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(INDIV/COMPANY/LLP & 1ST /3RD PARTY)

(WEST & EAST MALAYSIA)


DEED OF ASSIGNMENT
(PROPERTY)
THIS DEED OF ASSIGNMENT is made the date and year set out in Section 1 of the First
Schedule hereto between:(1)

OVERSEA-CHINESE BANKING CORPORATION LIMITED, a company incorporated


in the Republic of Singapore and having its registered office at 63 Chulia Street #10-00
OCBC Centre East Singapore 049514 ("the Bank"); and

(2)

The person(s) described as the Assignor(s) in Section 4(a) of the First Schedule hereto
("the Assignor(s)").

SECTION 1.01
THE SAID PROPERTY
By the Sale and Purchase Agreement the Developer/Vendor agreed to sell and the Assignor(s) agreed
to purchase the Said Property at the price and upon the terms and subject to the conditions stated
therein. In the case where the Assignor(s) is not the first purchaser, the expression Sale and Purchase
Agreement shall refer to the sale and purchase agreement between the Original Purchaser(s) and the
Developer (hereinafter called Principal Sale and Purchase Agreement) and the full particulars of all
sales, sub-sales, assignments and reassignments up to the one between the Assignor(s) and the Vendor
are described in Section 9 of the First Schedule.
SECTION 1.02
DOCUMENT OF TITLE
The individual/strata title to the Said Property has not been issued by the relevant authorities as at the
date hereof.
SECTION 1.03
APPLICATION FOR FACILITIES
The Bank has agreed upon the request of the Assignor(s) and the Borrower(s) to grant and make
available and/or having granted and made available and/or agreeing or continuing to grant and make
available to the Borrower(s) such banking and/or credit facilities and/or any other accommodation
now or hereafter or from time to time upon the terms of the Letter of Offer and the Terms and
Conditions between the Borrower(s) and the Bank ("the Facilities"), in consideration of which the
Assignor(s) hereby assign(s) the Said Property and the full and entire benefit of the Sale and Purchase
Agreement to the Bank.
SECTION 2.01
DEFINITIONS
In this Assignment unless the context otherwise requires the following words and expressions shall
have the following meanings:WORDS
MEANINGS
Accessory Parcel

As defined by the applicable Acts

Acts

The National Land Code 1965 (Act 56 of 1965), Sarawak Land Code (Cap.
81), Sabah Land Ordinance (Cap. 68), the Land (Subsidiary Title)
Enactment 1972, the Strata Titles Act 1985, the Strata Titles Ordinance
1995 and includes any statutory amendment or re-enactment thereof;

Agent For Service of


Process

The party set out in Section 5 of the First Schedule hereto and includes
his personal representatives, successors-in-title and permitted assigns;

OCBC Bank Ltd, 2013

Assignor(s)

Bank

The person(s) described as the Assignor(s) in Section 4(a) of the First


Schedule hereto. Where the Borrower(s) and the Assignor(s) are the same
person, the expression the Assignor(s) shall be used interchangeably with
the expression the Borrower(s);
Oversea-Chinese Banking Corporation Limited, a company
incorporated in Singapore and having a place of business at the address set
out in Section 3 of First Schedule;

Borrower(s)

The person(s) described in Section 4(b) of the First Schedule hereto and
includes his personal representatives, successors-in-title and permitted
assigns;

Business Day

A day on which commercial banks and the Bank are open for business in
the State where the place of business of the Bank is located for transactions
or business of the nature required or contemplated by this Assignment are
carried out;

Car Park

The car park or car parks purchased by the Assignor(s) together or


separately with its purchase of the Said Property;

Charge

The fixed land charge to be executed by the Assignor(s) in favour of the


Bank pursuant to Section 6.05 hereof;

Developer/Vendor

The party(ies) described in Section 7(a) of the First Schedule hereto and
includes its successors-in-title and permitted assigns;

Events of Default

Any of the events or state of affairs specified in the Letter of Offer and the
Terms and Conditions or any other event rendering the Indebtedness
immediately due and payable to the Bank;

Facilities

The credit facility or facilities now or previously granted or hereafter or


from time to time granted or agreed to be granted by the Bank to the
Borrower(s) subject to the terms and conditions set out in the Letter of
Offer and the Terms and Conditions and includes any balance or part
thereof and all monies referred in Sections 12.33 and 12.34 herein;
The aggregate of all monies whether principal, interests, capitalized
interest, commission, commitment fees, costs or charges outstanding or
payable or agreed to be payable by the Borrower(s), the Assignor(s) and/or
any Security Party to the Bank from time to time whether solely or jointly
with any other person and whether as principal or surety and includes all
liabilities, obligations and indemnities whether present or future or actual
or contingent for the repayment and payment of all or any monies by the
Borrower, the Assignor(s) and/or any Security Party in respect of or arising
from the Facilities including monies referred in Sections 12.33 and 12.34

"Indebtedness"

"Late Payment
/Excess Interest Rate"

OCBC Bank Ltd, 2013

The respective interest rates applicable to the Facilities as stated in the


relevant Letter of Offer and includes, where and when applicable, such
other rates which the Bank may at any time and from time to time stipulate
at its discretion;

Letter of Offer

The letter or letter of offer issued or to be issued by the Bank from time to
time and includes without limitation, the letter of offer, where the Bank had
granted or agrees to grant and the Borrower(s) agrees to accept the
Facilities or any additional or further facilities or any variation,
restructuring, conversion, interchange or substitution of the Facilities and
includes any amendments and supplements thereto and the term Letter of
Offer shall refer to any one of the letters of offer;

"Management
Corporation"

The management corporation established under the applicable Act in


relation to the building in which the Said Property is comprised;

Management Fund"

The management fund as defined in the applicable Act;

"Month"

A calendar month;

"Original
Purchaser(s)"

The party(ies) described in Section 7(c) of the First Schedule hereto and
includes (if applicable) his/her/their/its successors-in-title and permitted
assigns and personal representatives;

"Power of Attorney"

The power(s) of attorney executed by the Assignor(s) appointing the Bank


as the Attorney and more particularly described in Section 6.02 herein;

"Proprietor"

The party(ies) described in Section 7(b) of the First Schedule hereto and
includes (where applicable) its successors-in-title and permitted assigns;

Related Companies

Related corporations as defined in Section 6 of the Companies Act (Cap 50)

"Sale and Purchase


Agreement

The sale and purchase agreement of the date stated in Section 6 of the
First Schedule for purchase of the Said Property (which expression shall
where the context so permits include any agreement for the purchase of any
Accessory Parcel and Car Park and/or for renovation or upgrading works)
made between the Assignor(s) or the Original Purchaser(s) (in the case
where the Assignor(s) is not the first purchaser) and the Developer/Vendor
and (if applicable) the Proprietor wherein the Developer/Vendor agreed to
sell and the Assignor(s) agreed to purchase the Said Property upon the
terms and conditions contained therein. In the case where the Assignor(s) is
not the first purchaser, the expression "Sale and Purchase Agreement" shall
refer to the Principal Sale and Purchase Agreement between the Original
Purchaser and the Developer and the full particulars of all sales, sub-sales,
assignments and reassignments up to the one between the Assignor(s) and
the Vendor are described in Section 9 of the First Schedule hereto;

"Said Land"

That/Those piece(s) of land more particularly described in Section 8(b) of


the First Schedule hereto;

"Said Property"

All that piece of land or lease or sub-lease or unit in a subdivided building


described in Section 8(a) of the First Schedule (which expression shall
where the context so permits, include the meaning assigned to the term
parcel under the applicable Acts and wherever the context permits shall
include the Car Park(s) and also the Accessory Parcel appurtenant to each
property together with all buildings and fixtures erected or affixed or to be
or hereafter or from time to time erected on or affixed to any part or
portion thereof) forming part of or erected or to be erected on the Said
Land;

OCBC Bank Ltd, 2013

"Security Documents"

The Letter of Offer, the Terms and Conditions, this Assignment, the Power
of Attorney and the Guarantee (if any) and any other security documents
which the Bank may from time to time require to secure the Indebtedness;

"Security Parties"

The parties executing the Security Documents in favour of the Bank and
includes any party or parties now or hereafter providing any security to the
Bank to secure the repayment and payment of the Indebtedness and the
term Security Part may mean any one of them as the context shall
require; and

"Terms and
Conditions"

The Terms and Conditions Governing Malaysia Property Loans and


includes any variations or supplements thereof;

"Year"

A calendar year.

SECTION 2.02
INTERPRETATIONS
In this Assignment unless there is something in the subject or context inconsistent with such
construction or unless it is otherwise provided:(a)
words importing the masculine gender include the feminine and neuter genders and vice
versa;
(b)
words importing the singular number include the plural number and vice versa;
(c)
references to Articles and Sections are to be construed as references to Articles and Sections
of this Assignment;
(d)
the headings and sub-headings to the Articles and Sections of this Assignment are inserted for
purposes of convenience only and shall not be deemed to be a part hereof or be taken into
consideration in the interpretation or construction of this Assignment;
(e)
where there are two (2) or more persons or parties included or comprised in the expression
"the Borrower(s)" or "the Assignor(s)", (i) all agreements, covenants, terms, stipulations and
undertakings expressed to be made by and on the part of the Borrower(s) or the Assignor(s)
shall be deemed to be made by or binding upon such persons or parties jointly and severally
(ii) any notice given by the Bank to any one of the Assignor(s) or Borrower(s) shall be
sufficient notice to all the Assignor(s) or Borrower(s) and any instructions or notices issued by
any one of the Assignor(s) or Borrower(s) to the Bank shall be deemed to have been issued
on behalf of both the Assignor(s) or Borrower(s) and the Bank shall be entitled to act upon
and rely on such notices or instructions without any enquiry;
(f)
any reference to the provisions of any legislation includes any statutory modification or reenactment thereof;
(g)
any liberty or power which may be exercised or any determination which may be made
hereunder by the Bank may be exercised or made at the Banks absolute or unfettered
discretion and the Bank shall not be under any obligation to give any reason therefor to the
Borrower(s) and/or the Assignor(s);
(h)
words applicable to natural persons include any body, person, company, corporation, firm or
partnership, corporate or otherwise and vice versa;
(i)
the words "herein", "hereinafter", "hereinbefore", "hereof, "hereunder" and other words of
similar import shall refer to this Assignment as a whole and not to any particular provision of
this Assignment;
(j)
the words "monies", dollar, and "SGD" shall be construed as Singapore currency;
(k)
the Schedules hereto shall form an integral part of this Assignment and shall be taken, read
and construed as an essential part hereof; and
(l)
all expressions defined in the Letter of Offer and Terms and Conditions shall have the same
meaning when used herein unless the content requires otherwise.

