Bahn mito -0 mS Es = JOINT VENTURE AGREEMENT between ba) NATIONAL HOUSING AUTHORITY WAyalaLand August 27, 2009 Makati City, PhilippinesJOINT VENTURE AGREEMENT FOR THE DEVELOPMENT AND DISPOSITION OF A PORTION OF THE NORTH TRIANGLE PROPERTY This Joint Venture Agreement (“Agreement’) is made and executed this 27th day of August, 2009 in Makati City, by and between: The NATIONAL HOUSING AUTHORITY, a government corporation created under Presidential Decree No. 757 dated 31 July 1975, with principal office at NHA Compound, Elliptical Road, Diliman, Quezon City, represented herein by its General Manager, Hon. FEDERICO A. LAXA, and hereinafter referred to as the “NHA” and AYALA LAND, ING., a corporation duly organized and existing under and by virtue of the laws of the Republic of the Philippines, with principal office at Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City, represented by its Attorneys-in-Fact, ANTONINO. T. AQUINO and JOSE EMMANUEL H. JALANDONI and herein referred to as “ALI” or the “DEVELOPER.” RECITALS (A) NHAis the registered owner of three (3) parcels of land commonly referred to as the “North Triangle Property” located in Diliman, Quezon City, Metro Manila, bounded by Epifanio De Los Santos Avenue (EDSA), North Avenue, Agham Road, and Quezon Boulevard, with an aggregate area of approximately 415,298 square meters, more or less, and covered by Transfer Certificates of Title (TCT) Nos. 309574, 309816, and 309814 of the Register of Deeds of Quezon City, copies of which are hereto attached as Annexes “A”, “B” and “C” , respectively. A portion of the North Triangle Property with an aggregate area of 11,926 square meters, more or less, as delineated in Appendix Il hereof is covered by a usufruct in favor of the Metropolitan Manila Development Authority (the "MMDA Area’), and another portion of the North Triangle Property with an aggregate area of 70,000 square meters, more or less, as delineated in Appendix II hereof is covered by a usufruct in favor the Manila Seedling Bank Foundation, Inc. (the “MSBF Area). The remaining portion of the North Triangle Property with an aggregate area of 296,655 square meters, more or less (the "NSJB Area”) as delineated in Appendix II hereof{s t! subject of a lease in favor of New San Jose Builders, Inc. ("NSJB")(B) On 04 December 2006, the NHA Board of Directors has granted management the authority to renegotiate the lease of NSJB to develop and dispose through public bidding the NSJB Area, the actual land area of which, after survey, has been determined to be 291,829 square meters (the “Project Area’) as delineated in Appendix Il hereof, to a third party under a contractual joint venture arrangement, provided that NHA respects the following rights granted to NSJB by virtue of the lease: (i) the right to match the best bid, and (ji) the right to be reimbursed any and all amounts which NSJBI may have already spent for the development of the NSJB Portion (the "NSJB Rights"). In a letter dated 08 January 2007 NSJBI agreed in principle to the same. In connection with the proposed development and disposition of the Project Area, the NHA Board of Directors under Resolution No. 5036 dated 05 March 2007 has approved the proposed base price thereof at Twenty One Thousand Pesos (PhP21,000.00) per square meter and the proposed Terms of Reference that will govern the public bidding of the Project Area, and under Office Order No. 8464 dated 26 August 2008 created the NHA Joint Venture- Selection Committee (the “NHA JV-SC"), to conduct the public bidding, among others, pursuant to Section 8 of Executive Order No. 423 dated 30 April 2008 and the Guidelines and Procedures for Entering Into Joint Venture Agreements Between the Government and Private Entities issued by the National Economic Development Authority (the "NEDA JV Guidelines’). (C) On 03 October 2008, the NHA JV-SC caused to be published an “Invitation to Apply for Eligibility and to Submit a Proposal” for the financing, planning, development and disposition of the Project Area. The NHA, however, in its Resolution dated 21 October 2008, declared a failure of bidding after only one entity submitted a Letter of Intent and Application for Eligibility. (D) A second invitation for the same project was published on 10 November 2008. Of the two prospective bidders, namely, ALI and Century Properties, Inc., only ALI submitted its eligibility requirements, prompting the NHA JV-SC to declare a second failure of bidding in its Resolution No. JV-SC-2008-03. The NHA JV-SC likewise recommended to management either to pursue another competitive bidding or resort to limited negotiation. In the exercise of management authority and discretion, the General Manager of NHA opted for limited negotiation and on 28 November 2008, ALI was declared eligible to bid. On 12 December 2008, the NHA JV-SC issued Resolution No. JV-SC-2008-05, declaring ALI eligible to submit proposals. (E) ALI submitted its Technical and Financial Proposals on 27 March 2009, which were later found by the NHA JV-SC to be compliant with the technical requirements of the project, subject only to the submission of written clarificatory statements on issues raised. On 03 July 2009, after (i) the submission by ALI of its revised proposal dated 30 June 2009 which the NHA JV-SC, through Resolution No. 2009-08 recommended to!management the approval of, and (i) the presentation by ALI of enhanced proposals dated 02 July 2009 before the meeting of the NHA Board of Directors (the Technical and Financial Proposals of ALI, as revised, are hereinafter collectively referred to as the "AL! Proposal’), the NHA in Board Resolution No. 5187 found the ALI Proposal to be generally compliant to the Terms and Conditions of the Project and approved the same, subject to inquiry from the Office of the Government Corporate Counsel ("OGCC") if the proposal shall still be subject to challenge by other proponents pursuant to NEDA JV Guidelines. (F) The OGCC, under Opinion No. 155, Series of 2009, rendered an opinion that the AL! Proposal does not have to be subjected to competitive challenge as described under Annex C of the NEDA JV Guidelines. (G) (On July 14, 2009, the NHA issued a notice to ALI informing the latter that the NHA has approved the ALI Proposal and undertaking to immediately apprise ALI of the option which NSJB will take in respect of its fight to match the ALI Proposal so that the Parties may proceed with appropriate action in accordance with the Terms of References and the NEDA JV Guidelines. (H) (On August 14, 2009, NSJB opted not to exercise its right to match the ALI Proposal and agreed to waive the NSJB Rights pertaining to the Project Area and the contracts governing the same subject to its receipt of compensation in the amount of P500,000,000.00, and other conditions stated in the corresponding waiver of leasehold rights, a copy of which is incorporated by reference, and attached/made integral part hereof as Annex “D” NOW THEREFORE, for and in consideration of the foregoing premises, and of the mutual covenants, agreements and stipulations hereinafter set forth, the parties hereto have agreed as follows: PRELIMINARY ARTICLE. In interpreting the provisions of this Agreement, the terms used herein shall have the meaning ascribed thereto in, and the construction of the provisions shall be made in accordance with, Appendix 1 hereof. 14 ARTICLE I: THE PROJECT The Project Area. The Project shall be developed on the Project ‘Area. The technical descriptions of the Project Area is attached hereto as Appendix Il, For this purpose, the NHA shall cause the subdivision and segregation of the Project Area from the North Triangle Property of which it forms a part, andthe issuance of a new transfer certificate of title covering the cored 3 Ze AL12 13 It is understood that the AL! Proposal was submitted essentially on the premise that the Project Area has a commercially developable land area of 291,829 square meters, free and clear of all Encumbrances. Accordingly, in the event that after verification and titing, the actual commercially developable land area of the Project ‘Area shall be greater than 291,829 square meters, the Conveyance Value of the Project Area as NHA’s contribution to the Project shall accordingly be adjusted upward; however, in the event that the actual commercially developable land area of the Project Area shall be greater than 291,829 square meters, the Conveyance Value of the Project Area as NHA’s contribution to the Project shall accordingly be reduced. As used herein, “actual commercially developable land area shall be the gross land area” of the Project Area less areas covered by (i) Encumbrances, (ii) areas occupied by existing roads, sidewalks and major thoroughfares, or otherwise reserved for any road widening project of the Government, (i) areas reserved for setbacks and legal easements as required by law, (iv) creeks, canals or other like easements. General Description of Project. The Project shall be developed, generally, in accordance with the ALI Proposal subject to the completion of the Conditions Precedent. It shall consist of the planning, development and construction of the Project Area into a mixed-use complex and the installation and provision of utilities and facilities for the use and benefit of the locators, residents or occupants therein, and shall include the master planning of the intended development of the Project Area, as well as the undertaking of the land development, the design and construction of the internal road network, open space, infrastructure, amenities and facllities of all Phases of the Project, and the marketing and sale of the Project and component parts thereof. Based on an estimated land efficiency ratio of 59.31% as contemplated in the ALI Proposal, the Project Area is expected to have a total salable area of 173,077 square meters, more or less; further, based on a proposed average FAR of 10 for the development