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Qualifications of Rehabilitation Receiver. -

(a) In the appointment of the rehabilitation receiver, the following qualifications shall be takeninto consideration by the court:

(1) Expertise and acumen to manage and operate a business similar in size and

complexity to that of the debtor;

(2) Knowledge in management, finance and rehabilitation of distressed companies;

(3) General familiarity with the rights of creditors in suspension of payments orrehabilitation and general understanding of the duties and obligations of arehabilitation receiver;

(4) Good moral character, independence and integrity;

(5) Lack of conflict of interest as defined in this Section; and

(6) Willingness and ability to file a bond in such amount as may be determined by thecourt.

(b) Without limiting the generality of the following, a rehabilitation receiver may be deemed tohave a conflict of interest if:

(1) He is creditor or stockholder of the debtor;

(2) He is engaged in a line of business which competes with the debtor;

(3) He is, or was within two (2) years from the filing of the petition, a director, officer,or employee or the auditor or accountant of the debtor;

(4) He is or was within two (2) years from the filing of the petition, an underwriter ofthe outstanding securities of the debtor;

(5) He is related by consanguinity or affinity within the fourth civil degree to anycreditor, stockholder, director, officer, employee, or underwriter of the debtor; or

(6) He has any other direct or indirect material interest in the debtor or any creditor.

Section 18.Rehabilitation Plan.- The rehabilitation plan shall include (a) the desired business

targets or goals and the duration and coverage of the rehabilitation; (b) the terms and conditions of

such rehabilitation which shall include the manner of its implementation, giving due regard to theinterests of secured creditors such as, but not limited, to the non-impairment of their security liens or

interests; (c) the material financial commitments to support the rehabilitation plan; (d) the means for

the execution of the rehabilitation plan, which may include debt to equity conversion, restructuring of

the debts, dacion en pago or sale exchange or any disposition of assets or of the interest of

shareholders, partners or members; (e) a liquidation analysis setting out for each creditor that the

present value of payments it would receive under the plan is more than that which it would receive if

the assets of the debtor were sold by a liquidator within a six-month period from the estimated date

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of filing of the petition; and (f) such other relevant information to enable a reasonable investor to

make an informed decision on the feasibility of the rehabilitation plan.

Sale and transfer in bu lk.Any sale, transfer, mortgage or assignment of a stock of goods,

wares, merchandise, provisions, or materials otherwise than in the ordinary course of trade and the

regular prosecution of the business of the vendor, mortgagor, transferor, or assignor, or sale,

transfer, mortgage or assignment of all, or substantially all, of the business or trade theretofore

conducted by the vendor, mortgagor, transferor, or assignor, or of all, or substantially all, of the

fixtures and equipment used in and about the business of the vendor, mortgagor, transferor, or

assignor, shall be deemed to be a sale and transfer in bulk, in contemplation of this Act: Provided,

however, That if such vendor, mortgagor, transferor or assignor, produces and delivers a written

waiver of the provisions of this Act from his creditors as shown by verified statements, then, and in

that case, the provisions of this section shall not apply.

Sec. 4. Fraudulent and void sale, t ransfer or mortgage.Whenever any person shall sell,mortgage, transfer, or assign any stock of goods, wares, merchandise, provisions or materials, inbulk, for cash or on credit, and shall receive any part of the purchase price, or any promissory note,

or other evidence of indebtedness for said purchase price or advance upon mortgage, withouthaving first delivered to the vendee or mortgagee or to his or its agent or representative, the swornstatement provided for in section three hereof, and without applying the purchase or mortgagemoney of the said property to the pro rata payment of the bona fide claim or claims of the creditors ofthe vendor or mortgagor, as shown upon such sworn statement, he shall be deemed to haveviolated this Act, and any such sale, transfer or mortgage shall be fraudulent and void.

Sec. 11.Any person violating any provision of this Act shall, upon conviction thereof, be punished by

imprisonment not less than six months, nor more than five years, or fined in sum not exceeding five

thousand pesos, or both such imprisonment and fine, in the discretion of the court.