OCBC Bank Ltd, 2013

SECTION 2.03

LETTER OF OFFER AND TERMS AND CONDITIONS


INCORPORATED INTO THIS ASSIGNMENT
All the provisions of the Letter of Offer and Terms and Conditions are, whether repeated herein or
not, incorporated into and form part of this Assignment and shall be read and construed as an essential
part of this Assignment and all representations, warranties and covenants made therein by the
Borrower(s) shall be deemed to have been made by the Assignor(s) and references to the Borrower(s)
in the Letter of Offer and Terms and Conditions shall be read as if they were references to the
Assignor(s). In the event of any conflict or discrepancy between the provisions of the Letter of Offer,
the Terms and Conditions and this Assignment, the provisions of this Assignment shall prevail for the
purposes of interpretation and enforcement of this Assignment.
SECTION 2.04
INDEPENDENT LEGAL ADVICE
The Assignor(s) represent(s) and warrant(s) to the Bank that in the execution and delivery of this
Assignment, the Assignor(s) has sought, obtained and relied upon its own independent legal advice
and acknowledges that the Bank has accepted this Assignment on the basis of and in full reliance upon
the aforesaid warranty. The Assignor(s) hereby confirm(s) having read and understood this
Assignment.
SECTION 3.01
REPRESENTATIONS AND WARRANTIES
The Assignor(s) hereby represent(s) and warrant(s) to the Bank as follows:(a)

that this Assignment constitutes the legal, valid and binding obligations of the Assignor(s) and
is enforceable in accordance with the terms and conditions herein;

(b)

that the execution, delivery and performance of this Assignment by the Assignor(s):(i)
will not violate the provisions of any law or regulation, order or decree or any
mortgage, contract or other undertaking binding upon the Assignor(s); and
(ii)
will not result in the creation or imposition of any obligation to create or impose any
mortgage, lien, pledge or charge on any of the Assignor(s)' assets or revenues.

(c)

that all consents, approvals or authorisations of any relevant authority which are required or
advisable for the legality and enforceability of this Assignment have been obtained and are in
full force and any conditions contained therein or otherwise applying thereto have been
complied with;

(d)

that the Assignor(s) is/are not in default under any agreement to which the Assignor(s) or any
one of them is/are party and no prosecution, litigation, arbitration, administrative, bankruptcy
or winding-up proceedings which might impair the Assignor(s) ability to execute this
Assignment or perform his obligations under this Assignment are presently current or pending
or threatened;

(e)

there is no person or party having priority over the Said Property and/or the Assignment save
and except as the Bank may agree in writing in its absolute discretion;

(f)

if the Assignor(s) is/are a corporation:(i)


the Assignor(s) is/are duly incorporated under the relevant law and is/are empowered
to execute this Assignment under its constituent documents; and
(ii)
all requisite corporate shareholders or other approvals for the execution of this
Assignment have been obtained;

(g)

that there are no material adverse change in the financial condition, operating environment,
management of the Assignor(s) or other conditions which will materially affect the ability of
the Assignor(s) to perform its obligations under this Assignment;

OCBC Bank Ltd, 2013

(h)

that all the particulars and declarations furnished by the Assignor(s) in respect of this
Assignment and the Borrower(s)' application for the Facilities are true, accurate and correct in
all respects;

(i)

the Assignor(s) is not entitled to claim immunity from suit, execution, attachment or other
legal process in any proceedings taken under this Assignment; and

(j)

the Said Property (including profits generated from the Said Property) and all monies now or
hereafter paid to the Bank come from lawful sources and does not breach the Anti-Money
Laundering and Anti-Terrorism Financing Act 2001 or similar legislation applying in the
jurisdiction where the monies are derived or any tax laws which the Assignor(s) is subject to.

SECTION 3.02

TRUTH AND CORRECTNESS OF REPRESENTATIONS AND


WARRANTIES
(a) The Assignor(s) acknowledge(s) that the Bank has entered into the Letter of Offer and Terms
and Conditions and accepted this Assignment on the basis of and in full reliance upon the
aforesaid representations and warranties, which will be correct and complied with in all
material respects so long as this Assignment shall remain in force and the Facilities shall
remain available;

(b) If any such representations and/or warranties shall at any time hereafter be found to have been
incorrect in any material respect, the Bank shall have the right at its absolute discretion to
review, suspend, recall or terminate the Facilities or any part thereof.
(c) The Banks rights and remedies for any breach of warranty shall not be prejudiced by any
investigation by or on behalf of the Bank into the affairs of the Assignor(s).
SECTION 3.03
SAVING OF BANK'S RIGHTS
The Banks rights and remedies under Section 3.01 & 3.02 herein in relation to any misrepresentation
or breach of warranty shall not be prejudiced by any investigation by or on behalf of the Bank into the
affairs of the Assignor(s).
SECTION 3.04
NO OBLIGATION TO MAKE FURTHER ADVANCES
Nothing contained herein shall be deemed to render it obligatory upon the Bank either at law or in
equity to make or continue to make any advances or to afford any other accommodation or facilities
whatsoever to the Borrower(s).
SECTION 3.05
ADVANCE TO THIRD PARTIES
The Bank is authorised by the Assignor(s) to advance or pay the whole or part of the Facilities to any
financial institution, firm of solicitors or as instructed by the Borrower. Where the Facilities is to
finance the purchase/construction of the Property, the Bank is authorised (i) to pay the whole or part
of the Facilities to the Vendor or the Contractor or such other person(s) responsible for the sale and/or
construction of the Said Property. The disbursement will be made in accordance with the applicable
schedule of payment or such variation in the order of payment as the Bank may deem fit; (ii) to
withhold the disbursement or utilisation of the Facilities or part thereof in the event the Vendor or the
Contractor is in breach of their obligations under the Sale and Purchase Agreement or the
Construction Agreement, as the case may be. If the Bank decides to withhold any disbursement, the
Chanrgor(s) shall indemnify and keep indemnified the Bank against all losses, actions, proceedings,
costs, expenses, claims and demands in respect of the same. All payments to the party(ies) aforesaid
shall form part of the Indebtedness. The acknowledgment of receipt by the aforesaid party(ies) shall
be sufficient and effective as if the same had been made or given by the Borrower personally.

OCBC Bank Ltd, 2013

If the Bank receives monies paid towards redemption of the Said Property, the Bank may do so
subject to conditions including without limitation its undertaking to refund such monies and in the
event of refund, the Borrowers account shall be debited for the refund amount and the amount
debited will be included and form part of the Indebtedness
SECTION 4.01
COVENANT TO PAY
In consideration of the Bank, at the request of the Borrower(s) and the Assignor(s), having granted
and made available and/or agreeing or continuing to grant and make available the Facilities to the
Borrower(s), the Assignor(s) hereby covenant(s) and agree(s) to pay to the Bank ON DEMAND the
Indebtedness PROVIDED THAT no such demand shall be made by the Bank unless:(a)
in accordance with the provisions of the Terms and Conditions or any other Security
Documents, the Facilities or the balance thereof for the time being outstanding and remaining
unpaid together with interest thereon and all other monies and liabilities owing or payable
thereunder shall become forthwith due and payable; or
(b)

the Assignor(s) commit(s) a breach of any of the covenants, undertakings, stipulations, terms,
conditions or provisions herein contained (other than the covenant or undertaking for payment
of monies due under this Section 4.01(a) above) which is not capable of remedy or which,
being capable of remedy, is not remedied within the timeframe stipulated by the Bank in its
notice to the Assignor(s) requesting action to remedy the same; or

(c)

any other Event of Default shall occur.

SECTION 4.02
DEMANDS/NOTICES
(a)
If and when the Indebtedness hereby covenanted to be paid by the Borrower(s) and/or the
Assignor(s) to the Bank shall be demanded as aforesaid or shall otherwise be required to be
settled, the monies owing by the Borrower(s) and/or the Assignor(s) to the Bank shall be
ascertained by the Bank. The Assignor(s) agree(s) that the statement issued by the Bank or by
any solicitor or firm of solicitors purporting to act for the Bank as to the amount of the monies
in respect of the Indebtedness due and payable under this Assignment shall be final and
conclusive.
(b)

Any demand for payment of the monies due and payable under this Assignment may be made
by a notice in writing requiring payment within seven (7) days from the date thereof and in
such form as may be prescribed by or under the applicable Acts and may be issued by the
Bank or by any firm of solicitors for the Bank. Such notice shall be deemed to have been
sufficiently served on the Assignor(s) if it is served in accordance with Section 11.01 below.
The Bank shall only be deemed to have notice of the Assignor(s)s change of address if the
Bank had actually received the notice of such change sent by the Assignor(s)

(c)

Any other notice required or permitted to be served by the Bank under or pursuant to this
Assignment may be served and shall be deemed served in the like manner as a notice
demanding payment as provided in Section 4.02(b) herein or in the manner as specified in the
provision for notifying the variation of interest rate in the Terms and Conditions. In the case of
notice issued by way of advertisement, the Borrower(s) or the Assignor(s) shall be deemed to
have received such notice on the date of the advertisement.

OCBC Bank Ltd, 2013

SECTION 4.03
NOTICES FROM ASSIGNOR(S)
(a) The Bank may rely upon and act on the notices or instructions of the Assignor(s) , whether oral
or written and whether given by telephone, post, facsimile transmissions or other electronic
means, including based on signatures which appear to the Bank, by reference to the names and
signatures of such persons filed with the Bank to be the signatures of the Assignor(s) or any of
the persons authorised by the Assignor(s) to issue such communication . The Bank may do so
without enquiry as to the identity of the person giving or purporting to give such
communication or as to its authenticity. The Assignor(s) bears the risks of such communication
including the risk of its being given by unauthorised persons. The Assignor(s) shall indemnify
the Bank against all losses, claims, demands, costs, damages, expenses and all other liabilities
of whatever nature which it may incur or suffer in consequence of its accepting and acting on
such communication.
(b)

Any notice or communication from the Assignor(s) to the Bank may be sent by personal
despatch, courier or by registered or ordinary mail to the address of the Bank set out in this
Agreement or such other address as the Bank may inform the Assignor(s) and such notices or
communications shall only be received when acknowledged by the Bank.

SECTION 5.01
ENFORCEMENT OF SECURITY
In the event that any one of the Assignor(s) is declared a bankrupt or is already a bankrupt at the time
of the grant of the Facilities and the Bank does not realise its security under this Assignment within
six (6) months from the date of the receiving order, the other Assignor(s) who is not bankrupt hereby
agree(s) to pay the full interest outstanding in respect of the Facilities or any part thereof at the
applicable Prescribed Rate and/or the applicable Late Payment /Excess Interest Rate (as the case may
be) set out in the Letter of Offer and the Bank is entitled to recover the same under this Assignment
notwithstanding Section 8(2A) of the Bankruptcy Act, 1967.
SECTION 6.01
ASSIGNMENT
For the consideration aforesaid, the Assignor(s) hereby absolutely assign(s) to the Bank the Said
Property and the full and entire benefit of the Sale and Purchase Agreement together with all rights,
title and interests of the Assignor(s) therein PROVIDED ALWAYS THAT notwithstanding the
Assignment hereinbefore contained or any other provision of the Terms and Conditions, the
Assignor(s) shall and hereby undertake(s) to continue to observe and be bound by all whatsoever
conditions, covenants and stipulations therein on the part of the Assignor(s) expressed and contained
in the Sale and Purchase Agreement and the Bank shall have no obligation under the Sale and
Purchase Agreement by reason of or arising out of this Assignment nor shall the Bank be required or
obligated in any manner to observe or perform any of the condition or obligations of the Assignor(s)
under or pursuant to the Sale and Purchase Agreement (except to make progressive releases out of the
proceeds of the Facilities to the Developer/Vendor under the terms and conditions of the Terms and
Conditions, where applicable) or to present or file any claim or to take any other action to enforce the
terms of the Sale and Purchase Agreement as the Bank may at its absolute discretion decide.
Where the said Property falls under the Housing Development (Control & Licensing) Act 1966
(HDA), the notice of assignment and acknowledgment from the Developer, in the form appended
hereto as Appendix A or in such other form as the Bank may accept, shall be obtained by the
Assignor(s).
Where the said Property does not fall under the HDA, the letter of consent and undertaking by the
Developer and the Proprietor (if applicable) in the form appended hereto as Appendix B or in such
other form as the Bank may accept, shall be obtained by the Assignor(s).
SECTION 6.02
POWER OF ATTORNEY
In addition to the Assignment herein, the Assignor(s) shall execute and deliver to the Bank a Power of
Attorney to appoint the Bank or any person authorised by the Bank as the attorney of the Assignor(s)
and in the Assignor(s) name and on the Assignor(s)' behalf to deal with the Said Property.

