LETTER OF SET-OFF (THIRD PARTY)

AND GUARANTEE

To: Oversea-Chinese Banking Corporation Limited

In consideration of OVERSEA-CHINESE BANKING CORPORATION LIMITED (hereinafter called “the Bank” which expression shall include the Bank’s successors and assigns) agreeing at my/our request from time to time or at any time to grant and/or continue to grant time, make advances or otherwise give credit or afford banking facilities or other financial accommodation through any branches of the Bank anywhere in the world including, without limitation, the negotiation, discounting, acceptance, endorsement or collection by the Bank of bills of exchange or the issue or establishment by the Bank of bonds, guarantees, standby letters of credit, letters of credit and other documentary credits to ______of______

(hereinafter called “the Customer” which expression, where the context so requires, shall include the singular and/or any one or more of the Customer whether jointly and severally and shall include the Customer’s successors in title) (all the Customer’s liabilities thereunder which are now or shall at any time be or become due, owing, payable or incurred to the Bank by the Customer on any account on any account whatsoever being hereafter called the “Obligations” which expression shall include interest, bank commission, charges and all sums payable in connection with or arising out of the said credit or banking facilities or other financial accommodation together with all legal and other costs, charges and expenses which the Bank may incur in enforcing or seeking to enforce any security for or obtaining or seeking to obtain payment of all or any part of the said liabilities) and/or reorganise, release and/or restructure the securities, pledges and/or other collateral now held by the Bank as security for the Obligations, I/we______of______(hereinafter called “the Depositor”) which expression shall include the Depositor’s personal representatives and successors in title) HEREBY UNCONDITIONALLY AND IRREVOCABLY JOINTLY AND SEVERALLY AGREE WITH THE BANK as follows:-

  1. (a)The Depositor hereby guarantees the due paymentof the obligations on demand as principal debtor and not merely as surety of the Obligations.

(b)All guarantees, indemnities or other securities now or at any time hereafter held by the Bank for or in respect of all or any of the Obligations shall be treated as securities for the ultimate balance for the time being due or owing to the Bank by the Customer as aforesaid. Unless and until the Bank shall have been paid in full all Obligations due or owing to the Bank by the Customer as aforesaid, the Depositor shall not claim or participate in the benefit of any such securities or any part thereof or any interest thereon and the Bank shall be entitled to realise and apply such securities as the Bank in its discretion sees fit for its own use and benefit.

(c)Any indebtedness of the Customer whether as principal or as surety and whether solely or jointly with any other person or persons (in partnership or otherwise) now or hereafter owed to the Depositor shall be subordinated to the indebtedness or liabilities of the Customer to the Bank as aforesaid and such indebtedness of the Customer to the Depositor if the Bank so requires shall be collected, enforced and received by the Depositor as trustee for the Bank and shall be paid over to the Bank on account of the indebtedness or liabilities of the Customer to the Bank but without reducing or affecting in any manner the Depositor’s liability under this Letter of Set-Off and Guarantee until all moneys and liabilities hereby guaranteed have been fully paid to the Bank. Any security now or hereafter held by or for the Depositor from the Customer in respect of the Depositor’s liability hereunder shall be held in trust for the Bank and as security for the Depositor’s liability hereunder.

(d)Should the Customer become bankrupt or being a corporation be wound up the Bank may (notwithstanding payment to the Bank by the Depositor or any other person of any moneys hereby guaranteed) rank as creditor and prove in the bankruptcy or winding up of the Customer for the whole amount then outstanding against the Customer and the Bank may and shall be entitled to receive and retain the whole of the dividends in respect of such amount to the exclusion of all the Depositor’s rights as guarantor and no money or dividend so received by the Bank shall be treated as received in respect of this Letter of Set-Off and Guarantee or otherwise in relation to the Depositor but the full amount hereby guaranteed shall be payable by the Depositor until the Bank shall have received from all sources one hundred cents in the dollar on the ultimate balance outstanding against the Customer.

(e)Any amounts which the Customer now or hereafter owes to the Depositor are hereby subordinated to the amounts owed hereunder to the Bank. Until all moneys due or owing by the Customer to the Bank hereunder shall have been fully paid and all the Customer’s liabilities to the Bank shall have been satisfied and discharged the Depositor shall not:-

(i)in respect of any moneys which may have been paid hereunder by the Depositor, seek to enforce repayment or to exercise any other rights or legal remedies of whatsoever kind which may accrue howsoever to the Depositor in respect of the amount so paid;

(ii)prove in competition with the Bank for any moneys owing by the Customer to the Depositor on any account whatsoever and/or in respect of any moneys due or owing from the Customer to the Bank but will give to the Bank the benefit of any proof which the Depositor may be able to make in the liquidation or bankruptcy of the Customer or in any arrangement or composition with creditors; or

(iii)take any steps to enforce any rights against the Customer or receive or claim or have the benefit of any payment or distribution from or on account of the Customer or exercise any right of set-off or counterclaim against the Customer provided always that on making a claim against the Depositor pursuant hereto the Bank may at its sole discretion instruct the Depositor to take any steps referred to in this sub-paragraph and any moneys or other benefit thereby obtained by the Depositor will thereafter be held by the Depositor in trust for the Bank.

