusive of legal fees and expenses, which each Party shall bear separately). The arbitration shall be conducted exclusively in [place] and the language of arbitration shall be English.

e) The award rendered by the Tribunal shall be in writing, signed by the arbitrators, and shall set forth in reasonable detail the facts of the dispute and the reasons for the Tribunals decision. The Parties agree that the arbitrators shall have full discretion to determine the time limit for rendering an award. The award rendered in any arbitration commenced hereunder shall be final and binding upon the Parties.

33. TAXES

The Parties agree to promptly pay, and to indemnify and hold the SCCP harmless from all license fees, registration fees, taxes, levies, imposts, duties, assessments or charges (including penalties and fines) which may be imposed prior to and during the Loan by any national or local government or Philippine taxing authority upon or with respect to this Agreement.

The applicable VAT shall be for the account of the Borrower. The Parties shall comply with the applicable withholding income tax requirements in accordance with pertinent revenue regulations of the BIR.

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34. AMENDMENTS

The Parties hereto agree that any amendment, insofar as mutually acceptable, shall be incorporated in this Agreement and any supplementary agreement thereto. No amendment with respect to this Agreement will be effective unless with 30-day prior written notice and consented to in writing by each of the Parties.

35. MISCELLANEOUS

35.1. This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

35.2. The Party (the "Relevant Party") who has prepared the text of this Agreement for execution warrants and undertakes to the other Party that such text substantially conforms to the text of the standard form Global Master Securities Lending Agreement posted by the International Securities Lenders Association on its website on 9th October 2000 except as notified by the Relevant Party to the other Party in writing prior to the execution of this Agreement, or as may be required by Philippine laws.

35.3. The obligations of the Parties under this Agreement will survive the termination of any Loan.

35.4. The warranties contained in paragraphs 16, 22.3, 26 and 33 will survive termination of this Agreement for so long as any obligations of either of the Parties pursuant to this Agreement remain outstanding.

35.5. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

35.6. This Agreement (and each amendment in respect of it) may be executed and delivered in counterparts, each of which will be deemed an original.

35.7. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.

35.8. The Parties to this Agreement hereby waive their rights under Republic Act 1405, as amended, otherwise known as the Law on Secrecy of Bank Deposits, to the extent necessary to implement the provisions of this Agreement.

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IN WITNESS WHEREOF: The following Party, through its representative, has signed this Agreement on the _____ day of ____________, 2009 in ____________________________.

Securities Clearing Corporation of the Philippines

By:

____________________ FRANCISCO ED. LIM

President & CEO

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) City of Makati ) s.s. BEFORE ME, a Notary Public for and in Makati, Metro Manila, on the date and place first above written, appeared:

Name

Competent Evidence of Identity Community Tax Certificate

Type of ID ID Number and Expiry Date (if

applicable)

Number Date/Place Issued

personally known to me and who represented to me that they are the same persons who signed the foregoing Multilateral Master Securities Lending Agreement, and acknowledged to me that the same is their free and voluntarily act and deed, as well as that of the people they represent, for the uses and purposes set forth herein. I further certify that said Multilateral Master Securities Lending Agreement consists of ___ pages, including this one and signed by the above-mentioned parties and their witnesses.

WITNESS MY HAND AND NOTARIAL SEAL at the place and on the date first above written. Doc. No. _____; Page No. _____; Book No. _____; Series of 2009.

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IN WITNESS WHEREOF: The following Party, through its representative, has signed this Agreement on the _____ day of ____________, 2009 in ____________________________.

[Signature]

[Name of Trading Participants representative] [Name of Trading Participant]

ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES) City of Makati ) s.s. BEFORE ME, a Notary Public for and in Makati, Metro Manila, on the date and place first above written, appeared:

Name

Competent Evidence of Identity Community Tax Certificate

Type of ID ID Number and Expiry Date (if

applicable)

Number Date/Place Issued

personally known to me and who represented to me that they are the same persons who signed the foregoing Multilateral Master Securities Lending Agreement, and acknowledged to me that the same is their free and voluntarily act and deed, as well as that of the people they represent, for the uses and purposes set forth herein. I further certify that said Multilateral Master Securities Lending Agreement consists of ___ pages, including this one and signed by the above-mentioned parties and their witnesses.