OCBC Bank Ltd, 2013

SECTION 6.03
CONTINUING SECURITY
This Assignment is a continuing security for the repayment and payment of the Indebtedness
notwithstanding that the Borrower(s) may at any time or times cease to be indebted to the Bank for
any period or periods and notwithstanding any settlement of account or accounts or otherwise.
SECTION 6.04
COVENANT TO PROVIDE FURTHER SECURITY
The Assignor(s) will at any time and when required by the Bank at its own cost execute in favour of
the Bank such legal or other mortgages, charges, debentures, assignments, transfers, agreements or
other assurances as the Bank may require of and on all the Assignor(s)' rights, title and interests in any
property or asset or business now belonging to or which may hereafter be acquired by or belonging to
the Assignor(s) (including any vendor's lien) to secure the Indebtedness on terms approved by the
Bank.
SECTION 6.05
THE CHARGE
Upon issuance of an individual/strata title to the Said Property, the Assignor(s) shall at the
Borrower(s)' and/or the Assignor(s)' cost and expense immediately take a transfer of and execute a
legal charge (hereinafter called the Charge") over the Said Property in the Banks standard form or
such variation thereof as the Bank may require to secure the repayment and payment to the Bank of
the Indebtedness, failing which the Bank is entitled to take such cause of action to protect the Banks
interest and the costs and expenses incurred shall be for and on the account of the Borrower(s). All
costs and expenses including the costs of the Banks solicitors (on a solicitor and own client basis) in
connection with the preparation, execution and registration of the Charge shall be borne and paid by
the Borrower(s) and/or the Assignor(s). The Banks rights under this Assignment shall not be
diminished or affected in any manner whatsoever by the issuance of the individual/strata title to the
Said Property and all such rights shall continue to subsist and shall be fully enforceable against the
Assignor(s).
SECTION 6.06
RESTRICTION AGAINST OTHER CHARGES
The Assignor(s) warrant(s) and undertake(s) that there is no mortgage, charge, pledge, lien or security
interest over the Said Property having priority to this Assignment and that:(a)
the Assignor(s) shall not during the subsistence of this Assignment without the prior consent
in writing of the Bank execute any form of charge, mortgage, debenture, pledge, lien or
security interest or permit to exist any caveat or prohibitory order over the Said Property; and
(b)

this Assignment shall not affect any lien or security now or hereafter given by the Assignor(s)
or any other Security Party to the Bank or to which the Bank is entitled whether the same be
for securing repayment of the Indebtedness and whether such security is taken as additional or
collateral security or otherwise howsoever.

SECTION 6.07
FURTHER ASSURANCE
The Assignor(s) shall at its own expense, immediately on written demand by the Bank sign such
agreements and instruments as the Bank shall reasonably require to perfect or realize the security. For
such purposes a certificate in writing signed by or on behalf of the Bank to the effect that any
particular instrument, document, act or thing required by it is reasonably required by it shall be
conclusive evidence of the fact.

OCBC Bank Ltd, 2013

SECTION 6.08
PROCEDURE ON NOTICE OF FURTHER ASSIGNMENT
The Bank on receiving notice that a further charge, mortgage or encumbrance had been created over
the Said Property or any asset taken as security for the Indebtedness, may forthwith open a new or
separate account with the Borrower in its books. Even though the Bank did not open such new or
separate account the Bank shall nevertheless be deemed to have done so at the time when the Bank
received such notice (hereinafter called the Time Of Notice). From and after the Time Of Notice, all
payments made by the Borrower shall be credited or deemed credited into the new account and shall
not go in reduction of the Indebtedness at the Time Of Notice. Nothing in this Section shall prejudice
the Banks security under this Assignment for the Indebtedness notwithstanding that such
indebtedness may become due or owing or be incurred after the Time Of Notice.
SECTION 6.09
LIENS AND OTHER SECURITIES
Nothing herein contained shall prejudice or affect any lien to which the Bank is entitled or any other
securities which the Bank may at any time or from time to time hold for or on account of the monies
hereby secured nor shall anything herein contained operate so as to merge or otherwise prejudice or
affect any bill, note, guarantee, mortgage or other security which the Bank may for the time being
have for any money intended to be hereby or otherwise secured or any right or remedy of the Bank.
SECTION 6.10
INTEREST RATE ON OTHER SECURITIES
When the Indebtedness shall be further secured to the Bank by any bill of exchange, promissory note,
draft, receipt or other instrument reserving a higher rate of interest to be paid in respect thereof than
that hereinbefore covenanted to be paid such higher rate of interest shall be payable in respect of such
monies and nothing contained in or to be implied from these presents shall affect the right of the Bank
to enforce and recover payment of such higher rate of interest or as the case may be the difference
between such higher rate and the rate payable hereunder.
SECTION 6.11
CUSTODY OF DOCUMENTS
The Bank shall have custody and possession of the Assignor(s) original copy of the Sale and
Purchase Agreement, the Principal Sale and Purchase Agreement (if the Assignor(s) is not the first
purchaser) and individual/strata title in respect of the Said Property and is authorised by the
Assignor(s) to collect or take delivery of the same. The Bank shall be under no obligation to surrender
or part with possession of the Sale and Purchase Agreement, the Principal Sale and Purchase
Agreement and the issue document(s) of title of the Said Property.
SECTION 6.12
THREATENED PROCEEDINGS ETC
The Assignor(s) hereby agree(s) and undertake(s) to advise the Bank immediately:(a)
of any threatened, impending existing prosecution or legal proceedings affecting the
Borrower(s) and/or the Assignor(s) and/or the other Security Parties or the Said Property or of
any investigation in respect of any offence conducted on any of the directors of the
Borrower(s) or any Security Party(ies) (if any);
(b)

of any change in the financial standing of the Borrower(s) and/or the Assignor(s) and/or the
other Security Parties (if any).

SECTION 7.01
INSURANCE
(a)
The Assignor(s) and/or the Borrower(s) will during the continuance of this security keep any
building or fixture or structure whatsoever now or at any time hereafter erected on or affixed
to the Said Property properly insured against loss or damage by fire, explosion, flood,
lightning and such other risks as the Bank may require up to the full insurable value thereof
and nominate the Bank as Loss Payee" with such insurance company as may from time to
time approved by the Bank. The Assignor(s) and/or the Borrower(s) will pay the premium
thereon and deliver the receipts for the same to the Bank. Such policies of insurance shall not
be cancelled or varied without the prior written consent of the Bank.

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(b)

In the event of the Assignor(s) and/or the Borrower(s) not effecting, maintaining or renewing
any such insurance as aforesaid it shall be lawful for but not obligatory upon the Bank at the
cost and expense of the Assignor(s) and/or the Borrower(s) to effect, maintain or renew such
insurance as the Bank may think fit and any cost and expenses so incurred shall be for the
account of the Assignor(s)and/or the Borrower(s) and shall be deemed to form part of the
Indebtedness. The Bank shall not be held liable for any negligence whatsoever as a result of
any action taken or omission to effect, take out, maintain, renew or increase any such
insurance or otherwise and the Bank shall be entitled to retain for its own use and benefit any
commission paid or allowed to any of them as agents of such insurers.

(c)

The Assignor(s) shall promptly furnish the Bank with the originals of all insurance policies in
respect of the Said Property, all renewals thereof and all binders and cover notes, receipts or
other written evidence satisfactory to the Bank showing the required insurance of each type
has been taken.

(d)

The Assignor(s) shall not do any act or permit any act to be done whereby the insurance
policies may become void or voidable.

SECTION 7.02
OTHER INSURANCE
The Bank may require the Assignor(s) and/or the Borrower(s) at their own costs to take out and
maintain a mortgage reducing term assurance policy or a life insurance policy and to assign the said
policy and all benefits and advantages thereunder to the Bank as further security for the Indebtedness.
SECTION 7.03
CONFLICTING INSURANCE
Save and except at the request or with the prior written consent of the Bank, the Assignor(s) and/or the
Borrower(s) shall not effect or maintain any insurance against any risk in respect of the Said Property
and the buildings, fixtures, structures, property and effects where the Bank or the Borrower(s)
has/have effected or maintained any such insurance as aforesaid.
SECTION 7.04
APPLICATION OF INSURANCE MONIES
(a)
The Bank may at its discretion require all monies received on any insurance policies to be
applied in or towards making good the loss or damage in respect of which the monies is
received or in or towards the discharge of any monies secured hereby and the Assignor(s)
and/or the Borrower(s) shall hold or cause to be held monies so received on such insurance in
trust for the Bank and the Bank may receive and give a good discharge of all such monies.
(b)

In the event that the Bank chooses to apply the monies received under any insurance policies
to make good the loss or damage to the Said Property, the Assignor(s) and/or the Borrower(s)
shall in addition to continue paying whatsoever instalments and/or other monies due or
payable herein, bear the difference between the cost of making good such loss or damage and
monies received from the insurance company.

(c)

In the event that the Bank chooses to utilise all monies received under any insurance policies
to discharge the Indebtedness, the Borrower(s) and/or the Assignor(s) shall continue paying to
the Bank whatever instalments and/or other monies due and payable herein. If the monies
received is less than the Indebtedness, the Assignor(s) and/or the Borrower(s) shall pay the
Bank the difference between the Indebtedness and the amount so received within seven (7)
days from the date of demand by the Bank and until such payment will also pay interest on
such balance at the applicable Late Payment/Excess Interest Rate.

