THIS DEED OF ASSIGNMENT is made the day of Two thousand and (20 ) Between:-
(1)
(hereinafter called "the Mortgagor") of the first part;
(2)
(hereinafter called "the Borrower") of the second part; and
(3)OVERSEACHINESE BANKING CORPORATION LIMITED, a company incorporated in the Republic of Singapore and having its registered office at 65 Chulia Street #0900 OCBC Centre Singapore 049513 (hereinafter called "the Bank") of the third part.
WHEREAS:-
(1)By an agreement (hereinafter referred to as "the said Agreement") dated the day of and made between
(hereinafter called "the Vendor") of the one part and the Mortgagor of the other part the Vendor agreed to sell/grant a lease of and the Mortgagor agreed to purchase/accept a lease of the property more particularly described in the Schedule hereto (hereinafter called "the Mortgaged Property") upon the terms and conditions therein contained.
(2)Pursuant to the terms of the said Agreement, the Vendor has applied or will be applying to the Registrar of Titles and/or other competent authority for a separate Certificate of Title/Subsidiary Strata Certificate of Title or will be issuing a lease, as the case may be, relating to the Mortgaged Property in accordance with the provisions of the Land Titles Act(Cap. 157)/Land Titles (Strata) Act (Cap. 158)and the Vendor will on completion of the sale deliver to the Mortgagor the Certificate of Title/Subsidiary Strata Certificate of Title/Lease relating to the Mortgaged Property and where applicable, a duly executed transfer thereof in favour of the Mortgagor.
(3)At the request of the Mortgagor and/or the Borrower the Bank has made or granted or agreed to make or grant advances or other credit or banking facilities or accommodation to the Mortgagor and/or the Borrower by permitting the Mortgagor and/or the Borrower to overdraw on the account or accounts current or to draw down or utilise any facilities on any other account or accounts whatsoever whether current or revolving or continuing or whether in instalments or otherwise which the Mortgagor and/or the Borrower now has or may at any time hereafter have with the Bank either solely or jointly or jointly with any other person or persons in partnership or otherwise (hereinafter called "the said Accounts" which expression shall wherever the context admits include any one or more of the accounts hereinbefore mentioned) AND also has agreed that the Bank now or hereafter may from time to time and in the sole discretion of the Bank grant further advances or loans by permitting the Mortgagor and/or the Borrower to further draw down or utilise any facilities or overdraw on the said Accounts or grant or continue to grant other loans credit or banking facilities whether in instalments or on current, revolving or continuing account or accounts or other accommodation to or at the request of the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise to such an extent and on such terms as may from time to time be fixed by the Bank at its absolute discretion for so long as the Bank at its absolute discretion may think fit.
(4)It has been agreed between the Mortgagor, the Borrower and the Bank that all monies which are now owing or which shall hereafter be owing or remain unpaid to the Bank on the general balance of the said Accounts or otherwise in any manner whatsoever from the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise together with interest shall be secured to the Bank in the manner and on the terms and conditions hereinafter appearing.
NOW THIS DEED WITNESSETH as follows:
1.In consideration of the Bank having at the request of the Mortgagor and/or the Borrower agreed to grant or continue to grant advances loans credit or other banking facilities or accommodation to the Mortgagor and/or the Borrower by permitting the Mortgagor and/or the Borrower to overdraw on the said Accounts or to draw down or utilise any facilities on the said Accounts or otherwise in any manner whatsoever AND ALSO having agreed that the Bank now or hereafter may from time to time and in the sole discretion of the Bank grant further advances or loans by permitting the Mortgagor and/or the Borrower to further draw down or utilise any facilities or overdraw on the said Accounts or grant or continue to grant other loans credit or banking facilities whether in instalments or on current, revolving or continuing account or accounts or other accommodation to or at the request of the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise to such an extent and on such terms as may from time to time be fixed by the Bank at its absolute discretion for so long as the Bank at its absolute discretion may think fit, the Mortgagor and the Borrower hereby jointly and severally covenant to perform and observe the covenants and conditions hereinafter appearing.
2.For the consideration aforesaid the Mortgagor assigns unto the Bank by way of mortgage:-
2.1all rights title interest and benefits which the Mortgagor has in under or arising out of the said Agreement;
2.2all the estate rights title and interest of the Mortgagor in the Mortgaged Property vested in the Mortgagor or hereafter to be vested in the Mortgagor under the Certificate of Title/Subsidiary Strata Certificate of Title/Lease to be issued in respect thereof; and
2.3where the Mortgaged Property is an Executive Condominium, all rights title interest and benefit which the Mortgagor has under the Executive Condominium Housing Scheme Act(Cap. 99A) including but not limited to any compensation and refund payable to the Mortgagor.
