CHARGE OF CASH AND SECURITY AGREEMENT (FIRST PARTY)

Transcription

1 CHARGE OF CASH AND SECURITY AGREEMENT (FIRST PARTY TO: OVERSEA-CHINESE BANKING CORPORATION LIMITED 1. In consideration of OVERSEA-CHINESE BANKING CORPORATION LIMITED (hereinafter called "the Bank" which expression shall include the Bank's successors and assigns agreeing at my/our request and for my/our benefit to grant and/or continue to grant time, make advances or otherwise give credit or afford banking facilities or other financial accommodation through any branches of the Bank anywhere in the world including, without limitation, the negotiation, discounting, acceptance, endorsement or collection by the Bank of bills of exchange or the issue or establishment by the Bank of bonds, guarantees, standby letters of credit, letters of credit and other documentary credits and/or reorganise, release and/or restructure the securities, pledges and/or other collateral now held by the Bank as security for my/our liabilities owing to the Bank whether solely or jointly with any other person, l/we, of (hereinafter called "the Depositor" which expression shall include the Depositor's personal representatives and successors in title as beneficial owner HEREBY CHARGE BY WAY OF FIRST FIXED CHARGE in favour of the Bank all moneys (hereinafter called "the Deposits" in any currency now or at any time hereafter standing to the credit of all deposit account(s or of such other account(s of the Depositor, including structured deposits and structured products, held in the name of the Depositor, with any of the branches of the Bank anywhere in the world, which shall include any renewals thereof whether by way of extension, replacement or substitution together with interest accrued or to be accrued thereon and all additions thereto as continuing security for the payment and discharge on demand of all moneys and liabilities, present or future, primary or collateral, joint or several, actual or contingent, which are now or shall at any time be or become due, owing, payable or incurred to the Bank by the Depositor on any account whatsoever (including without limitation any present or contingent liabilities incurred prior to the date of this Agreement or from the negotiation, discounting, acceptance, endorsement or collection by the Bank of bills of exchange or by the issue or establishment by the Bank of bonds, guarantees. standby letters of credit, letters of credit and documentary credits, whether already issued or established at the date of this Agreement or at any future time, in favour of the Depositor and/or any other person and liabilities arising directly or indirectly out of foreign exchange facilities afforded by the Bank to the Depositor or from foreign exchange or banking transactions carried out by the Bank or its agents on behalf of the Depositor, whether solely or jointly and/or severally with any other person and including interest thereon from the date of demand to the date of payment, as well before as after judgment, at such rates and upon such terms as may from time to time be payable by the Depositor and all interest, commission, costs, banking and other charges and expenses (including legal and other professional fees which the Bank may incur in enforcing or obtaining payment of the moneys due or liabilities owing to the Bank from the Depositor, either alone or in conjunction as aforesaid, or attempting so to do, (such obligations and liabilities of the Depositor shall hereinafter be called "the Secured Obligations" to the extent that the Bank shall be afforded a full, complete and unlimited indemnity in respect thereof notwithstanding any rule of law or equity to the contrary. This Agreement shall not be discharged or released until all the Secured Obligations to the Bank are validly and legally discharged. 2. The Depositor undertakes and agrees with the Bank as follows:- (1 that the Bank may at any time and from time to time, forthwith and without the consent of, or further notice (at any time without restriction to the Depositor set-off and appropriate the Deposits or any part thereof, irrespective of the terms on which they are held (including Clause 4, in or towards the satisfaction of the Secured Obligations and that the Bank may purchase with the whole or any part of the Deposits such sum in such currencies as may be required to enable the Bank to effect any such application; (2 that the Bank may at any time and from time to time, at its sole and absolute discretion, forthwith and without the consent of, or further notice (at any time without restriction to the Depositor terminate any Deposit which is a structured deposit or a structured product, and set off and appropriate the redemption amounts or any part thereof, irrespective of the terms on which such Deposit is held (including Clause 4, in or towards the satisfaction of the Secured Obligations. The Bank shall not be liable to the Depositor for any loss, cost or expenses sustained by the Depositor as a result thereof. OCBC Legal / August