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SECTION 8.01
GOVERNMENT ACQUISITION
In the event that the Said Property or any part thereof shall at any time be included in any acquisition
notice or if the government or governmental authority shall condemn, nationalize, seize or otherwise
expropriate all or any substantial part of the Said Property or other assets of the Assignor(s), the
Assignor(s) shall forthwith inform the Bank of the same and shall forward to the Bank a copy or
copies of any such notice, notification or declaration as soon as the same shall be served on the
Assignor(s). The Bank shall be entitled at the expense of the Assignor(s) to engage such advisers and
agents (including solicitors and valuers) as it may think fit for the purposes of attending at or advising
upon any enquiry or proceedings. All monies received by way of compensation for any such
acquisition of the Said Property or any part thereof shall be applied in or towards the discharge or
repayment of any monies or liabilities secured by this Assignment and the Assignor(s) shall and
hereby declare(s) that the Assignor(s) will hold all monies if paid to and so received by the
Assignor(s) in trust for the Bank and the Assignor(s) agree(s) and confirm(s) that the Bank may
receive and give a good discharge for all such monies.
In the event the monies received is less than the Indebtedness secured by this Assignment, the
Assignor(s) shall forthwith pay to the Bank the difference between the amount due and the amount so
received and until such payment will also pay interest on such difference at the applicable Late
Payment/Excess Interest Rate.
SECTION 9.01
REMEDIES OF THE BANK
Upon demand or the occurrence of any Event of Default, the Bank shall be entitled to exercise all or
any of the following rights and powers:
(a)
the right to terminate the licence and to enter and take possession of the Said Property or any
part or parts thereof;
(b)
(c)

(d)

the right to let, lease or demise the Said Property or any part or parts thereof for such tenancy
or term of years at such rent and generally upon such terms as the Bank shall in its absolute
discretion think fit;
the right and power to sell and assign the Said Property by public auction or private treaty at
such price or prices and in such manner as the Bank shall in its absolute discretion think fit
free from any interest of the Assignor(s) hereunder or otherwise and the right to bid at any
such sale; and
the right to sue and institute by way of civil suit or action for the recovery of the Indebtedness,
whether before first realising the Said Property or otherwise or concurrently with any of the
other rights and remedies of the Bank herein or at law.

AND the Assignor(s) shall do and execute all acts, deeds, instruments and things which the Bank may
require for the purpose of effecting and/or completing any thing and/or any transaction mentioned in
this Section.
SECTION 9.02
CROSS DEFAULT
The Bank reserves the right to demand payment of the Indebtedness or withhold or withdraw the
Facilities if there is a default by the Borrower(s), any related companies of the Borrower and/or any
of the Security Party(ies) under any account with the Bank or any other financial institution or if there
is a default in the payment under the accounts of any other party of which the Borrower(s) or any
Security Party is/are a guarantor, or if the Borrower(s) and/or any Security Party cease(s) or
threaten(s) to cease to carry on its business or a petition is presented or a resolution passed for the
winding up of the Borrower(s), any Security Party and/or any related companies of the Borrower(s)
and/or any Security Party(ies).

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SECTION 9.03
PROCEEDS OF SALE
All monies received by the Bank from any proceedings instituted or step taken pursuant to this
Assignment shall at the Banks discretion be applied by the Bank:FIRSTLY
in or towards payment to quit rent, rates, taxes, assessments and other outgoings due
to any relevant authorities;
SECONDLY

in or towards payment of or provision for all costs, (including but not limited to the
Banks solicitors' costs on a solicitor and own client basis), charges, expenses and
liabilities incurred by the Bank in or about the realising of the Said Property and the
remuneration of any party(ies) appointed in respect of such realization and all fees
and charges payable to the Bank and all monies payable to the Bank by way of
indemnity or compensation under this Assignment and the Security Documents;

THIRDLY

in or towards payment to the Bank of all interest, costs, charges, commission and all
other monies which are then due and owing or outstanding to the Bank under or in
connection with or arising from the Facilities;

FOURTHLY

in or towards payment of all principal monies which are then due and owing to the
Bank under or in connection with or arising from the Facilities;

FIFTHLY

in or towards payment to the Bank of the Borrower(s) and/or the Assignor(s)


liabilities to the Bank (whether present, future, contingent, primary, secondary,
collateral, secured or unsecured, several or joint) under any other account agreement
or contract with the Bank and all such monies available under this premise are
specifically held in trust for the Bank for the satisfaction of such liabilities; and

SIXTHLY

in the payment of the surplus (if any) to the Assignor(s) or any other person or persons
entitled thereto.

PROVIDED ALWAYS THAT if the Bank shall be of the opinion that the security may prove
deficient, payments may be made to the Bank on account of principal before interest but such
alteration in the order of payment shall not prejudice the right of the Bank to receive the full amount
to which it would have been entitled if the primary order of payment had been observed or any lesser
amount which the sum ultimately realised from the security may be sufficient to pay.
SECTION 9.04
DEFICIENCY IN THE PROCEEDS OF SALE
If the net proceeds of any sale of the Said Property after deduction for taxes, expenses and fees is less
than the amount due to the Bank, the Borrower(s) and/or the Assignor(s) shall, notwithstanding that
the Bank may be the purchaser of the Said Property, pay the Bank the difference between the amount
due and the net proceeds of such sale together with interest thereon at the applicable Late
Payment/Excess Interest Rate, such interest to be compounded with the rests period or such other rest
as the Bank may determine.
SECTION 9.05
CONCURRENT EXERCISE OF REMEDIES
The Bank shall have absolute liberty to concurrently exercise all or any of the rights and remedies
available to the Bank whether by this Assignment or under the Security Documents (if any) or at law.
SECTION 9.06
ENFORCEMENT OF THIS ASSIGNMENT
This Assignment is in addition to and not in substitution of any other rights or securities which the
Bank may have from or against the Borrower(s), the Assignor(s) or any other Security Party. The
Bank is under no obligation to enforce the Borrower(s) and/or the Assignor(s)' personal covenant to
pay on demand or enforce other securities against the Borrower(s) or any other Security Party(ies)
before enforcing this Assignment.

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SECTION 9.07
CUMULATIVE REMEDIES
The remedies provided herein are cumulative and not exclusive of any other remedies provided by
law.
SECTION 9.08
ENQUIRY BY THIRD PARTIES
No person dealing with the Bank must shall be concerned to enquire whether the power exercised by
the Bank under this Assignment has become exercisable or see to the application of any money paid to
the Bank. In the absence of fraud on the part of such person, such dealing shall be deemed to be valid
and effectual and the remedy of the Assignor(s) in respect of any irregularity or impropriety
whatsoever in the exercise of such power shall be in damages only.
SECTION 10.01
OCCUPATION OF THE SAID PROPERTY AS A LICENSEE
The Assignor(s) shall occupy the Said Property merely as a licensee of the Bank and by no other right
and within seven (7) days after the Assignor(s)' licence to occupy the Said Property has been
terminated pursuant to Section 9.01 hereof the Assignor(s) shall at the Assignor(s)' own cost and
expense peaceably deliver immediate vacant possession of the Said Property to the Bank or to such
other person as the Bank may direct.
SECTION 10.02
COMPLIANCE WITH LAND TITLE CONDITIONS
The Assignor(s) shall comply with and observe all laws, rules and regulations, conditions, restrictions
and category of land use express or implied to be imposed upon the Said Property or to which the
Said Property is to be subject. In default whereof it shall be lawful but not obligatory for the Bank on
account of and at cost of the Borrower(s) and/or the Assignor(s) to take such steps and measures
necessary to ensure compliance. The Assignor(s) shall indemnify and keep indemnified the Bank
against all losses, actions, costs, expenses, claims and demands in respect of any such act, matter or
thing done or omitted to be done in contravention of the said provisions.
SECTION 10.03
USE OF THE SAID PROPERTY
The Assignor(s) shall not use the Said Property or any fixture or any building upon the Said Property
for purposes other than those for which the same has been intended or permitted by its land use
condition. Upon receipt of notice in writing from the Bank that in the opinion of the Bank any user by
the Assignor(s) of the Said Property or any structure or fixture thereon or any part thereof whether by
reason of overcrowding or for any reason whatsoever is calculated to affect adversely the security of
the Bank the Assignor(s) shall forthwith discontinue such use.
SECTION 10.04
PAYMENTS OF OUTGOINGS
The Assignor(s) shall at all times during the continuance of this security pay the quit rent, assessment,
rates, taxes and all other outgoings whatsoever payable from time to time in respect of the Said
Property as and when the same shall become due and payable and will produce to the Bank on
demand all receipts for such payments. In default whereof it shall be lawful for but not obligatory
upon the Bank to pay the same or any part thereof and such payment shall be for and on the account
of the Borrower(s) and/or the Assignor(s) and until payment thereof shall bear interest at the Late
Payment/Excess Interest Rate from the date such monies having been paid or expended until full
settlement (both before and after judgement or order) and shall be paid on demand made by the Bank.
SECTION 10.05
INFORMATION ON MATTERS AFFECTING SECURITY
The Assignor(s) shall inform the Bank of any application, demand, notice or order affecting the Said
Property or any structure thereon forthwith upon the issue, publication, service or occurrence thereof
(time being of the essence in respect hereof) and produce the same to the Bank. The Assignor(s) shall
do all acts and take all steps necessary or expedient to safeguard and preserve the Said Property or any
building, structure, fixture or other erection thereon or any part thereof or the title or ownership and
agrees that the Bank may if it thinks fit and on behalf of or in the name and at the expense of the
Borrower(s) and/or the Assignor(s) do all such acts and employ all such persons as the Bank may
deem fit for the purpose of safeguarding and preserving the Said Property or any structure or fixture
or other erection thereon.
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SECTION 10.06
DEALINGS WITH SECURITY
The Assignor(s) shall not transfer, sell, charge, assign or otherwise howsoever deal with the Said
Property or any part thereof or any interest therein or permit any other charge, assignment,
encumbrance, liability or lien whatsoever over the Said Property. The Assignor(s) shall not make any
application for the alteration or imposition of new category of land use or for the surrender of the Said
Property or any part thereof or any interest therein or for rescission, removal or amendment of any
condition or restriction affecting the Said Property without the written consent of the Bank first had
and obtained.
SECTION 10.07
LEASING AND POSSESSION
The Assignor(s) shall not lease or let out or agree to lease or let out or grant any licence or otherwise
howsoever part with the possession of the Said Property or any building or any fixture or structure
thereon or any part thereof without the prior consent in writing of the Bank which consent may be
given or refused without assigning any reason therefore or on such terms and conditions as the Bank
deems fit and the decision of the Bank shall be final and conclusive. It is expressly agreed and
declared that the provisions of Section 251 of the National Land Code and similar provision (if any)
of the other Acts shall not apply to this Assignment.
SECTION 10.08
REPAIRS
The Assignor(s) shall at all times during the continuance of this security keep the Said Property clean
and free from lallang and undergrowth and any building, structure or fixture now or at any time
hereafter erected on or affixed to the Said Property in tenantable repair and condition. In default
whereof it shall be lawful for but not obligatory upon the Bank to employ labourers to upkeep the
Said Property and carry out such repairs as the Bank may consider necessary at the cost and expense
of the Assignor(s) and the Assignor(s) irrevocably grants to the Bank the right to enter into the Said
Property PROVIDED HOWEVER that such act of the Bank or its agents shall not render the Bank
liable as an assignee in possession.
SECTION 10.09
MAINTENANCE
The Assignor(s) shall not alter, pull down or remove any building, structure or fixture now or at any
time hereafter erected on or affixed to the Said Property or any part thereof without the prior consent
in writing of the Bank and shall forthwith replace or make good the same in the event of such
alteration, pulling down or removal. In the event that the Bank shall give its consent, the Assignor(s)
shall duly apply for all necessary permissions as required by law and will give the Bank immediate
notice of such permissions if granted and the Assignor(s) will at all times indemnify and keep the
Bank indemnified against all proceedings costs expense claims and demands whatsoever in respect of
and arising out of any contravention by the Assignor(s) of such permission. The Assignor(s) shall
complete the erection of such new building or additional structure or renovation in accordance with
the approved plans and shall obtain a certificate of fitness for occupation not later than such date as
the Bank may stipulate.
SECTION 10.10
RIGHT OF INSPECTION & VALUATION
(a)
The Bank and its agents may at all reasonable times of the day to enter the Said Property and
inspect the condition or repair and the works and construction (if any) thereon, the progress
thereof and any relevant records and documents. If the Said Property is in disrepair or
construction is delayed and the Bank enters and repairs the same or complete construction
thereof it shall not be liable as an assignee in possession nor shall it be liable for any loss
happening in or about the exercise or execution of any power conferred on the Bank as an
assignee under this Assignment or by statute.

