MARGIN CREDIT LINE AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Margin Credit Line Agreement (the “Agreement”) made and entered into this
____ day of ______________ in Makati City, by and between:
____________, with address ____________________________________; hereafter
referred to as “CLIENT”;
- and MAYBANK ATR KIM ENG SECURITIES, INC., with address at the 17th Flr.,
Tower One & Exchange Plaza, Ayala Triangle, Ayala Avenue, Makati City; hereafter
referred to as “Maybank ATR Kim Eng”.
W I T N E S S E T H : That
WHEREAS, the CLIENT has applied with Maybank ATR Kim Eng for a Margin
Credit Line and Maybank ATR Kim Eng has agreed to grant such Margin Credit Line to the
CLIENT under the terms and conditions herein stated.
WHEREAS, it is hereby acknowledged that the CLIENT has read, understood and
agree to all the terms set forth in Maybank ATR Kim Eng’s Online Service Agreement and,
accordingly, has signed it with all the other forms and documents required, including the
Customer Account Information Form.
WHEREAS, the CLIENT undertakes to notify Maybank ATR Kim Eng of any material
changes in the CLIENT’s circumstances or investments objectives. Any information given to
Maybank ATR Kim Eng on this Agreement is subject to verification with the CLIENT’s
express authorization.
NOW, THEREFORE, Maybank ATR Kim Eng and the CLIENT hereby agree as
follows:
ARTICLE I
THE MARGIN LINE
Section 1.01. Amount and Nature. Subject to the terms and conditions hereof,
Maybank ATR Kim Eng hereby agrees to grant the CLIENT a Margin Line in the aggregate
principal amount of not exceeding PESOS: ____________ (PhP___________) Philippine
Currency, (hereinafter referred to as the “Margin Line”) and subject to the conditions under
Section 1.03 hereof.
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Section 1.02. Purpose. The proceeds of all availments from the Margin Line shall be
used exclusively by the CLIENT for the purchase of any shares of stock listed and traded in the
Philippine Stock Exchange. The Margin Line shall have a term of one (1) year from signing
hereof (the “Availment Period”) which shall expire on __________(the “Expiry Date”).
Section 1.03. Availment Period . CLIENT may avail of the Margin Line at any time
within the Availment Period subject to the following conditions: (a) all the conditions under
Section 6.02 hereof have been complied with; (b) all such availments (“Availments”) shall in
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no case in exceed the aggregate principal amount stated in Section 1.01 hereof; (c) each
Availment shall in no case exceed fifty percent (50%) of the current market value of the
security at the time of the transaction; and (d) no Availment shall be granted by Maybank ATR
Kim Eng in CLIENT’s account in which the equity is less than Fifty Thousand Pesos
(Php50,000.00), or such higher amount as may be imposed by Maybank ATR Kim Eng under
Section 1.04 hereof (the “minimum maintaining net equity balance”).
Section 1.04. Sufficiency of Margin. The Margin Account of the CLIENT shall be
maintained in accordance with the requirements of law and relevant rules and regulations.
When there is an insufficiency of margin, a call for additional margin shall be issued promptly
by Maybank ATR Kim Eng to the CLIENT. The Margin Credit Line shall be subject to annual
review and renewal prior to the Expiry Date.
Should the CLIENT wish to increase or decrease his/her/its Margin Line, a written
request shall be submitted to Maybank ATR Kim Eng. The CLIENT understands that
Maybank ATR Kim Eng may approve or disapprove the request at its sole and absolute
discretion. Further, Maybank ATR Kim Eng may impose conditions for the approval of the
CLIENT’s request, which conditions may include, among others, the increase of the minimum
deposit and the minimum maintaining net equity balance as indicated in Section 1.03 hereof. In
case Maybank ATR Kim Eng approves such request for increase or decrease of Margin Line,
the use of the CLIENT of his/her/its Maybank ATR Kim Eng Margin Account subsequent to
such approval shall signify his/her/its agreement to any new and/or revised conditions.
Section 1.05. Marginable Securities. The term “Marginable Securities” refers to the
eligible marginable securities included in the list provided in MakeTrade’s website. A
reclassification of what are marginable or non-marginable securities and/or their margin rating
may be made by Maybank ATR Kim Eng at any time.