of the Project Area, the development of the Project Area is estimated to have a total salable gross floor area of 1,730,770 square meters, more or less. All costs and expenses for the engagement of the services of technical personnel, securing of clearances, permits and licenses (other than the Government Approvals), undertaking appraisals, testing and similar undertaking shall be for the account of ALI. ALI shall likewise furnish or cause to be furnished all labor materials and equipment necessary to complete all development works to be undertaken in Phases in accordance with the Master Plan and the Project’s work program. Community Initiative Approach Program. As a vital component of the Project, it shall likewise include the clearing and relocation by, NHA of the informal settler families in the Project Area (the “NHA J”14 2A Relocation Program’) under the Community Initiative Approach Program of the NHA. The NHA shall be solely responsible for this undertaking and agrees to indemnify and hold ALI free and harmless from any claim, action, damage or expense which may result therefrom. For the purpose hereof, ALI agrees to finance the NHA Relocation Program to the extent of the amount of the Relocation Fund which it shail deliver pursuant to Appendix IV, and subject to the provision by NHA of an NHA Security substantially in the form attached hereto as Annex “E.” The NHA Security shall stand and answer for any failure or inability of NHA to fulfil the Conditions Precedent (including its failure to complete the NHA Relocation Program and deliver clean and vacant possession of the Project Area by Closing) oF failure to comply or default by NHA in any of the terms of this Agreement. NHA undertakes to sign and execute with the applicable owner/developer and the community associations the relevant documents for the purpose of implementing the NHA Relocation Program immediately after the execution of this Agreement. Residential Pump-Priming Phase. In order to pump-prime the development of the Project, the Project shall include the constitution and construction of a residential development (the “RPP Phase") as part of the initial phases of the Project, subject to market conditions and the determination by ALI of the specifications thereof. ARTICLE Il: CLOSING AND CONDITIONS PRECEDENT Closing. The Parties acknowledge that Closing shall occur, and the obligation of ALI to cause the development of the Project Area or any Phase thereof shall commence, at 11:00AM of the 2°! Business Day following the date at which the Conditions Precedent shall have been fulfilled, which date shall be no later than the Prescribed Closing Date. At Closing, the Parties’ duly authorized officers shall meet at the offices of NHA (or such other location as the parties may mutually agree) and on said date: (a) NHA shall deliver to ALI: () all documents, instruments evidencing the fulfillment of the Conditions Precedent; certificate(s) of title and tax declaration(s) covering the yo (ii) the original owner’s duplicate of the rng 5 ea22 Project Area, free and clear of all Encumbrances other than the encumbrance constituted by this Agreement pursuant to Article 2.2(c) hereof, (ii) full, clear and vacant possession of the Project Area, free and clear of all Encumbrances and occupants; (b) ALI shall deliver to NHA that portion of the Relocation Fund as specified in Appendix IV hereof, (©) the Parties shall execute such other documents as shall be necessary or desirable to enable ALI to take full possession and control of, and commence development on, the Project Area. Conditions Precedent. The following shall constitute conditions precedent to Closing (the “Conditions Precedent’) (a) NHA shall have secured and obtained: (i) the Zoning Certification; (i) the resolution or judgment of the relevant court, dismissing with finality in favor of NHA, the Third Party Claims; (iii) the new transfer certificate of title and tax declaration covering the Project Area as segregated and subdivided from the North Triangle Property of which it forms a part, free of all Encumbrances; (iv) the correction and rectification of any errors pertaining to the titles and/or survey plans covering the Project Area; (b) _NHA shall have completed the NHA Relocation Program, and otherwise cleared the Project Area of structures and ‘occupants; (c)_NHA shall have caused the annotation of this Agreement on the transfer certificate(s) of title covering the North Triangle Property within thirty (30) days from execution of this Agreement; (d) NHA shall have provided ALI all necessary or desirable authorities and access to the Project Area and the records of NHA to enable ALI to satisfactorily complete its, Due Diligence Audit and obtain the Government. ‘oral 2a : a v23 Non-fulfillment of Conditions Precedent. In the event that the Conditions Precedent are not fulfilled by the Prescribed Closing Date, ALI shall have the option (but not the obligation) to, either (as applicable}: (a) (b) (c) (a) terminate this Agreement in full and exercise its rights against the NHA Security pursuant to the terms thereof; or terminate this Agreement in part with respect to that portion of the Project Area to which the unfulfilled Conditions Precedent apply and exercise its rights against the NHA Security pursuant to the terms thereof and to the extent of such partial termination; accordingly — (i) the Project Area shall be deemed reduced to the extent of and by that portion to which the unfulfilled Conditions Precedent apply; (ii) with respect to that portion of the Project Area to which the Conditions Precedent are deemed fulfilled, this Agreement shall continue to govern but shall be deemed automatically adjusted, such adjustment to include a reduction in the Conveyance Value of the Project Area (as reduced) and the Allocation of NHA; (iii) the Parties shall proceed to effect a partial Closing for the reduced Project Area; or extend the Prescribed Closing Date for the fulfillment of the Conditions Precedent to such date as shall be determined by ALI, in which case the term “Prescribed Closing Date” under this Agreement shall be deemed amended to such later date as shall be determined by ALI; or extend the Prescribed Closing Date for the fulfillment of the Conditions Precedent only with respect to that portion of the Project Area to which the unfulfilled Conditions Precedent apply to such date as shall be determined by ALI, and proceed to effect a partial Closing with respect to the portion of the Project Area to which the Conditions Precedent could be deemed to have been fulfilled; accordingly— (i) the development of the Project shall be deemed suspended for that portion of the Project Area to which the unfulfilled Conditions Precedent apply until such time as the Conditions Precedent are fulfilled; (ii) the Project shall proceed as to that portion of the Project Area to which the a Precedent are deemed to have been fulfille I 7 Le Ae y~34 3.2 (ii) in the event that, notwithstanding such suspension, NHA continues to be unable to fulfill the Conditions Precedent by the extended Prescribed Closing Date (or any further extension thereof), ALI may exercise its right under Article 2.3(b) above. ARTICLE Ill: CONTRIBUTION AND ALLOCATION Contributions of the Parties. Each of the Parties shall contribute to the development of the Project as follows: (a) _NHA’s Contribution. In consideration of the receipt by NHA of its Allocation as a return on its contribution, NHA shall contribute to the Project: (i) all of its rights, title and interest in and to the Project Area, free and clear of Encumbrances, which shall have an agreed conveyance value of Pesos: 21,000 per square meter; to effect the contribution of the Project Area, NHA shall deliver and transfer to ALI vacant physical possession and control of the Project Area at Closing; and (ii) such resources, efforts and expertise in implementing the NHA Relocation Program. (b) ALI’s Contribution. In consideration of the receipt by ALI of its Allocation as a return on its contribution, ALI shall: (i) develop the Project and provide the necessary cash to. finance the same, and finance the NHA Relocation Program by making available to NHA, and deliver the Relocation Fund in accordance with Appendix IV; (i) provide the necessary expertise and be responsible for the over-all management of the Project according to the ALI Proposal Return on Contributions. In retum for their respective contributions to the Project, the Parties shall partition their respective interests in the Project and receive each of their Allocations as follows: (a) NHA’s Allocation. For each Phase (other than the RPP Phase), NHA shall receive an Allocation in the form of Developed Lots with an aggregate Reference Value of approximately 28.2771% of the total “yee Value of all 8 a WA.3.3 34 44 Developed Lots in such Phase. For the RPP Phase, NHA shall receive its Allocation in the same ratio computed based on the RPP Value. (b) ALI’s Allocation. For each Phase (other than the RPP Phase), ALI shall receive an Allocation in the form of Developed Lots with an aggregate Reference Value of approximately 71.7229% of the total Reference Value of all Developed Lots in such Phase. For the RPP Phase, ALI shall receive its Allocation in the same ratio computed based on the RPP Value. (c) Allocation of Road Lots and Open Space. All road lots, easements, utilities, facilities and open space in the Project shall be ceded to and registered in the name of ALI as developer, subject to the condition that ALI shall grant a perpetual right of way easement through such roads for the benefit of the Project, and impose such reasonable rules and regulations to govern the operation thereof. Manner of Distribution of Allocation. For the purpose of receiving their respective Allocations, NHA and ALI shall choose the Developed Lots to be respectively allocated to them and for the purpose of effecting the