MEMORANDUM OF CHARGE AND PLEDGE OVER ASSETS ( Security Document )

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1 IMPORTANT: THIS DOCUMENT SETS OUT THE TERMS AND CONDITIONS WHICH GOVERN THE CHARGE OVER YOUR ASSETS. PLEASE READ THIS CAREFULLY. YOU MAY WISH TO HAVE THIS DOCUMENT INDEPENDENTLY EXPLAINED TO YOU BEFORE ACCEPTING THE TERMS. MEMORANDUM OF CHARGE AND PLEDGE OVER ASSETS ( Security Document ) To: DBS Bank Ltd., its subsidiaries and/or associated companies (collectively, the Bank which expression shall also include its successors and assigns) In consideration of the Bank agreeing at my request to enter into, make or extend or continue to enter into, make or extend Facilities, other services or other accommodation whatsoever, including but not limited to giving time, for so long as the Bank shall think fit, to me. I, as beneficial owner hereby charge, pledge, mortgage, assign and otherwise create a first fixed charge to and in favour of the Bank over the Charged Assets (as set out below) and hereby declare and agree that the Charged Assets shall be charged, pledged, mortgaged, assigned and otherwise secured to and in favour of the Bank as continuing security for the payment and discharge of the Total Outstandings owed by me to the Bank for which I now am or may at any time before or after the date of this Security Document be indebted or liable to the Bank, including but not limited to the performance of my obligations to the Bank. 1. In this Security Document, reference to Charged Assets shall include without limitation, to the following, whether in Singapore or otherwise: 1.1 all my present and future Accounts with the Bank and all moneys from time to time held to the credit or earned on any Account now or at any time hereafter opened, maintained and/or held by me (or to which I am beneficially entitled) (together with all moneys described in herein, the Cash Amounts ) and all moneys from time to time held to the credit or earned on, and all proceeds, benefits, rights, title, interests and other assets in, under or arising out of, any Omnibus Account that are attributable to me/us and/or to which I/we am/are beneficially entitled; 1.2 all Charged Commodities and any other chattels now or at any time hereafter deposited with, held by, transferred or caused to be transferred to the Bank or its nominees (which includes the Bank s custodians, agents, representatives, correspondents, appointed subcustodian, warehouse or other storage facility operator or other bailee (where applicable), (whether as security, for safe custody, collection or otherwise) by me or on my behalf or otherwise; 1.3 all Mortgaged Securities which have been or are now or may at any time hereafter be: (c) deposited with, held by, transferred or caused to be transferred to the Bank or its nominees (whether as security, for safe custody, collection or otherwise) by me or on my behalf or otherwise; held in or transferred by electronic means or otherwise to the Bank s Depository Account on my behalf and/or request or otherwise whether or not in substitution for and/or in addition to any Mortgaged Securities now or hereafter charged hereunder; held in my Mortgaged Accounts; and/or 1

2 (d) transferred to and/or entered against the Bank s name in the Bank s Depository Account or any of them from any of the Mortgaged Accounts. 1.4 all benefits, rights, proceeds, entitlements or other assets arising from or attaching to all futures, options, swaps and other derivative on one or more rates, currencies, commodities, equity securities or other equity instruments, debt securities or other debt instruments, economic indices or measures of economic risk or value, or other benchmarks against which payments or deliveries are to be made (excluding those transactions falling within the definition of Charged Commodities) transacted by the Bank or its nominees as agent on my/our behalf; 1.5 any other property and assets (whether movable or immovable) now or at any time hereafter deposited with, held by, transferred to or cause to be transferred to the Bank or its nominees (whether as security, for safe custody, collection or otherwise) by me or on my behalf or otherwise; and 1.6 all rights, title, interests, benefits, advantages, permits, licenses and remedies which I have in, under or arising out of the Charged Assets set out above and/or in any agreements relating thereto (whether by sale or purchase or otherwise) which shall and are hereby assigned to the Bank. 2. To the extent that any Charged Commodities are, immediately prior to the entry into this Security Document, in the possession of or otherwise held by the Bank or its nominees (including the Bank's custodian, agents, representatives, appointed sub-custodian, warehouse or other storage facility operator or other bailee) in the capacity of a bailee for me or in any capacity other than as a pledgee of the Charged Commodities owned by me, the entry into this Security Document shall be deemed to effect a change in the possession by the Bank or its nominees (including the Bank's custodian, agents, representatives, appointed warehouse or other storage facility operator or other bailee) of such Charged Commodities such that the possession shall, without any further act or deed, henceforth be held by the Bank in its capacity as pledgee (or as the case may be, as bailee for the pledgee). 3. Where any Charged Commodities come into existence or are where title to which passes to me after the entry into this Security Document, the Bank shall upon taking possession or delivery of the Charged Commodities (whether directly or by the Bank's nominees (including the Bank's custodian, agents, representatives, appointed sub-custodian, warehouse or other storage facility operator or other bailee)) have possession of such Charged Commodities as pledgee, the entry into this Security Document being conclusive evidence of my intention to, as pledgor, deliver such Charged Commodities to the Bank, as pledgee, and the Bank taking possession or delivery of the Charged Commodities shall constitute my delivery thereof to the Bank for the purposes of constituting and/or perfecting the pledge over such Charged Commodities. 4. The Bank shall always have the right and full discretion at any time and from time to time to decide whether all or any of the Charged Assets are and/or remain acceptable to the Bank for any purpose hereunder and to request me to replace such Charged Assets with those that are acceptable to the Bank. The value of any Charged Assets held by, deposited with, transferred to or caused to be transferred to the Bank or its nominees shall be the value as determined by the Bank from time to time and at any time in its absolute discretion and in such manner as the Bank thinks appropriate. 2