WITNESS MY HAND AND NOTARIAL SEAL at the place and on the date first above written. Doc. No. _____; Page No. _____; Book No. _____; Series of 2009.

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35

SCHEDULE A

[List the names of all trading participants who will be parties to the Multilateral MSLA with SCCP as a Lending Agent. The office addresses, names of the

authorized representative, and their positions/titles should be specified.]

1. APPLICABILITY1.1 The terms of this Multilateral Master Securities Lending Agreement (the Agreement) govern transactions between a Lender and a Borrower through SCCP as Lending Agent where one Party ("Lender") transfers to the other ("Borrower") Securities against the transfer of Collateral (as defined in paragraph2) with an agreement by Borrower to transfer to Lender Securities equivalent to such Securities on a fixed date or on demand against the transfer to Borrower by Lender of assets equivalent to such Collateral. SCCP shall act as Lending Agent whereby it shall act on behalf of a client with respect to the borrowing and lending of Securities.1.2 Each such transaction shall be referred to in this Agreement as a "Loan" and shall be governed by the terms of this Agreement, including the supplemental terms and conditions contained in the Schedule and any addenda or annexes attached hereto, unless otherwise agreed in writing.

2. INTERPRETATION2.1 In this Agreement:-(i) its making a general assignment for the benefit of, or entering into a reorganization, arrangement, or composition with creditors; or (ii) its stating in writing that it is unable to pay its debts as they become due; or (iii) its seeking, consenting to or acquiescing in the appointment of any trustee, administrator, receiver or liquidator or analogous officer of it or any material part of its property; or (iv) the presentation or filing of a petition in respect of it (other than by the other Party to this Agreement in respect of any obligation under this Agreement) in any court or before any agency alleging or for the bankruptcy, winding-up or insolvency of such Party (or any analogous proceeding) or seeking any reorganization, arrangement, composition, re-adjustment, administration, liquidation, dissolution or similar relief under any present or future law or regulation, such petition not having been stayed or dismissed within 30 days of its filing (except in the case of a petition for winding-up or any analogous proceeding in respect of which no such 30 day period shall apply); or(v) the appointment of a receiver, administrator, liquidator or trustee or analogous officer of such Party over all or any material part of such Party's property; or(vi) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement as contemplated under Philippine laws and regulations on insolvency and corporate rehabilitation;

2.2 Headings2.3 Market terminology2.4 Currency conversions2.5 The Parties confirm that introduction of and/or substitution (in place of an existing currency) of a new currency as the lawful currency of a country shall not have the effect of altering, or discharging, or excusing performance under any term of the Agreement or any Loan thereunder, nor give a Party the right unilaterally to alter or terminate the Agreement or any Loan thereunder. Securities will for the purposes of this Agreement be regarded as equivalent to other Securities notwithstanding that as a result of such introduction and/or substitution those Securities have been redenominated into the new currency or the nominal value of the Securities has changed in connection with such redenomination.2.6 Modifications to legislation

3. PURPOSES OF SECURITIES BORROWING AND LENDINGa) To facilitate the settlement of regulated short sale transactions defined and effected in accordance with the rules and regulations of the PSE, whether on its own account or for the account of the Borrowers client;b) To facilitate the settlement of a regular sale of Philippine shares of stock/securities effected in the Philippines; c) For replacement in whole or in part of Securities obtained by the Borrower under another Securities Borrowing and Lending agreement;d) On-lending of borrowed Securities to another Borrower who has effected another Securities Borrowing and Lending agreement;e) Securities financing and Collateral pledging;

