agreement to purchase receivables

7/31/2019 Agreement to Purchase Receivables

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AGREEMENT TO PURCHASE RECEIVABLES

This Agreement made this 19th of October 2005 in Makati City, Philippines by andbetween:

CITYLAND DEVELOPMENT CORPORATION, a corporation duly organized and

existing under and by virtue of the laws of the Philippines, with office address at 3/FCityland 10 Tower 2, 154 H.V. dela Costa Street, Ayala North, Makati City representedherein by RUFINA C. BUENSUCESO, Senior Vice President and MERLITA M.REVUELTA, Assistant to the President, hereinafter referred to as the SELLER,

and

INSULAR INVESTMENT & TRUST CORPORATION-TRUST & INVESTMENTMANAGEMENT DIVISION (As TRUSTEE of Cityland Group Employees RetirementFund), an investment house duly organized and existing under and by virtue ofPhilippines laws, with principal offices at the Insular Life Building, 10th Floor, Ayala

Avenue corner Paseo de Roxas, Makati City, acting under its trust powers and

represented herein by ROSALINDA A. VERGARA, Assistant Vice President & TrustOfficer and WILLIAM A. LEGO, Assistant Manager, hereinafter referred to as theBUYER;

WITNESSETH: That

WHEREAS, the SELLER has certain receivables arising from the sale in the Philippinesof real properties to its various clients;

WHEREAS, the SELLER desires to sell and the BBUYER has agreed to buy some ofthe said receivables under such terms and conditions acceptable to both parties;

NOW, THEREFORE, for and in consideration of the above premises and of the mutualcovenants and stipulations hereinafter contained, the SELLER and the BUYER herebyagree as follows:

1. PURCHASE OF RECEIVABLES

The SELLER hereby sells, transfers, and conveys unto the BUYER, itssuccessors and assigns, all its rights to and interest in its qualified receivablesidentified in the Schedules to be attached to the Deed of Sale which shall beaccomplished by the SELLER, from time to time as the need arises and theBUYER accepts the same. Such receivables shall be in the aggregate amountnot exceeding PESOS: ___________________________________________,

Philippine Currency, and shall be subject to the terms and conditions hereinafterset forth.

2. FEATURES OF RECEIVABLESThe receivables to be sold hereunder by the SELLER shall have the followingfeatures:

2.1 Must be valid and subsisting and free from and clear of all liens andencumbrances whatsoever; there is no legal or contractual impedimentwhich impairs assignability, validity, and enforceability thereof;

2.2 Must be bona fide, due and demandable on their dates; must not be

subject to any set-off or counterclaim and will not be contingent upon thefulfillment of any contract or conditions whatsoever and the BUYER mayverify all such receivables or any portion thereof;

2.3 Must be in current payment status.

3. REPRESENTATIONS

The SELLER represents that:

3.1 The execution and delivery of this Agreement and all other documentsand deeds related hereto and the performance and observance by the

SELLER of their respective terms and conditions: (a) are within thepowers of the SELLER; (b) have been duly authorized by all necessary


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acts and deeds; (c) do not contravene or violate any provisions of theArticles or By-Laws of the SELLER, and of any law, regulation, decree,order, ruling, contract, agreement, indenture, writing or any otherrestriction binding on the SELLER and its properties; (d) have received allorders, consents, approvals and authorizations of all courts, officers,administrative or regulatory agencies, commissions and authorities

necessary to make this Agreement and all documents and deeds relatedor supplemental hereto, valid and binding and enforceable in accordancewith their respective terms.

4. SERVICING OF RECEIVABLES PURCHASED

The SELLER shall continue to service the receivables purchased, that is, tohandle the record keeping and collection thereof at no cost to the BUYER. It isunderstood that the servicing by the SELLER of the receivables purchased ispart of the entire transaction.

5. REMITTANCE OF COLLECTIONS

Collections to be made by the SELLER from receivables sold to the BUYER shallbe remitted directly to the BUYER.