3 5. Any dividends, interest or other income relating to or arising from the Charged Assets which may at any time (whether before or after an Event of Default has occurred) be received by the Bank or its nominees in respect of the Charged Assets may be applied by the Bank as though they were proceeds of sale hereunder notwithstanding that the power of sale may not have arisen and notwithstanding that the Bank may have paid any dividends, interest or other income relating to or arising from the Charged Assets to me on one or more occasions after the execution of this Security Document. Any dividends, interest or other income which may be received by me relating to or arising from the Charged Assets shall be held in trust for the Bank and shall be paid over to the Bank on demand and shall be subject to the security created by this Security Document. 6. I hereby jointly and severally represent, warrant and undertake on a continuing basis that: 6.1 I shall pay the Total Outstandings on demand and in such currency as the Bank may specify; 6.2 I shall pay on demand all costs, expenses, charges, legal costs (on a full indemnity basis) and taxes incurred by the Bank arising out of or in connection with this Security Document and/or any of the Charged Assets including but not limited to the enforcement of any of the Bank s rights under this Security Document; 6.3 I am the sole beneficial owner of the Charged Assets all of which are my own absolute property free from any pledges, mortgages, liens, charges, assignments, hypothecations or encumbrances whatsoever and howsoever created or arising and I have not entered into any agreement or arrangement for any of them; 6.4 I will not sell or dispose of or create or permit to be created or exist any pledge, mortgage, lien, charge, assignment, hypothecation or encumbrance whatsoever and howsoever created or arising in relation to all or any of the Charged Assets and will not enter into any agreement to that effect and shall procure that none of the same shall in any case or in any manner arise or affect any or all of the Charged Assets; 6.5 I have full legal right, power and authority to deliver and/or transfer, execute and create the security over each and every of the Charged Assets in favour of the Bank; 6.6 I have and will, at all times, comply and adhere to all Applicable Laws in relation to all or any of the Charged Assets; 6.7 there are no restrictions or prohibitions whatsoever against the creation of security over each and every one of the Charged Assets or against the same being held by, transferred to and/or deposited with and/or registered in the name of the Bank or its nominees (as the case may be); 6.8 I will punctually pay all calls, instalments and other payments that may be or become due in respect of the Charged Assets and in default of which, the Bank may, in its absolute discretion, make such payments and all sums paid by the Bank for that purpose with interest at such rate as may be determined by the Bank shall be repaid by me on demand and shall in the meantime be a charge on the Charged Assets. In addition to the foregoing, I shall indemnify the Bank and/or its nominees against any such calls, instalments or other payments and against any liabilities and expenses which the Bank and/or its nominees may incur by reason of any exercise or non-exercise of any rights attaching or accruing to the Charged Assets or any of them; 3

4 6.9 I will from time to time and at any time upon demand and at my own cost take, do, execute and deliver all such transfers, powers of attorneys, assurances, documents, steps, things and other matters whatsoever for protecting and perfecting the charge of each and every of the Charged Assets in favour of the Bank and vesting the title to, and/or all interests, rights and benefits in, the Charged Assets in accordance with the terms herein in the Bank or its nominees or any purchaser from the Bank; 6.10 I will not do or cause or permit to be done anything which may in any way depreciate or jeopardise or otherwise adversely affect the value of all or any of the Charged Assets; 6.11 I shall not be entitled to demand the withdrawal or release of any of the Charged Assets without the Bank s consent nor shall the Bank be under any obligation to transfer, deliver or otherwise release any of the Charged Assets to me or to any person; 6.12 I shall immediately upon becoming aware of (i) the filing of any application for bankruptcy or other insolvency against me, (ii) appointment of receiver and/or manager over any of my assets, and (iii) me enter into or propose or make any arrangement, composition with, or any assignment for the benefit of my creditors, notify the Bank and where any such notification is given verbally by me, I will confirm it in writing within twenty-four (24) hours thereof; 6.13 my liability hereunder shall be that of principal debtor and not merely as surety and shall not be discharged or affected by the Bank varying the terms of its Facilities to me or by any time, concession, waiver, compromise, arrangement or other indulgences which the Bank may grant to, or make with me or any person liable to the Bank in respect of the Facilities offered to me or by any act, omission, thing or other means whatsoever which would have released me from liability if I had been a surety only; 6.14 I will indemnify the Bank on a full indemnity basis against all Losses which the Bank may sustain or incur in consequence of or arising from the Facilities granted by the Bank to me and/or this Security Document; 6.15 to the extent that I may in any jurisdiction claim for myself or my assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or such legal process and to the extent in any such jurisdiction, there may be attributed to myself or my assets such immunity whether on grounds of sovereignty or otherwise, I irrevocably agree not to claim and irrevocably waive such immunity to the full extent permitted by the laws of such jurisdiction. I irrevocably agree and undertake that I and my assets are, and shall be subject to any proceedings, attachment or execution in respect of my obligations under this Security Document; 6.16 INTENTIONALLY LEFT BLANK; 6.17 I shall keep up or maintain such margin of the value of the Charged Assets over the Total Outstandings as the Bank may from time to time stipulate either by payment to the Bank or at the Bank s option, by the deposit of additional assets acceptable to the Bank; 6.18 I shall procure that all or any of the Charged Assets and all scrips, certificates, receipts or other documents of title or documents evidencing title or any other instruments or documents relating to or in connection with the Charged Assets together with duly executed instruments of transfer in favour of the Bank or in blank for the Bank to fill in the name of the transferee thereof, where applicable, be deposited with, transferred to, 4