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(b)

The Assignor(s) hereby irrevocably authorises the Bank to value the Said Property at such
intervals as the Bank shall in its absolute discretion decide by any valuer and/or professional
consultant approved by the Bank at the Assignor(s) sole costs and expense. In the event such
valuation or inspection reveals that the value (open market value or forced sale value) of the
Said Property is lower than that approved by the Bank or has in the opinion of the Bank been
adversely affected, the Bank shall have the absolute discretion to require the Assignor(s) to
provide further security(ies) pursuant to Section 6.04 hereof.

SECTION 10.11
REASSIGNMENT ON FULL PAYMENT
Subject to and without prejudice to the Banks rights and remedies under Section 12.08 herein or in
respect of any antecedent claim or breach of covenant by the Borrower(s), the Assignor(s) and/or any
of the other Security Parties, at such time as the Borrower(s), the Assignor(s) and/or any of the other
Security Parties shall have paid the Bank all sums payable hereunder and under the Letter of Offer
and Terms and Conditions then:(a)
the Bank shall at the cost and expense of the Borrower(s) and/or the Assignor(s) reassign all
its right, title, benefit, interest, advantage, property, claim and demand whatsoever of, in or to
the Said Property under the Sale and Purchase Agreement to the Assignor(s) and the
Assignor(s) shall accept same such reassignment to be in such form and substance acceptable
to the Bank; and
(b)
subject to Section 12.13 hereof, upon the execution by the Bank of the reassignment provided
for in paragraph (a) hereof, this Assignment shall forthwith terminate and be at an end except
for the payment by the Borrower(s) and/or the Assignor(s) to the Bank hereunder of the
monies payable by reason of the compliance by the Bank with the provisions of this Section.
SECTION 10.12
COMPLY WITH LAWS AND REGULATIONS
The Assignor(s) hereby covenant(s) and undertake(s) to perform, observe, discharge and abide by all
duties and obligations imposed on the Assignor(s) by the applicable Acts or the by-laws established
thereunder or any regulations, resolutions or by-laws passed by the Developer or the Management
Corporation, as the case may be, in relation to the Assignor(s)' rights, use and enjoyment of, to or in
the Said Property and the common property. The Assignor(s) shall indemnify and keep indemnified
the Bank against all losses, costs, expenses, claims and demands in respect of any such act, matter or
thing done or omitted to be done in contravention of the said provisions.
SECTION 10.13
MANAGEMENT FUND
The Assignor(s) shall promptly pay such contributions and subscriptions to the Management Fund and
any other payments to the Developer/Vendor for the purposes of maintaining and administering the
common property, paying rents, rates, assessments, taxes and insurance premiums and discharging
any other obligations on the part of the Developer/the Vendor or the Management Corporation, as the
case may be. In default whereof it shall be lawful for but not obligatory upon the Bank to pay the
same or any part thereof and such payment shall constitute a debt due from the Borrower(s) and/or the
Assignor(s) to the Bank and shall bear interest at the Let Payment/Excess Interest from the date such
monies having been paid or expended until full settlement (both before as well as after judgement or
order) and shall be paid on demand by the Bank.
SECTION 10.14
ADDITIONAL COVENANT
(a)
The Assignor(s) shall obtain the prior written consent of the Bank:(i)
before commencing any action or proceedings whatsoever in any court or tribunal
against the Developer/the Vendor and/or any other person in respect of any matter
arising out of the Sale & Purchase Agreement or relating to the Said Property; and
(ii)
before agreeing with the Developer/the Vendor and/or any other person on any
variation or amendment whatsoever of the terms of the Sale and Purchase Agreement
or the termination, rescission, cancellation or revocation of the Sale and Purchase
Agreement or any matter affecting the Said Property.

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(b)

In further consideration of the premises herein, the Assignor(s) covenant(s) that he shall not
terminate his liabilities under this Assignment for any reason whatsoever without the prior
written consent of the Bank.

The Assignor(s) shall forthwith pay all sums received or payable on termination or rescission of the
Sale and Purchase Agreement to the Bank and pending such payment shall hold such sums in trust for
the Bank.
SECTION 10.15
DUTY TO DELIVER VACANT POSSESSION
In the event of the Said Property being sold at a public auction or by private treaty pursuant to the
provisions herein contained, the Assignor(s) shall whenever requested to do so by the Bank at the
Assignor(s)' own cost and expense deliver vacant possession of the Said Property to the Bank or to
such other person(s) as the Bank may direct.
SECTION 11.01
SERVICE OF ORIGINATING PROCESS
Any notice of demand: (a) sent by post to an address in Singapore shall be deemed to have been served on the Assignor(s) at
10.00 a.m. (Singapore time) on the business day next following the date of posting or, in the
case of an address outside Singapore, shall be deemed to have been served on the Assignor(s)
at 10.00 a.m. (Singapore time) on the third business day next following and exclusive of the
date of posting; or
(b) sent by telex or facsimile shall be deemed to have been served on the Assignor(s) when
despatched.
In proving such service by post it shall be sufficient to show that the letter containing the notice or
demand was properly addressed and posted and such proof of service shall be effective
notwithstanding that the letter was in fact not delivered or was returned undelivered. If the Assignor(s)
has died and at the material time there has not been issued, or the Bank has not received a copy of the
grant of probate of the deceaseds will or letter of administration in respect of the deceaseds estate in
either case, with notification in writing of an address for communication with the deceaseds personal
representatives, any notice to the Assignor(s) may be served in a manner as if the deceased were still
living and as if the deceaseds address were the address last known to the Bank prior to the deceaseds
death.
SECTION 11.02
APPOINTMENT OF PROCESS AGENT
(Where the Assignor(s) is a foreigner or a corporation incorporated outside Singapore) the
Assignor(s) 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 if delivered to such agent
at his address for the time being notified to the Bank. The Assignor(s) undertakes not to revoke the
authority of such agent and if, for any reason, such agent no longer serves as the Assignor(s) agent to
receive service of process, another agent will be immediately appointed and the Bank advised
accordingly.
SECTION 12.01
STATEMENT OF ACCOUNT
The Assignor(s) hereby expressly agree(s) that a statement of account issued by the Bank shall be
final and conclusive proof of the Indebtedness of the Borrower(s).

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SECTION 12.02
PAYMENT IN GROSS
If the Borrower or any Security Party is bankrupt or wound-up, the Bank may prove for the whole of
the monies then owing and no money received under such proof shall be applied to reduce the
Indebtedness until the Bank has received from all sources one hundred cents in the dollar. If the
amount ultimately received by the Bank exceeds the amount owed to the Bank, the excess shall be
repaid to the person or party on whose account the same shall have been received by the Bank.
The Assignor(s) hereby agree(s) that until the Indebtedness is fully settled, any monies (whether in the
form of cash, dividends or other forms) property or assets receivable by the Bank under Sections
12.02 and 12.10 but paid to or received by the Assignor(s) shall be held upon trust to pay or to transfer
the same to the Bank to the extent of such Indebtedness.
SECTION 12.03
APPLICATION OF PAYMENTS
The Bank is entitled to apply any payments received from the Assignor(s) and/or the Borrower(s) or
from any person making payments on their behalf (irrespective of whether the purpose of the payment
is specified or not) towards satisfaction in whole or in part of the Indebtedness in any order that the
Bank in its absolute discretion deems fit.
SECTION 12.04
CESSATION OF RELATIONSHIP
The cessation of the relationship of the banker and customer between the Bank and the Borrower(s)
howsoever brought about including the recall of the Facilities by the Bank, the demise or winding-up
of the Borrower(s) or Assignor(s) or any one of them or the closure of account shall not in any manner
affect the right of the Bank to capitalize interest which is payable on any outstanding balance.
SECTION 12.05
TAXES AND WITHHOLDINGS
(a)
All sums payable by the Assignor(s) under this Assignment shall be paid in full (without any
deductions, set-off or withholdings). All such sums are exclusive of goods and services tax, or
any other tax of similar nature which if payable shall be for the account of the Assignor(s). If
any deduction or withholding is required by law, the Assignor(s) shall forthwith pay to the
Bank or authorise the Bank to deduct from his account, such additional amount so that the net
amount received by the Bank will equal the full amount which would have been received by
the Bank had no such deduction or withholding been made.
(b)

Without prejudice to the survival of any other agreement of the Assignor(s) hereunder, the
agreements and obligations of the Assignor(s) contained in sub-clause (a) above shall survive
the payment in full of the principal and interest hereunder.

SECTION 12.06
INDEPENDENT PAYMENT OBLIGATIONS
The Assignor(s)s obligations to pay or to repay under the provisions of this Assignment constitute
separate and independent obligations, shall give rise to separate and independent causes of action and
shall remain in full force and effect despite any judgment, order, claim or proof for a liquidated
amount in respect of some other obligation and may be relied upon and enforced by the Bank
independently.
SECTION 12.07
CONSOLIDATION
(a)
Unless the Bank otherwise agrees, the Assignor(s) shall not be entitled to redeem this
Assignment or any other security whether given now or hereafter except on payment to the
Bank of all monies payable or due from the Borrower(s) and/or the Assignor(s) to the Bank
(whether such liability be present, future, actual, contingent, primary, secondary, collateral,
secured or unsecured, several or joint) under any other account or accounts , agreement or
contract or otherwise with the Bank. The proceeds from the enforcement of this Assignment
or any of the securities may be applied by the Bank towards payment of all such other monies
and liabilities whatsoever payable or due from the Borrower(s) and/or the Assignor(s) to the
Bank.
OCBC Bank Ltd, 2013

18

(b)

The Bank may at any time, at its sole and absolute discretion by notice to the Borrower(s)
and/or the Assignor(s), combine or consolidate all or any of the accounts of the Borrower(s)
and/or the Assignor(s) and set-off or transfer any sum or sums in whatever currency and
standing to the credit of anyone or more of such accounts at any office or branch of the Bank
in any country in or towards satisfaction of any of the liabilities of the Borrower(s) and/or the
Assignor(s) to the Bank whether such liabilities be present, future, actual, contingent,
primary, secondary, collateral, secured, unsecured, several or joint.

