1. We (which term shall include our successors, permitted assigns and personal representatives) hereby undertake to provide the Bank with funds to meet on demand alI drafts and/or documents negotiated/paid/accepted/deferred payment undertaken by the Bank at our request which may be dishonoured on presentation for acceptance or which may not be paid on sight or on the due date according to its tenor. The Bank’s rights against us shall not be prejudiced owing to any such drafts and/or documents not having been noted and/or protested in the event of dishonour by non-acceptance and/or non-payment and to reimburse the Bank for all financing or payments made against documents of title or other documents which may not have been duly taken up on presentation to the confirming or issuing bank.
2. It is understood and agreed that for the purpose of presenting and/or collecting any document, the Bank may forward the same to any agent of the Bank’s own selection, who may collect the document through one or more sub-agents selected by it or by any sub-agent; and the Bank’s liability is limited to due diligence in selecting those to whom the documents are forwarded by the Bank. The Bank may, however, without liability on its part, forward any documents for presentation and/or collection directly to the issuing or confirming bank; and the Bank, or any collecting agent or sub-agent, may accept drafts in payment of any documents. The Bank shall not be responsible for loss of any kind due to the acts of negligence of any such agents or sub-agents or for loss in or through the mails or for any failure to present, demand or collect; or protest or give notice of protest or dishonour of any document.
3. The Bank is under no duty or responsibility to check the drafts/documents enclosed herein unless the Bank agree to negotiate the said drafts/documents and, if the Bank do, we shall not hold the Bank responsible nor is the Bank’s right of recourse prejudiced in any way in the event that the documents are found by a court of law or tribunal to contain discrepancies or in the event that any discrepancies are not identified by the Bank, its servants, employees or agent, whether or not as a result of a wilful or negligent act or omission.
4. We shall pay all interest and charges applicable to any processing which the Bank may undertake pursuant to our request at such rates and for such periods as the Bank may from time to time determine.
5. We also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our account with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this Agreement and the transactions contemplated thereunder.
6. The Bank is authorised at its discretion to insure the Goods financed by the Bank hereunder naming itself as the loss payee with an insurer of its choice. Furthermore, it is understood and agreed that neither the Bank nor any of its correspondents assume any responsibility for failure to procure any insurance or for the sufficiency or adequacy of any insurance obtained or for any delay in, or prohibition of, the conversion of the proceeds of any claims recovered under such insurance, or for the failure to recover any loss because of lack of exchange. Should any claim arise under any insurance the Bank is authorised to recover the full amount thereof, we agree to assign to the Bank the policy or policies for that purpose and to take all necessary steps to effect such assignment.
7. Any handling of documents under the Letter of Credit (whether by way of negotiation or otherwise) should be subject to the Uniform Customs and Practice for Documentary Credits, ICC Publication No. 600 or such later version of the document in force at the time of our request (“UCP”). Any bank to bank reimbursements shall be subject to the Uniform Rules for Bank to Bank Reimbursement under Documentary Credits ICC Publication No. 725 (“the Uniform Rules for Bank to Bank Reimbursement under Documentary Credits”) or such later version of the document in force at the time of our request. In the event of any inconsistency between the provisions of this Agreement and the provisions of UCP or (as the case may be) the Uniform Rules for Bank to Bank Reimbursement under Documentary Credits, the provisions of this Agreement shall prevail.
8. In the event that the Bank are requested by us to present drafts and/or documents under the Letter of Credit to the Issuing Bank, we may further request that the proceeds under the Letter of Credit be advanced to us at any time before or on the banking day on which reimbursement is due to the Bank from the issuing or confirming bank. In the event that such a request is made and acceded to, the Bank shall be entitled to advance to us such proceeds on or before the banking day on which reimbursement is due to the Bank and thereby assume the rights under the Letter of Credit as a negotiating bank and charge us negotiation commission and other fees as the Bank deems appropriate.
9. The Letter of Credit together with drafts, invoices, carriage documents or other documents representing or relating to the Goods, and all other documents enclosed with the request which we have attached to our application for payment/ acceptance/ deferred payment/ negotiation/ the Bank’s handling (hereinafter collectively referred to as “processing”) and the Goods represented by the said documents or financed by the Letter of Credit or to which the documents relate as well as any proceeds received under the Letter of Credit pursuant to our request shall be pledged to or otherwise encumbered as security in favour of the bank the Bank as continuing security for all sums in which we may from time to time be actually or contingently indebted or liable to the Bank on any account. We agree to do such acts as may be necessary to perfect the Bank’s security in the Goods. Without prejudice to the Bank’s other rights herein, in the event that we are in default of payment of any amount due from us, the Bank shall be entitled, without notice to ourselves, to sell the Goods or any part thereof by public auction or private contract (at the Bank’s sole discretion) and apply the proceeds of sale in or towards payment of the principal and interest for which we are liable to the Bank; if the proceeds of such sale do not fully cover any amount due to the Bank, we shall pay the amount of the deficiency forthwith upon the Bank’s demand. The security conferred herein shall be in addition to and shall not be in any way prejudiced or affected by any other security now or hereafter held by the Bank nor shall such other security or any lien to which the Bank may be otherwise entitled.
10. Without prejudice to the other provisions in this Agreement, the Bank may sell all or part of the Goods represented by the abovementioned documents or to which they relate in such manner (whether by public auction, private treaty or otherwise) as the Bank think fit if any one of the following events occurs:¬-
    1. on default of acceptance or payment upon presentation of drafts and/or documents.
    2. on our failure to repay on demand any payment made by the Bank or other indebtedness of ours to the Bank (whether or not connected with or arising from our request) together with all interest, commissions and other charges in respect thereof.
    3. if and whenever the Bank consider it desirable having regard to the market value of the goods that the goods should be sold whether or not any contingent or other liability of ours to the Bank shall have actually matured. After deduction of any interest charges and commission to which the Bank is entitled and expenses incurred by the sale, the Bank may apply the net proceeds in payment of such advances or indebtedness or liability of ours to the Bank, with interest, and re-exchange expenses, with the balance, if any, is to be used at the Bank’s option to discharge any other outstanding liability which we may have against the Bank and subject thereto to be accounted to us.
11. Without prejudice to any other terms and conditions herein, where, for any reason whatsoever, whether with or without legal basis, payment of the proceeds under the Letter of Credit or drafts is not received by the Bank from or not made by the issuing or confirming bank when such payment is due or if the issuing or confirming bank of the Letter of Credit seeks reimbursement of any payment made to the Bank thereunder and / or reject documents or drafts presented thereunder or if one or more of the documents presented under the Letter of Credit is forged or contains any misrepresentation or false factual information known to us, any amount paid by the Bank to us pursuant to such negotiation shall become immediately repayable to the Bank by us and the Bank shall have full recourse against us in respect of such payment as has been made to us earlier.
12. We hereby irrevocably and unconditionally undertake and agree to indemnify the Bank, the Bank’s successors and assigns in full and at all times to keep the Bank, the Bank’s successors and assigns fully and completely indemnified from and against all liability, claims, demands, actions, proceedings, payments (including but not limited to payments under the Letter of Credit), losses and expenses whatsoever including but not limited to legal costs as between solicitor and client which may be made or taken or incurred or suffered by the Bank in connection with our request herein including but not limited to those liabilities relating to or arising from any and all discrepancies that may exist between the documents as called for in the terms of the Letter of Credit and the documents enclosed with our application, regardless of whether or not such discrepancies are identified or advised by the Bank.
13. In addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at the Bank’s discretion and without notice to us earmark, debit, set off or transfer any sum or sums standing to the credit of our account from time to time (including but not limited to any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all sums due from us hereunder or for the amount of unaccepted or unpaid drafts or of advances against documents of title or other documents for which we are liable to the Bank or any deficiency arising after realization of the Goods. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
14. Without prejudice to the generality of the other terms and conditions herein, where financing is provided to us against the Letter of Credit and documents presented thereunder and/or drafts, pursuant to our application, we shall and do hereby assign unconditionally and irrevocably to the Bank all rights, interests, benefits, entitlements, debts, suits and choses in action as are due under the Letter of Credit and/or drafts and we irrevocably authorise the Bank to give notice of such assignment to the issuing bank. We agree that the Bank may commence any legal action or proceedings in our name or in the Bank’s and our names jointly as instructed by the Bank if necessary and that we would provide the Bank our full and diligent co-operation, including but not limited to the execution of any documents, affidavits and powers of attorney, in any action or proceedings commenced (whether in our name or not) to enforce or obtain payment from the issuing or confirming bank whether pursuant to this assignment or otherwise.
15. The Bank may at any time assign all or part of the Bank’s rights under this Agreement. Without prejudice to any other right to disclose information under the Banking Act (Cap 19), the Bank may also disclose to any person to whom the Bank consider such information to be necessary or expedient, such information about us as the Bank shall consider appropriate (including but not limited to particulars of our accounts with the Bank).

16. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, the handling of documents under the Letter of Credit (whether by way of negotiation or otherwise)) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Letter of Credit and/or any other transaction contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

17. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 17A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.

GTF/LC(ExpDocProcessing)/1024/02

1. Any draft which we enclosed with the application for collection together with invoices or other documents representing or relating to the goods, and all goods represented thereby or to which the documents relate, shall be pledged to and/or held by the Bank as a continuing security for all sums which we may from time to time be actually or contingently indebted or liable to the Bank on any account or receive from the Bank for the purchase/discount/advance of the drafts and/or other documents. Any reference in this Agreement to “we” shall include our successors, permitted assigns and personal representatives.

2. Any purchase/discount/advance by the Bank are with recourse to us under all circumstances and notwithstanding the absence of instruction to protest the drafts for non-payment or non-acceptance and subject to the Bank’s conditions and to those of the Bank’s branches, correspondents and agents as well as to all applicable laws, regulations and rulings.
3. All charges, transit interests, costs and expenses arising out of or in connection with all matters herein are chargeable to and payable by us if not paid or not fully paid by the drawee and we shall also pay the Bank any difference in amount received by the Bank.
4. The Bank shall not assume any responsibility whatsoever for the choice of the correspondent which is to act as the collecting banks or for their acts, omissions or conduct in the discharge of their duty as the correspondent bank.
5. The Bank shall not be responsible for any act of omission, default, suspension, insolvency or bankruptcy of any correspondent to whom the drafts and/or documents representing or relating to the goods may be sent under collection or any agent thereof, or for any delay in remittance, loss of exchange or loss of such drafts and/or documents or its proceeds during transmission, or in course of collection.
6. The Bank assume no responsibility for the authenticity or genuineness of documents delivered to the Bank, nor for the quantity, quality, condition genuineness, identity, title of delivery of the goods to which the documents relate.
7. We authorise the Bank at its absolute discretion without notice to us and at our expense:
   1. to land and store any goods and/or transship the same to any other port;
   2. to pay any freights, warehouse, dock, customs, duties, and other charges on our behalf;
   3. to convert into local currency at the Bank’s discretion any monies received by the Bank and to debit our account with all costs charges and loss on exchange thereby incurred;
   4. to accept payment from the drawees or acceptors before maturity or any discount/advance arrangement;
   5. to pay on our behalf and charge us for such charges for commission between merchant and correspondent and such interest exchange notarial and banking charges payable in these circumstances; and
   6. to earmark, set-off or debit any and all our accounts with the Bank with
      1. all monies chargeable to us and with the amount unaccepted or unpaid drafts against other documents of title or other documents for which we are liable to the Bank or any deficiency arising after realisation;
      2. the amount due to the Bank (including all charges, interest, and expenses whatsoever) and any amount outstanding to our credit may be so applied to reduce our liability or indebtedness to the Bank in respect of the application; and
      3. in the event that the Bank exercise the Bank’s right of recourse against us. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
8. The Bank may sell all or part of the goods represented by the drafts and/or the related documents or to which they relate insofar as the same have been pledged to the Bank without demand for payment or notice to us or any other person in such manner as the Bank thinks fit in any one or more of the following circumstances:
   1. on default of acceptance or payment on presentation of any draft or of any sums due hereunder;
   2. on our failure to repay on demand any payment made by the Bank or other indebtedness of ours to the Bank together with all interest, commissions and other charges in respect thereof; or
   3. if and when the Bank considers it desirable having regard to the market value of the goods that the goods should be sold whether or not any contingent or other liability of ours to the Bank shall have actually matured, and after deduction of any commission to which the Bank is entitled and expenses incurred, to apply the net proceeds in payment of such drafts and/or indebtedness (including any indebtedness that arises by virtue of the Bank exercising the Bank’s right of recourse) or liability of ours to the Bank, with interest, and re-exchange expenses and the balance, if any, to be placed at the Bank’s option against any other of our drafts and subject thereto to be accounted for to us. If such proceeds are insufficient to satisfy such payment obligations, we shall pay the amount of the deficiency forthwith upon the Bank’s demand.
9. We undertake:
   1. to keep all goods insured against fire and all other usual risks in such amount as the Bank may specify and, in case of damage or loss, to recover the proceeds and apply them in accordance with the Bank’s directions. The Bank shall nevertheless be at liberty itself to insure the goods against whatever risk and for whatever amount, whatever the Bank may think fit, and to charge us with the cost of such insurance . In the event of any claim arising under any insurance the Bank is authorised to recover the full amount thereof, to assign to the Bank the policy(ies) for that purpose and to take all necessary steps to effect and perfect such assignment;
   2. to reimburse to the Bank on demand, and authorise the Bank at the Bank’s discretion without any demand, all charges, costs and expenses incurred in warehousing, storing, insuring or releasing all or any of the goods or other securities, including any costs and charge incurred in connection with the conversion of any sum into a different currency, as well as any charges, cost and expenses which may be incurred by the Bank’s agents or correspondents in connection therewith;
   3. to reimburse the Bank for all advances made against documents of title or other documents which may not have been duly taken up on presentation;
   4. to provide the Bank with funds to meet re-exchange expenses and interest at the current prevailing rate for the respective currency as determined at the Bank’s sole discretion from the date of the financing or payments to us till the date the Bank receive reimbursement; and
   5. to execute and sign all transfers and other documents and do all acts and things which the Bank may from time to time require for perfecting the Bank’s title to the goods or any part thereof or for vesting or enabling the Bank to vest the same itself, its nominees or any purchaser.
10. We also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our accounts with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this agreement and the transactions contemplated thereunder.
11. The Bank’s holding of additional securities and/or the receipt of goods and/or documents by the Bank shall not prejudice the Bank’s rights on any draft in case of dishonour nor shall any recourse or proceedings taken thereon. It is also agreed that the Bank’s rights against us shall not be prejudiced owing to any such drafts not having been noted and/or protested in the event of dishonour by non-acceptance and/or non-payment.
12. Without prejudice to the generality of the other terms and conditions herein, where financing is provided to us pursuant to our application, we shall and do hereby assign unconditionally and irrevocably to the Bank all rights, interests, benefits, entitlements, debts, suits and choses in action as are due under or in connection with the underlying contract of sale between us and the drawee and/or the draft and we irrevocably authorise the Bank to give notice of such assignment to the drawee and his banker.
13. We irrevocably and unconditionally undertake and agree to indemnify the Bank, the Bank’s successors and assigns in full and at all times to keep the Bank, the Bank’s successors and assigns fully and completely indemnified from and against all liability, claims, demands, actions, proceedings, payments, losses and expenses whatsoever including, without limitation, legal costs as between solicitor and client which may be made or taken or incurred or suffered by the Bank in connection with the request for collection including, without limitation, liabilities arising from any and all discrepancies that may exist between the documents enclosed with the request, regardless of whether or not such discrepancies are identified or advised by the Bank.
14. We agree that the Bank may commence any legal action or proceedings in our name (or jointly in our name and the Bank’s) if necessary and that we will provide the Bank with our full and diligent co-operation, including the execution of any documents, affidavits and powers of attorney, in any action or proceedings commenced (whether in our name or not) to enforce any and all the Bank’s rights hereunder.
15. The request for collection is subject to Uniform Rules for Collections (1995 Revision), International Chamber of Commerce Publication No. 522 (URC 522). In the event of any inconsistency between the terms and conditions herein and the provisions of URC 522, the terms and conditions herein shall prevail.
16. If there occurs in relation to the collection an extraordinary event (as defined below), the Bank shall have the sole discretion to receive payment under the collection in any alternative currency at such exchange rate as the Bank may determine in the Bank’s discretion. Provided the Bank undertake such action in good faith, any such action shall be binding on us who shall be liable for any additional loss, damages, costs, charges and/or expenses incurred by the Bank. An “extraordinary event” shall mean any event which the Bank believes to have a material adverse effect, including any form of exchange control restriction or requirement of whatsoever nature affecting the availability, convertibility, credit or transfers of currencies or funds, any form of debt or other moratorium on jurisdictions, individuals, or entities, any devaluation, re-denomination or de-monetisation and/or any form of restriction or requirement which in the Bank’s good faith opinion adversely alters or changes the rights or obligations which the Bank undertook.

17. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, our application for collection and any purchase/discount/advance by the Bank with recourse to us) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

18. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 18A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.

This Clause 18 shall survive the termination of this Agreement.

18A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

GTF/ExpDocColl/1024/02

1. We confirm that the Invoice/s have not been paid by the customers to date, that they have not been assigned to or in favour of any person nor have we agreed to do so. We further confirm that we have not and will not obtain any other financing pertaining to the underlying transaction. We declare that the underlying trade transaction is genuine. Any reference in this Agreement to “we” shall include our successors, permitted assigns and personal representatives.
2. We undertake to indemnify the Bank in full and keep the Bank indemnified in full against all liabilities, losses, damages, costs, expenses, claims and demands which the Bank may suffer, incur or sustain by reason or on account of the Bank granting Invoice Financing to us howsoever, including without limitation, all legal and other costs (on a full indemnity basis), charges and expenses the Bank may incur in connection with the enforcement, or attempted enforcement of the Bank’s rights under or in connection with this Agreement.
3. In addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at its discretion and without notice to us earmark, set-off, debit or transfer any sum or sums standing to the credit of our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of the Invoice Financing. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
4. We also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our account with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this Agreement and the transactions contemplated thereunder.

5. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, the Invoice Financing) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Invoice Financing and/or any other transaction contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

6. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
   
   1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
   2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
   3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
   4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 6A,
   5. any insurers with whom insurance cover is taken out in connection with our application, and
   6. any third party for use in connection with the provision of Bank’s products or services.

6A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

7. Each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby.

8. A person who is not a party to the terms herein has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein.

9. This Agreement shall be governed by and construed in accordance with the laws of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/IF(Sales)/1024/02

1. We confirm the invoice/s have not been paid and we have not and will not obtain any other financing pertaining to the underlying transaction from any other party. We declare that the underlying trade transaction is genuine. Any reference in this Agreement to “we” shall include our successors, permitted assigns and personal representatives.
2. We undertake to indemnify the Bank in full and keep the Bank indemnified in full against all liabilities, losses, damages, costs, expenses, claims and demands which the Bank may suffer, incur or sustain by reason or on account of the Bank granting Invoice Financing to us howsoever, including without limitation, all legal and other costs (on a full indemnity basis), charges and expenses the Bank may incur in connection with the enforcement, or attempted enforcement of the Bank’s rights under or in connection with this Agreement.
3. In addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at its discretion and without notice to us earmark, set-off, debit or transfer any sum or sums standing to the credit of our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of the Invoice Financing. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
4. We also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our account with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this Agreement and the transactions contemplated thereunder.

5. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, the Invoice Financing) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Invoice Financing and/or any other transaction contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

6. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
   
   1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
   2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
   3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
   4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 6A,
   5. any insurers with whom insurance cover is taken out in connection with our application, and
   6. any third party for use in connection with the provision of Bank’s products or services.
      
      This Clause 6 shall survive the termination of this Agreement.