5 delivered to and/or credited to the Bank or any account with the Depository Agent as the Bank may stipulate; 6.19 the Bank or any one or more of its agents, nominees, representatives, or correspondents may at any time and from time to time exercise at its or their discretion and without any notice to me, or any consent or authority on my part, all voting and other rights now or at any time attaching to all or any of the Charged Assets (where applicable) and I shall execute in the Bank s favour, the necessary forms appointing the Bank and/or its nominees as the proxy to vote as the Bank and/or its nominees in their absolute discretion deem fit; 6.20 I shall forward to the Bank and/or its nominees forthwith upon receipt by me, all annual reports, circulars or notifications relating to all or any of the Charged Assets (where applicable), provided always that neither the Bank nor any of its agents, nominees, representatives or correspondents shall be under any duty or responsibility to forward to me the same; 6.21 if any part of the Mortgaged Securities is or will be held under a discretionary portfolio management account with the Bank,:- (c) (d) the acceptance of any securities held under such a discretionary portfolio management account (collectively the Discretionary Portfolio ) as Mortgaged Securities shall be determined by the Bank at its sole discretion; the financing quantum or loanable value or such other similar or equivalent term as may be used or referred to in the Standard Conditions and the marginable value or such other similar or equivalent term as may be used or referred to in the Standard Conditions of the Discretionary Portfolio shall be determined by the Bank at its discretion and without notice to me and on such basis (including but not limited to an entire portfolio basis or otherwise) and in such manner as the Bank considers fit; all (if any) consents, authorizations, licences, approvals and waivers from and of the Investment Manager or from any other party to any relevant deed or document required by me in order for me to pledge, mortgage, charge or otherwise encumber the Discretionary Portfolio or any interest in such Discretionary Portfolio and to execute, deliver and perform my obligations under all security documentation have been duly obtained made or passed and are in full force and effect and there has been no default in the observance of the conditions or restrictions (if any) imposed on, or in connection with, any of the same. Investment Manager means the person or party appointed to provide discretionary portfolio investment management services in respect of the Discretionary Portfolio; unless the Bank s prior written consent has been obtained, I shall not:- (i) terminate or purport to terminate or take or omit to take any action which would terminate or entitle the Bank to terminate the discretionary management of the whole or any part of the Discretionary Portfolio; 5

6 (ii) (iii) (iv) withdraw any part of the Discretionary Portfolio held under the discretionary management account with the Bank provided that any part of the Discretionary Portfolio may be sold or otherwise disposed of in the ordinary course of such discretionary management in the exercise of the Investment Manager s discretionary powers; change or agree to or otherwise allow any change of the Investment Manager of the Discretionary Portfolio; and agree to any amendment, variation or supplement to the terms of the agreement relating to the discretionary portfolio investment management services and/or the investment policy or mandate in accordance with which the Investment Manager will provide its discretionary portfolio investment management services. (e) I shall promptly pay all fees and other amounts which I am obliged to pay to the Bank in relation to the discretionary management of the Discretionary Portfolio The warranties and undertakings in this clause 6 will be deemed to be repeated by me on each occasion any Charged Assets is first deposited with, transferred to or first comes into the possession of, or is made or purported to be made subject to any security interest in favour of the Bank or its nominees. 7. I hereby irrevocably authorise the Bank and/or any of the Bank s authorised officers and appoint the Bank and/or any of the Bank s authorised officers as my attorney and in my name and on my behalf: 7.1 at any time and from time to time whenever the Bank thinks fit, without notice to or consent from me, to appropriate and/or apply all or any part of the Cash Amounts (whether matured or not) and any interest, yield or returns earned thereon for or towards payment or satisfaction of the Total Outstandings, whether or not I have defaulted on payment or have breached any terms herein and for such purpose, to effect any conversion of currency at the rate of exchange as the Bank may determine; 7.2 to set aside all the benefits, rights and entitlements arising from all or any of the Charged Assets or attaching to them to meet my contingent liabilities to the Bank; 7.3 to extend or renew the Cash Amounts, where applicable, on my behalf from time to time at such rates and for such period at the Bank s sole discretion and without reference to me and I confirm that in the event of the extension or renewal of the Cash Amounts, any renewed deposit receipt or other renewed evidence of deposit shall be held or continue to be held by the Bank on the same terms as the original receipt or other original evidence of deposit; 7.4 to sell all or any part of the Charged Assets and/or apply all or any part of the benefits, rights and entitlements arising from the Charged Assets or attaching to them towards making good any shortfall in the margin of the value of the Charged Assets over the Total Outstandings as may be stipulated by the Bank from time to time; 7.5 to prepare, complete, execute, sign, seal, deliver, lodge and file and otherwise perfect and do any deed, assurance, agreement, instrument, memorandum, form, document, act 6