distribution, the Parties shall execute a Deed of Partition for each Phase in the form of attached hereto as Annex “F.” Restrictions. The Developed Lots in each Phase and the developed units constituted pursuant to the RPP Phase to be received by either Party as their respective Allocations shall be subject to restrictions, covenants and limitations consistent with the character and vision for the Project. ARTICLE IV: FUNCTIONS AND RESPONSIBILITIES OF THE PARTIES ALI’s Functions and Responsibilities. From and after Closing, ALI shall be responsible for causing, overseeing and coordinating the performance of all the necessary work for the purpose of constructing, developing and completing the Project. For this purpose, and without limiting the generality of the foregoing, ALI shall (a) at its sole cost, commence and complete a technical and legal Due Diligence Audit of the Project Area; required for the construction, development and completion of ° } (b) provide and obtain the appropriate and necessary financing, 6) Le(c) (@) (e) () (9) (h) @ the Project, including for the payment of bonds, insurance, salaries and compensation and for the processing and settlement of all bills relating to the cost of the construction and development of the Project; develop and manage the development of the Project Area; cause its consolidation and subdivision into such Phase or Phases as ALI shall determine to be best suitable for the implementation of the Project; engage the services of consultants/experts to prepare the Master Plan for the approval of ALI and NHA (which approval shall not be unreasonably withheld or delayed) and coordinate and evaluate their work for the purpose of effecting the completion of the Project; commence construction activities only after the acquisition of the ECC; cause the planning, design and construction of the internal road network of the Project Area, landscaping, common areas, open space, infrastructure and facilities for common use based on the requirements of the Project; cause the planning, design and construction of Developed Lots, including their building and interior specifications and over-all design and concept; and comply with the legal requirements applicable to the use, manner and concept of development which ALI shall choose for the Project Area; subject to compliance with the minimum requirements required under relevant laws, determine the conditions and restrictions to be constituted as voluntary easements governing the use or occupancy of Developed Lots; cause the issuance of separate certificates of title covering such lots; determine, prepare and finalize the applicable deed of restrictions, or any other set of restrictions and conditions which will be applicable to such lots and cause the annotation of the relevant restrictions on the certificate of title covering each Developed Lot; design and develop the RPP Phase as a pump-priming activity subject to market conditions and undertake the marketing and disposition thereof; provide all administrative resources for the submission of project accomplishment reports to NHA for proper evaluation and supervision on the actual implementation; and provide a temporary field office and other related facilities the Project as may be mutually agreed upon by the Partie 10 L-4.2 43 NHA’s Functions and Responsibilities. From and after Closing, NHA shall: (a) make available the Project Area for development, free and clear of Encumbrances; (b) defend the title to the Project Area from and against any and all claims and indemnify and hold ALI and any and all persons acquiring title to the Developed Lots or any portion of the Project Area free and harmless from the same; provide such assistance as may be reasonably required by ALI to secure the Project Area against any and all unlawful entry, unauthorized use, occupancy or construction, and similar condition which shall limit, restrict or otherwise delay the development or utilization thereof by ALI; (©) _ endorse in a timely and expeditious manner all requests of ALI to facilitate the release of necessary permits, licenses and clearances from appropriate agencies; (4) appoint ALI as its exclusive marketing manager for its Allocation, it being understood that it is an essential element of the Project that it be marketed and exhibited to the public as a single development irrespective of the Parties’ respective Allocations, so that the Parties may jointly take advantage of market demands and the strategic attractiveness that is brought about by a larger integrated ‘complex; provided that, nothing herein shall limit NHA from reserving such areas out of its Allocation for its own use; and (e) _ provide any and all forms of reasonable assistance as may be necessary and desirable from a landowner to enable ALI to effect the development of the Project Area. Project Teams. The Parties shall create project teams for the various aspects of the Project (as applicable) for the purpose of jointly monitoring and supervising the implementation thereof. Accordingly, the Parties shall appoint their respective representatives to the project teams as and when necessary. The project teams shall meet as often as necessary depending on the requirements of the Project. However, for the avoidance of doubt, it is understood that the project teams are not vested with any right to amend any of the rights and obligations of the Parties under this Agreement, as it is understood that any amendment of the provisions hereof shall be my mutual agreement of the Parties, and any fight to be exercised hereby shall not be exercisable by the representatives of the Parties to the project teams, but by the duly authorized officers of the Pas ff Lo UES A »6.1 Common Represent ARTICLE V: TIMELY AND COMPLETE PAYMENT OF TAXES. 5.1 Real Property Taxes. Real property taxes and assessments accruing on the Project Area, if any, prior to the execution by the Parties of a Deed of a Partition for each Phase shall be for the account of NHA; provided that, upon the subdivision and partitioning of the Developed Lots in the respective names of the Parties, each of the Parties shall be liable for the payment of the real property taxes and assessments accruing on their respective Allocations. 5.2 Taxes on Income. Any tax on income accruing on the sale and disposition by either Party of their respective Allocations shall be borne by the relevant Party to whom such Allocation pertains. ARTICLE VI: REPRESENTATION, WARRANTIES AND COMMITMENTS, ions. Each of NHA and ALI (in this capacity, each being a “Representing Party’) warrants, represents and covenants to the other Party that: (2) The Representing Party is a corporation duly organized, validly existing and in good standing under the laws of the Philippines. It has all necessary power and authority to carry on its business as presently conducted, to enter into the transactions contemplated hereunder and perform its obligations under this Agreement. It is duly qualified and licensed to do business in the Philippines. (b) The Representing Party is represented by its responsible officers duly empowered by proper authorizations to execute this Agreement on its behalf. The execution and delivery by the Representing Party of this Agreement and the execution and delivery of all documents and instruments required hereunder, and the performance of all acts in accordance herewith, have been duly authorized by all necessary corporate action, and do not contravene or constitute a default under ‘its organizational documents or any agreement, judgment, injunction, order, decree or other instrument binding upon it, or any provision of law or regulation in effect as of the date hereof and at Closing, or subject the performance of its obligations in this Agreement to any Encumbrance, It is in compliance with all applicable laws and goverment approvals which govern its ability to perform its obligations under this “pene 12 Hen Aa acd() (a) (e) @ Other than the Governmental Approvals, the execution and delivery of this Agreement by the Representing Party and the consummation by it of any of the transactions contemplated hereby, do not require or will not require, with respect to it, the consent or approval of, the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of any government authority other than those procured, given, and/or made by the Representing Party prior to the execution hereof. There is no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best of its knowledge, threatened against or affecting it which will have or will reasonably be expected to result in a material adverse effect on its ability to perform its obligations under this Agreement, or the validity or enforceability of this Agreement or the development of the Project. The Representing Party has not commenced negotiations with any one or more creditors with a view to the general readjustment or rescheduling of its indebtedness or made a general assignment for the benefit of or composition with creditors; nor has any action or legal proceedings been started for the bankruptcy, rehabilitation or administration or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer in respect of the Representing Party. There is no suit, action, claim, proceeding of investigation pending or, to the best knowledge of the Representing Party, threatened against it seeking to prevent or challenge the transactions contemplated in this Agreement. The Representing Party, its directors and shareholders are not subject to any judgment, order or decree entered in any lawsuit or proceeding which prevents or has the effect of preventing the Representing Party from fulfilling its obligations under this Agreement The Representing Party has duly and validly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof. The Representing Party undertakes to hold the other Party free and harmless from any loss, damage, cost or expense which may be incurred by reason of any Encumbrance arising from the execution of this Agreement of whatever form or nature, which any third party may haye for any cause or reason not attributable to the ee Party. 