3.Provided Always if upon such demand as aforesaid or without demand all monies hereinbefore covenanted to be paid or hereby secured or with which the Mortgaged Property stand charged shall be paid to the Bank then the Bank will at the request and cost of the Mortgagor and/or the Borrower reassign to the Mortgagor (or as the Mortgagor shall direct) the said Agreement and all the estate rights title and interest of the Mortgagor hereby assigned or will otherwise discharge the security hereby created.
4.Contemporaneously with the execution of these presents the Mortgagor and/or the Borrower shall execute and deliver to the Bank a mortgage in a form and containing terms and provisions prescribed by the Bank with the intent that the said mortgage shall take effect and operate as a legal mortgage upon the delivery by the Vendor to the Mortgagor of the Certificate of Title/Subsidiary Strata Certificate of Title/Lease to the Mortgaged Property and where applicable, a duly executed transfer thereof. PROVIDED ALWAYS that if the said mortgage shall for any reason whatsoever be incapable of or be rendered inappropriate for or incapable of being registered or otherwise perfected to so take effect as a legal mortgage the Mortgagor and/or the Borrower shall at the Bank's request forthwith execute and deliver to the Bank a fresh mortgage (hereinafter together with the said mortgage called "the Mortgage") in such form and manner as required by the Bank.
5.Notwithstanding that the Mortgage is inoperative as a legal mortgage of the Mortgaged Property, all covenants undertakings stipulations terms and conditions as contained in the Mortgage shall be deemed to have full force and effect as if they were contained in this Deed and the Mortgagor and the Borrower hereby jointly and severally covenant to perform and observe the same.
6.6.1This Deed expressly authorises the Bank to make further advances or give credit in instalments or on a current, revolving or continuing account or otherwise or any other credit or banking facilities or accommodation whatsoever from time to time to the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise and all monies and liabilities owing to the Bank from time to time in connection therewith shall be secured by this Deed in addition to the monies and liabilities already outstanding or incurred as at the date hereof.
6.2Without prejudice to the generality of the foregoing, the Bank may, at all times, without notification to, or the consent of, the Mortgagor and without in any way affecting the security hereby created increase, decrease, extend, renew or restructure all or any of the loans and advances or credit or banking facilities or any other accommodation granted or given to the Borrower from time to time whether solely or jointly with any other person or persons (in partnership or otherwise) or vary any terms and conditions thereof with or without notice to the Mortgagor.
7.The Mortgagor and the Borrower hereby jointly and severally covenant with the Bank as follows:
7.1to pay to the Bank on demand in writing made to the Mortgagor and/or the Borrower all such sums of money which are now or shall from time to time or at any time hereafter be owing or remain unpaid to the Bank by the Mortgagor and/or the Borrower either as principal or as surety and either solely or jointly or jointly with any other person or persons in partnership or otherwise whether on the said Accounts or otherwise in any manner whatsoever or for all other liabilities whether certain or contingent primary or collateral including (but without prejudice to the generality of the foregoing) the balance which at the date of such demand shall be owing or remain unpaid to the Bank by the Mortgagor and/or the Borrower on the said Accounts or otherwise in any manner whatsoever whether in respect of moneys advanced or paid to or for the use or accommodation of the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise or in respect of cheques bills of exchange promissory notes or other negotiable instruments signed drawn accepted or indorsed by or on behalf of the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise or discounted paid or held by the Bank either at the request of the Mortgagor and/or the Borrower or in the course of business or otherwise or in respect of letters of credit bills notes drafts trust receipts guarantees indemnities or other documents or instruments signed by the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or persons in partnership or otherwise and held by the Bank or in respect of any other banking facilities whatsoever pursuant to the terms and conditions of any offer facility or commitment letter(s) or agreement(s) in relation thereto as revised varied amended supplemented or superceded from time to time (hereinafter collectively referred to as "the Letter of Offer");
7.2to pay to the Bank interest on daily balances on or in respect of the principal moneys hereinbefore covenanted to be paid or any part thereof as shall from time to time be owing or remain unpaid until full payment at the rate or rates and in the manner provided under the terms of any banking facilities extended by the Bank to the Mortgagor and/or the Borrower from time to time or at such other rate or rates and with such periodic rests as may from time to time be fixed by the Bank;
7.3to pay to the Bank interest on any balance owing or remaining unpaid if and when the said Accounts shall be closed or shall cease to be current at the rate or rates and in the manner aforesaid or at such other rate or rates and with such periodic rests as may from time to time be fixed by the Bank from the date of such demand being made or from the date such account intended to be hereby secured shall be closed or shall cease to be current (as the case may be) whichever is the earlier until full payment is received by the Bank both after as well as before judgment (if any) shall have been obtained in respect thereof;