6A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

7. Each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby.

8. A person who is not a party to the terms herein has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein.

9. This Agreement shall be governed by and construed in accordance with the laws of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/IF(Purchase)/1024/02

In consideration of the Bank agreeing to our request to transfer Transferable Letter of Credit (the “Credit”), we (which term shall include our successors, permitted assigns and personal representatives) agree to the following terms and conditions:

1. We, as 1st beneficiary of the Credit, hereby irrevocably request the Bank to effect the transfer of the Credit to the 2nd Beneficiary to the extent indicated in our instruction.
2. All the Bank’s charges, commissions, costs and expenses incurred in connection with the Credit and the transfer thereof, if unpaid by the applicant of the Credit and/or the 2nd Beneficiary will be for our account.
3. The transfer shall not become effective until
   1. all transfer fees and other charges and expenses incurred by the Bank in connection with the transfer have been paid or otherwise settled in full and
   2. the Bank advises the 2nd Beneficiary of the said transfer.
4. For avoidance of doubt, nothing herein creates an obligation on the Bank’s part to transfer the Credit if the Bank decides not to do so for any reason. The Bank shall also be entitled to transfer the Credit on such additional terms as it may consider appropriate which it may separately advise.
5. We shall indemnify the Bank in full and keep the Bank indemnified in full against all liabilities, losses, damages, costs, expenses, claims and demands which the Bank may suffer, incur or sustain or arising in connection with or relating to our application, the Agreement and/or the transfer of the Credit or otherwise howsoever, including without limitation, all legal and other costs (on a full indemnity basis), charges and expenses the Bank may incur in connection with the enforcement, or attempted enforcement of the Bank's rights under or in connection with our application, the Agreement or under or in connection with or in respect of transfer of the Credit.
6. Where all our rights and interests as the 1st Beneficiary of the Credit are transferred to the 2nd Beneficiary, we agree that the Bank may send the documents which it receives from the 2nd Beneficiary directly to the Issuing Bank of the Credit without further reference to us.
7. If substitution of our invoice(s) or draft(s) for those of the 2nd Beneficiary is required as provided for in Article 38(h) of UCP 600, we will deliver the same to the Bank as soon as they are available and in any case not later than the final date, determined by the Bank, which will enable it to process the transaction within the validity and presentation period of the Credit. If we fail to deliver the documents as stipulated in the foregoing sentence or if there is any discrepancy in any such document submitted by us to the Bank, the Bank is authorised (but not bound) to forward the 2nd Beneficiary’s invoice(s) and draft(s) to the Issuing Bank or Confirming Bank, if any, without any liability or responsibility on the Bank’s part. If there is any discrepancy in any document presented by the 2nd Beneficiary, the Bank is authorised (but not bound) to return the documents to the Presenting Bank without referring to us.
8. Notwithstanding any other provision herein, we agree that the Bank may at its discretion present the substituted documents together with the 2nd Beneficiary’s documents, to the Issuing or Confirming Bank of the Credit without any responsibility or liability whatsoever or howsoever arising on the Bank’s part for payment, reimbursement or acceptance or approval. Upon the Bank’s receipt of final payment from the Issuing or Confirming Bank, the Bank shall make payment to us in accordance with our instructions.
9. In case of discrepancies, we irrevocably agree with the Bank to send documents under the Credit on acceptance / payment basis and acknowledge payment will be effected by the Bank only upon the Bank’s receipt of funds from the Issuing or Confirming Bank of the Credit. In any event, we further agree that the Bank may advise the details of this transfer to the Issuing or Confirming Bank of the Credit.
10. Any negotiation of documents by the Bank (other than its capacity as Confirming Bank) presented hereunder shall always be with full recourse to us and the Bank shall be entitled to exercise its recourse if it does not receive reimbursement from the Issuing or Confirming Bank for any reason whatsoever, including the rejection of documents presented on grounds of discrepancies whether or not such discrepancy be identified by us or not.
11. Except where we instruct otherwise in our application, it is understood and agreed that any amendments to the Credit which the Bank may receive are, whether in case of total or partial transfer, to be advised direct to the 2nd Beneficiary without the need for any consent from or notice to us. Except as is expressly otherwise stated in our application, we waive our right to refuse to allow the Bank to advise amendments (if any) of the Credit to the 2nd Beneficiary in accordance with Article 38(e) of UCP 600.
12. In addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at its discretion and without notice to us earmark, set-off, debit or transfer any sum or sums standing to the credit of our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of our application and the transfer of the Credit. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
13. We irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our account with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this Agreement and the transactions contemplated thereunder.
14. The Bank shall be entitled to transfer the Credit or such additional terms as the Bank considers appropriate and which the Bank may separately advise. We agree to any term which the Bank may set out in the advice of transfer in consideration of the Bank agreed to transfer the Credit at our instructions.
15. We agree that in the event that the Bank acts as Confirming or Negotiating Bank of the Credit upon our request, it will be subject to such additional terms and conditions imposed by the Bank and we hereby undertake to execute any and all additional documents and do such act or acts as may be required by the Bank in connection therewith.
16. We further agree that we shall not hold the Bank responsible for any loss or damages suffered by us in the event that
    1. the particulars of the applicant of the Credit or the transaction between us and the said applicant underlying the Credit and/or
    2. the particulars of the 2nd Beneficiary or the transaction between us and the 2nd Beneficiary underlying the transferred credit, were inadvertently disclosed to the 2nd Beneficiary and/or (as the case may be) the said applicant whether or not pursuant to the fact that the documents submitted by us and/or the 2nd Beneficiary for presentation contain references to such particulars and was not identified by the Bank or its servant(s), employee(s) or agent(s), or otherwise and whether or not the disclosure was as a result of any negligent act or omission on the part of the Bank or its servant(s), employee(s) or agent(s).
17. If, at any time, there occurs an extraordinary event (as defined below), the Bank shall have the sole discretion to receive payment in any alternative currency at such exchange rate as the Bank may determine in its discretion. Provided the Bank undertakes such action in good faith, any such action shall be binding on us who shall be liable for any additional loss, damages, costs, charges and/or expenses incurred by the Bank. An “extraordinary event” shall mean any event which the Bank believes to have a material adverse effect, including any form of exchange control restriction or requirement of whatsoever nature affecting the availability, convertibility, credit or transfers of currencies or funds, any form of debt or other moratorium on jurisdictions, individuals, or entities, any devaluation, re-denomination or de-monetisation and/or any form of restriction or requirement which in the Bank’s good faith opinion adversely alters or changes the rights or obligations which the Bank undertook.

18. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, the transfer of the Credit) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Credit and/or any other transaction contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

19. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 19A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.
       This Clause 19 shall survive the termination of this Agreement.

19A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

20. Our application and the transfer of the Credit is subject to the provisions of the Uniform Customs and Practice for Documentary Credits (2007 Revision), ICC Publication No. 600 (“UCP 600”), to which the Credit is itself subject. In event of any inconsistency between the terms and conditions herein and the provisions of UCP 600, the terms and conditions herein shall to the extent of such inconsistency prevail.

21. Each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby.

22. A person who is not a party to this Agreement for Documentary Credit Transfer has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein.