4. THE SBL MODULE5. LOANS OF SECURITIES6. DELIVERY6.1 Delivery of Securities on commencement of Loan6.2 Requirements to effect delivery and transfer of rights, title, and interest6.3 Deliveries of Incomea) In case of the Income being paid in respect of Loaned Securities, such Securities shall be added to such Loaned Securities and will not be delivered to the Lender until the end of the borrowing period. For cash distributions made on or in respect of the Loaned Securities, the Borrower shall pay the Lender any amount of cash distributions on the date such distribution is made. b) In case of Income being paid in respect of Securities posted as Collateral, such Income shall be directly credited to the Borrower by the PDTC since Securities Collateral remains in the collateral account of the Borrower, blocked by SCCP for the account of the Lender.c) In case of Income being paid in respect of any Cash Collateral invested by SCCP, SCCP shall credit to the Borrower a rebate on any accruing interest income less deductions and withholdings as may be required by law. Any rebate will be credited at the end of the borrowing period.

7. COLLATERAL7.1 The Collateral Management System7.2 Delivery of Collateral on commencement of Loan7.3 Deliveries through payment systems generating automatic payments(i) such automatically generated payment, delivery or obligation shall be treated as a payment or delivery by the transferee to the transferor, and except to the extent that it is applied to discharge an obligation of the transferee to effect payment or delivery, such payment or delivery, or obligation to pay or deliver, shall be deemed to be a transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, made by the transferee until such time as the Collateral or Equivalent Collateral is substituted with other Collateral or Equivalent Collateral if an obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral; and(ii) the party receiving such substituted Collateral or Equivalent Collateral, or if no obligation to deliver other Collateral or redeliver Equivalent Collateral existed immediately prior to the transfer of Securities, Equivalent Securities, Collateral or Equivalent Collateral, the Party receiving the deemed transfer of Collateral or redelivery of Equivalent Collateral, as the case may be, shall cause to be made to the other Party for value the same day either, where such transfer is a payment, an irrevocable payment in the amount of such transfer or, where such transfer is a delivery, an irrevocable delivery of Securities (or other property, as the case may be) equivalent to such property.

7.4 Substitutions of Collateral7.4.1 SCCP shall allow the Borrower, within the borrowing period, to withdraw Collateral equivalent to any Collateral delivered at any time provided that at the time of such withdrawal, Borrower shall have delivered Alternative Collateral acceptable to SCCP. Otherwise, Collateral withdrawal will be rejected by the system.(i) the aggregate Market Value of the Collateral, which is marked to market in the CCCS System, delivered to or deposited in the Collateral Account of the Borrower ("Posted Collateral") in respect of all Loans outstanding under this Agreement shall equal the aggregate of the Market Value, which is marked-to-market in the CCCS System, of the Loaned Securities and the applicable Margin Rate of 110% in respect of such Loans; (ii) if upon SCCPs performance of Collateral valuation on any Business Day, the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement exceeds the aggregate of the Required Collateral Values in respect of such Loans the Borrower shall at any time be allowed to withdraw the excess amount; (iii) if upon the Collateral valuation of SCCP, the aggregate Market Value of the Posted Collateral in respect of all Loans outstanding under this Agreement falls below the aggregate of Required Collateral Values in respect of all such Loans, Borrower shall be required to provide such further Collateral in its Collateral Account as will eliminate the deficiency.

7.6 Timing of repayments of excess Collateral or deliveries of further Collateral7.6.1 Where any further Collateral fails to be repaid or redelivered (as the case may be) within the prescribed deadline, SCCP shall effect the imposition of fines and penalties as provided under the SCCP rules and the required Collateral shall be delivered on the same Business Day as the relevant demand.7.6.2 Excess Collateral comprising Securities withdrawn by the Borrower shall be deemed to have been delivered by SCCP to the Borrower upon the credit of such Securities in the Securities account of the Borrower.