2 The Depositor shall indemnify the Bank on a full indemnity basis from any cost, loss or liability secured by the Bank as a result of such termination; (3 that so long as any part of the Secured Obligations shall remain outstanding, the Depositor shall not and is not entitled, except with the consent of the Bank in writing, to withdraw the whole or any part of the Deposits whether of principal sum or interest thereof, or take any action whatsoever to recover the same, or assign or otherwise dispose of, or charge, or encumber, or grant or suffer to arise any third party rights in or over, the Deposits or any part thereof except in favour of the Bank; (4 that the Depositor shall immediately on the Bank's request execute and sign all such documents and do or procure to be done all such other acts and things as may be necessary to perfect the Bank's title to or security in, or for disposing of the Deposits (in the manner aforesaid; (5 that the Depositor hereby irrevocably appoints the Bank as its attorney (with powers of substitution for the duration of this Agreement for the purpose of enabling the Bank to execute and sign documents and to do all such other acts and things which the Depositor can do in relation to the Deposits and/or this Agreement and the Depositor hereby ratifies and indemnifies the Bank in respect of any action taken by the Bank in the exercise of this power of attorney; (6 that in addition to any lien, right of set-off or other rights which the Bank may have in law, the Bank shall be entitled at any time and without notice to the Depositor to combine and consolidate all or any of the accounts of the Depositor (including the Deposits with, and liabilities to, the Bank anywhere in the world or set-off or transfer any sum standing in one or more of such accounts towards the satisfaction of the Secured Obligations; and (7 in the event that any of the Depositor's creditors should seek to attach any one or more of the Deposits by any proceedings or otherwise or in the event that a receiver, manager, judicial manager or other similar officer should be appointed by the Depositor or over any of the Depositor's assets or properties the Bank's right of set-off shall be deemed to have arisen immediately before the commencement of such proceedings or before such appointment (as the case may be. 3. The Depositor hereby authorises the Bank to renew, withdraw or otherwise deal with the Deposits or any part thereof from time to time at the Bank's sole and absolute discretion without any notice to the Depositor and without any liability for any loss, cost or expenses sustained by the Depositor as a result thereof. 4. Without prejudice to Clauses 1, 2 and 3 of this Agreement, the Deposits shall be held by the Bank on the terms that (except with the prior written consent of the Bank the Deposits shall mature on the earlier of:- (1 the date on which the Bank ascertains to its satisfaction that:- a the Bank has no liabilities to make available banking facilities or other accommodation to the Depositor; and b the Depositor has satisfied and discharged the Secured Obligations; and (2 the date on which the amount of any actual liability comprising all or part of the Depositor's Secured Obligations has been ascertained to the satisfaction of the Bank (as determined by it in its sole and absolute discretion Provided Always that if at any such date the Bank has any liabilities under Clause 4(1(a or the Depositor has any liabilities to the Bank, only such portion of the Deposits equivalent to the amount of such actual liability (or if the Deposits are less than the amount of such actual liability, the whole of the Deposits shall mature (and the balance thereof shall continue to be subject to all the provisions of this Agreement, to the intent that at such time as the Deposits (or such portion thereof shall mature, the Depositor acknowledges that the Bank may exercise in relation thereto any rights of consolidation, combination, set-off or other right to which the Bank may be entitled under this Agreement, any other agreement, at law, in equity or otherwise and may (upon such liabilities becoming due debit the whole or any part of such liabilities against the Deposits. OCBC Legal / August

3 5. At any time after the Deposits or any part thereof shall have matured, subject to Clause 4 above and to the rights of any person entitled thereto in priority to the Depositor, the Depositor may at his/its cost and request require the Bank to pay to him/it such part of the Deposits that has matured but which has not been applied as aforesaid and release the same from any security purported to be created hereby and until such time, the Bank shall be entitled to withhold payment of the Deposits, or any part thereof which has not matured, from the Depositor. 