23. This Agreement shall be governed by and construed in accordance with the laws of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/LT/1024/02

1. Proceeds of the Packing Loan will be utilised for payment directly to the suppliers of the goods only. Any reference in this Agreement to “we” shall include our successors, permitted assigns and personal representatives.
2. We undertake to land, store and deliver the goods to buyers and provide copies of our sales invoices for the goods forthwith on the same being issued showing the names of the buyers and the sale price in each case. The shipping documents and documents of title for or relating to the goods together with the proceeds of sale are held by us on trust for the Bank. For sale made against letter of credit, we undertake to provide and lodge the original letter of credit with the Bank. For sale made against collection, we undertake to course the shipping documents and documents of title for or relating to the goods through the Bank for collection purposes.
3. We declare that the trade transactions underlying the Packing Loan are genuine and confirm that we have not and will not obtain any other financing for these transactions from any other party.
4. We shall keep the goods free from any mortgage, charge, pledge, lien or other encumbrance (except in the Bank’s favour) and will not without the Bank’s prior written consent, cancel the sale contract or change the payment terms or sell or otherwise dispose of any of the goods on deferred terms (other than normal trade credit) or for any non monetary consideration or for less than current market value.
5. We undertake to advise the Bank of the whereabouts of the goods at all times and to insure the goods against all insurable risks including fire and flood for their full value and also (if required) against marine risks and to hold the policies and proceeds in trust for the Bank and in case of loss or damage to the goods howsoever caused to pay over to the Bank forthwith all monies received from the insurers or otherwise in respect of such loss or damage and to make up any deficiency. The goods are and shall be at our sole risks.
6. Proceeds from the sale of the goods shall be received by us as trustees for the Bank and as agents on the Bank’s behalf utilised for repayment of the Packing Loan.
7. The Packing Loan shall be subject to such other terms and conditions as the Bank may from time to time specify.
8. We agree to indemnify the Bank in full and keep the Bank indemnified in full against all liabilities, losses, damages, costs, expenses, claims and demands which the Bank may suffer, incur or sustain by reason or on account of the Bank granting Packing Loan to us howsoever, including without limitation, all legal and other costs (on a full indemnity basis), charges and expenses the Bank may incur in connection with the enforcement, or attempted enforcement of the Bank’s rights under or in connection with this Agreement.
9. In addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at the Bank's discretion and without notice to us earmark, debit, set-off or transfer any sum or sums standing to the credit of our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of the Packing Loan. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
10. We also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our account with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of the Agreement and the transactions contemplated thereunder.

11. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, utilising the proceeds of the Packing Loan for payment directly to the suppliers of the goods) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

12. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 12A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.

12A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

13. Each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby.

14. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of the terms and conditions herein.

15. This Agreement shall be governed by and construed in accordance with the laws of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/PL/1024/02

1. IIn consideration of the Bank acceding to our application to endorse, countersign or issue letters of guarantee or indemnity to shipping companies / airlines (or their agents), carriers or consignors of Goods to enable us to obtain replacement Bills of Lading and/or delivery of Goods, we (which term shall include our successors, permitted assigns and personal representatives) hereby represent/agree/undertake as follows:
   1. to take delivery of the Goods, place the Goods in storage in a suitable warehouse (at our expense) on trust for the Bank and to and do so pledge such Goods and the Bills of Lading or Air Waybill relating to the Goods in the Bank’s favour as security for all outstanding liabilities, loans, expenses which we may owe to the Bank in connection with this Agreement with liberty to sell as the Bank’s agent without any set off or deduction and whereupon we shall account for and pay the proceeds over to the Bank as soon as they are received. Whilst the Goods are in storage and in any case, prior to any sale, we shall keep the Goods fully segregated from goods belonging to any other party and prevent any commingling of such Goods. We shall procure and hand over any warehouse receipt or attornment made out in the Bank’s favour;
   2. to keep the Goods insured against fire, theft and pilferage at our charge, the Policy money being payable in case of loss to the Bank and to do all other acts and things necessary to protect and preserve unimpaired the property and lien of the Bank in the said Goods, the Bills of Lading and other documents of title thereto;
   3. that we have full and unencumbered title to the Goods and that there is no party with title, rights and interests in the Goods superior or ranking in higher priority to ours;

   4. to indemnify and keep the Bank indemnified and held harmless against all proceedings, actions, payments, claims and/or demands which may be made against the Bank by any party (including the Carrier) in whichever jurisdiction or in arbitration, in respect of the Goods or the delivery thereof or the issuance of the letter of indemnity or guarantee, including losses, damages, costs (including legal costs as between Solicitor and Client) or any other expenses or liabilities of any kind whatsoever which the Bank may sustain or incur, either directly or indirectly, in connection with or arising from or in relation to the Bank acceding to our application;

   5. to indemnify and keep the Bank indemnified and held harmless against all proceedings, actions, payments, claims and/or demands which may be made against the Bank by any party (including the Carrier) in whichever jurisdiction or in arbitration, in respect of the Goods or the delivery thereof or the issuance of the letter of indemnity or guarantee, including losses, damages, costs (including legal costs as between Solicitor and Client) or any other expenses or liabilities of any kind whatsoever which the Bank may sustain or incur, either directly or indirectly, in connection with or arising from or in relation to the Bank acceding to our application;
   6. to allow the Bank at the Bank’s sole discretion without reference to us notwithstanding any instruction by us to the contrary, to compromise settle pay or resist any claiming arising out of the release of the Goods to us without releasing us from our liabilities to or obligations to indemnify the Bank;
   7. to provide the Bank at its first demand with sufficient funds to defend any proceedings whether by way of court proceedings or arbitration instituted against the Bank at any time in respect of the Goods, including all legal fees and costs. If called upon, we undertake at any time while the Goods are in our possession to deliver same to the Bank and to procure for the Bank all warehouse receipts and attornment in the Bank’s favour in respect of the Goods;
   8. to waive all irregularities, discrepancies, inconsistencies, omissions, insufficiencies, missing documents and delays in the documents received by the Bank or tendered under the letters of credit/documents sent for collection relating to the said draft or drafts and/or documents and accept that all documents correspond with the letters of credit or terms for collection and we will accept any draft(s) and/or documents on us and the Bank is irrevocably authorised to pay on presentation or maturity, as the case may be, the amount or amounts of the said draft or drafts and /or documents together with all charges and to debit our account accordingly. Supplier's shipping documents will be sent through the Bank to us.
   9. unless otherwise instructed in writing by the Bank, to procure the return of letter of indemnity/ guarantee to the Bank for cancellation upon receipt of the original title documents or such documents as demanded by the Bank in order to satisfy itself at its sole discretion that there will be no further claims made for or in connection with the shipment;
   10. to hold the Goods under trust receipt on terms and conditions contained in this Agreement;
   11. that the Goods and the documents relating to the Goods have not been pledged, mortgaged, charged, hypothecated or the subject of any other form of security to or in favour of any other bank, firm or person and we hereby further promise and agree that they will not be so pledged, mortgaged, charged, hypothecated or otherwise encumbered without the Bank’s written consent;
   12. that notwithstanding anything hereinbefore contained, we will on demand by the Bank at any time before sale, deliver possession of the Goods to the Bank and its servants or agents shall have the right for the purpose of taking possession or making inspection thereof to enter the warehouse or other places where the Goods may be and we agree that the Bank may at any time after receiving possession thereof and without notice to or further authority from us sell the said good in such matter and for such price as the Bank shall think fit and apply the met process of sale on or towards satisfaction of the amount then owing by us to the Bank. We further agree that the Bank shall have the power to sell and apply the net sale proceeds of the said good in like manner at any time;
   13. that the proceeds of any sale of the Goods and all insurance money shall until paid over to the Bank be kept separate and distinct by us from any other proceeds of sale or insurance money relating to or arising from any other transaction or monies in our account. Such proceeds of sale and insurance money shall always be capable of identification as being held on trust for the Bank;
   14. to authorise the Bank from time to time and at any time without reference to us to set off and/or debit our current account to make a deposit/ to earmark our current account with S$ equivalent to the extent of all such sums which the Bank have paid and all or any sums of monies demanded by the Bank pursuant to clause (a) hereof.
2. We also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its agent banks or any fees costs and expenses incurred by the Bank or its agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our accounts with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this Agreement and the transactions contemplated thereunder.
3. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and the Bank’s overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposits with the Bank to (i) the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates, (ii) any regulatory or supervisory authority including fiscal authority in any jurisdiction, (iii) any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities, (iv) any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 3A, (v) any insurers with whom insurance cover is taken out in connection with our application, and (vi) any third party for use in connection with the provision of Bank’s products or services.