6 13 x Cae a w6.2 (9) No representation or warranty by the Representing Party in this Agreement and no information set forth in the Annexes hereto, and no certificate or written statement furnished or to be furnished to the other Party pursuant to this Agreement or in connection with the transactions contemplated hereby, contains any untrue statement of material fact, or omits to state a material fact necessary in order to make the statements contained herein not misleading Additional Representations, Warranties and Commitments of NHA. In addition to its warranties and representations under Article 6.1, NHA warrants, represents and covenants to ALI that: (a) (b) (c) (a) (e) NHA is the registered, lawful and beneficial owner of the Project Area and has all necessary power and authority to ‘own the Project Area. There is no technical description discrepancy in Transfer Certificates of Title Nos. 309574, 309816, and 309814 of the Registry of Deeds of Quezon City and the boundaries of the property covered thereby are correctly described therein. No title or claim overlaps or will overlap Transfer Certificates of Title Nos. 309574, 309816, and 309814 of the Registry of Deeds of Quezon City. NHA has full right, title and authority to grant ALI full and complete physical possession of the Project Area at Closing. No person has or will have any Encumbrance or title which will compete with the right, title and interest of NHA which can prevent ALI, from taking and maintaining full and complete possession, use and control of the Project Area and developing, marketing and selling the same in accordance with this Agreement. NHA shall maintain ALI in peaceful and exclusive possession and control over the Project Area throughout the period of effectivity of this Agreement. NHA has secured the Project Area against any and all unlawful entry, unauthorized use, occupaney or construction, and similar condition which shall limit, restrict or otherwise delay the development or utilization thereof. ALI shall have the right to develop the Project Area for the purposes specified in Section 2 and at a density of at least FAR 10 for each Phase. Other than the Third Party Claims, there is and shall be no action, suit or proceeding, at law or in equity, or official investigation before or by any government authority, arbitral tribunal or other body pending or, to the best of NHA's knowledge, threatened against or affecting the Project Area, oF its title thereto or its rights and interests therein, which wi) ar al0} (9) (h) @ @ (k) () have or will be reasonably be expected to result ina material adverse effect on its ability to perform its obligations under this Agreement, or the validity or enforceability of this Agreement or the development of the Project. The Third Party Claims will be discharged by Closing, There is no law, ruling, regulation or fact, attributable to, or in connection with the fitle to the Project Area or the right to transfer control or possession over the same, which will prevent ALI from possessing and using the Project Area in the manner specified in this Agreement and developing, marketing and selling the same in accordance herewith, or which will have or will reasonably be expected to result in a material adverse effect on NHA's ability to perform its obligations under Agreement, the validity or enforceability of this Agreement, or the development of the Project Area. On Closing, the Project Area shall be free of all Encumbrances or Threatened Encumbrances, and shall continue be free of all Encumbrances or any Threatened Encumbrance. NHA warrants to defend the title to the Project Area from all claims, liens, and encumbrances of whatever nature at its ‘own expense and account; All real property taxes and other assessments on the Project ‘Area, if any, have been paid as of the date hereof and at Closing, and shall be paid up to the calendar quarter within which Closing shall have occurred. Upon the expiration of the usufruct covering the MSBF Area, any future development in the MSBF Area will conform to the Master Plan and road network. Further, it will work towards obtaining for the Project a right of way and access through the MSBF Area. It shall not sell, assign, transfer, mortgage, pledge or encumber the Project Area and its rights under this ‘Agreement without the prior written consent of ALI. In the event that NHA decides to securitize its Allocation or any portion thereof, the Parties shall discuss and agree on the mechanism and structure by which such undertaking could be achieved by NHA, following the principles of good faith under Article 9.10. NHA hereby grants ALI all of the rights under Section 10.5 of the AL! Proposal 7 15 bo n6.3 Additional Representations, Warranties and Commitments of ALI. In addition to its warranties and representations under Article 6.1, ALI warrants, represents and covenants to NHA that: (a) Other than to an Affliate, it will not sell, assign, transfer, mortgage or encumber its rights under this Agreement without the prior consent of NHA. (b) All the civil works and installation of materials, facilities and equipment covered by this Agreement shall be, or it shall cause that the same shall be, carried out in conformity with sound engineering practices and industry standards. (c) thas participated in the bidding of the Project Area in good faith and throughout the conduct of the bidding and award process, has not given or promised to give any money or gift to any official or employee of the NHA to secure the award of this Project and that the violation of said warranty shall be sufficient ground for NHA to cancel this Agreement. 6.4 Survival. The representations of the Parties under this Article VI shall survive the term of this Agreement and shall continue to be in effect notwithstanding the termination of this Agreement, execution of further agreement, or any reference to the time within which certain acts are to be performed ARTICLE VII: DUE DILIGENCE AUDIT It is understood that on account of the timetables set by NHA and the NEDA JV Guidelines, ALI has not been given the opportunity to conduct a Due Diligence Audit on the Project Area. Accordingly, inasmuch as NHA is being granted a period within which to comply with its undertakings to deliver the Project Area free and clear of Encumbrances, it is also agreed that ALI may utilize such period within which to conduct a Due Diligence ‘Audit, the satisfactory completion of which is an essential consideration for ‘AL's development undertakings herein. For this purpose, NHA hereby authorizes and agrees to assist ALI in completing the Due Diligence Audit and furnish ALI with such information and access to records as may be requested by ALI for purposes of the conduct of said Due Diligence Audit, and further, to rectify, prior to Closing, any and all errors in the title and recording of any rights of ownership and possession of NHA to the Project Area or which would otherwise restrict or prevent ALI from pursuing the development and marketing of the Project Area. a 16 = aN Qa8.1 8.2 ARTICLE VIII: DEFAULT Grounds for Default. A Party shall be in default under this Agreement in any of the following events: (a) the failure by any Party to comply with its obligations and commitments in this Agreement on the respective due dates or after the lapse of the applicable grace period or extension thereof; (b) _ use by a Party of the Project Area for purposes other than the Project, (c) insolvency by any Party, or the application by a Party for a suspension of payments, is adjudged bankrupt, disposes of all or substantially all of its assets or assigns its assets for the benefit of its creditors, or where a Party is subjected to a voluntary or involuntary dissolution; (4) except where the Party is the surviving entity, a merger or consolidation of Party when the same will substantially affect the performance of its obligation in this Agreement and is effected without the prior written consent of the proper Party; (e) _ assignment, transfer, mortgage, pledge or encumbrance by a Party of a part or all its rights, interests, and/or obligations in this Agreement, without the prior written approval of the other Party, except to the extent as may be allowed under this Agreement; or () material violation by a Party of any of the terms and conditions of this Agreement or its undertakings herein, or a material breach of the representations and warranties given, which significantly prejudices the non-defaulting Party. Rights of Non-defaulting Party. Upon the occurrence of an event of default under Article 8.1 hereof, the non-defaulting Party shall give the defaulting Party written notice of default and giving the defaulting Party a period, for such number of days as specified in the notice, within which to rectify, remedy or cure such default (if curable). However, in the event that the defaulting Party shall fail to rectify, remedy or cure such default within the period granted, the non-defaulting Party shall have the following rights, which may be exercised cumulatively or alternatively: (2) _ seek a termination of this Agreement, whether in whole or in part, by giving written notice of termination to the defaulting Party at least 180 days from the intended date of termination (the "Termination Date’); ano) ’ "794 9.2 9.3 (b) take over of (or in the proper case, retention of) physical possession and control of the Phase or Phases being developed and the pertinent access areas thereof, and rights of way thereto, effective as of Termination Date; provided that, it is agreed that in the event that NHA terminates this Agreement due to’a default by ALI and accordingly, exercises its rights under this Article 8.2(b), then, should NHA take over, it agrees to develop the remaining