The Assignor(s) agree(s) that such liabilities after consolidation shall form part of the Indebtedness
secured by this Assignment. If the obligations are in different currencies, the Bank may convert either
obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
SECTION 12.08
SET-OFF
If the Bank is the purchaser of the Said Property, the Bank shall be entitled to set off the Indebtedness
against any monies payable by the Bank as the purchaser.
SECTION 12.09
COSTS AND EXPENSES
(a)
All costs, charges and expenses incurred hereunder by the Bank (whether or not the Facilities
may be aborted before utilisation for any reason whatsoever), including any expenditure
incurred in the creation enforcement and/or preparation of this Assignment and the Security
Documents or in the upkeep, maintenance or repair of the Said Property or fixtures thereon or
in the giving of any notice or in the making of any demand under this Assignment and all
other sums expended by the Bank pursuant to the provisions of the applicable Acts and/or this
Assignment and/or the Security Documents (collectively Costs and Expenses), shall be
payable by the Borrower(s) and/or the Assignor(s) to the Bank on demand. Such Costs and
Expenses shall bear interest at the Late Payment/Excess Interest Rate or such other rate
specified by the Bank (both before as well as after demand or judgment and irrespective of
whether or not the banker and customer relationship exists or has been terminated) as from the
date such monies are incurred or paid out by the Bank up to the date of the Banks actual
receipt of repayment thereof and shall form part of the Indebtedness secured by this
Assignment and the other Security Documents and shall on demand be repaid to the Bank.
The Bank reserves the absolute right to debit the Borrower(s)' account(s) with the Costs and
Expenses.
(b)

(c)

If the Assignor(s) default in payment of any monies payable by the Assignor(s) to any person
or authority whomsoever relating to the Said Property or under or pursuant to the provisions
of the Terms and Conditions or this Assignment, it shall be lawful for (but not obligatory
upon) the Bank to make such payments on behalf of the Assignor(s), whereupon the Bank
reserves the absolute right to debit the Borrower(s)' account(s) with all such monies expended
by the Bank. Such sums shall form part of the Indebtedness secured by this Assignment and
the other Security Documents and shall on demand be repaid to the Bank.
If the monies hereby secured are recovered through any process of law, the Borrower(s)
and/or the Assignor(s) shall pay (in addition to the monies hereby secured then due and
payable) the fees of the Banks solicitors (on solicitor and own client basis) and any other fees
and expenses incurred in respect of such recovery.

SECTION 12.10
SUSPENSE ACCOUNT
Any money received by the Bank may be kept in an non-interest bearing suspense account for so long
as the Bank may at its sole and absolute discretion think fit without any obligation to apply the same
or any part thereof in or towards discharge of the Indebtedness.
SECTION 12.11

OCBC Bank Ltd, 2013

INVOLUNTARY LOSS

19

The Bank shall not be answerable for any involuntary loss happening in or about the exercise or
execution of any power, right, privilege and remedy conferred on the Bank by this Assignment or by
law.
SECTION 12.12
INDEMNITY
(a)
The Assignor(s) shall indemnify the Bank against any loss or expense (including but not
limited to legal expenses on a solicitor and own client basis) which the Bank may sustain or
incur as a consequence of any default in payment by the Assignor(s) of any sum due
hereunder including (but not limited to) any interest or fees paid or payable on account of or
in respect of any funds borrowed or deposits from third parties in order to maintain the
amount in default or in liquidating or re-employing such funds or deposits.
(b)

In consideration of the Bank having at the request of the Borrower(s) and/or the Assignor(s)
given its express or implied undertaking and/or guarantee to any financial institution and/or
the Developer/Vendor or to their solicitors or to such other persons whatsoever to pay the
balance purchase price or other contract price payable under the Sale and Purchase Agreement
and/or construction agreement or any variation in the order of payment thereof either
progressively or in such other manner in accordance with the terms and conditions of the Sale
and Purchase Agreement and/or construction agreement, the Assignor(s) agree(s) that the
aforesaid undertaking and/or guarantee are given by the Bank on behalf of and for the benefit
of the Borrower(s) and/or the Assignor(s). The Assignor(s) will at all times hereafter
indemnify and keep the Bank indemnified against all actions, proceedings and costs suffered
by the Bank arising from the aforesaid undertaking and/or guarantee.

SECTION 12.13
GENERAL LIEN
The Assignor(s) covenant(s) and agree(s) that the Bank shall have a general lien over the Said
Property and other securities notwithstanding the Facilities are repaid so long as the Borrower(s)
and/or the Assignor (s) is/are still owing to the Bank (whether in respect of present, future, contingent,
primary, secondary, collateral, secured or unsecured, several or joint liabilities) under any account.
Such general lien shall continue to subsist until all sums owing by the Borrower(s) and/or the
Assignor(s) under such other accounts have been fully paid. The Borrower(s) and/or the Assignor(s)
further agree(s) that a statement of account respecting such other accounts issued by the Bank shall be
final and conclusive proof of the indebtedness under such other accounts of the Borrower save for
manifest error.
SECTION 12.14
BORROWING AND CHARGING POWERS
Where any monies are owing and secured by this Assignment they shall be deemed to be so owing
and so secured notwithstanding:(a)
any legal limitation, incapacity or otherwise of the Borrower(s) in respect of the
borrowing of the Facilities which might be a defence as between the Borrower(s) and the
Bank; or
(b)
the Assignor(s)' power to assign or charge the Said Property;
(c)
any legal limitation in the power of any director attorney, partner, agent or other person
purporting to act or acting on behalf of the Borrower(s) and/or the Assignor(s) or any other
irregularity in such borrowing or the incurring of such liabilities.
SECTION 12.15
(a)

CONSTRUCTION WHERE ASSIGNOR(S) OR BORROWER(S) IS/ARE


NOT AN INDIVIDUAL PERSON
If the Borrower(s) is a firm, this Assignment shall be deemed to be a continuing security for
all monies owing from that firm and every member carrying on business in the name of or in
succession to the firm or from any one or more of such persons although by death, retirement
or admission of partners or other causes the constitution of the firm may have been in part or
wholly varied.

OCBC Bank Ltd, 2013

20

(b)

If the Borrower(s) is/are a committee or association or other unincorporated body:(i)


which has no legal existence, this Assignment shall be construed so as to give the
Bank a security for the monies owing from the committee or association or other
unincorporated body as if the Borrower(s) had been a single individual;
(ii)
which has no legal existence, this Assignment shall be valid and have effect as though
the Assignor(s) was/were principal debtor.

SECTION 12.16
CHANGE IN BANK
The securities, liabilities and/or obligations created by this Assignment shall continue to be valid and
binding for all purposes whatsoever notwithstanding any change by amalgamation, reconstruction or
otherwise which may be made in the constitution of the Bank or of any company by which the
business of the Bank may for the time being be carried on and shall be available to the company
carrying on that business for the time being.
SECTION 12.17
CHANGE IN BORROWER(S) AND/OR ASSIGNOR(S)
The securities, liabilities and/or obligations created by this Assignment shall continue to be valid and
binding for all purposes whatsoever notwithstanding any change whether by reason of amalgamation,
bankruptcy, death, insanity, incorporation, liquidation, reconstruction, winding up or otherwise
howsoever in the name, style, constitution or composition of the Borrower(s) and/or the Assignor(s)
and it is expressly declared that no change of any sort whatsoever in relation to or affecting the
Borrower(s) and/or the Assignor(s) shall in any way affect the security liabilities and/or obligations
created by this Assignment in relation to any transaction whatsoever whether past, present or future.
If the Borrower(s) and/or Assignor(s) being a firm is dissolved by reason of the introduction of a
further partner or partners into the firm or the death or retirement of any existing partners from the
firm or the amalgamation of the firm with another firm or in consequence of a corporation taking over
all the assets of the firm this Assignment shall continue and in addition to the debts and liabilities of
the old firm shall apply to all money and liabilities due or incurred to the Bank from or by the new
firm or corporation as aforesaid thereby constituted as though there had been no change in the firm as
previously constituted.
SECTION 12.18

CHANGES IN LAW AND CIRCUMSTANCES

If it becomes unlawful for the Bank to extend the Facilities, the Bank shall be discharged from all its
obligations to grant or to continue to grant the Facilities. The Assignor(s) shall on demand forthwith
repay the Indebtedness together with the net cost to the Bank in funding or maintaining the Facilities
up to and including the date such prepayment is actually received by the Bank and such additional
amount to be determined by the Bank at its sole and absolute discretion representing any loss suffered
by the Bank as a result of or arising from such prepayment and on such prepayment, the Facilities
shall be cancelled.
SECTION 12.19
AVOIDANCE OF PAYMENTS
Any release of security, settlement or discharge given or made by the Bank on reliance of any
assurance, security or payment which is subsequently avoided under any law relating to winding up or
insolvency, shall not prejudice or affect the Banks rights to recover from the Borrower(s) and/or the
Assignor(s) the monies hereby secured to the full extent hereunder. Any such release, settlement or
discharge shall be deemed to be made subject to the condition that it will be void if any such payment
or security is set aside under any applicable law or proves to have been for any reason invalid.

OCBC Bank Ltd, 2013

21

SECTION 12.20
NO INFRINGEMENT
The Assignor(s) is not aware of and has not intentionally withheld any information or fact which may
result in or give rise to the financing by the Bank or this Assignment contravening or being in breach
of any lending limits or restrictions imposed upon the Bank by law or by Bank Negara Malaysia or
such other authority having jurisdiction over the Bank. The Bank reserves the right to recall the
Facilities in the event of any infringement.
SECTION 12.21

DISCLOSURE

(1) Subject to the Assignor(s) express instruction (if any) restricting disclosure, the Assignor(s)
irrevocably consent to and authorises the Bank and its officers to disclose the Assignor(s)
personal data, account details and relationship with the Bank, the terms of the Facilities and
securities given to the Bank to the following classes of persons:(i)
the Banks data processors or service providers engaged to carry out the Banks functions and
activities;
(ii)
the Banks related companies or any associated company of the Bank, (the Bank together
with the aforesaid related/associated companies are collectively referred as OCBC Group)and
their assignees and successors-in-title;
(iii)
regulatory bodies, government agencies, the police, law enforcement bodies and courts;
(iv)
other banks or financial institutions including Cagamas Berhad, Credit Guarantee Corporation
(Malaysia) Berhad, mortgage insurers and any reinsurer (in or outside Malaysia);
(v)
Central Credit Reference Information System, Dishonoured Cheques Information System,
credit bureaus, credit reporting agencies and corporations set up for the purposes of collecting
and providing credit information;
(vi)
the Security Parties and third parties who intend to settle the Borrowers Indebtedness;
(vii)
debt collection agents, lawyers, custodians and nominee companies;
(viii)the Borrowers authorised agents, executor, administrator or legal representative;
(ix)
the Banks assignees, acquirers, potential assignees or acquirers and successors-in-title; and
(x)
such persons or bodies to whom the Bank is legally required to disclose.
(2) The Assignor(s) irrevocably (i) consents and authorises the Bank to conduct credit checks and
verify information given by the Assignor(s) to the Bank, with any party (including without
limitation with any credit bureau, organisation or corporation set up for the purposes of collecting
and providing credit or other information);(ii) consent to the relevant credit reporting agencies
(as defined under the Credit Reporting Agencies Act, 2010) (CRAs) with whom the Bank
conducts credit checks to disclose the Assignors credit report/information to the Bank in
connection with the application for the Facility(ies) and for its risk management and review. The
Bank is hereby authorised but is under no obligation to convey the Assignors consent and the
purpose of such disclosure to the relevant CRAs.
(3) The Assignor(s) warrants and represents to the Bank that (i) it had obtained consent from its
directors, relevant managers, officers, partners and shareholders to disclose their personal data to the
Bank in connection with the offer of the Facilities to the Borrower secured by this Assignment; (ii)
informed them that the Bank may collect or verify their personal data with third party sources such
as CRAs, Companies Commission or Insolvency Department and have obtained their consent for
the relevant CRAs to disclose their credit report/information to the Bank and for the Bank to
convey their consent to the CRAs in connection with the application of the Facility(ies) including
its other products and services and for its risk management and review;(iii) that the Bank may
disclose their personal data to classes of third parties described in the Banks Privacy Policy; (iv)
that the Assignor(s) had informed them to read the Banks Privacy Policy posted in the Banks
OCBC Bank Ltd, 2013

22

website.