7 or thing and institute and conduct any proceedings which I ought to execute and do under this Security Document or which the Bank deems necessary or prudent in connection with this Security Document and/or with the Facilities granted to me; 7.6 to open, operate, keep and maintain in relation to all or any of the Charged Assets (where applicable), one or more Bank s Depository Account and to do such things in connection with such Bank s Depository Account or any of my Mortgaged Account(s) as the Bank shall think fit including but not limited to the transfer of all or any of the Charged Assets (where applicable) from my Mortgaged Account to the Bank s Depository Account; and/or 7.7 to generally do all or any other acts and things which are necessary for or incidental to protecting and perfecting the charge on each and every of the Charged Assets in favour of the Bank and vesting the title to, and/or all interests, rights and benefits in, the Charged Assets in accordance with the terms hereof in the Bank or its nominees or any purchaser from the Bank; and all acts and things done pursuant to this clause 7 shall be good, valid and effectual to all intents and purposes and I hereby undertake to ratify and confirm all such acts and things done by the Bank pursuant to this clause Without prejudice to any provisions in this Security Document, the Bank shall have full discretion and power at all times to decide whether or not and when to proceed with the procuring of the registration of all or any of the Charged Assets in the name of the Bank or its nominees or the transfer of all or any of the Charged Assets, where applicable, to the Bank s Depository Account and all Charged Assets shall be continuing security for the Total Outstandings whether or not the Charged Assets have been so registered or transferred to the Bank s Depository Account. Nothing herein shall oblige the Bank to take security in the Charged Assets or any part thereof in the manner provided in this Security Document. The Bank s decision not to exercise the powers conferred by this Security Document shall not in any way prejudice the Bank s rights and interest in the Charged Assets or against me. 9. The security created hereunder shall be in addition to and shall not be in any way prejudiced by any collateral or security now or hereafter held by the Bank or its nominees for the Total Outstandings hereby secured nor shall such collateral or security or any lien which the Bank may be otherwise entitled or my liabilities or the liabilities of any person not party hereto for all or any part of the Total Outstandings hereby secured be in any way prejudiced or affected by this Security Document. The Bank shall have full power, at its discretion to give time for payment to any such person without prejudice to my liability hereunder. All moneys received by the Bank from me or any person liable to pay the same may be applied by the Bank to any part of the Total Outstandings as the Bank shall think fit. 10. I agree and acknowledge that my obligations and liabilities hereunder are absolute and unconditional and shall not be abrogated, prejudiced, affected or discharged by reason of any one of the following: 10.1 where I am released or discharged from this Security Document for any reason whatsoever; 10.2 this Security Document or any terms herein is determined or becomes invalid, nonbinding or unenforceable against me at any time and for any reason whatsoever; 7

8 10.3 the making or absence of any demand by the Bank on me or any other person for performance and/or payment; 10.4 the enforcement or absence of enforcement by the Bank of any of my liabilities to the Bank or any other agreement, security, guarantee, indemnity, right, remedy or lien under or in connection with my liabilities to the Bank; 10.5 the illegality, invalidity or unenforceability of or any defect in any of my liabilities to the Bank or any other agreement, security, guarantee, indemnity, right, remedy or lien under or in connection with my liabilities to the Bank or any of the obligations of any other person thereunder; 10.6 the death, insolvency, winding up, bankruptcy, amalgamation, dissolution, reconstruction or reorganisation of me or any other person liable to the Bank for the same liabilities secured hereunder(or the commencement of any of the foregoing), the appointment of a judicial manager or receiver or receiver and manager over my assets or any part thereof or any legal disability; 10.7 INTENTIONALLY LEFT BLANK; 10.8 any amalgamation that may be effected by the Bank with any company and notwithstanding any reconstruction by the Bank involving/by the formation of and transfer of all or any of the Bank s undertakings or assets to a new company and notwithstanding the sale of all or any part of the Bank s undertaking or assets to another company to the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects and the benefits herein and all rights hereby conferred upon the Bank may be assigned to and enforced by any such company as if such company had been named herein instead of the Bank and the security created hereunder shall extend to all Facilities, other services and other accommodation extended to me by any amalgamated company as aforesaid or the Bank as reconstructed or any other company to which the Bank may have sold all the Bank s undertaking and assets in like manner as if the Bank as reconstructed or such company was named herein instead of the Bank; and/or 10.9 any dealing, matter or thing which, but for this clause 10, could or might operate to affect or discharge all or any part my obligations and liabilities hereunder. 11. Without prejudice to any provisions in this Security Document, the Bank may, with or without consent from or notice to me and without in any way affecting the security created hereunder or discharging me from the obligations under this Security Document: 11.1 amend, vary, enlarge, extend or alter any of the Facilities and/or the terms and conditions applicable to the Facilities granted to me, notwithstanding that such amendments, variation, enlargement, extension or alterations may impose further liabilities or more onerous covenants, undertakings or burdens on me; 11.2 deal with, exchange, vary, release, realise, modify or abstain from perfecting or releasing any collateral, security, guarantee or right which the Bank may now or hereafter have from or against me or any other person; 11.3 grant to me or any other person any time, indulgence, forbearance or concession; 8