Section 1.06. Customer Margin Report. Maybank ATR Kim Eng shall provide
customer daily margin report via registered mail or email.
ARTICLE II
INTEREST AND OTHER BANK CHARGES
Section 2.01. Interest Rate. Unless otherwise expressly stipulated, any Availment
shall be subject to an interest rate of _____ per annun, exclusive of 12% VAT. Rates are subject
to change at Maybank ATR Kim Eng’s sole and absolute discretion, with notice to the
CLIENT.
Section 2.02. Compounding of Interest. Interest not paid when due shall form part of
the principal and shall be subject to the same interest rate as herein stipulated.
Please sign here
Section 2.03. Computation of Interest. The interest herein stipulated and other
obligations of the CLIENT for which no definite term has been provided, shall be computed on
the basis of actual number of days lapsed and a year of 360 days (A/360). The CLIENT
understands that interest, while computed daily, shall be debited on his/its account monthly.
Section 2.04. Penalty Charges. In addition to the interest provided for in Section
2.01 of this Article, any principal obligation of the CLIENT hereunder which is not paid when
due shall be subject to a penalty charge of one percent (1%) of the amount of such obligation
per month computed from due date until the obligation is paid in full. If Maybank ATR Kim
Eng accelerates the payment of Availment/s hereunder pursuant to Article VIII hereof, the
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penalty charge shall be based on the total principal amount outstanding and unpaid computed
from date of acceleration until the obligation is paid in full.
Section 2.05. Change in Circumstances. (a) In the event that there shall hereafter
occur any change in applicable law, rule or regulation or in the interpretation or administration
thereof, which shall increase the cost of maintaining any reserves or special deposits against the
Margin Line and any other cost of complying with law, regulation or condition with respect to
the Margin Line and the result of the foregoing is to increase the cost to Maybank ATR Kim
Eng of making or maintaining the Margin Line or to reduce the amount of any payment
(whether of principal, interest or otherwise) receivable by Maybank ATR Kim Eng hereunder,
then the CLIENT shall pay or reimburse to Maybank ATR Kim Eng such amount of any
payment (whether of principal, interest or otherwise) receivable by Maybank ATR Kim Eng
hereunder, as will compensate Maybank ATR Kim Eng for such additional costs or reduction
of payment. If the CLIENT shall be required to pay or reimburse Maybank ATR Kim Eng
under this Section 2.06, the CLIENT shall be free at any time within fifteen (15) days after such
payment or reimbursement is demanded by Maybank ATR Kim Eng to prepay the Availment/s
in full, together with accrued interest thereon on the date of prepayment, subject to giving
Maybank ATR Kim Eng no less than three (3) days notice thereof; (b) In the event it shall
become unlawful for Maybank ATR Kim Eng to maintain the Margin Line, then the Margin
Line shall be cancelled and the CLIENT shall forthwith prepay any Availment in full, without
premium or penalty, but with interest accrued thereon to the date of prepayment. Upon the
occurrence of any such event, Maybank ATR Kim Eng shall promptly notify the CLIENT
thereof and shall furnish the CLIENT evidence certified by Maybank ATR Kim Eng as to such
illegality.
Section 2.06. In the event there will be disagreement between Maybank ATR Kim Eng
and the CLIENT as to the rate of interest, any protest by the CLIENT as to the rate of interest
shall not in any manner affect the right of Maybank ATR Kim Eng to declare the CLIENT in
default if due to such dispute as to interest rate, the CLIENT stops payment of an amortization
or its interest on the ground that CLIENT is asking for suspension or deferment of payments on
the basis of pending issue as to the rate of interest.
ARTICLE III
MARGIN TRADING RULES
Section 3.01. Margin Line Termination. If this Margin Line is suspended or deemed
terminated at any time, the CLIENT shall settle in full any amounts due, whether or not billings
therefor have been sent to him/her/it, including any debit balance and/or other obligations under
his/her/its Maybank ATR Kim Eng Margin Account.
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Upon receipt of notice of the suspension or termination of his/her/its Margin Facility,
the CLIENT shall discharge his/her/its obligations by infusing additional funds, depositing
Marginable Securities, or placing an order with Maybank ATR Kim Eng to sell a sufficient
amount of the indentured securities to cover such obligations; Provided, however, that if such
sale is not executed on the trading day after termination of the Margin line, or when the net
proceeds of such sale are insufficient, then the CLIENT shall pay upon billing the entire
remaining obligations.