(4) The Assignor(s), if an individual:(a) consents to the Banks disclosure of his personal data (limited to his name and contact details) to
organisations which are in an arrangement or alliance with the Bank, for the purpose of direct
marketing of these organisations products and services. The Assignor(s) may at any time
withdraw his consent for direct marketing of such products or services by written request to the
Bank; and
(b) acknowledges having read the Banks Privacy Policy posted at the Banks website which notified
him that (i) the Bank may collect his personal data directly from him or from third party sources
(ii) purpose for which his personal data is collected; (iii) his right to access his personal data and
correct it; (iv) the class of third parties to whom the Bank may disclose his personal data;(v) the
choices and means for limiting the processing of his personal data;(vi) whether the personal data
requested is obligatory or voluntary, and if obligatory, the consequences for not providing such
data; (vii) that he may update his personal data as soon as there are changes; and (viii) the Banks
contact details if he wish to make inquiries or give feedback.
SECTION 12.22
MODIFICATION AND INDULGENCE
The Bank may at any time and without in any way affecting the security hereby created:(a)
determine, vary or increase the amount of the Facilities or any credit or other facility granted
to the Borrower(s) and/or the Assignor(s) and may open and/or continue any account or
accounts current or otherwise with the Borrower(s) and/or Assignor(s) at any branch or
branches of the Bank;
(b)
vary or depart from the terms and conditions of this Assignment and the Assignor(s) hereby
expressly consent(s) to any and all such variations and/or departure (howsoever substantial) if
any of the following circumstances or events occur:(i)
changes in key directors, management or substantial shareholders of the Borrower(s),
Assignor(s) or any Security Party; or
(ii)
the Facilities or any part thereof were used for purposes other than that notified to the
Bank; or
(iii)
non-compliance or any breach of the representations, terms and conditions of the
Facilities or this Assignment without the Banks prior written consent provided
always the exercise by the Bank of its rights under this subsection (b) shall not in
anyway whatsoever prejudice the Banks rights under the Terms and Conditions or
this Assignment in respect of the same or any subsequent breach or non-compliance.
(c)
grant to the Borrower(s), the Assignor(s) or the Security Parties or any other person any time
or indulgence or waiver or consent or release;
(d)
renew any bills, notes or other negotiable securities;
(e)
deal with exchange release or modify or abstain from perfecting or enforcing any Security
Documents or rights it may now or at any time hereafter or from time to time from or against
the Borrower(s), the Assignor(s) or any other person or Security Parties or from any other
person;
(f)
release, discharge or compound with or enter into any deed of composition with the
Borrower(s), Assignor(s), any Security Party or any other person;
(g)
vary from time to time the terms and conditions of the Facilities given herein to comply with
all relevant rules, decisions and rulings of Bank Negara Malaysia and/or the Association of
Banks/Finance Companies in Malaysia whether the same be made before or after the creation
of this Assignment herein;
(h)
have recourse to all or any remedies or means for recovering the monies hereby secured
which may be available at such time and in such order and manner as the Bank may think fit.

OCBC Bank Ltd, 2013

23

SECTION 12.23
WAIVER
The Bank may delay or decide not to take any action if the Assignor(s) breaks any terms of this
Assignment or may have accepted moneys from the Assignor(s) or Security Party. The Bank shall not
by such action or omission be regarded as having condoned such breach and the Banks rights to take
action if the same or other terms are breached will not be affected. The Bank shall not be answerable
for any loss arising from exercising or not exercising such right.
SECTI0N 12.24
SEVERABILITY
If any time during the continuance of this Assignment any provision of this Assignment is or becomes
illegal, void, invalid, prohibited or unenforceable in any respect, the same shall be ineffective to the
extent of such illegality, voidness, invalidity, prohibition or unenforceability without invalidating in
any manner whatsoever the remaining provisions hereof.
SECTION 12.25
FORCE MAJEURE
In the event the Bank is unable to perform any obligations hereunder or any operations or to provide
any service(s) due to any reason beyond the Banks control, including but not limited to fire,
earthquake, flood, epidemic, natural catastrophe, accident, riots, civil disturbances, industrial dispute,
act of public enemy, embargo, war, act of God or any failure or disruption to telecommunication,
electricity, water, fuel supply or any factor in a nature of a force majeure, the Bank shall not in any
way be liable for any such failure of performance or for any inconvenience, loss, injury, damages
suffered or incurred by the Borrower(s) or the Assignor(s) arising from the same.
SECTION 12.26
APPLICABLE LAW AND JURISDICTION
This Assignment shall be governed by and construed in all respects in accordance with the laws of
Malaysia but in enforcing this Assignment, the Bank shall be at liberty to initiate and take actions or
proceedings or otherwise against the Assignor(s) in Malaysia and/or elsewhere as the Bank may deem
fit and the parties hereto hereby agree that where any actions or proceedings are initiated and taken in
Malaysia they shall submit to the non-exclusive jurisdiction of the Courts of the States of Malaysia in
all matters connected with the obligations and liabilities of the parties hereto under or arising out of
this Assignment.
SECTION 12.27
SUCCESSORS BOUND
This Assignment shall be binding upon the heirs, liquidators, receivers, representatives, permitted
assigns and successors-in-title of the Assignor(s) and on the successors-in-title and assigns of the
Bank.
SECTION 12.28
CONSENT TO ASSIGN/TRANSFER
(a)
The Assignor(s) hereby covenant(s) and agree(s) that the Bank shall be at liberty at any time
with or without notice to the Assignor(s) to assign and/or transfer all its rights, interests,
benefits and obligations of this Assignment to any person or financial institution upon such
terms as the Bank shall deem fit and a statement therein of the amount due to the Bank shall
be conclusive and binding for all purposes against the Assignor(s). All costs and expenses of
the Bank and of the transferee of and incidental to such transfer shall be payable by the
Assignor(s) (in default whereof such costs and expenses may be added to the Indebtedness)
and any statement or recital in the documents of transfer.
(b)

The Assignor(s) shall not assign the Assignor(s)' rights, interests and obligations hereunder
without the prior written consent of the Bank.

OCBC Bank Ltd, 2013

24

SECTION 12.29
NO SET-OFF OR COUNTER CLAIM BY ASSIGNOR(S)
Until all monies and liabilities due or incurred by the Borrower(s) to the Bank shall have been paid or
discharged in full, the Assignor(s) shall not by paying off any sum recoverable hereunder or by any
other means or on any other ground:(a)
claim or prove in competition with the Bank in respect of any payment by the Assignor(s)
hereunder or claim or have the benefit of any set-off, counterclaim or proof against or
dividend, composition or payment by the Borrower(s) or his estate(s) or the benefit of any
other security which the Bank may now or hereafter hold for the Indebtedness; or
(b)
claim any set-off or counterclaim against the Bank in respect of any liability from the Bank to
the Assignor(s) and/or the Borrower(s).
SECTION 12.30
VARIATION OF TERMS BY MUTUAL AGREEMENT
Any amendments to this Assignment shall be effected by mutual exchange of letters or such other
means without having to enter into any formal or supplemental agreement. Where any of the
provisions of this Assignment or the law permit the Bank to amend this Assignment without consent
from the Assignor(s) , the Bank may do so by giving notice to the Borrower.
SECTION 12.31
ENTIRE AGREEMENT
This Assignment, the Schedules hereto and any document or instrument mentioned herein or attached
hereto integrate all the terms and conditions mentioned herein and incidental hereto and supersede all
oral negotiations and prior correspondences in respect of the subject matter thereof.
SECTION 12.32
TIME
Time wherever mentioned shall be of the essence of this Assignment.
SECTION 12.33
ADDITIONAL, INTERCHANGE OR SUBSTITUTION OF FACILITIES
The Bank may at any time or from time to time in its absolute discretion and without affecting the
Banks security, at the request of the Borrower(s), and/or the Assignor(s) grant additional or further
facilities, vary, restructure, convert, interchange or substitute the Facilities or any one of them with
any other facilities including converting any term loan (whether or not already drawndown) into
overdraft or other credit facilities upon such terms and conditions as may be stipulated in the relevant
Letter of Offer. All the provisions of this Assignment and the other Security Documents, save and
except such provisions which are inconsistent with the said Letter of Offer or not applicable to the
additional, restructured, converted, interchanged or substituted facilities shall secure such facilities,
unless otherwise stipulated by the Bank.
SECTION 12.34
UPSTAMPING
In the event that pursuant to Section 12.33 the total monies advanced to or due and owing by the
Borrower(s) and/or the Assignor(s) to the Bank shall at any time exceed the principal limit for which
the Terms and Conditions is for the time being stamped, the Bank shall have the right at any time
without prior notice to or reference to the Borrower(s) and/or the Assignor(s) to upstamp the Terms
and Conditions from the date of the same having been advanced or paid by the Bank and until
payment shall form part of the monies secured by this Assignment and the Security Documents.
SECTION 12.35
EFFECTIVE DATE
The parties hereto agree that this Assignment shall come into force on the date first written above
irrespective of the diverse dates upon which the parties may have each executed this Assignment
respectively.