undeveloped portions of the Project Area in accordance with the Master Plan In any event, and in addition to the exercise by the non-defaulting Party of the rights specified in the foregoing sub-paragraphs (a) and (b), the defaulting Party shall indemnify and hold free and harmless the non-defaulting Party, its employees and agents from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attomey's fees) actually incurred or to be incurred by the non- defaulting Party and/or which will be payable to third persons resulting from the negligence or willful misconduct of the defaulting Party or its employees or agents, including but not limited to claims for property damage, personal injury or wrongful death, or from a breach by the defaulting Party of its representations, warranties and obligations under this Agreement, except to the extent that such liabilities, claims, demands actions, suits, losses, damages, costs and expenses resulted from the gross negligence or willful misconduct of the non-defaulting Party. ARTICLE IX: MISCELLANEOUS PROVISIONS, Amendments to Plans Due to Market Conditions. The plans, designs and construction shall conform to the specifications provided in the Terms of Reference and the AL! Proposal; provided, however, that further amendments or modifications may be introduced by the Developer depending on the actual demand of the market. Incorporation by Reference. The provisions of this Agreement, together with the Terms of Reference, the ALI Proposal, and any other documents incorporated by reference herein, shall constitute the entire contract between the Parties. Amendment of Agreement. The Agreement may not be amended except in writing and mutually agreed and signed by the Parties: 18 fe #94 95 9.6 97 98 99 9.10 9.11 Further Instruments. The Parties agree to execute and deliver such further instruments and to perform any acts that may be Necessary or reasonably requested in order to carry out this Agreement, and each Party shall exert all reasonable efforts to provide such information, execute such further instruments and documents and to take such actions as may be reasonably requested by the other Party. Validity. The invalidity or unenforceability of any portion or provision of this Agreement shall not affect the validity or enforceability of any other portion or provision. Developer's Security. The proposal security which ALI delivered to NHA for the purposes of its participation in the bidding shall be automatically terminated and rendered ineffective upon its expiration on September 23, 2009. Upon Closing, ALI shall obtain (and maintain) and deliver to NHA the requisite performance bond as required under the NEDA JV Guidelines. Jurisdiction. The Parties agree to submit themselves to the exclusive jurisdiction of the courts of Quezon City. Waiver. The failure of a Party to insist upon a strict performance of any of the terms, conditions and covenants hereof, shall be deemed a relinquishment or waiver of any right nor shall it be construed as a waiver of any subsequent breach of the same or other terms, conditions or covenants. Any waiver, extension or forbearance of any of the terms, conditions and covenants of this Agreement by any party hereto shall be in writing and limited to the particular instance only and shall not in any manner whatsoever be construed as a waiver, extension or forbearance of any of the terms, conditions and covenants of this Agreement. Binding Effect. This Agreement shall be valid and effective between the parties, their successors-in-interest and assignees. Good Faith. In discharging their respective duties and obligations hereunder and in the detailed implementing agreements (if any) to be executed between the Parties, each of the Parties hereby undertake to each other that it shall apply the standards of good faith and commercial loyalty, taking into consideration that the main purpose of this Agreement is to ensure the utmost cooperation among the Parties and the success of the Project and the undertakings hereunder contemplated. The Parties agree to perform all such acts and to execute and deliver such other documents or instruments as may be necessary in order to give effect to the intent underlying this Agreement. OGCC Review. Conformably with the requirement of the NEDA JV Guidelines, NHA shall cause the OGCC, as the statutory counsel 5 19the NHA, to issue the corresponding counsel's opinion in respect of this Agreement. IN WITNESS WHEREOF, the parties thereto signed this Agreement on the date and place above mentioned. NATIONAL HOUSING AUTHORITY By: General Manager t AYALA LAND, INC. By: ANTONINO J} AQUINO = JO! IMANUEL H. JALANDONI President & AttOrney-in-Fact ice President & Attorney-in-Fact SIGNED IN THE PRESENCE OF: ARTURO G. CORPUZ Vice President & Aomeyin Fac) [Acknowledgment on following page.) 20ACKNOWLEDGMENT REPUBLIC OF THE PHILIPPINES ) QUEZON CITY ) \ certify that on this date before me, a notary public duly authorized in the city named above to take acknowledgments, personally appeared: Name Competent Evidence Place/Date of Identity Issued National Housing Authority TIN 000 916 384 represented by: Federico A. Laxa Passport OF0008653 Manila; 01-23-09 Ayala Land, Inc. TIN 000 153 790 000 represented by: Antonino T. Aquino Passport XX4033426 Manila; 06-25-09 Jose Emmanuel H. Jalandoni Passport XX1500079 Manila; 06-27-08 who are personally known to me to be the same persons described in the foregoing instrument, who acknowledged before me that their respective signatures on the instrument were voluntarily affixed by them for the purposes stated therein, and who declared to me that they have executed the instrument as their free and voluntary act and deed and that they have the authority to sign on behalf of their respective principals. Witness my hand and seal this 27" day of August, 2009. A, R) OJEDA, JR. Ne lic - Makati City “ Appt. No.¥1-493 until 12-31-2010 ‘Attorney's Roll No. 44019 oe ‘Triangle, Ayala Avenue ti City. Philinpines “ ¥ NOTARY PUBLIC) ROLL NO. agora * # . iAPPENDIX I DEFINITIONS AND INTERPRETATION A. DEFINED TERMS Affiliate ALI Proposal Allocation Business Day Closing Control (including with correlative meanings, the terms "Controlling", "Controlled by" and "under Common Control") Developed Lot any corporation, partnership or other form of association (i) more than 50% of the voting shares of which are owned or Controlled, directly or indirectly, by a Party, or (ii) directly or indirectly Controlling @ Party, or (ii) Controlled by or under Common Control with a Party shall have the meaning ascribed thereto in Recital (€) hereof a Party's share in the Project, which such Party will receive in the form of Developed Lots, as a return on its contribution to the Project on the basis number of Developed Lots in each Phase or Phases a day on which universal banks (or any of their branches) in Metro Manila are authorized to open by the Bangko Sentral ng Pilipinas the date on which the obligations of ALI to develop the Project Area shall commence the power to direct or cause the direction of the management and policies of any corporation, partnership or other form of association through the ownership of voting stock, interlocking directorate, community of interest or by contract a parcel of land constituting a unit of land located in a particular Phase (other than the RPP Phase) which has been developed within the Project Area; the terms shall exclude the area required by the applicable statute or regulation to be reserved for roads and open spaces, or the area to be used for the establishment and operation of facilities, structures or utilities intended or required to be set aside for common use under a subdivision plan, and the area occupied by any river, creek, or canal flowing through any of the parcels constituting the| 22.Due igence Audit Ecc Encumbrance Project Area and the applicable easement constituted under law in relation thereto the legal and technical due diligence with respect to the area and configuration of and title covering the Proj ject Area consisting of, but not limited to, the following studies: (i) boundary verification and survey; (ii) topographic mapping; (ili) groundwater availability and potability study; (iv) flood study; (v) geologi ical studies; (vi) soil boring, investigation and analysis; (vii) area infrastructure review; (vii) title ver status ‘ification and trace back; (ix) conversion verification (if applicable); (x) zoning verification; and/or (xi) such other legal and technical studies which ALI shall determine to be required depending on the results of the foregoing studies the environmental compliance certificate for the Project, thereby allowing a mixed-use development on the Project Area any (i) arising warrant; interest; lien; claim (whether from an overlap of boundaries common to the Project Area and an adjacent property, any discrepancy in technical description of adjacent property or Project Area, a right of ownership, possession or control, or otherwise claimed by a third party in respect of the Project Area); any mortgage; assignment by way of security; lease; option; obligation; liability; right of retention; voting trust; charge or any other burden; fiduciary transfer, ; collateral security agreement; restriction on transfer of use; title retention agreement; or any other comparable interest or right created under law which results in the impairment of the respecti interest ive rights of NHA or ALI or their title and/or in to the Project Area, or which prevents the use or development of the Project Area or implementation of this Agreement; (i suit, or investig any action, proceeding at law or in equity, or official jation before or by any governmental authority, arbitral tribunal or other body, or any governmental restriction precluding the use of the Project Area for the purposes, to the extent, or in the manner contemplated in this Agreement; corollari ly, a “Threatened Encumbrance” shall be understood as any probable or contingent Encumbrance 23 gFAR Force Majeure with respect to a development, the floor-area ratio thereof or the ratio which the gross floor area of such development bears to the total area of the parcel of land upon which it stands events which could not have been foreseen or which were inevitable and beyond the control of a Party, without any accompanying fault or negligence of the Party invoking it as an excuse for the non-performance of its obligations as specified hereunder, which prevent or materially affect the ability of said Party to comply with any of its obligations under this Agreement, and shall include: (i) acts of war; (ii) public disorders, insurrection, rebellion, sabotage or violent, demonstrations; (ii) fires, earthquakes, volcanic eruption or other destructive natural calamities; (iv) laws, decrees, executive orders, ordinances and other governmental rules and regulations of the Philippines promulgated after date hereof that effectively prevent one or both of the Parties from performing any of its obligations under this Agreement or that preclude the development of the Project Area in the manner contemplated in this Agreement; (v) unreasonable delay in. the grant or issuance of Governmental Approvals for the Project; (vi) significant and material change in the financial, political and economic conditions in the Philippines from the conditions prevailing at the time of the execution of this Agreement which adversely affects the performance of the obligations of a Party as specified hereunder; (vi) issuance of any order or decision from a court or governmental body or agency, the effect of which prevents the implementation of the Project or prevents a Party from performing its obligations and exercising its rights under this Agreement; (vii) failure of an appropriate governmental body or agency to issue or effect any Governmental Approval necessary for the implementation of the Project and the performance by a Parly of its obligations and exercise of its rights under this Agreement, without any accompanying fault or negligence on the part of such Party and subject to the exercise by such Party of all reasonable efforts to obtain such approval; and (ix) any other event which under Philippine law is defined as force majeure and/or as a fortuitous event 24 §Government Governmental Approvals Gross Selling Price The government of the Republic of the Philippines including its agencies and instrumentalities the clearances, licenses, permits, consents and opinions to be issued by, oF filing, declaration and registration with, Philippine governmental agencies and other entities (including but not limited to the Quezon City, Bureau of Lands, Housing Land Use and Regulatory Board, Department of Environment and Natural Resources, Register of Deeds and Bureau of Internal Revenue), as may be necessary or appropriate to effect the consolidation and subdivision of the Project Area based on the Master Plan and approved subdivision plan for the Project; development, construction and completion of the Project; partition and distribution of and transfer of title to Developed Lots; marketing and sale of Developed Lots and the transfer of title over the same to their respective third-party buyers the proceeds actually received from a third party- buyer (which shail include a Party with respect to the other Party's Allocation) as payment for a Developed Lot, whether in installments, on a deferred purchase plan or otherwise, without deducting therefrom selling expenses, agent's or broker's commissions and all selling related expenses, but net of the following: (j) the amount representing the value added tax which is due on the sale of the Developed Lot; and (ii) any proportionate amount of discount or amount returned or refunded to a purchaser as a rebate or which ‘effectively reduces the amount actually received by a Party as selling price of such Party's, Developed Lot, whether in the form of fees or commissions paid by such Party to banks or financial institutions for the purpose of obtaining buyer-financing at below market interest rates, or otherwise; the following shall not be considered part of the Gross Selling Price: (i) registration fees, documentary stamp taxes, transfer fees, other costs and expenses to be incurred in the registration of the transfer of fitle over a Party's Developed Lot to the purchaser thereof; (ii) dues, charges, assessments or other amounts collected from a purchaser of a Party's Developed Lot for the use, repair, maintenance or operation of the utilities or facilities intended for the common use of 25 §NHA Security Master Plan MMDA Area MSBF Area NEDA NEDA JV Guidelines NHA JV-SC the purchasers, or for payment to the government or other parties; (iii) amounts received as a deposit or reservation fee from a prospective purchaser of a Party's Developed Lot; provided that in this case, such amounts shall be considered part of the Gross Selling Price only at the time of the application of such amounts against the total purchase price due from the purchaser of such unit; and (iv) cost of any development or improvement which may have been introduced on the said unit to make the same saleable to third parties. Amounts to be received as interest, penalty, forfeitures, indemnities or liquidated damages under the terms of the relevant agreement entered into with a purchaser of a Party's Developed Lot, whether received as a result of a litigation of its claim or in settlement or compromise thereof, shall be considered part of the Gross Selling Price the security to be issued by NHA in favor of ALI consisting of the mortgage on certain parcels of land owned by NHA, to be executed by NHA in favor of ALI on the date of execution of this Agreement in the form attached hereto as Annex “5” the overall development plan to be prepared for the Project which will illustrate and define the nature and character of the development of the Project Area upon completion shall have the meaning ascribed thereto in Recital (A) hereof shall have the meaning ascribed thereto in Recital (A) hereof National Economic Development Authority and its successor agencylies shall have the meaning ascribed thereto in Recital (B) hereof the NHA Joint Venture-Selection Committee including the then current members named thereto as of a relevant date, and any successor committee, body or person tasked to perform one or more of the functions of said committee 26NSJB NSJB Area NSJB Rights occe Parties Phase Prescribed Closing Date Project Project Area Reference Value Relocation Fund Representing Party RPP Phase RPP Value New San Jose Builders, Inc., its successors and assigns shall have the meaning ascribed thereto in Recital (A) hereot shall have the meaning ascribed thereto in Recital (8) hereof Office of the Government Corporate Counsel and its successor agencylies either NHA or ALI and their permitted assigns a portion of the Project Area consisting of one or more Developed Lots and designated as such in an approved subdivision plan the date which is the second anniversary of this Agreement shall have the meaning ascribed thereto in Section 22 shall have the meaning ascribed thereto in the Recital (B) hereof and otherwise described in Section 1.2 the aggregate Philippine Peso value assigned to a Developed Lot determined by ALI to be the most suitable for such Developed Lot, which shall be equal to the Gross Selling Price that a buyer will be required to pay if he were to purchase said Developed Lot on a deferred payment basis the aggregate amount of (and not exceeding) Pesos: 1,823,955,000 to be delivered by ALI to NHA in accordance with Article 1.3 to finance the NHA Relocation Program the relevant Party making the representations and warranties under Article 6.1 shall have the meaning ascribed thereto in Article 14 the aggregate Philippine Peso value assigned to the total units comprising the whole of the RPP which shall be equal to the total amount actually received from third party-buyers as payment for the units within the RPP Phase, whether in 27RPP Reserved Area Termination Date Third Party Claims Total Reference Value Zoning Certification installments, on a deferred purchase plan or otherwise, net of the following: (i) the amount representing the value added tax which is due on the sale of the units (but not tax on the income of either Party arising from the sale of the units); and (i) any proportionate amount of discount or amount returned or refunded as a rebate or which effectively reduces the amount actually received as selling price, whether in the form of fees or commissions paid to banks or financial institutions for the purpose of obtaining buyer-financing at below market interest rates, (ii) registration fees, documentary stamp taxes, transfer fees, other costs and expenses to be incurred in the registration of the transfer of title over the units to the purchaser thereof; (iv) dues, charges, assessments or other amounts collected for the use, repair, maintenance or operation of the utilities or facilities intended for the common use of the purchasers, or for payment to the government or other parties; (v) costs of development and marketing, (vi) collection and-_—_general administrative and direct operating expenses an aggregate area of approximately 40,000 square meters, more or less, which shall be identified by in Master Plan and located within the Project Area, which shall be reserved for the development of the RPP Phase the date on which this Agreement shall be deemed terminated pursuant to a notice of termination given by a Party under Article 8.2(a) claims of third parties to the Project Area as disclosed and described in Annex “G” the aggregate Reference Value of all Developed Lots in a particular Phase of the Project the certification in form and substance acceptable to the Parties to be issued by the Quezon City Planning and