This Clause 3 shall survive the termination of this Agreement.

3A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

4. Pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, the Bank acceding to our application to endorse, countersign or issue letters of guarantee or indemnity to shipping companies / airlines (or their agents), carriers or consignors of Goods to enable us to obtain replacement Bills of Lading and/or delivery of Goods) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

5. Each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby.

6. A person who is not party to the terms herein has no rights under the Contracts (Rights of Third Parties) Act Cap 53B to enforce any terms in this Agreement.

7. This Agreement shall be governed by and construed in accordance with the laws of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/SG/1024/02

In consideration of the Bank at our request releasing to us shipping or other documents (hereinafter referred to “the Documents”) relating to goods or the goods thereunder (hereinafter referred to as “the Goods”), purchase of which is financed under a letter of credit issued or to be issued at our application or is subject to a documentary collection bill or otherwise under an import loan granted by the Bank to us, which documents and goods we (which term shall include our successors, permitted assigns and personal representatives), the undersigned, acknowledge and agree are subject to a pledge in the Bank’s favour coming into existence at or before the time of such release:-

1. We hereby undertake to hold any and all Documents so handed over to us now and hereafter from time to time (together with the Goods to which they relate and the proceeds or sale) on trust for the Bank as the Bank’s trustee(s). For the avoidance of doubt, where the shipping documents released to us consist of less than the full set of bills of lading, we confirm that the terms and conditions stated herein and all the Bank’s rights conferred herein shall nevertheless apply.
2. We confirm that we have not obtained and shall not obtain financing for or in respect of the Goods from any other party. We further confirm that the Goods would not be subject to any other security, lien or encumbrance in favour of any party except the Bank. we also warrant that we are not indebted to the buyer of the Goods and the buyer of the Goods does not have any actual, future or contingent right of set-off against us which may lead to a reduction of the proceeds of sale payable on the Goods.
3. We irrevocably undertake to execute such bill of exchange, promissory note, acknowledgement of trust receipt and/or any other documents that may be required by the Bank any time after our receipt of the Documents and/or Goods. Without prejudice to the foregoing, the Bank is irrevocably authorised by us to draw a bill of exchange on us for any amount due to the Bank hereunder.
4. Without prejudice to the generality of any other provision herein, we confirm that in respect of every release of the Documents and/or the Goods pertaining to a transaction, we are deemed to have executed a separate Trust Receipt pertaining to that transaction in the Bank’s favour on terms and conditions appearing herein as the same may from time to time be varied or amended.
5. We agree that as documents are released to us hereunder, we are deemed to have accepted the documents as well as waived all our rights to reject the documents on any ground. Without prejudice to the generality of the foregoing, we agree to waive all irregularities, non-conformities and discrepancies as regards the value, numbers, marks, contents, weight, quantity and quality of the Goods under any contractual arrangement we may have with the supplier thereof, and we further agree that the Bank may pay or accept as a complying presentation any draft and/or other documents received by the Bank with respect to the Goods tendered under letter of credit/ pursuant to a collection notwithstanding any discrepancy, non-conformity or irregularity in the draft or documents and/or whether or not all the documents required under the letter of credit are presented, which discrepancy, non-conformity, irregularity and/or failure to present the requisite documents shall be deemed to have been irrevocably waived by us. Such discrepancy or irregularity shall be deemed to include the delay in such tender or presentation of any documents and/or drafts beyond what is permitted by the terms of the letter of credit or the collection.
6. We hereby undertake to land, store, hold and deliver to buyers to whom we are not indebted or under any liability the Goods and receive the proceeds of sale as trustee(s) for the Bank and as agents on the Bank’s behalf and not otherwise and on sale of all or any of the Goods to remit to the Bank the entire proceeds of sale or any part payment promptly when received without any set off or deduction whatsoever and we hereby irrevocably confirm that the Bank may receive from the buyers directly the purchase monies for the Goods. Pending remittance of the sale proceeds to the Bank, we shall hold the same in a designated account on trust for the Bank without mixing such proceeds with our own monies, to be timeously applied in payment against such of our indebtedness to the Bank as may arise out of or in connection the letters of credit, collection bills or the Goods.
   We agree to furnish the Bank with all necessary particulars to enable the Bank to apply any proceeds of sale received by us to the relevant draft in each case. In the event that the Goods or the originals of the Bills of Lading / shipping documents have not been received by us on the date hereof, all such goods and/or documents shall upon receipt by us be held by us subject to the terms herein, and shall unless contrary instructions have been received from the Bank, be deemed to have been delivered by us to the Bank and immediately thereafter delivered and released by the Bank to us under and subject to this Trust Receipt. Without prejudice to the generality of the foregoing, we undertake to act as agent for and on the Bank’s behalf for the purpose of effecting discharge, clearance, carriage, storage inspection, insurance and/or sale of the Goods.
7. We will pay all freight warehouse dock transit and other charges rent and all other costs of and incidental to the Goods including but not limited to charges incurred in connection with the discharge, clearance, carriage, storage, inspection, insurance (including any premium) and/or sale of the Goods as well as import duty and other taxes thereof, if any. We also agree to take all steps towards the recovery of any losses or damages suffered by the Bank in respect of the Goods, including, if required by the Bank, commencing proceedings in our own name or in our joint names and to indemnify the Bank against the same.
8. Without prejudice to the other provisions herein, we agree to obtain delivery of and to warehouse the Goods on the Bank’s behalf and to hand to the Bank upon the Bank’s demand all warehouseman receipt, attornment or such document evidencing title or right of possession to the Goods. We shall keep the Bank informed at all times of any movement of the Goods from the place of storage. We further agree to comply with any of the Bank’s instructions as to the means or manner of transporting, warehousing and storage of the Goods. In case the Goods shall be stored in the warehouse owned by us with the Bank’s consent we undertake to keep the Goods separately from other goods, and to place them in the particular space allotted to the Bank.
9. We shall permit, procure permission for the Bank, or the Bank’s agents or nominees to inspect the Goods on one or more occasions and to take possession thereof.
10. We will not process, manufacture or commingle the Goods or permit the same to be processed or altered without the Bank’s prior written consent.
11. We will forward to the Bank copies of our sales invoices for the Goods forthwith on the same being issued showing the names of the buyers and the total sale price in each case.