7.4to pay each and every sum or sums of money as and when the same is or are due and payable under the said Agreement and perform and observe all the terms conditions stipulations agreements and provisions mentioned or contained in the said Agreement and the Mortgagor and/or the Borrower shall at all times hereafter keep harmless and keep the Bank indemnified against all actions proceedings claims demands penalties costs and expenses which may be brought or made against or incurred by the Bank by reason or on account of the nonobservance of all or any of the terms conditions stipulations agreements and provisions on the part of the Mortgagor and/or the Borrower contained in the said Agreement or otherwise howsoever;
7.5that when the Mortgagor shall be in a position to call for the delivery of the Certificate of Title/Subsidiary Strata Certificate of Title/Lease or other document of title to the Mortgaged Property and where applicable, a transfer thereof duly executed by the Vendor and all other parties the Mortgagor will at once notify the fact to the Bank in writing;
7.6that as soon as the Certificate of Title/Subsidiary Strata Certificate of Title/Lease or other document of title to the Mortgaged Property shall have been issued the Mortgagor shall forthwith authorise and cause the same to be delivered to the Bank and shall perfect and complete the Mortgage in favour of the Bank;
7.7that, if the Mortgagor shall neglect refuse or fail to take delivery of and accept the Certificate of Title/Subsidiary Strata Certificate of Title/Lease and where applicable, the transfer of the Mortgaged Property pursuant to the terms of the said Agreement, it shall be lawful for the Bank in the name of the Mortgagor to demand and receive the same from the Vendor;
7.8not to assign mortgage or otherwise dispose of any estate rights title and interest in the said Agreement, the Mortgaged Property and where applicable, under the Executive Condominium Housing Scheme Act (Cap. 99A)or agree or purport to do the same or raise money on the security thereof or deal with the same without the prior written consent of the Bank;
7.9that the Mortgagor shall keep the Bank informed of all matters relating to the development of the building on or comprised in the Mortgaged Property and the Mortgaged Property.
8.8.1It shall be lawful for the Bank in the name of the Mortgagor to exercise the rights and remedies vested in the Mortgagor under the provisions of the said Agreement and to require the Vendor to execute and deliver the said transfer or other assurance of the Mortgaged Property in favour of the Mortgagor or of the Bank or in favour of such other party as the Bank may deem fit to nominate and for such purposes the Mortgagor hereby appoints the Bank and the persons deriving title under the Bank and the Bank's substitute or any person nominated by the Bank under the hand of any Executive Vice President or Senior Vice President or Vice President or Assistant Vice President or Secretary or Accountant or any other officer for the time being of the Bank to be the Mortgagor's attorney for and in the names or name and on behalf of the Mortgagor to do and execute all or any of the following acts deeds matters and things that is to say:
8.1.1to defend all legal proceedings brought by the Vendor in connection with the said Agreement or in respect of the Mortgaged Property;
8.1.2to withdraw any caveat lodged against the Mortgaged Property by the Mortgagor or by a solicitor on behalf of the Mortgagor and for such purpose to sign and lodge the necessary withdrawal of caveat;
8.1.3to accept from the Vendor and other party or parties (if any) a transfer or other assurance of the Mortgaged Property in favour of the Mortgagor or of the Bank or of such other party or parties as the Bank may deem fit to nominate and to make all payments, enter on behalf of the Mortgagor into all covenants and do all other things on behalf of the Mortgagor which may be necessary for completing the sale and purchase of the Mortgaged Property and the said transfer or other assurance of the Mortgaged Property including all such applications and notifications at the Singapore Land Authority as may be necessary or desirable under any then existing statute providing for the registration of title to land;
8.1.4to execute such further assurance or assurances or other deeds and instruments as may be necessary to effectually transfer to and vest the Mortgaged Property in the Mortgagor or the Bank or such other party or parties as the Bank shall deem necessary or expedient;
8.1.5to abandon any legal proceedings and to compromise settle or refer to arbitration all disputes or doubts which may arise in connection with the said Agreement and/or the Mortgaged Property;
8.1.6to bind the Mortgagor by way of covenant or declaration which may be necessary in order to carry out the objects thereof;
8.1.7to enter into possession of the Mortgaged Property and for this purpose to take, accept or collect the keys from the Vendor of the Mortgaged Property;
8.1.8to surrender the said Agreement to the Vendor for cancellation in exchange for the issuance of a fresh agreement in favour of such person(s) or company or corporation as the Bank may in its absolute discretion nominate;
8.1.9to sell and absolutely dispose of all the rights title estate and interest of the Mortgagor of and in the Mortgaged Property and of and in the said Agreement and the right of the Mortgagor to a transfer or other assurance of the Mortgaged Property in such manner and at such time or times whether by public auction or private treaty and at such price as the Bank shall see fit and proper and for such purpose to enter into and execute the contract or contracts for sale thereof and to complete the same on behalf of the Mortgagor and generally to do every other thing whatsoever which may be necessary or proper for carrying out the said sale;