Development Office in recognition of the effectivity and applicability of Memorandum Order No. 127 and stating that: (a) the parcels covered are allowed to be utilized for high density mixed use and commercial use on a metropolitan scale of operations, in all cases with no height restrictions, other than those imposed by the Air Transportation Office and the requirements of the National Building Code and the Structural Code, 28and with a minimum average FAR of 10; (b) the foregoing permitted use is in harmony with the uses of the other properties within the vicinity of the parcel covered thereby; creates a beneficial economic trend that would not otherwise be possible, and is consistent with the public health, safety and welfare of the community, as well as the general pattern of development of Quezon City; (c) confirmation that the Project shall observe the parking ratio requirements under the National Building Code and its implementing rules, and (d) in the event of that the parcel covered thereby is subdivided, any unutilized FAR corresponding to a parcel within the original boundaries thereof may be assigned to other parcels within the such original boundaries B, RULES OF CONSTRUCTION References herein to Sections and schedules are to Sections and Schedules of this Agreement; references to annexes are to Annexes of this Agreement; and references to appendices are to Appendices of this Agreement. Section headings shall be for ease of reference only and shall be disregarded in construing this Agreement. Words importing the singular include the plural and vice versa; words importing gender include both genders and the neuter, and references to persons include bodies corporate, unincorporated associations and partnerships. C. DOCUMENTS AND INSTRUMENTS INTEGRAL The following shall be deemed integral to and are hereby deemed incorporated into this Agreement: (2) _ the Terms of Reference (b) the ALI Proposal (c) the NSJB Waiver (@) all memoranda, circulars and issuances of the NHA pertaining to the Community Initiative Approach and its pro-forma agreements which NHA undertakes are applicable to and shall be implemented for thegNHA Relocation Program immediately upon execution of this Agreement 28(e) (g) (9) all approvals, resolutions and endorsements of the Board of Directors and JV-SC of the NHA referred to herein all opinions of the OGCC referred to in this Agreement the resolution of the Board of Directors of ALI authorizing the submission of the ALI Proposal and the execution of this Agreement all Annexes and Appendices hereto all implementing agreements between the Panes) 30APPENDIX II MAP DELINEATING THE (A) MMDA AREA, (B) MSBF AREA, (C) NSJB AREA, (C) PROJECT AREA J 7309816 13700 SOM Lott: 273,129 sqm Total Area: 291,829 sqm at MANILA SEEDLING BANK FOUNDATION (MSBF) AREA 70,900 SOM 34MMDA RESERVED AREA 11,926 SQM MANILA SEEDLING BANK FOUNDATION (MSBF) AREA 70,000 SMAPPENDIX Ill TECHNICAL DESCRIPTIONS OF THE PROJECT AREA :APPENDIX Ill LOT 1 BCS-00-000087 NATIONAL HOUSING AUTHORITY A parcel of land ( Lot 1 of the consolidation-subdivision plan’ Bcs=00- 000087, being a portion of the consolidation of Lots 1 and 2, Bes-3018 ) situated in the Barangay of Diliman, Quezon City, Metro Manila, Island of Luzon. Bounded on the SW., along line 1-2 by Lot 3 of the consolidation- subdivision plan; on the NW., along lines 2-3-4 by Lot 3-B-4-B-1-A-1, (LRC)Psd~ 307363; on the NE., along line 4-5 by North Avenue, along lines 5-6-7-8 by DOLE, Lot 3-B-4-B-1-A-3-B and INP, along lines 8-9-10-11-12-13-14-15 hy Lot 3, Bes~ 3018; and on the SE., along line 15-1 by Lot 2 of the consolidation-subdi plan Beginning at a point marked "1" on plan, bein ‘om BLLM No. 7, Quezon City N. 09 deg. 27° W., 833.13 m. thence N. 32 deg. 23' w. 498.54 m. to point thence N. 51 deg. 25° B. 63.59 m. to point thence N: 12 deg. 21' BE. 450.00 m, thence S. 77 deg. 23' E. 151.62 m. to point thence S. 11 deg. 37° W. 210.69 m. to point thence S. 78 deg. 57° £ 121.40 m. to point thence S. 78 deg. 57’ E. 91.68 m. to point thence S. 09 deg. 31' E. 71.11 m. to point 97 thence S. 09 deg. 31" E. 11.41 m. to point 10; thence S. 12 deg. 25' E. 90.50 m. to point 11; thence S. 15 deg. 19" E. 90.50 m. co point 12; thence S. 18 deg. 13' E. 27.59 m.to point 13; thence S. 18 deg. 13' E. 62.92 m. to point 14 thence S. 21 deg. 06' E 90.51 m. to point 15; thence S. 89 deg. 10' W. 363.85 m. to the point of beginning, containing an area of TWO HUNDRED SEVENTY EIGHT THOUSAND ONE HUNDRED TWENTY NINE (278,129) SQUARE METERS, more or less. L a ¢.\sra. MART Gekdetic EngjheerAPPENDIX III TECHNICAL DESCRIPTION LOT 3-B-4-B-1-A-3-B BSD-22007 NATIONAL HOUSING AUTHORITY A parcel of land ( Lot 3-B-4-B-1-A-3-B of the subdivision plan Bsd-22007, being a portion of Lot RP 3-B-4-B-1-A-3, (LRC)Psd-307363 ) situated in the Barangay of Diliman, Quezon City, Metro Manila, Island of Luzon. Bounded on the NE., along line 1-2 by Lot 3-B-4-B-i-A-3-A of the subdivision plan; on the SE., along line 2-3 by Lot RP 3-B-4-B-1-A-2, (LRC)Psd- 307363 (Existing Road); on the SW., along line 3-4-5 by Lot RP 3-B-4-B-1-A-4, (LRC) Psd-307363, along line 5-6 by Lot RP 3-B-4-B-1-A-2, (LRC)Psd-307363; and on the NW., along line 6-1 by Lot RP 3-B-4-B-1-A-2, (LRC) Psd-307363. Beginning at a point marked "1" on plan, being N. 04 deg. 29' W., 1575.63 m. from BLLM No. 7, Quezon City thence S. 78 deg. 183.88 m. to point 2; thence S. 06 deg. 42.92 m. to point 3; thence N. 78 deg. 76.40 m. to point 4; thence 8. 11 deg 47.60 m. to point 5; therice N. 78 deg. 121.40 m. to point 6; thence N, 11 deg. 37' E 90.00 m. to the point ofAPPENDIX IV RELOCATION FUND DISBURSEMENT SCHEDULE Total Relocation Cost P 1,823,955,000.00 Less: First Tranche (pre-reloc activities) {upon signing of Agreement) 300,000,000.00 Balance to be divided into 4 1,523,955,000.00 Amount No. of Families First Quarter R 381,115,958.25 2,247* ‘Second Quarter 380,946,347.25, 2,246* Third Quarter 380,946,347.25 2,246* Fourth Quarter 380,946,347.25 2,246* Totals # 1,523,955,000.00 “To be released upon certification by NHA that the corresponding number of housing accepted by applicable community associations; payments to be directly released to} the relocation contractor as endorsed by NHA. units for the relocatees have been completed by the relocation contractor and Q 34ANNEX A TCT NO. 309574route ag, TB PRTLIPETNES, aN, “Ge SUSTICE feiration, donne Re ano’ Beal ¢ OF DEEDS FOR TH SEE See Granster Certificate of Tile v “Ho eA h 7-4 ed in the HEC gin Tonal. siuat pounded ond d Bob j-B-I--e of the subs aril (lat Bion project) being « portion of Tet Lay eeT Peitoated in dae Dist». of DeLee She ME, pte. 3-40, & by, Northay : approved asa 6 por pea-764s1, TRC Race lof Ean. Boundsd, on : yon=the RE. HB, Psd=7ohd15 ©” langion eho SW. BS ofthe Siye.y ana on tie Wi. points © $0, by. , Senter Tanfeginning at! e point mates wit ort pian}: baie, We Bem, from BLN Noy7, Gdoson Coys a SBE, 87-73 once I, 12 deg« 2B. 5450.00 Be f Be 77 dees 2. ee eeo ne to point Aj. thence S~ 2° gs F7Wey, P thence 8: AF ne with the provisions of the Je registered iy actor NAO NAL, HOUSLHG AUTHORITY» a eoxPoTe ‘tou : wy subject to such of the incumbranees sueicgied Hy Section 89 z ele) wo 1g registered: as owner theréef in fee simple, gid Age ex Audy Ve subsisting, and (0 - of ihet said land was_originall in the year calnetedn huiidyed and fae Register of Deeds of [TBS.2- on, pursuant to De aa phn Gxmrerze fon we oj the Offce of Registration Boo Certifeate of Title No: pane LE. ae Oriainit Peed dL BC. lee hie certificate is @ transjer jrom ck Gertificdtic of Title, No. vjecdesoribed. tand concerned 7 dg dyncelled, py virtue hereof -in so'far as the abot “daerRDUS 7 ~ealgye : ? : § ef : ;‘Als is me to poigt id; 2 23M 2456 of begimning, aining ‘Axo THO 257902) SQUIRE! points-refferred. o,pre Anitontea pn th plan ay fedibuagipolnte: 12,3,45 40.1, 29. b0 20 by Be 8 ‘Gyles gue: x60 om,» bearings true} dats. pony. Suna 5 atts Gia’ subaiviston suivey cree Gee of Encumbrances continued on.Page ) edhunteat’ Desertdi ss a ; Ti : a oi‘oe Y BARGELO B-AGOY£ BEHALE OF. ToMe Tuason & Cog" Inde; Simon Jee ENIL. PAEPTC CAPITAL CORP, Me BUZSTA ¢ GUADALUPE R. GALANG & EELS in Givil Case Hos GA-OR-SP-Case Noe 25853 Court of Adpdals anmilment of judgmotit dacision in allo) 7681 enmiment, of alleged Deorea Hog. 1: Goris of Title No. 735 @ all Granstor probibitéry mandatory injunction & damages. Date of ansbrunent~10-1603991 Date of insoription~10-16-1991 Boole : ved Filed ty ‘Prisditiano.J.'Cadig. counsel. for the petitioner aitls RRS &UNTERD FILTPING, Grete wo ORS Ags. ING, JOVERRK LSND LOT, OWNERS ASS. TNC. & MANONGDO. HOMDOWNRS ASS, INC, ‘peti tions vss- lon,’ JO9SR GEORGE o Hh Chisnon: City Govt. nop, City Mayto Brigldo itz" CANCELLATION: Len enoes = oe worria OF Lig. PED) ee City: SPS, WIRED ‘DELA:FURNTS @ LENTCTA, R& G ASSOCATIND' INC, Respondents : seoying ‘for ged Land Regintsation Gakg Now. 25. 