9 11.4 compound with, discharge, release or vary the liabilities or accept or vary any compromise, arrangement or settlement with me or any other person; and/or 11.5 renew any guarantee, standby letters of credit or any other credit or any other instrument whatsoever from time to time issued or entered into by the Bank for or at my request pursuant to the Facilities under which the Bank incur a liability to a third party in any manner. 12. Without prejudice to the generality of the security hereby constituted, the security created pursuant to this Security Document shall be a continuing security, notwithstanding any intermediate payment or satisfaction of the whole or any part of the liabilities and sums as may be owed by me to the Bank from time to time. 13. No disposition, assurance, security or payment which may be avoided under any Applicable Laws or is otherwise avoided in any manner and no release, settlement or discharge which may have been given or made on the faith of any such disposition, assurance, security or payment shall prejudice or affect the Bank s right to recover from me monies to the full extent of this Security Document as if such disposition, assurance, security, payment, release, settlement or discharge had never been granted, given or made. 14. Any notice or demand from the Bank may be made by any authorised officer of the Bank or by any person or firm for the time being acting as solicitor for the Bank and shall be made in writing to me and may be sent by post, facsimile, telex, cable, or at the address, facsimile numbers, telex numbers, addresses and/or other relevant addresses or numbers in the Bank s records or last known to the Bank. The modes of sending any such notice or demand shall be determined by the Bank in its absolute discretion. Any such notice or demand, if served by post, shall be deemed to be served on the day following the day it was sent (if to an address in Singapore) or seven (7) days after it was sent (if to an address outside Singapore). Any such notice or demand sent by telex, fax or shall be deemed served at the time of sending. Any notice or demand by the Bank shall be effectual notwithstanding that the same be returned undelivered and notwithstanding my change of residence or my death. 15. A certificate duly signed by an officer of the Bank, for the purposes of any legal proceedings, as to: the amount constituting the Total Outstandings shall, in the absence of fraud, gross negligence and/or wilful misconduct on the part of the Bank, be conclusive and binding on me as to the amount so owing and secured; and the value, from time to time and at any time, of the Charged Assets or any of them shall, in the absence of fraud, gross negligence and/or wilful misconduct on the part of the Bank, be conclusive and binding on me of such value. 16. The Bank shall be entitled to charge interest and default interest (where applicable) and continue to capitalise interest in relation to the Total Outstandings and such interest shall stand charged and/or secured pursuant to this Security Document until full payment of the Total Outstandings is made, as well as after or before any judgment is obtained in respect thereof. 17. All payments by me shall be made in full without exercising any right of set off or counterclaim or deduction or withholding for any reason whatsoever. If I am required under any Applicable Laws to make any deduction or withholding from any such sum, I shall increase the sum payable by such amount as may be necessary to ensure that after making the required deduction or 9

