Ayala Land, Inc. Documentary Requirements, Conditions and Policies Governing Property Offers

A. Basic Documentary Requirements 1. Letter offer from the owner or authorized representative/broker containing

the following: - Brief description of the property (location; present zoning classification,

use/occupants, access; other key features, if any, such as landmarks, terrain, etc.)

- Terms of disposition (whether for joint venture, direct sale for cash or on installment, etc.)

- Contact numbers/addresses 2. If the offer is being made by an authorized representative/broker on behalf

of an owner, a special power of attorney from the owner authorizing the representative/broker to offer the property for sale and/or joint development and the terms and conditions for such sale and/or joint development, and if the owner being represented is a corporation, a certificate from its corporate secretary attesting to the approval o a resolution of its boar of directors authorizing the execution of such special power of attorney and designating certain representative(s) to sign such special power of attorney.

3. Vicinity map highlighting the property, access road and other landmarks. 4. Lot Plan 5. Photocopy of Transfer Certificate of Title (TCT)/Original Certificate of Title

(OCT) 6. Written disclosure if there is any pending or threatened litigation or claim

with respect to the property subject of the offer.

B. Other Information about the Property: If applicable, the following may also be submitted to facilitate the evaluation: 1. Conversion order 2. Tax declaration 3. Topographic Map 4. Pictures of the property and/or other information considered useful for

evaluating the propertys development potential. 5. Copies of the title trace back documents 6. Present and previous survey/subdivision plans

C. Submit requirements and other information to:

Arturo G. Corpuz Vice President, Central Land Acquisition Unit Ayala Land, Inc., 28/F Tower One and Exchange Plaza Ayala Avenue, Makati City Telephone 841-5832; Fax 848-0018

D. Conditions and Policies

1. Ayala Land, Inc. (ALI) may request for additional information concerning the property, whether such information is sought to be obtained from site visits to be conducted by ALI or is to be provided directly by owner or authorized representative/broker. The conduct of such site visits or the request made for additional information shall not be construed in any manner as an acceptance by ALI of the offer, or as an engagement by ALI of the broker, or

as basis for the creation or accrual of any legal obligation on the part of ALI to the owner/broker.

2. In the event that ALI receives an offer from both the owner and an authorized representative/broker, ALI will recognize the authorized representative only if the owner specifies that ALI deal with the said authorized representative for his/her property.

3. If ALI receives an offer to sell the same property from more than one authorized representative/broker, ALI shall have the unqualified right to (i) give preference to the broker who submits complete requirements to ALI at the earliest date, or (ii) in the absence of any such broker completing the requirements specified by ALI, to deal with any other broker of its preference. The date of receipt of such complete requirements shall be conclusively determined based on ALIs records.

4. ALIs receipt or acknowledgement of receipt of an offer, or any request it makes for additional information (i) shall not in any way be deemed as acceptance of the offer, (ii) shall not constitute or give rise to any legal obligation on the part of ALI to the broker/owner, (iii) shall not commit ALI to negotiate only with the person making the offer, or (iv) shall not be used as basis for the owner/broker to conclude or presume that no prior offer for the same property has been received by ALI.

5. The decision of ALI to accept or decline the offer, or its decision to engage the services of the owners authorized representative, shall be arrived at on the basis of ALIs determination of whether the offer conforms to its current plans and requirements. ALI shall advise the owner/broker of its decision in writing. In no case shall ALI be bound by any form of verbal communication purportedly between any person who acts in representation of ALI and the owner/broker.

6. In the event that ALI declines any offer but subsequently becomes interested in entering into a transaction involving the same property covered by an offer which it has rejected, ALI shall be under no obligation to notify or negotiate with the representatives/broker who submitted the previous offer. In such event, ALI will have the right to deal with other broker(s), subject to the limitations specified in paragraph D(3), regardless of whether the subsequent or renewed offer from the new broker or owner contains the same, similar or revised terms and conditions for the offer.

7. Payment of the brokers commission is the responsibility of the seller and not ALIs.

8. As a general policy, ALI will communicate with the owner directly, unless an authorized representative/broker has been appointed by the owner to act as its attorney-in-fact and the requirements of paragraph A(2) are complied with, ALI shall be under no obligation to inquire into whether any of the documentary requirements under paragraph D(3) has been amended or revoked, and shall bear no responsibility for any such amendment or revocation, whether communication to ALI in due time or not.

9. ALI reserved the right to amend/change any of the conditions, requirements and policies specified herein without prior notice. These conditions, requirements and policies are intended solely to enable ALI to expeditiously and intelligently evaluate an offer, and no right, title or interest is acquired or deemed vested in an owner/broker by reason hereof. ALI encourages an owner/broker to directly verify with ALI whether any of the conditions, requirements and policies specified herein has been amended or revoked.

Guide when Buying Real Estate in the Philippines

This is the standard sharing of expenses between the buyer and the seller when transferring the real estate property title(TCT - Transfer Certificate of Title or CCT - Condominium Certificate of Title) to a new owner: The SELLER pays for the:

Capital Gains Tax equivalent to 6% of the selling price on the Deed of Sale or the zonal value, whichever is higher. (Withholding Tax if the seller is a corporation)

Unpaid real estate taxes due (if any). Agent / Broker's commission.

The BUYER pays for the cost of Registration:

Documentary Stamp Tax - 1.5% of the selling price or zonal value or fair market value, whichever is higher.

Transfer Tax - 0.5% of the selling price, or zonal value or fair market value, whichever is higher.

Registration Fee - 0.25% of the selling price, or zonal value or fair market value, whichever is higher.

Incidental and miscellaneous expenses incurred during the registration process.

The above sharing of expenses is the standard practice in the Philippines. However, buyers and sellers can mutually agree on other terms as long as it is done during the negotiation period (before the signing of the "Deed of Sale"). The "Deed of Sale" or "Deed of Absolute Sale" is the document showing legal transfer of real estate property ownership. The deed of sale is then taken to the Registry of Deeds to be officially recorded after paying the documentary stamp, transfer tax and registration fees. Always verify from the Registry of Deeds the authenticity of a Transfer Certificate of Title before buying a property. If the seller only has a tax declaration, be extra cautious and check with neighbours, the Barangay captain or anyone in the know in the community to verify the seller/owner's true identity and the property's history. Your Agent / Broker will usually do the registration process (sometimes for a fee). However, all government taxes, transfer fees and incidental or miscellaneous expenses will be shouldered by the buyer. Documents needed when transferring the title (TCT or CCT) to the new owner:

Certified true copy of the title Notarized copies of the Deed of Sale Latest tax declaration of the property Certificate from the Bureau of Internal Revenue that the capital gains tax and

documentary stamps have been paid Receipt of payment of the transfer tax and registration fees

An adapted form of the "Torrens" system of land registration is used in the Philippines. The system was adapted to assure a buyer that if he buys a land covered by an Original Certificate of Title (OCT) or the Transfer Certificate of Title (TCT) issued by the Registry of Deeds, the same will be absolute, indefeasible and imprescriptible.