7431 annilinent’ Gf 01 1ége4 ‘originan’s Cert. derived'tharefrom with , i i jo, Testa ett Rte. 5 & eo tae) . eee= som 2s = 77 7) {EMORANDUM. OF ENCUMBRANCES {iVhew necessary use this-pae for the eantinualioa of the technical deeerintion) ERB Y-NO! opovoncerervrae PRNITAF Ge JoenU ys. UkZAN% CONPRACT. OF : ROBINSON LAND CORPORATION and WEY SAN JOSE BUILDERS THC. y "for. parted of fiity<50) yeers ousmenciag on the date the LmssOR, WHA} shall have delivered to the LESSER the yhoke property Tesred’of stl its otevpants, vhether legally or iiegely oveupying the entie ox ey portioh thereof, and renowstle for anvther ; twentgiive (251 years, enbject to such tetns end conditions as may permitaally agreed upon by the portiest with' aa eponal Jessa rental of 294,000.00 ‘fie age meters Zor the fizat three years of the lease of sect ©f ne Ser clagment picens On the Mth-yaur of leseo-of each of tis Wdevelognon’ phases the panna) Iease rental’ shell be increasdd to, BY, {00400 Pere Bqometerss 2 evary yeor thereafter tie annach eae rental chal ‘be Fame Gad by 10¥ of the amma Feese rental of the previcus years Other 'eonditions set forth in Dome Hos 1%, Page Hooks Book 2: Bigot eg . co-cututey Racimnenaas SEN Gitta Lor ouints aSeecTs Tam INGy: ‘JOvERRZ Lat Lot Gipans sunsimaneh Beatin Rasma ve tabasay ond AARGHOOMW HOMSpUIEtG Gasecta lice, INC and SRmMEN, aUARCON, Fodh tidnars, vne ham mpeysimAtoy ADTIORENT, RUGTITAA OF RDS OF RImAL AND UNeOR Cry, TARDS SaR\Gsulive WMA, KATIGIAL PRINTIIG OFPTGS, Tax, TUASOM & 00s, INOs, dATIEMAL HcusmHa\AUSEOAT YY, RUEO GAPT'BL CoN. (founerly) Tidy FeekPto Caphta Qopiwiention),Veta. SaLmcod nae rugersyaso LiSiOIA M. BUREI, ela. GURtAIaS Ry QUAND sib O'S ABD @ SAD ADC0OINESL, 0.) Nemondente, fu Civil Cae0 Tog 9631603, G0 Tanck 21%, snoon tty,’ Potitlonena praying Zep Deslamtion of Salli ty-Ad Initio The Pimportad Gopy of Deorée toy 17431 iwom Whese dacued the suppored originel certificate of title So. 735 and ite sotonlled subsi ‘teanePar Cortifioates of title dosived thorat rons eegeee Dato of Instrument sopidribor.29, 19965 Tate of Inaaraptibn~ September 13, i 97 : Lovee Lear ERA Ee. SERTIBLED TRUE Coe Revirds Otkrer A & alt ANS TE Gus? v kod Gut AAU BD, iby eee TB NB ie) ; Panesar (Memorandum of Encwnbrances continued on Pate a. eB) (Technical Description continued on Additional Sheet o.-. | me PeeANNEX B TCT NO. 309816 0sh. Me azduaed: arsine eon nuengts and Registratign Commission So meaisrrir oF Dt ‘@ivanater Cevrtificat tae eees peEe ‘ogee wi ahd wane of $90.2 siya Wats ae svousi theregs i fee simile, SF entd Aer pe sun We aubstatings emt to fb aaht land wus originally 24 woe nineteen hyndved acd wes ao Registration Beste sige e.. us Original Covtificats of Teele No. jasued 6. ETC. Reeord New cece caeny Ty cia Opice of the Register of Dads of Aa 7 Bi parsucnt €@ Decree Wo. ‘This eartificutd fa @ erancfer fro: fa eanqutted by vinive Wersos bo far es the abdverde Eucored a€ wate Philippines, on the aainetoers found Veiga arinay, 'itizopabip ragpteced ‘ihe calsenkap Of ei! bab Pape eae Aa Bie neste ne woth my eee ee ee» bo jot Clee LORIE ‘Ketine’ Mess qakesrvencr detsniante, ears Gate cf Inptenuons ~ Sopte 2d, 3! Date of Tasce: why ae LIF 43 eC aed AeA Ghiti ee copies atlesseat 2 T, Togaladey (Gog) oxmaue us. puma oases SF Bese 3 on Peo comtinswed ous Additions? Bloat Hat 1 Dasecripttefae & lame pray. pavhe aur eerie se: caqiies HUE 2683 PACH A fay GFFionr PEN,a Soumsed! fone tly ie : the RDC, ide we iS, BIC, Belde Brau 7E78E HoEIGa: OY LES eatntoe Bilod, er~ iagiiene Ts Gants cbuneet for the patitdonars anbiiled. PORCMLA, Dal fC TEGAN OLUTAIY LOv OUNERD Ase i ore A334 TMs: f, HAONGOO TaN MOINS ASK, Da peektlonane’ 2 of the court of tasd Pion, £908 by Lely Rela of Deod, 6f ‘gal & Qe Ohigr Toke GUAZGHT OO Tike Nila Qe OLY COV Re Paps G2 Yayor Beigido 2, Sinan dex PHL. PAGTPO CAPITAL ORD, © S25_ FIRERIDG DR BUENIE & LETWWIA He BUAUDA & GUNDALUES Ky GALAN & Thi Re G ASHOUZANED zenpoients fa. CLiLl Gaga Hoe GheORG? Gane Nog 25053 ot fon-amuliagnt-of Judmant decision in alleged, Lan) ké “puailnentiasine ilog 1743h anudwons oF alleged osiginat colt bE LIES! T35- 2k Prenafor Carty dwived thone?ron with peobibicanye manda: La in. Of SnabeumsntisBOLG—L "ACmntinued-on Aditigt Sheet ——.-—, Page 5 fiona Gast:_ MEMORANDUM OF pNCUMBRANCES (vheifoeeéssary we this nage for the ontinnalion of the feclnienl description) Bhi, Ne, fog : Peeve ga SONI 1. (252 Gowan OF LAF te tevor of |, Sderncos BARR DARSGRATLON od HAM BAT VOCE BULLDERS TRC on\ Pe iit pois of, S30by pan ipety cost S pastiag oa She dnt 9te a ga tho ESBSER the ehoker yepyeh anaeos UMAR) obsla dave dei-ive! Lane A pt ail ite oncufantss ehettiae LeGSIOy it aug: vor kbar. Pheres#, end repeals Los gubiest to. snais, © [gear thereattar Bi Oe DF the exmeal. Roang coated por forth ba Daoe Boe 13s We Hobe, Pubs oF Tanerty Be Pewee. iru = ‘pate of iuakruscatterch, AAV. ost ‘pate of Tusortptionsiangl By oe yi ‘Page To! ajgtotor of a aes Becky ft. “ : {(hiteiniovtal dou Bf Enccnes 5 (echoniail=Deseription é Fo sings confiruedoh Page oe ntuinved ot Addition Sheet e Abe of iar ae 6 TABE GOR oe eg each SACRED A tahoeANNEX C TCT.NO. 309814— ee apprebved .28 & TGuEL ERC Recs Luzone ¥; Bounds’ W\2trw.s 2405 me 9.471 313 Rordnise on wri, PIOCIPPINES 13 ORESTRY OF TUSTIOE H © “Zane Registration cow augistmi of DEEDS FOR THE. ee Bransier Certiticat Ho, 4 = 98h ated in the bounded and, deseribd FBcp- ia of the bas Tinga portion of Let ‘che iste of Dsimatls “a ain} Bec~7OU atte Wo by LO’ RaBe 3-Bot-® : 35 by Quezon Blvd" on ip so’ viergae’ cennarren that, cerioin Land situ _.knilippines_—— Kiparéel of Lot nonsBuba. Brose’ Fo, 7601); sivaated! 4 on the Hi., points, 3Ox poze ME SH, points Wa-K3 points the nts 35-37 by Bpifanio de 100 Sonvos Aue. ar Se ee egegeicDi-A-2 of the muds P'St lens being Ye 0 des: 36.Ney 670.90 m. from BLL Puen PS r08 sm. ‘to point 27, -trenss 36 dese 35" Oates Chie, 2405 mW BOSDE M ‘thence ite By Qranee Wee 6L dege 00'es 2505 Beg point 65 me to, point. 75 t te Wb and pointal~ eines 37-38 cod a “2. 7 2 ehhe OS dage SEtHay 2409 Me 69 point 85 on he, Wer Bi mereent 93 thence Ne 66 dese 796", 3.05 me te-noint 5 ree B05 me torpaine 125 thence Ne fo deme BB'Wes, 2409 Meek vin Ach Wie Nene Of Ns 68 deg. 8 eee PR Scdoranace vith the previions of 1h Toe Rogistrat TIMER npusING AUTHERIEE, a eoxp- dubs OFGeNLSSS er enatang under, Ue ofthe Philer ~ a “es the incumbrances: mentioned i Section 99 sy jee aonple, subject to such of sy liye jginally registered -on-the. ay uncer thereof ¢ ee metiae may be subsisting, nd dnia'tgnd wood oF undead ond gn cenverien that of cS vin the, your iste eon Book of the Ofc’ of the Register of Desde of = age 128; te Original Cenifere of Tele No 735... pursuant to Decree Ne Rezerd No. fh TEENS jajued is Le B.C. ‘ wPhis certificate is a th msfer fronti. "wo. fase lersoj in'so fat as Certifenté'of Pele Pacita | — Records Cicer B Amaunet OR go lM yp oo: Sena oye £6 *REPORED BY! a= fils 3 sgincsie® joint "243 thence 5: 86 des. /50'iiey 2 295 tence 6. 03 deg n, to poikt 31; the BOs, 2405 me to vi S. 76 deg. Sti. 2 point. 36; thenoo b 7h Ss 2h deg. O7'Ee, Oelh ms to point 40; thende S. 24 doze OL Be 9 88. (point: 41; thense’S. "180.59 Ee 26 deg. 56°E., 89.146 ine to point 42 “thence. S57 nee vo point 435 thunce S- 57 deg. 37's» 185.04 n. to tha! pore tbe ase Deginningseontaining on exea of it HWibneD WoRrY THREE TROUSAND .TNE-HURPR AND NINETY STX (143,' pre indicated on tie plan and are marked, on the ground by as follows; pesct56: by Old PS pts. 43, by Old PLS Cyl. Conc. Hong. 15X60 em, and:the wst by Ol truss date of be original sist points bear of-he subd: survey, Sets 192+ yromité We goLorait Actas Regiataiy of Deeds: Me Date pf Insione Data, of Preseli glean Tiss" 2,05 my Eo, point aij Ene lege 50 W2; 2205s “to“pe: 677 ma to point 295 thence 8 wo ‘deus 19'S ea # stones aise Ree fi. 6 deg. 46" 405 m. to point + BUN ia, 2605 mm, @e Se G0 deg. hen 28; ‘een 28 bo poinby3 it 70. dleg,| O2We ya 105 0» $9 point 25} thened Ne 52 deg. 23! Bdog. 23Mi.. 85.99 ns td point 375 He» 88024 me to poiritieey 7998) Sa? ie 3, move or (i 411 points referradit! vey, Dec, 19l0~Sune 1911 and-tiet! executed by Rogelio. Re Inovaye Geodetic Engrs on April280i uolpamuijueg) . i 7 PROTH/ ge 20AT yy NRA. ROBINSON LAND CORPORATION and NEW SAN JOSE] For a period of fifty. (50) TmisoR (MIA) shel have daliveres fhe come or aty portion thereof, ent renewable for’ another tyert (250 years, subject to such terme and conditions as mayrbe ss agreed upon by the partien? with en snnuel| lease, rental ef F100, per ey, meterg for the first three years of the lease of eden ‘ot developmont phases. On the ith year of leabe of each of’ the’ develéi vueseo} the anual Jeese renisl shall be increased to. 24,500.00 per. + squnetergs & every year thereafter the annual lease réntal. shall, be increaged by. 10% of the annual Teese rental. of the prere seere Other ‘conditions set’ forthin.Doc. Noe-13,) Page No-#, Book 215, 5219960! ie of the Not. Pub. of Tiberty S. Perez. Date of-InatrumonteMaroh 141996 Date of Inscription-Margh 18, vob (94°C el = eof Desde a Prosi. 2049989 ~. CANCELLALION OF TE NOICE OF USE et a of Yequent/lanueixkpacchs ef the subject chae/by the Court of Sppeal: Snore wmiait, te Entry of Judgement dated March 14, 1994, the ‘aub jest of Noticg of Lia'Pendone tnder “airy No. 38, 48 heveby cancolled. Dace of ‘untrumoat ~ March ah, 1994 : Date of Inscription ~ March 29,-1596" ~ Srl: Se Does, hee ihuitisved bef feble iP. itll CELEME (onan ute ‘OF NCUMBIAN ES nial dedepton) os the continuation othe OSES! Gh 3 ie _ jg aw de be 2s PR shes ee hs Turon Just. wate & co, 5 Petty emma ly). Pus pt le PORE Ea ahaa a s dys Bagerdo | D Panintusn, in favor pf BEPUBREG, inl ib ites represents by Lope S. Adriano, Dfzector” UREO=PO Depart a4 Bot PublictWoiks'sndighways, for the ‘sum of 9 ,635,009.00: ‘odiy. title be issued upd “the.approval- aubdivisio No. 75, BK» Now evof Instrument Oct. 7, 2003 eription = Deos By 2003 [Memoranaven 0f, Bncimbravices continued ot Page’. (Pecheical Deseiption continued on Addit tinalParsugnt-to -the, Grder desue G, NOOR, (Br. 217, GicG ih’ Civil, Cpasrito. 9796-27603, jeutitled"NARCELINO B, AGOY, et al] Plaintitfe, -versis"LaND Naar: TRAMION: AUIORTIYs tals Der. the court Wismbee the cage, on, the Geound of reb judicata Date of ,Ingtrune 1996 ate of Inscription + 200! P.B, MUA /D-SOB8L4, ~ = 4 [883 f 7 eat . io 441 3/" 509814) PR-36B89 - CERTIFTCAT! Pen Certification issued by tie Branck Cleric of Court of REC, Brv22?, the labove*ongar qhas besn Zina and executory. Date oY “instrument — 8-8-2002 jate ‘of Ingeri ption--3-12-2004« -iix6429/0-309814)"-H8889.- RaRUESD FOR Ch WELLATTON Purauant.to.the avove order of the RIC, Bri 217 the Noblce of Lis Penderis ansiotated; im. PCTNo, BOSBLUYPR- 48889 under Entry No.SUO3 ia hereby ancelled. «(= + save. ofelnettunent $4204 bateyo£-Inecription -'3-19

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