12. We will not sell or otherwise dispose of any of the Goods on deferred payment terms (other than normal trade credit) or for any non monetary consideration or for less than current market value without the Bank’s prior written consent.
13. We undertake that all transactions will each be kept separate from any other transaction and that the Documents, the Goods, the proceeds of any sale and all insurance monies shall be kept separate and distinct from any other documents, goods, proceeds of sale or insurance monies relating to or arising from any other transaction.
14. We undertake to forthwith return to the Bank immediately on demand at any time (whether or not the purpose set out above shall have been completed) the Documents, any other documents received by us in exchange or substitution for them and the Goods represented thereby and to comply promptly and fully with any instructions which the Bank may give as to the manner of dealing with the Goods or any of them or the removal of them to, or storage of them at, any place.
    The Bank or the Bank’s duly authorised representative shall be at liberty to repossess the documents or to take physical possession of any of the Goods without any reference to or consent obtained from us and to remove the same or any part thereof from the place where they have been stored to any other place the Bank may choose (and the Bank and its duly authorised representative shall have the right to enter any premises in which they are stored and break open any door lock or receptacle to effect such entry or removal) and the Bank may place the same under the care of any one it may select and to dispose of the Goods by sale or otherwise if so required.
15. We hereby undertake to return to the Bank each set of Documents and the Goods represented thereby in respect of the transaction of which the Bank has not then received the proceeds upon the Bank’s first demand. The Bank or its duly authorised representative shall be at liberty to repossess each set of Documents or to take physical possession of any of the Goods without any reference to or consent obtained from us and to remove the same or any part thereof from the place where they have been stored to any other place the Bank may choose (and the Bank and its duly authorised representative shall have the right to enter any premises in which they are stored and break open any door lock or receptacle to effect such entry or removal) and the Bank may place the same under the care of anyone it may select and to dispose of the Goods by sale or otherwise if so required without our consent and without reference to us at such price or for such consideration as the Bank may in its absolute discretion think fit.
16. We undertake to insure at our sole expense all Goods against all insurable risks including fire and flood in their full value and also against marine risks and to hold the policies and proceeds in trust for the Bank and in case of loss of or damage to the Goods howsoever caused to pay over to the Bank forthwith all monies received from the insurers or otherwise in respect of such loss or damage and to make up any deficiency. The Goods are and shall be at our risks. We also undertake to take all steps towards the recovery of any losses or damages suffered by the Bank in respect of the Goods, including if required by the Bank, commencing proceedings in our own name or in the joint names of the Bank and us.
17. In the event that the Bank judges the Goods to be decreasing in their value for any reason, thus becoming insufficient as security, we agree to provide the Bank with additional security in the form and amount as may be required by the Bank.
18. The Bank shall have no responsibility whatsoever for the correctness validity or sufficiency of any Documents handed to us or for the existence character quality quantity condition packing value or delivery of the Goods.
19. Without prejudice to the other provisions herein, we agree to repay the Bank the amount financed in connection with the Goods on the due date as well as all interests and charges payable to the Bank.
20. We hereby agree to indemnify the Bank, the Bank’s correspondents and agents on demand against all actions claims demands costs expenses liabilities of whatever nature and losses now or hereafter incurred by the Bank or any of them or by any agent correspondent officer or employee for whom the Bank or they may be answerable for anything done or omitted in connection with or arising out of this Trust Receipt or the performance of the terms and conditions contained herein.
21. We hereby also irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or the Bank’s agent banks or any fees costs and expenses incurred by the Bank or the Bank’s agent banks), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our account with the Bank for payment of the Bank’s commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of this Trust Receipt.
22. The Bank may at any time at the Bank’s discretion and without notice to us earmark, debit, combine or consolidate the balances on all or any of our accounts with the Bank in Singapore and elsewhere (notwithstanding that any fixed deposit has not matured or any of the special conditions applicable to the deposit have not been satisfied) set off any sum or sums standing from time to time in or towards payment or satisfaction of all or any of our liabilities to the Bank. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
23. A copy of the computer generated collection advice enclosing or advising us of the receipt of the Documents and our signed confirmation thereunder that we undertake to hold the shipping documents, documents of title, goods and sale proceeds on trust for the Bank as the Bank’s trustee on terms of this Trust Receipt shall be conclusive evidence of the creation and existence of a trust and pledge in the Bank’s favour of the Documents and the Goods to which they relate and the sale proceeds of the transaction. Such transaction shall be and constitute a transaction under this Trust Receipt governed by the terms and conditions of this Trust Receipt and (where applicable) the Master Trust Receipt Agreement, in each case, as may be amended from time to time. The aforesaid terms and conditions are deemed to be incorporated into the aforesaid advice.
24. If signed by a firm, this Trust Receipt shall be binding jointly and severally on all persons from time to time carrying on business in the name of such firm or under the name in which the business of such firm may from time to time be continued notwithstanding the retirement or death of any partner or the introduction of any further partner. If this Trust Receipt is signed by two or more persons, all our liabilities, undertakings, obligations and agreements shall be joint and several.
25. This Trust Receipt is of continuing effect notwithstanding the death, bankruptcy, liquidation, incapacity or any change in the constitution of any of us, any amalgamation with any other person or any settlement or any other matter whatsoever and is in addition to and shall not merge with or otherwise prejudice or affect the Bank’s general banker’s lien or any contractual or other right or remedy or any guarantee, lien, pledge, bill, note, mortgage or other security (whether created by the deposit of Documents or otherwise) now or hereafter held by or available to the Bank and shall not be in any way prejudiced or affected thereby or by the releasing, varying or abstaining from perfecting or enforcing any of the same or any rights which the Bank may now or hereafter have or giving time for payment or indulgence or compounding with any other person liable.
26. No failure by the Bank to take advantage of any current failure or omission on our part to carry out fully any of the provisions of this Trust Receipt or any similar receipt or agreement or of the agreement under which the Bank issued a letter of credit under which the Goods were purchased, shall be deemed to be a waiver by the Bank of any of the Bank’s rights or remedies under either or any of the said papers unless such waiver is given in writing duly signed and authorised by the Bank.
27. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 27A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.