6. In the event of any inconsistency between the terms hereof and any other terms on which the Deposits or any part thereof are held by the Bank including the existence of any fixed or scheduled maturity on the Deposits or any part thereof, the terms of this Agreement shall prevail and, without prejudice to the generality of the foregoing, the Bank shall not be precluded or obliged to delay the exercise of its right under this Agreement or otherwise until the expiry of any fixed period or scheduled maturity relating to the Deposits or any part thereof and the Bank may terminate such fixed period or scheduled maturity at any time and adjust the interest payable by it (if any and subject to the terms hereof accordingly. If at any time prior to the Bank releasing the Deposits from the security hereby constituted any part of the Deposits would but for this Clause constitute a time deposit, it shall not mature except in accordance herewith and the Bank shall be entitled to withhold the same as if it had been successively re-deposited with the Bank subject to the terms of this Agreement for such period and on such terms as determined by the Bank in its absolute discretion without the need for any concurrence by the Depositor. 7. (1 The Bank may, at all times without in any way affecting the security hereby created:- a increase, decrease, extend, renew or restructure all or any of the loans and advances or credit or banking facilities or any other accommodation granted or given to the Depositor from time to time whether solely or jointly with any other person or persons (in partnership or otherwise and whether beyond the said limit or otherwise or any variation of any terms and conditions thereof with or without notice to the Depositor; b deal with, exchange, vary, release, realise, modify or abstain from perfecting or enforcing any collateral, security or guarantee or rights which the Bank may now or hereafter have from or against the Depositor or any other person; c grant to the Depositor or any other person any time, indulgence, forbearance or concession; d compound with, discharge, release or vary the liabilities or accept or vary any compromise, arrangement or settlement with the Depositor or any other person; and/or e renew guarantees, standby letters of credit, letters of credit, bills or promissory notes or other negotiable or non-negotiable instruments in any manner and compound with, accept composition from and make other arrangements with, the Depositor or any person liable to the Bank in respect of the bills, notes, instruments or other securities or guarantees held or to be held by the Bank for the Secured Obligations or any part thereof. (2 The Depositor declares that this security shall not be discharged or affected and shall continue in full force and effect notwithstanding:- a any legal limitation on, or insufficiency in the borrowing powers of or disability or incapacity of, or other fact or circumstance relating to, the Depositor or any other person; b any irregularity, unenforceability, illegality or invalidity of any obligation of the Depositor or any other person under, or any defect or informality of, any collateral security or document to the intent that this security shall remain in full force and effect and this security shall be construed accordingly as if there were no such irregularity, unenforceability, illegality, invalidity, defect or informality; c the failure of the Bank to take any security agreed to be taken by the Bank; OCBC Legal / August

4 d any amalgamation, reconstruction or sale of all or any part of the Bank's undertaking and assets to another company whether the company or companies with which the Bank amalgamates or the company to which the Bank transfers all or any of its assets either on a reconstruction or sale as aforesaid shall or shall not differ in their or its objects, character and constitution from the Bank, it being the Depositor's intent that this Agreement shall remain valid and effectual for all purposes and the benefit of this Agreement and all rights conferred upon the Bank hereby may be assigned to and enforced by any such company or companies, person or persons and proceeded on in the same manner to all intents and purposes as if such company or companies, person or persons had been named herein instead; e (where the Depositor is a corporation any change in the constitution of the Depositor whether by way of amalgamation, consolidation, reconstruction or otherwise but shall enure and be available for all intents and purposes as if the new or amalgamated or resulting company or concern had been the one whose obligations were originally secured; f (where the Depositor is an unincorporated body, committee or trustee the retirement, death, change, accession or addition to the Depositor but shall enure and be available for all intents and purposes as if the person or persons constituting such body, committee or trustee had been the person or persons whose obligations were originally secured; g (where the Depositor is a partnership any change in the constitution of the Depositor whether by retirement, expulsion, death or admission of any partner or partners or otherwise but shall enure and be available for all intents and purposes as if the resulting firm or concern had been the one whose obligations were originally secured; h any winding-up (whether voluntary or compulsory or any defect, informality or insufficiency of the Depositor's borrowing powers; and/or i the death, insanity, bankruptcy, winding-up or other disability of the Depositor. 