(f)If any moneys shall become payable by the Depositor hereunder, the Depositor shall not so long as the same remains unpaid exercise in respect of any amount previously paid by it hereunder any right or subrogation or any other right or remedy which the Depositor may have in respect thereof.

(g)The Depositor’s payment obligation hereunder shall be in the currency in which the aforesaid credit facilities or other accommodation are accorded or granted by the Bank to the Customer (Stipulated Currency) and shall not be discharged by an amount paid in a currency other than the Stipulated Currency, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to the Stipulated Currency under normal banking procedures does not yield the full amount of such obligation in the Stipulated Currency. If the amount due or owing under the judgment or otherwise upon conversion does not yield such amount in the Stipulated Currency, the Bank shall have recourse against the Depositor for the Stipulated Currency deficiency provided that the Bank may elect to accept payment in any other currency without actual conversion into the Stipulated Currency.

(h)All sums payable by the Depositor under this Letter of Set-Off and Guarantee shall be paid (i) free of any restriction or condition, (ii) free and clear of and (except to the extent required by law) without any deduction or withholding on account of tax and (iii) without deduction or withholding (except to the extent required by law) on account of any other amount whether by way of set-off counterclaim or otherwise.

(i)If (i) the Depositor is required by law to make any deduction or withholding on account of any such tax or other amount from any sum paid or payable by the Depositor to the Bank under this Letter of Set-Off and Guarantee or (ii) the Bank (or any person on the Bank’s behalf) is required by law to make any deduction or withholding from or (except on account of tax on the Bank’s overall net income) any payment on or calculated by reference to the amount of, any sum received or receivable by the Bank under this Letter of Set-Off and Guarantee:-

(i)the Depositor shall notify the Bank of any such requirement or any change in any such requirement as soon as the Depositor becomes aware of it;

(ii)the Depositor shall pay any such tax or other amount before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on the Depositor) for the Depositor’s account or (if that liability is imposed on the Bank) on the Bank’s behalf and in the Bank’s name;

(iii)the sum payable by the Depositor shall (except to the extent that the amount of any such payment is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Bank receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and

(iv)within fourteen (14) days after paying any sum from which it is required by law to make any deduction or withholding, and within fourteen (14) days after the due date of payment of any tax or the amount which it is required by sub-paragraph (ii) to pay, the Depositor shall deliver to the Bank evidence satisfactory to the Bank of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

(j)For the consideration aforesaid and as a separate and independent stipulation in addition to and not in derogation of the guarantee herein given the Depositor hereby irrevocably and unconditionally undertakes to indemnify the Bank and keep the Bank indemnified fully and completely against all claims and demands, actions and proceedings, losses, damages, costs and expenses including legal costs on an indemnity basis and all other liabilities of whatsoever nature or description which may be made, taken, incurred or suffered by the Bank in connection with or in any manner arising out of the credit facilities or other accommodation granted by the Bank from time to timeto the Customer whether solely or jointly with any other person or persons (in partnership or otherwise).