OCBC Bank Ltd, 2013

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SECTION 12.36
PRINCIPAL AND SECONDARY INSTRUMENTS
IT IS HEREBY AGREED AND DECLARED THAT the Terms and Conditions, the relevant Letter of
Offer(s), this Assignment, the Power of Attorney, the Guarantee (if any) and the other Security
Documents are instruments employed in one transaction to secure the principal sum or the aggregate
principal sums, as the case may be, for which ad valorem stamp duty had been paid from time to time
on the original Terms and Conditions and/or the relevant Letter of Offer(s) and/or the other Security
Documents together with all interest thereon, monies and liabilities under or in connection with or
arising from the Facilities granted by the Bank at any time and from time to time within the meaning
of Section 4(3) of the Stamp Act, 1949 and for the purpose of the said Section, the Security Document
on which ad valorem stamp duty is paid is deemed to be the primary or principal instrument and the
other Security Documents are deemed to be the auxiliary or secondary instruments.
[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

OCBC Bank Ltd, 2013

26

IN WITNESS WHEREOF the hand of the authorised signatory of the Bank and the hand/Common
Seal of the Assignor(s) are set /affixed respectively on this Assignment.
The Bank
Signed by

as the Attorney of
Oversea-Chinese Banking Corporation
Limited
in the presence of:-

]
]
]
]
]

_______________________________
Witness
Name
:
*NRIC No./Passport No :
Country of Issue
:
The Assignor(s)
[*Where the Assignor is a company execution under common seal]
*The Common Seal of

was hereunto duly affixed


in the presence of:-

]
]
]
]
]

_____________________________________
Director
Name
:
* NRIC/Passport No.:
Country of Issue :

____________________________________
Director/Secretary
Name
:
* NRIC/Passport No.:
Country of Issue :

[*Where the Assignor is a company execution under hand]


*Signed by
for and on behalf of

in the presence of:-

]
]
]
]
]

__________________________________
Witness
Name
:
* NRIC/Passport No.:
Country of Issue :

OCBC Bank Ltd, 2013

27

[*Where the Assignor is an individual]


Signed by
in the presence of:-

]
]
]
]

___________________________________
Witness
Name
:
* NRIC/Passport No.:
Country of Issue :
Signed by
in the presence of:-

]
]
]
]

___________________________________
Witness
Name
:
* NRIC/Passport No.:
Country of Issue :
Signed by
in the presence of:-

]
]
]
]

___________________________________
Witness
Name
:
* NRIC/Passport No.:
Country of Issue :
Signed by
in the presence of:-

]
]
]
]

___________________________________
Witness
Name
:
* NRIC/Passport No.:
Country of Issue :
OCBC Bank Ltd, 2013

28

[*Where the Assignor is a limited liability partnership execution under hand]


*Signed by

for and on behalf of

in the presence of:-

]
]
]
]
]

__________________________________
Witness
Name
:
*NRIC No./Passport No :
Country of Issue
:
*Signed by

for and on behalf of

in the presence of:-

]
]
]
]
]

__________________________________
Witness
Name
:
*NRIC No./Passport No :
Country of Issue
:
*Delete whichever not applicable

OCBC Bank Ltd, 2013

29

THE FIRST SCHEDULE


(To be read and construed as an essential part of the Assignment)
SECTION
MATTER
1.
This Deed of Assignment
Date :
2.
Letter of Offer
Date :
3.
The Bank
Place of Business :
4(a).

4(b).

5.

6.
7(a).

PARTICULARS

The Assignor(s)
Name(s):

*Identity Card/Passport No.:


Country of Issue :

* Company /Business Registration


Number:

** Address/Registered Office/Place
of Business:

The Borrower(s)
Name(s):

*Identity Card/Passport No.:


Country of Issue :

* Company /Business Registration


Number:

** Address/Registered Office/Place
of Business:

The Agent for Service of Process


##
Name :

*NRIC No./Company No.:

**Address :

# Sale & Purchase Agreement


Date :

The Developer/Vendor
Name(s):

*Company/Business Registration
No:
** Address/Registered Office/Place
of Business:

OCBC Bank Ltd, 2013

30

7(b).

7(c).

The Proprietor
(if applicable)
Name(s):

*Identity Card/Passport No.:


Country of Issue :

* Identity Card/Passport No.:

Country of Issue :

Company /Business Registration


Number:

**Address/Registered Office/Place
of Business:

The Original Purchaser(s)


(if applicable)
Name(s):

*Identity Card/Passport No./


Country of Issue :

* Company /Business Registration


Number:

**Address/Registered Office/Place
of Business:

8(a).

The Said Property

8(b).

The Said Land


(Master title details)

9.

PARTICULARS OF ALL SALES, SUB-SALES, ASSIGNMENTS AND


REASSIGNMENTS
(In the case where the Assignor(s) is not first purchaser of the Said Property).

*
**
#
##

Delete whichever not applicable.


For individuals, insert residential address. For companies/business, insert both the registered
and business address if both different.
Where the Assignor(s) is not the first purchaser, insert date of the Principal Sale and
Purchase Agreement between the Original Purchaser and the Developer. Include the date of
the separate agreement for the car park if the car park is sold under a separate agreement.
Applicable only if the Assignor(s) resides outside Singapore or is a foreign company.

OCBC Bank Ltd, 2013

31

APPENDIX A
NOTICE OF ASSIGNMENT
(For direct purchase from Developer of HDA property)
[Solicitor's letterhead]
My Ref:
Your Ref
[date]
[name of developer]
[address]
Dear Sirs,
NOTICE OF ASSIGNMENT
PROPERTY:
MASTER TITLE PARTICULARS:
PRINCIPAL SALE & PURCHASE AGREEMENT: [date]
PURCHASER(S):
ASSIGNEE: OVERSEA-CHINESE BANKING CORPORATION LIMITED
1.
We act for Oversea-Chinese Banking Corporation Limited (OCBC Bank) which is part
financing the purchase of the Property by the Purchaser(s).
2.
On the instruction of the Purchaser(s), we hereby give you notice of the following assignment
pursuant to section 22D of the Housing Development (Control and Licensing) Act 1966 that the
Purchaser(s) have assigned the Property and all rights, title and interest under the Principal Sale &
Purchase Agreement to OCBC Bank.
3.
(a)

We enclose the following for your record:


*A copy of signed * and stamped Deed of Assignment between OCBC Bank and
Purchaser(s) dated (Banks DA);
* We hereby undertake to deliver a copy of the signed and stamped Bank's DA within
fourteen (14) days after the same has been stamped.

(b)

Full payment of all sums and outgoings due to developer.


[Note: (a) if full payment has already been made, provide the receipt/written confirmation
from developer of the payment ; or (b) if payment not made & is forwarding cheque for the
payment, provide details of the cheque and amount]

4.
Upon issuance of the separate title for the above Property, please deliver to OCBC Bank, the
Assignee at address, the original title and the duly executed valid and registrable memorandum of
transfer in favour of the Purchaser(s).
5.
Please acknowledge receipt of the above by signing and indicating the date of receipt on the
duplicate of this letter.
Yours faithfully,
__________________
cc: Oversea-Chinese Banking Corporation Limited

OCBC Bank Ltd, 2013

32

Developers Acknowledgement
We acknowledge receipt of this Notice of Assignment and we confirm that all sums and outgoings due
to us under the Principal SPA up to the date of this Acknowledgement have been settled.

______________________
Name of Developer:
Name of Signatory signing on behalf of Developer:
Date:
*Delete whichever not applicable.

OCBC Bank Ltd, 2013

33

APPENDIX A
NOTICE OF ASSIGNMENT
(For subsales of HDA property)
[Solicitor's letterhead]
Ref:
[date]
[name of developer]
[address]
Dear Sirs,
NOTICE OF ASSIGNMENT
PROPERTY:
MASTER TITLE PARTICULARS:
PRINCIPAL SALE & PURCHASE AGREEMENT: [date]
VENDOR(S):
PURCHASER(S):
ASSIGNEE: OVERSEA-CHINESE BANKING CORPORATION LIMITED
1.
We, act for Oversea-Chinese Banking Corporation Limited (OCBC Bank) which is part
financing the purchase of the Property by the Purchaser(s).
2.
On the instruction of the Vendor(s) and the Purchaser(s), we hereby give you notice of the
following assignments pursuant to section 22D of the Housing Development (Control and Licensing)
Act 1966:
(a) *the Vendors financier have reassigned their rights under the Principal Sale & Purchase
Agreement to the Property to the Vendor(s); and
(b) the Vendor(s) have assigned their rights under the Principal Sale & Purchase Agreement to the
Property to the Purchaser(s); and
(c) the Purchaser(s) have assigned the Property and all rights, title and interest under the Principal
Sale & Purchase Agreement to OCBC Bank.
3.

We enclose the following for your record:

(a)

A copy of signed and stamped Sale and Purchase Agreement between the Vendor(s) and the
Purchaser(s) dated ;

(b)

*A copy of signed and stamped Deed of Assignment between Vendor(s) and Purchaser(s)
dated (DA1);
*We hereby irrevocably undertake to deliver the stamped DA1 within fourteen (14) days
after the same has been stamped.

(c)

*A copy of signed * and stamped Deed of Assignment between OCBC Bank and
Purchaser(s) dated (Banks DA);
*We hereby irrevocably undertake to deliver a copy of the signed and stamped Bank's DA
within fourteen (14) days after the same has been stamped.

OCBC Bank Ltd, 2013

34

(d)
(e)

* A copy of signed and stamped Deed of Receipt and Reassignment between the Vendor(s)
and his financier dated ;
Full payment of all sums due to developer:
[Note: (a) if full payment has already been made, provide the receipt/written confirmation
from developer of the payment and (b) if payment not made & is forwarding cheque for the
payment, provide details of the cheque and amount]

4.
Upon issuance of the separate title for the above Property, please deliver to OCBC Bank, the
Assignee, at address, the original title and the duly executed valid and registrable memorandum of
transfer in favour of the Purchaser(s)
5.
Please acknowledge receipt of the above by signing and indicating the date of receipt on the
duplicate of this letter.
Yours faithfully,
__________________
cc: Oversea-Chinese Banking Corporation Limited

Developers Acknowledgement
We acknowledge receipt of this Notice of Assignment and we confirm that all sums and outgoings due
to us under the Principal SPA up to the date of this Acknowledgement have been settled.

______________________
Name of Developer:
Name of Signatory signing on behalf of Developer:
Date:
*Delete whichever not applicable.

OCBC Bank Ltd, 2013

35

APPENDIX B
(for non HDA property)
LETTER OF CONSENT AND UNDERTAKING BY DEVELOPER
To:

OVERSEA-CHINESE BANKING CORPORATION LIMITED

We hereby acknowledge receipt of and consent to the foregoing Deed of Assignment and the same
have been duly noted in our records. We undertake to forward to the Assignor(s), the Bank or the
Banks nominees and/or its solicitors, as the case may be, the separate issue document of title to the
said Property upon its issue by the relevant authority free from encumbrances together with a valid
and registrable Memorandum of Transfer of the said Property favouring the Assignor(s), the Bank or
the Banks nominees, as the case may be, and the documents necessary to register the transfer thereof.
Dated this _______

day of _____________________________ 20_____

SIGNED BY the Authorised Signatory


Of ..
..
in the presence of:

__________________________________
Witness
Name
:
NRIC No.: ..

]
]
]
]

__________________________________
Authorised Signatory(ies)
Name
: .
NRIC No.:
Designation :
Registered Address of Developer :
..
..
..
..
..
..

*Delete whichever not applicable

OCBC Bank Ltd, 2013

36

APPENDIX B
(for non HDA property)
LETTER OF CONSENT AND UNDERTAKING BY PROPRIETOR
(where applicable)
To:

OVERSEA-CHINESE BANKING CORPORATION LIMITED

We hereby acknowledge receipt of and consent to the foregoing Deed of Assignment and the same
have been duly noted in our records. We undertake to forward to the Assignor(s), the Bank or the
Banks nominees and/or its solicitors, as the case may be, the separate issue document of title to the
said Property upon its issue by the relevant authority free from encumbrances together with a valid
and registrable Memorandum of Transfer of the said Property favouring the Assignor(s), the Bank or
the Banks nominees, as the case may be, and the documents necessary to register the transfer thereof.

Dated this _______

day of _____________________________ 20_____

SIGNED BY the Authorised Signatory


Of ..
..
in the presence of:

__________________________________
Witness
Name
:
NRIC No.: ..

]
]
]
]

__________________________________
Authorised Signatory(ies)
Name
: .
NRIC No.:
Designation :
Registered Address of Proprietor :
..
..
..
..
..
..

*Delete whichever not applicable.

OCBC Bank Ltd, 2013

37

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