Section 3.02. Trading Limits. The CLIENT shall at all times conduct his/her/its
trading within the limits of his/her/its Margin Line, i.e. a two peso (PhP2.00) security cover for
every one peso (PhP1.00) exposure (debit balance) with Maybank ATR Kim Eng. In the event
the securities on the CLIENT’s account fall by more than twelve and one half percent (12.5%)
in market value, thereby reducing the account position or margin cover to less than one hundred
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seventy-five percent (175%) of the debit balance, a margin call shall be issued to inform the
CLIENT of such fact by email or facsimile and through notification in the CLIENT’s Trade/
Portfolio section. The CLIENT shall have a period of five (5) calendar days within which to
increase his/her/its margin cover back to two hundred percent (200%), by infusing cash,
depositing Marginable Securities, or selling securities in his/her/its account.
If the CLIENT is unable to increase his/her/its margin cover as required under Section
3.02 hereof, or the CLIENT’s stock position continues to decline or declines by more than
twenty-five percent (25%), thereby reducing the account position or margin cover to less than
one hundred fifty percent (150%) of the debit balance, a notice of margin suspension shall be
issued to the CLIENT and the following shall be implemented and complied with:
Section 3.2.1 Suspension of margin facility and conversion of the CLIENT’s
Maybank ATR Kim Eng Margin Account to a cash account;
Section 3.2.2 The CLIENT’s margin cover shall be raised back to two hundred percent
(200%) by selling marginable or non-marginable securities or by remitting or
depositing with Maybank ATR Kim Eng within twenty four (24) hours after the notice
is given by Maybank ATR Kim Eng, such additional funds or marketable securities
acceptable to Maybank ATR Kim Eng and indentured to it as may be necessary to
restore the CLIENT’s account within the limits of the CLIENT’s Margin Facility.
Upon the CLIENT’s failure, for any reason whatsoever, to deposit additional funds or
security to maintain the account within the limits of the CLIENT’s Margin Line, in
addition to the powers under Section 3.03 hereunder, the CLIENT hereby confers upon
Maybank ATR Kim Eng the right to close out the whole or part of the CLIENT’s open
transactions at any market price and at any time Maybank ATR Kim Eng deems it
proper. The CLIENT understands that he/she/it shall be liable for any losses or
deficiencies resulting therefrom plus interest charges. The enforcement of any right
hereunder shall not be construed as a waiver, release, or discharge of any deficit or
debit balance which may occur in the CLIENT’s account with Maybank ATR Kim
Eng;
Section 3.2.3 Compliance with Section 3.2.2 hereto shall not restore the CLIENT’s
margin privilege and the CLIENT will have to re-apply for another margin facility
subject to the same rules and guidelines;
Section 3.2.4 The CLIENT further acknowledges that he/she/it accepts full
responsibility for the consequences of all transactions executed by Maybank ATR Kim
Eng for and on the CLIENT’s behalf and that under no circumstance shall the CLIENT
hold Maybank ATR Kim Eng liable for any loss or damage suffered or incurred
thereby. The CLIENT further confirms that in the event Maybank ATR Kim Eng fails
to execute the CLIENT’s orders or instructions expeditiously, if at all, the CLIENT
shall not hold Maybank ATR Kim Eng liable for any loss or damage resulting thereof;
and
Please sign here
Section 3.2.5 The CLIENT acknowledges that Maybank ATR Kim Eng shall make the
margin call and notice of margin suspension by way of email notification and/or
facsimile and/or notice in the CLIENT’s Trade/Portfolio section. Maybank ATR Kim
Eng is not obligated to notify the CLIENT of said events in person, by telephone, or by
any other means.