10 withholding, the Bank would receive a net amount equal to the sum that the Bank would have received had no such deduction or withholding been required to be made. In this regard, I shall promptly submit all receipts or such evidence of payment of the required amounts to the Bank as soon as reasonably practicable. 18. If the Bank receives or recovers any sum due from me in a currency ( Relevant Currency ) other than the currency in which such sum is expressed to be due under (the Currency of Account ), whether as a result of the enforcement of a judgment or order of a court or tribunal of any jurisdiction, in my bankruptcy or for any reason, this shall only constitute a discharge of my liabilities to the Bank to the extent of the amount in the Currency of Account which the Bank is able, in accordance with its usual practice, to purchase with the amount of the Relevant Currency so received or recovered on the date of receipt or recover (or, if it is not practicable to make that purchase on that date, on the first date it is practicable to do so) and I shall immediately fully indemnify the Bank for the amount of the shortfall. In any event, I shall indemnify the Bank against the cost of making the necessary currency conversion. 19. Upon the occurrence of an Event of Default, the Bank shall be entitled to demand that I make full payment of the Total Outstandings immediately. In addition, but without prejudice to the Bank s rights to demand for immediate payment, the Bank may exercise the power of sale and other powers conferred by section 24 of the Conveyancing and Law of Property Act (Cap. 61) as varied and extended by this Security Document. In this regard, the Bank shall be entitled to, without prior notice to or consent from me, sell, appropriate, retain, apply or otherwise dispose of all or any of the Charged Assets in such manner and on such terms as the Bank thinks fit (including but not limited to effecting a conversion from one currency into another at such rate of exchange as the Bank may reasonably determine) and to apply the net proceeds of sale and any moneys for the time being in the hands of the Bank in such manner as the Bank shall, in its absolute discretion determine, including but not limited to discharging all or any part of the Total Outstandings hereby secured. 20. Without prejudice to any of the Bank s rights stated herein, if the net proceeds of sale pursuant to clause 19 above are insufficient to cover the Total Outstandings hereby secured, I undertake to pay to the Bank any shortfall in amount immediately on demand. A certificate made by any of the Bank s officers that the power of sale has become exercisable shall be conclusive evidence of that fact in favour of any purchaser or transferee of the Charged Assets and I shall indemnify and keep the Bank indemnified against any claim or demand which may be made against the Bank by such purchaser or transferee and any Losses which the Bank may suffer or incur by reason of any defect in my title to the Charged Assets. The Bank shall not be responsible for any Losses suffered or incurred by me in the sale of all or any of the Charged Assets or for any loss or depreciation in the value of the Charged Assets arising from or through any cause whatsoever and nothing herein shall be construed as imposing an obligation on the part of the Bank to sell or dispose of all or any of the Charged Assets before demanding or making a claim or instituting proceedings against me for the recovery of all or any part of the Total Outstandings. 21. In addition to and without prejudice to any right or remedy that the Bank has under this Security Document, the Bank shall be entitled at any time, without prior notice to or consent from me, to debit all or any of my Account for all or any part of the Total Outstandings hereby secured notwithstanding that such debiting may result in any of my Account becoming overdrawn and to make any currency conversion at such rates as the Bank may determine. All sums so payable and/or debited shall for all purposes hereunder be deemed to be liabilities secured hereunder and in the case of an overdrawn Account, be repayable on demand. 10

11 22. In addition to any lien, right of set-off, or other right which the Bank may have, the Bank shall be entitled at any time and without prior notice to or consent from me, to combine and/or consolidate all or any of my Account and liabilities with or to the Bank anywhere in or outside Singapore or set-off or appropriate or transfer the Cash Amounts in or towards the satisfaction of all or any part of the Total Outstandings, notwithstanding that such Cash Amounts may not have matured. Further, the Bank is authorised to apply the Cash Amounts or part thereof for the purchase of any currency to effect any necessary conversions from one currency to another at such rate of exchange as the Bank may from time to time reasonably determine and the Bank shall not be liable in respect of any Losses arising from such currency conversion, save where such Losses arise solely to fraud, gross negligence or wilful misconduct on the part of the Bank. 23. The restrictions on the right of consolidation and of the exercise of the power of sale as contained in sections 21 and 25 of the Conveyancing and Law of Property Act (Cap. 61) shall not apply to this Security Document or to the security created hereunder and the Bank shall have the right at any time and without notice to me to combine or consolidate all or any mortgages or charges in respect of any property or assets previously, now or hereafter made by me and may decline to allow any of them to be redeemed unless they are all redeemed at the same time. 24. INTENTIONALLY LEFT BLANK 25. The Bank shall not be liable for any Losses suffered or incurred by me in connection with this Security Document and/or the Charged Assets howsoever caused, except for such Losses which are due to fraud, gross negligence and/or wilful misconduct on the part of the Bank. Without prejudice to the generality of the foregoing, the Bank shall not be liable for any Losses howsoever arising from, through or occasioned by: (c) (d) (e) (f) (g) any Event of Force Majeure; the giving, despatch and/or transfer of share certificates, transfer documents or other documents and/or instructions for whatever purpose; any exercise or non-exercise of or inability to exercise any rights attaching or accruing to the Charged Assets or any of them; any delay, failure, inaccuracy, miscommunication or any other error or default arising from or in connection with any transfer from or to the Bank s Depository Account and/or any Mortgaged Account or any notification or settlement in connection thereto or otherwise; any delay, failure or other error or default in procuring, taking, collecting, recovering or in any other way enforcing and/or acquiring the payment and/or benefit of any rights, money or property (including interest and dividends) accruing or offered in respect of the Charged Assets or any part thereof; any acts, default or insolvency of any agent appointed (including any sub-custodian), nor for any Losses suffered by me in connection with those acts, default or insolvency save for situations of the Bank's wilful default or gross negligence in the initial selection of the agent; and/or any act or omission, which the Bank is expressed to be not liable for pursuant to the terms and conditions governing the custodising, trading or other services relating to the Charged Assets. 11