  1. That in addition to any general lien or similar right to which the Bank may be entitled by law, the Bank may at any time at its discretion and without notice to the Depositor combine and consolidate all or any moneys (hereinafter called “the Deposits”) in any currency now or at any time hereafter standing to the credit of all deposit account(s) or of such other account(s) of the Depositor including structured deposits and structured products, held in the name of the Depositor, with any of the branches of the Bank anywhere in the world, which shall include any renewals thereof whether by way of extension, replacement or substitution together with interest accrued or to be accrued thereon and all additions thereto, and/or set-off or transfer any such moneys against or in or towards satisfaction of all or any of the Obligations whatsoever and/or all or any of the Depositor’s liabilities hereunder.
  1. The Depositor shall not withdraw the Deposits and hereby expressly waives all rights to demand remittance of the Deposits and authorises the Bank to block the Deposits until all the Obligations, actual or contingent, are fully satisfied and discharged.
  1. The Depositor hereby irrevocably authorises the Bank at its sole discretion to renew the Deposits on the Depositor’s behalf from time to time and at such tenor as the Bank may deem fit and without reference to the Depositor until such time as all the Obligations, actual or contingent, are fully satisfied and discharged.
  1. The Depositor hereby authorises the Bank to place the Deposits with any of its branches and the Depositor confirms that no change in the venue of the Deposits shall in any way reduce the Bank’s rights or the Obligations with respect to the Deposits hereunder.
  1. The Depositor shall not assign or create any mortgage, pledge, lien, charge or otherwise encumber the Deposits so long as any of the Obligations, whether contingent or actual, remain outstanding.
  1. As between the Depositor and the Bank, the Depositor shall be deemed to be the principal debtor for all the liabilities secured hereby and accordingly shall not be discharged nor shall the Depositor’s liability be affected by any act or omission or means whatsoever whereby the Depositor’s liability would have been discharged if the Depositor had been the principal debtor and without prejudice to the generality of the foregoing, the Depositor declares that this Letter of Set-Off and Guarantee shall not be prejudiced, diminished or affected in any way nor shall the Depositor be released or exonerated by any of the matters following:-

(a)any increase, decrease, extension, renewal or restructure of all or any of the loans and advances or credit or banking facilities or any of the other accommodation granted or given to the Customer from time to time whether solely or jointly with any other person or persons (in partnership or otherwise) or any variation of any terms and conditions thereof with or without notice to the Depositor;

(b)any variation, modification of, exchange, renewal, release or realising upon or dealing with any guarantee, indemnity or security or the refusal or neglect by the Bank to complete, enforce or assign any judgement, speciality or other security or instrument negotiable or otherwise and whether satisfied by payment or not, all of which the Bank is at liberty to do whether with or without the Depositor’s consent or notice to the Depositor;

(c)any time, forbearance, concession or other indulgence given or extended to the Customer and/or to any party to any guarantee, indemnity, security or other instrument in respect of any moneys hereby guaranteed all of which the Bank is at liberty to give whether with or without the Depositor’s consent or notice to the Depositor;

(d)any compromise, composition or arrangement made with the Customer and/or any other person or persons all of which the Bank is at liberty to give whether with or without the Depositor’s consent or notice to the Depositor;

(e)any legal limitation on or insufficiency in the borrowing powers or disability or incapacity of or other fact or circumstance relating to the Customer or any other person;

(f)any irregularity, unenforceability or invalidity of any obligation of the Customer or any other persons under, or any defect or informality of, any collateral, security or document to the intent that the Depositor’s obligations under this Letter of Set-Off and Guarantee shall remain in full force and effect and this Letter of Set-Off and Guarantee shall be construed accordingly as if there were no such irregularity, unenforceability, illegality, invalidity, defect or informality;

(g)the failure of the Bank to take any security agreed to be taken by the Bank; or

(h)any other act, thing or omission which, but for this provision, might operate to impair or discharge the liability of the Depositor hereunder.

7A.No assurance, security or payment which may be avoided under any law relating to bankruptcy or insolvency or under Companies Act (Cap. 50) (as may from time to time be amended or supplemented), and no release, settlement or discharge given or made by the Bank on the faith of any such assurance, security or payment, shall prejudice or affect the right of the Bank to enforce the security created by this Letter of Set-Off and Guarantee in respect of the full extent of the moneys hereby secured.

  1. The Depositor hereby declares and agrees that:-

(a)the security hereby created shall be a continuing security and shall continue to be valid and binding for all purposes notwithstanding any intermediate payment or settlement of any account ofthe Depositor or the Customer or fluctuation in the amount for the time being owing to the Bank bythe Depositor or the Customer and notwithstanding the closing of any account of the Depositor or the Customer with the Bank which is subsequently reopened or the subsequent opening of any account by the Depositor or the Customer either alone or jointly and/or severally with others and shall extend to cover all or any sum(s) of money which shall for the time being constitute the balance due from the Customer to the Bank on any account or otherwise;

(b)this Letter of Set-Off and Guarantee is in addition to and without prejudice to any collateral or other securities which the Bank may now or hereafter hold from or on account of the Customer nor shall such collateral or other securities or any lien to which the Bank may be otherwise entitled (including any security, charge or lien prior to the date of this Letter of Set-Off and Guarantee) or the liability of any person not party hereto for all or any part of the Obligations be in any way prejudiced or affected by this Letter of Set-Off and Guarantee. All moneys received by the Bank from the Depositor or the Customer or any person liable to pay the same may be applied by the Bank to any account or item of account or any transaction to which the same may be applicable;