Section 3.03. Power of Attorney. In the event this Agreement is terminated or deemed
terminated under Section 3.01 hereof, or in case of death or incapacity or when a petition for
bankruptcy or for the appointment of a receiver or conservator, or similar petition, is filed by or
against the CLIENT, or in the event the CLIENT fails to deliver the required margin cover
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pursuant to Section 3.2.2 hereof or otherwise fails to comply with this Agreement, or whenever
in its discretion, Maybank ATR Kim Eng deems it necessary for its protection and notifies the
CLIENT of such finding, all amounts owing to Maybank ATR Kim Eng under this Agreement
or any margin credit hereunder shall be immediately due and payable without demand or notice
other than as specified in this Section 3.03, and Maybank ATR Kim Eng shall be deemed to
have, and is hereby granted, an irrevocable power of attorney (coupled with interest) to do the
following on his/her/its behalf:
Section 3.3.1. To sell any or all of the indentured securities which may be in Maybank
ATR Kim Eng’s possession or which it may be carrying for the CLIENT, either
individually or jointly with others. Maybank ATR Kim Eng shall in case of any such
sale, be entitled to any deficiency in case the net proceeds of the sale are less than the
CLIENT’s obligations which deficiency the CLIENT, the CLIENT’s successors or
assigns shall remit to Maybank ATR Kim Eng upon demand, and the CLIENT shall, at
all times, be liable for the payment of the full account of any obligations owing under
the Margin Line and for any deficiency remaining thereunder in the event the
liquidation thereof in whole or in part by anyone of the parties thereto;
Section 3.3.2. To buy any or all securities of which the CLIENT’s account may be
short;
Section 3.3.3. To cancel any outstanding orders in order to close out the CLIENT’s
account in whole or in part, or in order to close out any commitments made in the
CLIENT’s behalf; and
Section 3.3.4. To apply to the payment of any of the obligations under the Margin Line,
any funds, securities, or things of value belonging to the CLIENT which may now or
hereafter be in Maybank ATR Kim Eng’s possession or control.
Any such sales or purchases provided in this Section may be made at Maybank ATR
Kim Eng’s discretion at either trading floor of the PSE or other markets where such
business is usually transacted, or at public auction or private sale. Further, Maybank
ATR Kim Eng has the discretion to choose which security in the CLIENT’s margin
account will be liquidated or sold pursuant to this Section.
Section 3.04. Application of Sales Proceeds. Notwithstanding the extinguishment of the lien
and security interest created herein, the CLIENT hereby expressly authorizes Maybank ATR
Kim Eng to apply in accordance with law the proceeds of any sale of securities contemplated in
Section 3.02 hereof, in full or partial satisfaction as the case may be, of the CLIENT’s
obligations under the Margin Line.
ARTICLE IV
PAYMENT CONDITONS
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Section 4.01. Repayment. All obligations of the CLIENT hereunder shall be paid to
Maybank ATR Kim Eng and/or performed by the CLIENT when due in accordance with the
terms applicable to the particular Availment, without need of demand presentment, or notice of
any kind, all of which are hereby waived by the CLIENT.
Section 4.02. Place of Payment. All payments shall be made at Maybank ATR Kim
Eng’s Head Office indicated in the Parties’ section.
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Section 4.03. Application of Payment. Payments made by the CLIENT shall be
applied in accordance with the following order of preference:
1. Accounts Receivable and other out-of-pocket expenses due to Maybank ATR
Kim Eng from CLIENT, if any;
2. Attorney’s Fees and other expenses of collection, if any;
3. Penalty Charges, if any;
4. Past due Interest, if any;
5. Principal Amortization/Payment in arrears;
6. Advance Interest;
7. Outstanding Balance; and
8. All other obligations of CLIENT to Maybank ATR Kim Eng, if any.
Section 4.04. Special Payment Condition. Whenever the CLIENT is carried in the
books of Maybank ATR Kim Eng for more than one (1) account, and CLIENT defaults in any
of its obligations, Maybank ATR Kim Eng shall have the option to apply any payment received
from the CLIENT or any other source in behalf of the CLIENT, or any money or thing of value
belonging to the CLIENT which may be in the possession or control of Maybank ATR Kim
Eng, to any account of the CLIENT which Maybank ATR Kim Eng may choose regardless of
the due dates of the accounts and notwithstanding that one account may be more onerous than
the other, or that the CLIENT gave instructions to the contrary.
This provision shall prevail over all agreements contained in any other documents or
contracts now or hereafter executed by the CLIENT with Maybank ATR Kim Eng.
Section 4.05. Taxes. Any and all payments made by the CLIENT hereunder shall be
made free and clear of, and without deduction for, any taxes, levies, imposts, deductions,
charges or withholdings.