12 On the occurrence of any one of the above events, the Bank may suspend the operation of the Mortgaged Account or any Accounts where Charged Assets are deposited with, held by or transferred to and shall not be liable for any Losses suffered or incurred by me in connection with the same. 26. Time is of the essence in this Security Document. The rights, powers and remedies provided in this Security Document are cumulative and not exclusive of any rights, remedies, powers or privileges that the Bank may have under any other agreements and/or provided by any Applicable Law. The Bank may from time to time and at any time waive unconditionally or on such terms and conditions as it may deem fit any breach by me of any warranties, undertakings, stipulations, terms, conditions and provisions herein contained provided always that: no delay, neglect, omission or forbearance on the part of the Bank to require and enforce payment of the Total Outstandings or the performance and observance of any obligations, undertakings, stipulations, terms, conditions and provisions herein contained, nor any time or other indulgence which may be given to me shall in any way prejudice or affect any of the rights, powers or remedies of the Bank at any time afterwards to act strictly in accordance with the provisions hereof; and no such waiver of any such breach as aforesaid shall prejudice the rights of the Bank in respect of any other or subsequent breach of any of the warranties, undertakings, stipulations, terms, conditions and provisions aforesaid. 27. I may not determine or revoke this Security Document unless I make full provision for the Total Outstandings and not unless the Total Outstandings is paid in full. Even if the Bank receives notice of my intention to revoke this Security Document, the Bank shall be entitled to continue to make advances to me in respect of the Facilities and I irrevocably and unconditionally agree that I will continue to be liable for all such advances until the Total Outstandings is paid to and received by the Bank in full. 28. If this Security Document or any security for the Facilities is terminated, or for any reason which the Bank deems appropriate, including but not limited to the Bank receiving notice of any subsequent mortgage, charge, assignment or other disposition whatsoever affecting the Charged Assets or any part thereof or interest therein, the Bank may forthwith open a new or separate Account in my name and if the Bank does not in fact open such new Account, it shall nevertheless be deemed to have done so at the time of such termination, and as from the time the new Account is opened or deemed to be opened (as the case may be), all payments made by me or on my behalf shall be credited or deemed to have been credited to the said new Account and shall not go towards reducing the Total Outstandings at the time the said new Account was opened or deemed to have been opened, unless otherwise agreed to by the Bank. 29. I agree that on the discharge of this Security Document (such discharge being only upon full payment of the Total Outstandings), I will in lieu of all or any of the Charged Assets accept delivery of other assets of the same class and denomination. Without prejudice to the generality of the foregoing, in respect of the Mortgaged Securities or other Charged Commodities comprising tangible chattels, the Bank shall not be bound to return the identical securities or chattels which were lodged with, held by or transferred to the Bank and/or its nominees and I will accept securities or chattels of the same issue and denomination or such other securities or chattels as shall then represent the Mortgaged Securities or Charged Commodities. 12

13 30. I hereby consent to the Bank and/or its nominees and any of its officers (as defined in the Banking Act (Cap. 19) (the Banking Act ) to disclose any Customer s Information to any guarantor and/or any person or organisation where the disclosure is required under any Applicable Law and/or to any person with whom the Bank may enter into contractual relations in relation to this Security Document or any of the Charged Assets. Without prejudice to the foregoing, I permit and authorise the Bank to disclose any Customer s Information to any of the Bank s branches, related and/or affiliated companies, subsidiaries or any person for such commercial, banking or business purposes as the Bank, in its absolute discretion, think fit including but not limited to the circumstances set out in the Third Schedule of the Banking Act. The rights conferred on the Bank in this clause 30 shall be in addition to and shall not in any way be prejudiced or affected by any other agreement, expressed or implied, between me and the Bank in relation to any Customer Information nor shall any such other agreement be in any way prejudiced or affected by this clause I agree that I shall not charge, assign or transfer to any third party my obligations or any part under this Security Document. I further agree that the Bank may, at any time, without prior notice to or consent from me, assign or transfer all or any part of its rights and/or obligations under this Security Document to its transferees who shall then become vested with all the powers and rights in this Security Document and the Bank shall be relieved and fully discharged from any liability or responsibility thereto. 32. A party who is not a party to this Security Document has no rights under the Contracts (Rights of Third Party) Act (Cap. 53B) to enforce any term in this Security Document and notwithstanding any term of this Security Document, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination of this Security Document. 33. The illegality, invalidity or unenforceability of any provision of this Security Document under the laws of any jurisdiction shall not impair or affect (i) the legality, validity or enforceability of the same provision under the laws of any other jurisdiction nor (ii) the legality, validity or enforceability of any other provision but this Security Document shall be construed as if such invalid or illegal or unenforceable provision had never been contained in this Security Document. 34. This Security Document shall be governed by and construed in all respect in accordance with the laws of Singapore and I irrevocably submit to the non-exclusive jurisdiction of the Singapore Courts. Without prejudice to the foregoing, I agree that the Bank shall be at liberty to initiate and take any legal action or proceedings in connection with the matters referred to in this Security Document or any disputes arising in relation thereto in any other court of competent jurisdiction and the initiation and taking of legal action or proceedings in any one or more jurisdictions shall not preclude the Bank from taking legal action or proceedings in any other jurisdiction whether concurrently or not. I further agree to waive any objection that I may have in respect of any legal action or proceedings commenced in the courts of any jurisdiction on the ground of improper forum or inconvenient venue. 35. I agree that service of any legal process on me may be effected by leaving a copy of the legal process, or sending the same by registered mail to my last known Singapore address in the Bank s records. Such service of legal process shall be deemed to be good and effectual service of legal process on you, on the date immediately following the date of posting and if served by personal delivery, on the date of leaving or delivery at my last known Singapore address, even if the same is returned undelivered. Nothing herein shall affect the Bank s right to serve the legal process in any other manner permitted by law. 13