8. FORCED RECALL Forced Recall is an instruction available for SCCP to execute under the following instances:

9. SUSPENSION10. DISTRIBUTIONS AND CORPORATE ACTIONS 10.1 Manufactured Payments 10.2 Income in the form of Securities 10.3 Exercise of voting rights 10.4 Corporate actions

11. RATES APPLICABLE TO LOANED SECURITIES AND CASH COLLATERAL11.1 Rates in respect of Loaned Securitiesa) The daily borrowing fee which shall be payable by the Borrower to SCCP for the entire duration of the Loan, subject to the applicable value-added tax (VAT). It is computed as follows:The borrowing fee rate is based on the average 91-day Treasury bill rate. The borrowing fee is payable upon the termination of the Loan.b) A daily lending fee of 90% of the daily borrowing fee (inclusive of any applicable VAT) will be credited by SCCP to the Lender upon the termination of the Loan. c) The remaining 10% of the daily borrowing fee (inclusive of any applicable VAT) shall be retained by SCCP as daily Lending Agents fee.

11.2 Payment of rates

12. TERMINATION OF A LOAN(a) Immediately upon redelivery to SCCP of all Loaned Securities by the Borrower in the form of Equivalent Loaned Securities.(b) Where a Loan is terminated by the SCCP through the execution of a Forced Recall and immediately upon the expiration of the deadline set forth by SCCP in its Forced Recall instruction.(c) Where a Loan is terminated by the Lender through the execution of a manual recall instruction and immediately upon the expiration of the deadline set forth by the Lender in its recall request instructions. (d) Where termination is at the request of the Borrower upon the execution of a manual reimbursement and immediately upon the expiration of the deadline set forth by the Borrower in its reimbursement request instructions. (e) Upon the occurrence of an Event of Default; provided that redelivery of all Loaned Securities does not terminate the Borrowers responsibility to fulfil any and all of its other obligations under this Agreement accruing until the time of redelivery.

13. REDELIVERY OF EQUIVALENT SECURITIES 13.1 Delivery of Equivalent Securities on termination of a Loan 13.2 Lender's right to terminate a Loan13.2.1 Subject to provisions herein, and relevant rules and regulations, Lender shall be entitled to terminate a Loan and to call for the redelivery of all Equivalent Securities by executing a manual recall instruction in the CCCS System at any time during the borrowing period. 13.2.2 Lender shall provide a period of not less than the standard settlement time for the Borrower to redeliver the Equivalent Securities.13.2.3 Upon the redelivery of the Equivalent Securities by the Borrower, SCCP shall credit the Equivalent Securities to the Securities account of the Lender; in addition, SCCP shall also release the Collateral deposited by the Borrower in his Collateral account and terminate the Loan. 13.2.4 Failure by the Borrower to redeliver the Equivalent Securities on the date specified by the Lender shall constitute an Event of Default which shall be treated as a transaction deemed sale under BIR Revenue Regulations No. 1-2008.

13.3 Borrower's right to terminate a Loan13.4 Redelivery of Collateral on termination of a Loan13.5 Redelivery obligations to be reciprocal

14. FAILURE TO REDELIVER14.1 Borrower's failure to redeliver Equivalent Securities14.2 Borrower's failure to deliver Manufactured DividendsBorrower shall be liable to pay to SCCP a corresponding penalty equivalent to Php1,000 + 0.25% of the value of the dividends made on the Loaned Securities. 14.3 Borrower's failure to deliver Additional Collateral Borrower shall be liable to pay to SCCP a corresponding penalty equivalent to 0.25% of the value of the required Collateral on the first offense, 0.50% of the value of the required Collateral on the second offense, and 1% of the value of the required Collateral on the third and succeeding offenses.

15. TERMINATION15.1 Termination of delivery obligations upon Event of Default15.1.1 If an Event of Default occurs in relation to any Party, the Parties' delivery and payment obligations (and any other obligations they have under this Agreement) shall be