If Maybank ATR Kim Eng shall be required to pay for such taxes or if the CLIENT
shall be required to make a deduction on any payment hereunder, the sum payable to Maybank
ATR Kim Eng shall be increased as may be necessary so that after making such payments or
deductions, Maybank ATR Kim Eng shall receive an amount equal to the sum it would have
received if no such deductions or payments have been made.
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The CLIENT shall reimburse Maybank ATR Kim Eng for the full amount of taxes paid
by and not subsequently refunded to Maybank ATR Kim Eng, or any liability (including
penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such
taxes were correctly or legally asserted. Such reimbursement shall be made within ten (10)
days from the date Maybank ATR Kim Eng makes written demand therefore and presents to
the CLIENT the official receipts evidencing such payments.
If under an existing law or any law which will be enacted in the future, the CLIENT is
or will be exempted from the payment of any of the taxes aforementioned, so that the burden of
paying any such taxes is shifted to Maybank ATR Kim Eng, it is agreed by and between the
parties herein that notwithstanding said law exempting the CLIENT from the payment of such
taxes, the CLIENT shall assume the burden of paying such taxes and if Maybank ATR Kim
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Eng is compelled to advance the payment of such taxes, then the CLIENT shall immediately,
upon notice, reimburse Maybank ATR Kim Eng for such expenses.
ARTICLE V
COLLATERALS
Section 5.01. Security. As security for the prompt and effective repayment of
principal, interest and other charges due on the Margin Line and for the performance of any and
all other obligations under this Agreement, the CLIENT shall execute and deliver to Maybank
ATR Kim Eng the following documents (the “Security Documents”) in form and substance
hereto attached as Annex _____ and _______:
a. A Pledge Agreement over shares of stock of corporations, legally and
beneficially owned by CLIENT.
b.
Section
5.1.2.
A
__________________________________.
Real
Estate
Mortgage
over
(Hereinafter, the properties abovementioned shall be collectively referred to as
“Collaterals”).
Section 5.02. Collateral Value. The fair market value of the Collaterals shall in no
case be lower than Two Hundred percent (200%) of the total amount of outstanding Availments
at any time.
ARTICLE VI
CONDITIONS FOR LENDING
The obligation to allow any Availment is subject to the prior fulfillment, as determined
solely by Maybank ATR Kim Eng and its counsel, of the following conditions precedent and
the continued fulfillment of such conditions on the date of such Availment.
Please sign here
Section 6.01. Conditions Precedent. Maybank ATR Kim Eng shall have received in
form or substance satisfactory to it the following:
a. Corporate Documents. If the CLIENT is a corporation:
(i)
A Certified true copy of the Articles of Incorporation and By-Laws of
the CLIENT, as amended as of the date hereof, together with the
Certificates of their filing with the Securities and Exchange
Commission.
(ii)
A certificate of the Secretary of the CLIENT on the resolution of the
Board of Directors (and stockholders, if applicable) of the CLIENT
authorizing the transactions contemplated in this Agreement, the
authority of the person/s executing this Agreement and other related
documents and instruments called for by the terms of this Agreement;
and
(iii)
A certificate of the Secretary of the CLIENT stating as of the date
thereof, the authorized capital of CLIENT, the issued and outstanding
shares, and the subscribers thereof.
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b. Collaterals. This Agreement, Collaterals, the Security Documents and other
instruments required by Maybank ATR Kim Eng that have been duly executed,
registered (as the case may be) and delivered to Maybank ATR Kim Eng, and
proof that all the taxes and duties thereon have been fully paid.
Section 6.02. Conditions for Each Availment.
a. Each Availment by the CLIENT shall be subject to availability of funds;
b. All of CLIENT’s representations and warranties as set forth in Article VII
hereof are true and correct;
c. CLIENT has complied with and is in continued compliance with all its
covenants hereunder;
d. No event of Default as defined in the Article VIII hereof has occurred and
remains unremedied;
e. All documents and instruments delivered to Maybank ATR Kim Eng and other
conditions precedents specified in this Article VI shall have remained in full
force and effect; and
f. CLIENT shall have complied with all other obligations under this Agreement.
Section 6.03. Termination of Margin line/Non-Allowance of Availment. In the
event that Maybank ATR Kim Eng shall terminate this Margin Line before the Expiry Date or
shall not allow Availment by the CLIENT for any reason whatsoever, the CLIENT hereby
agrees to hold Maybank ATR Kim Eng free and harmless from any liability whatsoever on
account of such termination of the Margin Line or non-allowance of Availment therefrom.