6. TIME, MANNER, AND PLACE OF PAYMENT

All payments hereunder shall be made to the BUYER at its address indicated inthe first page of this Agreement, by tender of a corporate or cashiers/managerscheck of any local bank, made not later than 11:00 a.m. of the due date. Checksreceived after that time shall be deemed paid the following business day andshall subject the SELLER to a 2.0% late payment penalty on the amortizationdue. In any case, checks shall constitute payment only when they have been

cleared.

7. RECISSION

If any representation or covenant contained in this Agreement or in anyagreement, report or written statement given to the BUYER regarding anytransaction undertaken pursuant hereto is untrue, incorrect, violated or notcomplied with or in the event of any material breach on the part of the SELLER ofthe Agreement or if any promissory note, evidence of indebtedness or otherinstrument given or sold by the SELLER to the BUYER is not paid, then in suchevent shall be considered rescinded after the lapse of fifteen (15) days fromreceipt of written notice by the BUYER to the SELLER.

8. INTEREST/PENALTY ON PAYMENT OF DEFAULT

If debtor of SELLER defaults in payment of any of the amortization, notconstituting a ground to rescind the contract of sale, interest at the rate of 2.0%of such amortization due shall be for the account of the SELLER.

9. DOCUMENTARY STAMP TAX, FEES AND EXPENSES

The SELLER shall pay documentary stamp tax, notarial fee and documentationfee necessary for the execution, delivery. Notarization and enforcement of this

Agreement, the collaterals securing the receivables purchased, and any and all

documents and instruments, required or related therewith. The BUYER may, butit is not obliged, to advance the same, in which case the SELLER shall, upondemand, reimburse the amount advanced with interest at the rate then chargedby the BUYER for loans of similar amount and term from date of advance untilfull payment thereof.

10. ATTORNEYS FEES

If the BUYER shall hire the service of counsel to enforce any of its rights in andto this Agreement and any related documents, the BUYER shall be entitled torecover from the SELLER as attorneys fees a sum equivalent to twenty-fivepercent (25.0%) of the total sum due, which in no case shall be less than

P10,000 in addition to all other fees, expenses, and damages incurred by theBUYER.


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11. COVENANT TO PAY TAXES

The SELLER hereby agrees and undertakes to pay any and all taxes, levies, andassessments, if any, which may be imposed by the government on or inconnection with the purchase of receivables except those which are contested in

good faith and by appropriate proceedings by the SELLER and hereby holds theBUYER free from and harmless from all losses, claims or liability arising out of itsfailure to pay such taxes, levies, and assessments.

12. VENUE OF ACTIONS

Any legal action or proceeding arising out or connected with this Agreement, thereceivables purchased, the collaterals securing such receivables, if any, and anyand all related documents shall be brought in the proper courts in Makati City,without prejudice to the right of the BUYER to file any action or proceedingswhere assets of the SELLER could be found or located.

IN WITNESS WHEREOF, the parties hereto have caused these presents to besigned by their respective duly authorized officers as of the date and at the place firstset above forth.

CITYLAND DEVELOPMENT CORP. INSULAR INVESTMENT&TRUST CORP.(Seller) Trust & Investment Management Division

As Trustee of Cityland Group EmployeesRetirement Fund(Buyer)

By: By:

RUFINA C. BUENSUCESO ROSALINDA A. VERGARASenior Vice President Assistant Vice President & Trust Officer

MERLITA M. REVUELTA WILLIAM A.LEGOAssistant to the President Assistant Manager

SIGNED IN THE PRESENCE OF:

__________________________ _____________________________


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ACKNOWLEDGMENT

REPUBLIC OF THE PHILIPPINESMAKATI CITY

BEFORE ME, a Notary Public for and in the above jurisdiction this ______ day of________, 2005, personally appeared the following:

Name Comm. Tax Cert. No. Date/Place of Issue

Rosalinda A. VergaraWilliam A. LegoInsular Investment &Trust Corp.Rufina C. Buensuceso

Merlita M. RevueltaCityland Development Corp.

known to me to be the same who executed the foregoing Retirement Fund TrustAgreement consisting of _________ (____) pages, including this page of the same istheir free and voluntary act and deed of the corporations herein represented.

WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place firstabovewritten.

NOTARY PUBLIC

Doc. No. ______;Page No. ______;Book No. ______;Series of 2005.

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