8. The Depositor hereby declares and agrees that: a the security hereby created shall be a continuing security and shall continue to be valid and binding for all purposes notwithstanding any intermediate payment or settlement of any account of the Depositor or fluctuation in the amount for the time being owing to the Bank by the Depositor and notwithstanding the closing of any account of the Depositor with the Bank which is subsequently reopened or the subsequent opening of any account by the Depositor either alone or jointly and/or severally with others and shall extend to cover all or any sum(s of money which shall for the time being constitute the balance due from the Depositor to the Bank on any account or otherwise; b this security is in addition to and without prejudice to any collateral or other securities which the Bank may now or hereafter hold from or on account of the Depositor. Neither such collateral or other securities or any lien to which the Bank may be otherwise entitled (including any security, charge or lien prior to the date of this Agreement or the Deposits nor the liability of any person not party hereto for all or any part of the Secured Obligations be in any way prejudiced or affected by this security. All moneys received by the Bank from the Depositor or any person liable to pay the same may be applied by the Bank to any account or item of account or any transaction to which the same may be applicable; c all moneys received, recovered or realised by the Bank under this Agreement (including the proceeds of any conversion of currencies may in its absolute discretion be credited to any suspense or impersonal account and may be held in such account for so long as it shall think fit (with interest accruing thereon at such rate, if any, as it may deem fit pending their application from time to time (as the Bank shall be entitled to do in its absolute discretion in or towards the discharge of any of the Secured Obligations; d for the purpose of discharging the Secured Obligations, the Bank may convert any moneys from their existing currency into such other currency/currencies as the Bank may think fit at such rate as the Bank determines in its sole and absolute discretion. If any sum due from the Depositor under this Agreement or otherwise, has to be converted from one currency into another for any reason whatsoever, the Depositor shall indemnify the Bank on a full indemnity basis from any cost, loss or OCBC Legal / August

5 liability incurred by it as a result of such conversion; e where the banking accommodation, facilities and/or services provided constitute or include any guarantee given or other contingent liability undertaken or arranged by the Bank for the Depositor, the Bank shall be entitled to make payment to the beneficiary of such guarantee or other contingent liability on demand and to have immediate recourse to the Deposits for all amounts so paid without being responsible in any way to ascertain or confirm that the amount demanded is in fact a debt or obligation of the Depositor legally due and payable to such beneficiary, and notwithstanding any notification from the Depositor or otherwise that liability for such debt or obligation is disputed or that legal or other proceedings may have been commenced in relation thereto; f the Bank's rights hereunder are cumulative and may be exercised as often as the Bank deems appropriate and are in addition to the Bank's rights under the general law or under any other agreement or document; g all moneys received from or on account of the Depositor or from any other person or from the realisation of any security or otherwise for the purpose of being applied in reduction of the Secured Obligations shall be treated for all purposes as payments in gross and not as appropriated or attributable to any specific part or item of the Secured Obligations even if appropriated thereto by the person otherwise entitled so to appropriate. All guarantees, indemnities or other securities now or at any time held by the Bank for or in respect of the Depositor's account(s shall be treated as securities for the said general balance thereof; h the Bank shall not be bound to exhaust its recourse to, or its remedies under, any collateral security or other guarantee the Bank may hold prior to enforcing this security; i a statement or certificate signed by any officer of the Bank as to the moneys and liabilities for the time being due and payable to the Bank by the Depositor or stated by or between the Bank and the Depositor or admitted by any party liable to the Bank hereunder or on its behalf shall be accepted by the Depositor as conclusive evidence that the amount appearing thereon is due or owing to the Bank from the Depositor; j all costs charges and expenses incurred in the exercise of the Bank's rights or in connection with the execution of or otherwise in relation to this Agreement or in connection with the perfection or enforcement of the security hereby constituted or any other security held by the Bank for the Secured Obligations or any guarantee to the Bank in respect thereof, shall be reimbursed to the Bank on demand on a full indemnity basis together with interest from the date of the same being incurred to the date of payment at such rate or rates as the Bank may determine and pending such reimbursement shall be added to the Secured Obligations; and k the Bank shall not be responsible nor liable for anything done or not done by the Bank hereunder or arising from the Bank's exercise or enforcement of, or the Bank's refusal or neglect to exercise or enforce, all or any of the Bank's rights, powers, authorities, discretions and remedies hereunder. 