ARTICLE VII
REPRESENTATIONS AND WARRANTIES
The CLIENT hereby makes the following representations and warranties which shall
remain valid and effective for so long as any of the CLIENT’s obligations hereunder or under
other documents/instruments in relation hereto is not paid or performed.
Section 7.01. Good Standing. The CLIENT, if a corporation, is duly incorporated,
validly existing and in good standing under the laws of the Philippines.
Please sign here
Section 7.02. Power/Authorization. The CLIENT has full legal power and capacity
to enter into and perform its/his/her/their obligations under this Agreement, the Security
Documents, and other documents and instruments executed in relation hereto. The CLIENT
has taken all necessary actions to authorize the borrowings hereunder, the collaterals required
and to execute, deliver and perform this Agreement. This Agreement, the Security Documents
when duly executed, registered, as the case may be, and delivered, constitute and will
constitute the legal, valid and binding obligations of the CLIENT enforceable in accordance
with their respective terms.
Section 7.03. No Default. No Event of Default as defined in Article VIII hereof has
occurred, and is continuing, nor has any event which constitutes or which with the giving of
notice or lapse of time or both would constitute such Event of Default, has occurred.
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Section 7.04. Validity of Agreement. The execution and delivery of this Agreement
the Security Documents, the Collaterals and other documents required hereunder and the
performance of the CLIENT’s obligations thereunder will not conflict with or violate its articles
of incorporation or other constitutive documents, or any law, regulation or any agreement or
instrument to which the CLIENT is a party or by which it is or its properties may be bound.
Section 7.05. Litigation. There are no arbitration proceedings and no proceedings
before any court or any government agency or administrative body pending or to the best of
its/his/her knowledge threatened against the CLIENT or the Collaterals, that if adversely
determined might materially impair the financial condition or operations of the CLIENT or the
Collaterals or the CLIENT’s ability to pay, when due, principal of and interest on Availment/s
or any portion thereof and any fee, charge or expense due hereunder or that might enjoin the
execution and delivery of, or might affect in any manner the validity or enforceability of this
Agreement, the Security Documents and related documents and instruments.
Section 7.06. Financial Statements. The financial statements submitted by the
CLIENT to Maybank ATR Kim Eng are complete and correct and fairly present the financial
condition and the results of the operations of the CLIENT as of such dates and for the period
therein covered in accordance with generally accepted accounting principles applied on a
consistent basis. There are no liabilities, direct or indirect, fixed or contingent, of the CLIENT
as of the date of such financial statements that are not reflected therein or in the notes thereto
which materially and adversely affect the performance of its/his/her obligations hereunder.
Since the latest date of such financial report, there has been no materials adverse change in the
financial condition or results of operations of the CLIENT.
Section 7.07. Collaterals. The CLIENT (i) is the legal and beneficial owner of, with
good, legal, valid and indefeasible rights, interest and/or title to, the Collaterals; and (ii) the
Collaterals are free from any lien, pledge, charge, lease, easement, servitude, right of others,
security interest or encumbrance of any kind in respect of such property (including any
conditional sale or other title retention agreement, any financing or similar statement or notice).
ARTICLE VIII
EVENT OF DEFAULT
Section 8.01. Events of Default. Each of the following events and occurrences shall
constitute an Event of Default under this Agreement:
a. The CLIENT shall fail to pay, when due, any Availment, any interest, or any
other sum due hereunder in accordance with the terms hereof.
b. Any representation or warranty of the CLIENT contained herein proves to have
been untrue, incorrect or misleading as of its date in any material respect, or is
breached at any time, in the reasonable opinion of Maybank ATR Kim Eng.
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c. The fair market value of the Collateral falls below two hundred percent (200%)
of the total amount of outstanding Availments and additional security to make
up for the shortfall is not delivered within three (3) days from dispatch of
notice to the CLIENT by Maybank ATR Kim Eng with respect thereof.
d. The CLIENT fails to perform or violates any other provision of this Agreement
and such failure or violation, in the reasonable opinion of Maybank ATR Kim
Eng, is not remediable or, if remediable, continues unremedied for a period of
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ten (10) days from the date Maybank ATR Kim Eng dispatches notice to the
CLIENT with respect thereof.
e. The CLIENT is declared in default by reason of failure to make payment on
due date or beyond a formal grace period or extension thereof, if any, of any
obligation for borrowed money other than the Availment/s, or any obligation
guaranteed by the CLIENT, and the effect of such default is the acceleration of
the maturity of such obligation.
f.