14 36. I agree that where I do not have an address in Singapore, I undertake to nominate a process agent with an address in Singapore to accept service of any legal process in Singapore on my behalf. Such process agent shall acknowledge in writing to you its appointment as such process agent and service of legal process on such process agent shall be deemed to constitute service on me. 37. INTENTIONALLY LEFT BLANK. 38. In this Security Document, unless the context otherwise requires: 38.1 Account means any cash, current, savings, deposit, securities, custodian or investment account opened and maintained by me with the Bank or any account held by the Bank in my name Applicable Laws means all relevant or applicable laws (whether in Singapore or otherwise), rules, regulations, orders, rulings, directives, circulars or general commercial and regular banking practices (whether or not having the force of law) whether of governmental bodies or authorities or self-regulatory organisations in relation to which the Bank is a member or otherwise regulated, overseen or supervised and all applicable constitution, rule, regulation, custom and usage of any relevant stock exchange or market (and any clearing house) associated companies mean in relation to DBS Bank Ltd., such other companies in which DBS Bank Ltd. has an interest, whether direct or indirect, between twenty per cent (20%) to fifty per cent (50%), in each of their issued and paid-up share capital Bank s Depository Account means any account and/or sub-account kept or maintained by the Bank and/or its nominees with a Depository and/or a Depository Agent Cash Amounts shall have the meaning set out in clause Charged Assets shall have the meaning set out in clause Charged Commodities means any of the following and all benefits, rights, proceeds or other assets, arising from any options, futures or contracts for differences relating to the same and all rights and entitlements arising therefrom or attaching thereto, in each case which is/are now or may at any time be in the Bank s possession or transferred to or deposited with the Bank or its agents, representatives, correspondents, custodian, appointed sub-custodian, warehouse or other storage facility operator or other bailee or other nominees by me or others in my name either alone or jointly or for my account whether for safe custody, security or for any specific purpose or generally and whether in Singapore or elsewhere: (c) Industrial raw materials (including but not limited to copper, nickel, zinc, lead, tin, aluminium etc) and gold, palladium, platinum, silver or any other commodity stipulated by the Bank from time to time to be a precious metal; energy, (including but not limited to natural gas, crude oil, heating oil etc); soft commodities that are grown, rather than mined (including but not limited to agriculture crops such as corn, soy bean, wheat, ethanol, sugar, coffee, etc); and/or 14

15 (d) all other produce, items, goods or article as stipulated by the Bank from time to time to be a commodity Customer s Information means all information pertaining or relating to or in relation to this Security Document or any of the Charged Assets or other appropriate information within the Bank s knowledge relating to me Depository means any central depository, depository, clearing house or clearing system in relation to any of the Charged Assets or any Depository Agent, agent, depository, sub-delegate, share registrar or other institution or body authorised by any relevant exchange in accordance with its constitution, bye-laws, rules and regulations and all Applicable Laws Depository Agent means such entity identified as a depository agent of any Depository and as may be nominated by the Bank from time to time Event of Default means any one or more of the following: (c) (d) (e) Failure by me to pay the Total Outstandings on demand or on the due date thereof; Default by me of my obligations and/or undertakings hereunder or pursuant to any agreement between the Bank and me relating to any liabilities hereby or thereby secured; Breach of any Applicable Laws by me; me being bankrupt, insolvent, unable to pay my debts as they become due or any bankruptcy application or other insolvency application is presented against me; and/or me entering into or proposing or making any arrangement, composition with, or any assignment for the benefit of my creditors Event of Force Majeure includes any one or more of the following: (c) (d) (e) any acts of God; acts of any sovereign; acts of foreign law, judgment, order, decree, embargo, blockade, labour dispute; acts, restrictions, rules, directions, regulations, edicts, mandates, by-laws, governmental or regulatory orders, refusals to grant any licenses or permissions, changes in policy or prohibitions or measures of any kind on the part of any government or regulatory authority; interruptions, calamity, war, invasion, acts of a foreign enemy, hostilities, terrorism, natural disasters, aircraft or aerial objects, fire, explosions, floods, lightning or other adverse weather conditions, strikes, industrial actions, civil war or strife, rebellion, revolution, insurrection, or failure of utility service; 15