9. If this Agreement shall for any cause whatsoever cease to be binding as a continuing security on the Depositor or the Bank shall at any time receive notice of any mortgage, assignment, charge or other interest affecting the whole or any part of the Deposits, the Bank may without prejudice to its rights under this Agreement open a fresh account or accounts and continue any existing account(s in the name of the Depositor and may appropriate to any such fresh account(s in the name of the Depositor any moneys thereafter paid in, transferred to, received or realised for the credit of, the Depositor without being under any obligation to apply the said moneys or any part of them in discharge of any liabilities of the Depositor to the Bank, and if the Bank shall fail to open such fresh account(s, it shall be deemed to have done so with the effect that the said moneys (in the absence of express appropriation by notice in writing to the Depositor shall not operate to reduce the Secured Obligations and shall be treated as having been credited to such new account(s of the Depositor and shall not affect the Bank's rights under this Agreement at the time this charge so ceases to be binding as a continuing security or from the time of receipt of such notice. OCBC Legal / August

6 10. The Depositor hereby confirms represents and warrants that:- a the Depositor is the sole lawful and beneficial owner of the Deposits which are free from any mortgage, lien, charge or other security interest save as provided in this Agreement; b all necessary action has been taken, and all necessary consents have been obtained which are required to authorise the Depositor to charge the Deposits and to enter into, execute, deliver and perform the transactions contemplated in this Agreement; c the provisions hereto constitute valid, legal and binding obligations of the Depositor; d save for registration and/or other formalities required to perfect and protect the Bank's interest in, and priority to, the security created by this Agreement (which shall be effected by the Depositor and evidence of which shall be given to the Bank no filing, registration, recording and notarisation of this Agreement is necessary or desirable to ensure the validity, enforceability or priority in any relevant jurisdiction of the Depositor's obligations and the rights of the Bank under this Agreement; e the Depositor is not involved in any activities that will attract investigation and/or prosecution under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits Act (Cap 65A("the Act"; f the Deposits are not a benefit derived from any drug trafficking activities or criminal conduct, both as defined under the Act; and g there are no orders, actual or pending under the Act which would affect this Agreement, the charge hereby created or any of the Bank's interest therein, whether directly or indirectly, wholly or partially. 11. If the Depositor fails to pay or discharge any part of the Secured Obligations, the security hereby constituted shall become immediately enforceable and the power of sale conferred on mortgagees by the Conveyancing and Law of Property Act (Cap.61 shall become immediately exercisable (without any restrictions as to the giving of notice or otherwise and the Bank may at its absolute discretion at any time thereafter appropriate or apply the whole or any part of the Deposits in or towards the discharge of the Secured Obligations. Notwithstanding any provisions contained in this Agreement or any other document the Secured Obligations shall be deemed to have become due and payable within the meaning of Section 24 of the Conveyancing and Law of Property Act (Cap. 61 immediately on the execution of this Agreement. The restriction on the right to consolidate securities contained in Section 21 of the Conveyancing and Law of Property Act (Cap. 61 or any other relevant act, ordinance or regulation in Singapore or the appropriate jurisdiction of the Deposits (or any part thereof shall not apply to this Agreement. 12. If this Agreement is signed by two or more persons it shall be binding on the Depositor jointly and severally. The Bank is at liberty without affecting its rights hereunder at any time and from time to time at its absolute discretion to vary or agree to vary the terms hereof or of the Secured Obligations or any of them or make any other arrangements with any one or more of the Depositor and no such variation or arrangement shall prejudice or in any way affect its rights against and the terms hereof in respect of the other or others of the Depositor. The terms hereof shall not be avoided or invalidated by reason of this Agreement or any other agreement given in respect of the Secured Obligations being invalid or unenforceable in respect of any one of the Depositor and so long as any of the Depositor's liabilities remain outstanding the Depositor shall not exercise any right of subrogation or contribution or any other right or remedy which the Depositor or any of them may have in respect thereof and without the Bank's prior written consent prove in the liquidation or bankruptcy of any one of the Depositor in competition with the Bank but to the extent that any of the Depositor does so prove then the Depositor shall account to the Bank for the proceeds of any such proof immediately upon receipt. 12A. The Depositor hereby further agrees that if there be more than one of them, all covenants, agreements, terms and stipulations and other provisions hereof expressed to be made by them shall be deemed to be made by them jointly and severally. OCBC Legal / August