An effective resolution is passed or an order is made for the winding up of the
CLIENT, or if the CLIENT is a natural person, death of the CLIENT, or if the
CLIENT is a partnership, death of a partner.
g. The CLIENT ceases or threatens to cease to carry on substantially the whole of
its/his/her/their business or any substantial part thereof or its insolvent or is
unable to pay its/his/her/their debts as they fall due.
h. An encumbrancer takes possession or a receiver is appointed over the whole or
any part of the undertaking or assets of the CLIENT.
i.
Execution is levied upon against the whole (or part considered by Maybank
ATR Kim Eng to be material in the context of this Agreement) of the assets of
the CLIENT and is not discharged or stayed within seven (7) days after having
been levied or enforced.
j.
Any governmental registration, license, authorization, consent or approval, the
existence or continuation of which is at any time necessary to enable the
CLIENT to comply with its/his/her/their obligations hereunder is revoked,
withdrawn or withheld or otherwise fails to remain in full force and effect.
k. Any change in any applicable law, regulation, directive or in the interpretation
thereof by any governmental authority charged with the administration or
issuance thereof shall make its unlawful for the CLIENT to give effect to
its/his/her/their obligations as contemplated under this Agreement.
l.
There occurs any significant change in the ownership or control of the
CLIENT, if a corporation, and such change in the opinion of Maybank ATR
Kim Eng will adversely affect the ability of the CLIENT to perform its
obligations hereunder.
m. The CLIENT fails to satisfy the call for (i) initial margin within five (5)
business days from the date the insufficiency is created; or (ii) maintenance
margin within twenty four (24) hours after the call is issued pursuant to Section
3.2.2 above.
Section 8.02. Consequences of Default.
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Section 8.2.1. If an Event of Default shall occur and be continuing, Maybank ATR
Kim Eng may:
a. By written notice to the CLIENT, declare all outstanding Availment/s
together with accrued interest and any other sum payable hereunder to be
immediately due and payable without presentment, demand or notice of
any kind, other than the notice specifically required by this Section, all of
which are expressly waived by the CLIENT;
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b. By notice to the CLIENT, declare any undrawn portion of the Margin Line
cancelled, such cancellation to be effective upon the giving of such notice;
c. Thereafter, immediately avail itself of any remedy under this Agreement,
the Security Documents and the law.
Section 8.2.2. If the Event of Default described in Section 8.01 (m) above shall
occur, Maybank ATR Kim Eng may, without need of any notice to the CLIENT, liquidate
securities sufficient to meet the margin call or eliminate the margin deficiency existing on
the day such liquidation is required, whichever is less. Maybank ATR Kim Eng may
liquidate the securities through the Philippine Stock Exchange or in the best available
public market. If the margin deficiency in the account is less than Ten Thousand Pesos
(PhP10,000.00), however, Maybank ATR Kim Eng may, at its option, take no action.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Compensation or Set-Offs. Maybank ATR Kim Eng may apply any
payment received from, or money held to the order of, the CLIENT in satisfaction in whole or
in part of any sum due and payable by the CLIENT arising from the Margin Line.
Maybank ATR Kim Eng is likewise hereby authorized, effective upon the CLIENT’s
default, to apply any credit balance, funds or properties of the CLIENT then in the possession
of Maybank ATR Kim Eng in any capacity whatsoever in payment of any amount owing by the
CLIENT hereunder by way of compensation or set-off and shall inform the CLIENT
immediately after such application of payment is made.
Section 9.02. Waiver, Cumulative Rights. The failure or delay of Maybank ATR
Kim Eng to require performance by the CLIENT of any provision of this Agreement shall not
affect its right to require performance of such provisions unless and until such performance had
been waived in writing by Maybank ATR Kim Eng in accordance with the terms hereof. Each
and every rights granted to Maybank ATR Kim Eng hereunder or under any other document or
instrument delivered hereunder or in connection herewith, or allowed to Maybank ATR Kim
Eng at law or equity, shall be cumulative and may be exercised in whole or in part from time to
time.