7 13. a Any notice or certificate to be given to, or demand to be made on the Depositor (notwithstanding the death, insanity, bankruptcy, liquidation (whether voluntary or compulsory or dissolution of the Depositor shall be deemed to have been duly given or made if it is in writing, and delivered personally or sent by telex, facsimile, telegram or pre-paid post to the registered office of the Depositor, or the Depositor's last known place of business or abode in Singapore or the Depositor's then published telex or facsimile number or the last such number advised to the Bank by the Depositor in writing. b A communication sent by post shall be deemed to have been received by the Depositor on the second day after posting notwithstanding that it may be returned by the post office undelivered and a communication sent by telex, facsimile or telegram shall be deemed to have been received by the Depositor at the time of despatch. c A statement signed by an authorised officer of the Bank stating the date upon which any demand or notice was posted shall in the absence of manifest error be prima facie evidence of the date upon which that demand or notice was posted. d Notices, certificates and other correspondence required to be given to the Bank shall be sent to the Bank's address specified in the letter of offer (or to such other address as may from time to time be given by the Bank for the purpose. Any such notice shall be deemed to have been given, sent, served or received at the time of acknowledgement of receipt by a duly authorised officer of the Bank. e Personal service of any writ of summons or other originating process or sealed copy thereof pleadings or other documents may be effected on the Depositor by leaving the same at the place of business or abode or the Depositor's address in Singapore last known to the Bank and the Depositor irrevocably confirms that service of such writs of summons originating process pleadings or documents in the manner aforesaid shall be deemed good sufficient personal service on the Depositor to whom it has been addressed. 14. Every provision and each part thereof contained in this Agreement shall be severable and distinct from every other such provision and if at anytime anyone or more parts thereof is or becomes invalid, illegal or unenforceable, the validity, legality and enforceability of each of such remaining provisions or part provisions shall not in any way be affected thereby. 15. The Bank may assign or otherwise dispose of its rights and interests under this Agreement without the consent of, or notice to, the Depositor and pursuant thereto the Bank is hereby irrevocably authorised to disclose to any party such information about the Depositor (including particulars of the Deposits as the Bank shall consider appropriate. The Depositor may not assign or transfer any of its rights, benefits or obligations under this Agreement without the prior consent of the Bank in writing. 15A. The Depositor hereby expressly and irrevocably permits and authorises the Bank and the Bank s officers to disclose, reveal and divulge at any time in such manner and under circumstances as the Bank deems necessary or expedient in its sole discretion without prior reference to the Depositor any and all information and particulars relating to and in connection with the Depositor, any and all of the Depositor s accounts with the Bank (whether held alone or jointly, the Depositor s credit standing and financial position, any transactions or dealings between the Depositor and the Bank, any facilities granted to the Depositor and/or this Agreement, to any person at any time and from time to time, including but not limited to:- a any person who may enter into a contractual relationship with the Bank; b any of the Bank's subsidiaries, branches, agents, correspondents, agencies or representative offices; c the Bank s auditors and professional advisors including its solicitors; d any of the Bank's potential assignees, transferees or successors; e any person who has given any security to the Bank for any facilities granted to the Depositor; OCBC Legal / August