Section 9.03. Termination and Amendments. This Agreement and the documents
referred to herein constitute the entire obligation of the parties hereto with respect to the subject
matter hereof and shall supersede any prior expression of intent or understanding with respect
to the transaction. Maybank ATR Kim Eng may terminate this Agreement by sending written
notice to the CLIENT at least thirty (30) days before such termination. Maybank ATR Kim
Eng shall have the option to amend, cancel, suspend, or terminate any of the provisions of this
Agreement by sending a written notice to the CLIENT at least one (1) day prior to the date of
effectivity of such amendment, cancellation, suspension or termination.
Please sign here
Section 9.04. Benefit of Agreement. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the parties hereto and their respective successors
and assigns. However, the CLIENT shall not assign any of its/his/her/their interests, rights and
obligations hereunder without the prior written consent of Maybank ATR Kim Eng.
Section 9.05. Notices. Any communication required or permitted to be given
hereunder shall be deemed to have been duly made or given if delivered in writing either by
personal delivery or by registered mail, postage prepaid, or by telex, telegram, radiogram, or
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cable (with postage prepaid) to the party to which the communication is intended at
its/his/her/their address indicated in this Agreement or at such other address as such party may
hereafter specify to the other in writing.
Section 9.06. Attorney’s Fees. If Maybank ATR Kim Eng shall require the services
of counsel for the enforcement of its rights under this Agreement, the Security Documents and
other related documents, Maybank ATR Kim Eng shall be entitled to recover attorney’s fees
equivalent to not less than twenty-five percent (25%) of the total amount due and outstanding
but not less than Twenty-Thousand Pesos (Php20,000.00) exclusive of costs of suit and other
expenses.
Section 9.07. Documentation Expenses. All expenses for the due execution of this
Agreement, the Security Documents and related documents such as for document preparation,
notarization, documentary stamps, telex, cable, insurance and registration, as the case may be,
shall be for the exclusive account of the CLIENT.
Section 9.08. Separability Clause. If any or more of the provisions contained in this
Agreement or documents executed in connection herewith shall be declared invalid, illegal, or
unenforceable in any respect, the validity, legality and enforceability of the remaining
provisions hereof shall not in any way be affected or impaired.
Section 9.09. Venue. Any legal action or suite relating to this Agreement or any other
documents related hereto shall be instituted in the proper courts of Makati City at the exclusive
option of Maybank ATR Kim Eng. By the execution of this Agreement, the CLIENT hereby
submits to such jurisdiction.
Please sign here
Section 9.10. Stipulation on address of CLIENT. All correspondence relative to this
Agreement, including demand letters, summons, subpoenas or notification of any judicial or
extrajudicial action shall be sent to the CLIENT at the address given above or at the address
that may hereafter be given in writing by the CLIENT to Maybank ATR Kim Eng and the mere
act of sending any correspondence by mail or personal delivery to the said address shall be
valid and effective notice to the CLIENT for all legal purposes, and the fact that any
communication is not actually received by the CLIENT or that it has been returned unclaimed
to Maybank ATR Kim Eng, or that no person was found at the address given, or that the
address is fictitious, or cannot be located, shall not excuse or relieve the CLIENT from the
effect of such notice.
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IN WITNESS WHEREOF, the Parties have signed these presents at the date and at the
place first written above.
MAYBANK ATR KIM ENG SECURITIES, INC.
By:
(Client)
LORENZO T. ROXAS
President
NILAIDA S.ENRIQUEZ
EVP-Operations
SIGNED IN THE PRESENCE OF:
________________________________
_________________________________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES)
_____________________________) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, on this ___ day of
_____________ personally appeared the following:
Name
Community Tax
Passport No.
Certificate/ Date/Place Issued
Maybank ATR KimEng Securities, Inc.
Lorenzo T. Roxas
Nilaida S. Enriquez
Client
Known to me and to me known to be the same persons who executed the foregoing MARGIN
CREDIT AGREEMENT and they acknowledged to me that the same is their free and voluntary
act, as well as the free and voluntary act of the corporation they represent, they being duly
authorized for the purpose.
Please sign here
WITNESS MY HAND AND SEAL on the date and at the place first above written.
Doc. No. _____;
Page No. _____;
Book No. _____;
Series of _____;
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