8 f any person who is jointly or jointly and severally liable to the Bank together with the Depositor; g the police or any public officer conducting an investigation in connection with any offence including suspected drug trafficking offences; h the Bank s stationery printers the vendors of the computer systems used by the Bank and to such person(s installing and maintaining the same and the other suppliers of goods or service providers engaged by the Bank; i any receiver or receiver and manager appointed by the Bank pursuant to its rights as chargee; j any person to whom disclosure is permitted or required by any statutory provision by law; k any credit bureau (or other organisation or corporation set up for the purpose of collecting and providing information relating to the credit standing of persons of which the Bank is a member and to the disclosure by such credit bureau or other organisation to any other member(s thereof for the purposes of assessing the Depositor s credit worthiness or for any other purpose whatsoever, any other member(s and/or compliance committee of such credit bureau; and/or l any governmental agencies and authorities in Singapore and elsewhere. 16. (a All payments by the Depositor to the Bank shall be made in full without set-off, deductions or counterclaim and free of and without deduction for or on account of tax unless the Depositor is required by law in any jurisdiction to make any such payments subject to such withholding or deduction, in which case the Depositor shall pay such additional amount to the Bank as may be necessary in order that the actual amount received after such withholding or deduction shall be equal to the amount that would have been received if such withholding or such deduction were not required. The Depositor shall pay in full to the appropriate taxing authority all taxes or charges imposed by law in any jurisdiction on the Depositor and/or the Bank with regard to its payment obligations to the Bank and promptly deliver to the Bank the original or certified copy of each receipt evidencing such payment. The Depositor shall fully indemnify the Bank from any liability with respect to the delay or failure by the Depositor to pay such taxes or charges. (b In the event that the goods and services value added or other similar taxes (hereinafter collectively referred to as "the said tax" are imposed or charged by any government, statutory or tax authority on any sum or payment whether principal interest fees costs charges commission expenses or otherwise received or receivable by the Bank under this Agreement the Depositor shall pay the said tax in the manner and within the period prescribed in accordance with the applicable laws and regulations or at such times as the Bank may decide at any time and from time to time. 17. This Agreement shall be governed and construed in all respects in accordance with the laws of the Republic of Singapore but in enforcing this Agreement the Bank is at liberty to initiate and take actions or proceedings or otherwise against the Depositor in the Republic of Singapore or elsewhere as the Bank may deem fit, and the Depositor hereby agrees that where any actions or proceedings are initiated and taken in the Republic of Singapore the Depositor shall submit to the jurisdiction of the courts of the Republic of Singapore in all matters connected with the Depositor's obligations and liabilities under or arising out of this Agreement. 18. (Where the Depositor is a foreigner or a corporation incorporated outside Singapore the Depositor shall at all times maintain an agent for service of process in Singapore and any writ, judgment or other notice of legal process shall be sufficiently served on him/it if delivered to such respective agent at its address for the time being notified to the Bank. The Depositor undertakes not to revoke the authority of such agent and if, for any reason, any agent no longer serves as his/its agent to receive service of process, another agent will be immediately appointed and the Bank advised accordingly. 19. A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties Act (Cap. 53B to enforce any of its terms. OCBC Legal / August

9 20. In this Agreement:- a the term "liabilities" shall include all liabilities whatsoever, whether such liabilities be actual or contingent, primary or collateral, several or joint, present or future, and whether incurred in Singapore or elsewhere in any currency and whether they relate to any account, agreement or otherwise; b references to a "person" shall include an individual, firm, company, corporation and unincorporated body of persons; c references to "Clauses" are references to clauses of this Agreement as amended from time to time; d words importing the singular number shall include the plural number and vice versa; and e words importing the masculine gender shall include the feminine and neuter gender. Dated this THE COMMON SEAL OF was hereunto affixed pursuant to a resolution of directors passed on the Director Director/Secretary OR SIGNED SEALED and DELIVERED by by its Attorney acting under a Power of Attorney dated the day of (a copy of which was deposited in the Registry of the Supreme Court, Singapore on the day of and registered as No. of in the presence of: Name of Witness: NRIC /Passport No: OCBC Legal / August

10 1. Signed, Sealed and Delivered by: 2. Signed, Sealed and Delivered by: 3. Signed, Sealed and Delivered by: 4. Signed, Sealed and Delivered by: 5. Signed, Sealed and Delivered by: 6. Signed, Sealed and Delivered by: OCBC Legal / August