This Clause 27 shall survive the termination of this Agreement.

GTF/TR/1024/02

In consideration of the Bank or any of its overseas branches or subsidiaries or its correspondent or agent bank (the “Agent Bank”) agreeing to issue or issuing on my/our behalf or for my/our account and on behalf of the third party referred to in my/our application the guarantee/performance bond/bid bond/undertaking (“the Guarantee”) in favour of the Beneficiary, I/we (which term shall include our successors, permitted assigns and personal representatives) agree to the following terms and conditions:

1. I/we shall pay to the Bank on demand and without question all amount(s) under or in connection with the Guarantee (including all charges, fees and interest due to the Bank), and without any deduction whatsoever and will provide the Bank with money to meet all payments made or to be made by the Bank or its Agent Bank. Any demand, notification or certificate given by the Bank specifying the moneys due and payable under or in connection with any of the provisions of this Agreement shall be conclusive and binding on me/us;
2. I/we shall hold the Bank and its Agent Bank free from any responsibility for
   1. any delay, mistake or omission that may happen in the transmission of the instructions or in the misinterpretation of such instructions,
   2. the correctness or genuineness of the documents submitted which on the face thereof appear to be in order,
   3. the loss or delay in forwarding of the documents or
   4. any error, neglect or default of any of the Bank’s Agent Bank;
3. that the Bank and the Agent Bank are entitled to make any payments and comply with any demands which may be claimed from or made upon the Bank or the Agent Bank under or in connection with the Guarantee on or at any time after any first demand being made without any reference to or authority from me/us and without requiring proof that the amounts so demanded are or were due or inquiring into the validity, genuineness or accuracy of any document, certificate or statement received by or made to the Bank or the Agent Bank with respect to or under the Guarantee and notwithstanding that I/we may dispute the validity of any such demands or payments or that, for any reason whatsoever the Bank or the Agent Bank was/is entitled to refuse to make any payment or that any such demands are made after the stated expiry date (if any) of the Guarantee and I/we shall not at any time question or challenge the validity, legality or otherwise of any such payment by the Bank or the Agent Bank or deny any liability under this Agreement on the ground that such payment or any part thereof made by the Bank or the Agent Bank was not due or payable under or in connection with the Guarantee on any demand made under or in connection with the Guarantee or that the Bank or the Agent Bank could have resisted any claim thereof or on any other ground whatsoever and any payment made by the Bank or the Agent Bank on any demand made under or in connection with the guarantee shall be accepted by me/us as conclusive evidence that the Bank and the Agent Bank were liable to make such payment;
4. I/we shall pay interest on all amounts under or in connection with the Guarantee at the rate fixed by the Bank from time to time and such interest shall accrue from date of payment by the Bank of such amounts and, if not paid, shall accumulate by way of compound interest with monthly rests;
5. to pay the Bank’s usual commission and all expenses and its Agent Bank’s charges, if any;
6. I/we shall pay the amount due or payable in the currency in which such amount is denominated at the prevailing rate of exchange at the date of payment (as determined by the Bank in its sole discretion), unless otherwise arranged;
7. I/we shall, at the Bank’s request, effect in the Bank’s favour such security as the Bank may require from time to time and in connection with this Agreement and execute, complete and deliver to the Bank such documentation, and perform such other acts, as the Bank may require from time to time;
8. the Bank is under no responsibility or liability to ensure the accuracy, correctness, legality or completeness of the form/text of the Guarantee. I/we am/are fully aware of the contents of the Guarantee and the consequences thereof and I/we agree that I/we would not at any time deny liability hereunder on the basis that the Bank has a duty to advise and failed to do so. Where the translation of the Guarantee is forwarded by me/us or the beneficiary named overleaf to the Bank (whether translated by me/us or otherwise or any other party), I/we confirm that I/we shall bear the risk of such translation and shall at all times keep the Bank fully and completely indemnified from and against all liability, claims and demands, actions and proceeds, losses and expenses including but not limited to all legal costs on a full indemnity basis which may be incurred by the Bank and all bank charges, costs, disbursements, expenses and other liabilities of whatsoever nature or description which may be made or taken or suffered by the Bank in relation to or arising out of such transaction;
9. that in addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at its discretion and without notice to me/us earmark, debit, set-off or transfer any sum or sums standing to the credit of my / our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of the Guarantee. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand;
10. to indemnify the Bank from and against all claims, actions, proceedings, liabilities, damages, losses, costs and expenses (including any legal costs on a full indemnity basis) that the Bank may incur in connection with the Guarantee, or in enforcing or attempting to enforce the Bank’s rights under this Agreement), which the Bank or the Agent Bank or both may suffer, incur or sustain by reason or on account of the Bank or the Agent Bank having given the Guarantee or in connection with the Guarantee including any counter indemnity or counter guarantee or undertaking given to the Agent Bank and renewals thereof and other undertakings, as well as against my/our liability for every payment which the Bank may make or be called upon to make pursuant to or in connection with the Guarantee. Without prejudice to the foregoing, I/we will pay the Bank forthwith on demand without proof or condition all sums which the Bank or the Agent Bank shall pay or be liable for or called upon to pay under or in connection with the Guarantee or the counter-guarantee or counter indemnity as well as interest on all amounts so paid from the date such amounts are paid until I/we reimburse or pay the Bank in full at such rate or rates as may from time to time be fixed or determined by the Bank with monthly rests;
11. that if at any time, the Bank requires the provision of collateral, I/we shall on demand pay to the Bank forthwith, by way of cash collateral (or such other collateral that is in all respects acceptable to the Bank) an amount equivalent to the Bank’s or Agent Bank’s maximum actual and/or contingent liability under or in connection with the Guarantee, counter-guarantee or counter-indemnity and the Bank shall be entitled to place the cash collateral into a suspense account and this sum shall be held by the Bank and applied towards the discharge of all my/our obligations to the Bank in connection with the Guarantee and/or under this Agreement and the Bank shall repay me/us without interest as and to the extent that my/our obligations to the Bank under this Agreement are reduced or otherwise discharged or terminated;
12. that if, for any reason, any payment under or in connection with the Guarantee or this Agreement is made in a currency (the “currency of payment”) other than the currency in which such payment is expressed to be due under or in connection with the Guarantee or this Agreement (the “currency of obligation”) then, to the extent that the amount of such payment actually received by the Bank, when converted into the currency of obligation, at the rate of exchange, falls short of the amount due under or in connection with this Agreement, I/we, as a separate and independent obligation, shall indemnify the Bank and hold the Bank harmless against the amount of such shortfall. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
13. that in the event the Bank is instructed to issue in favour of its Agent Bank a counter-guarantee or an instrument of a similar nature (“similar instrument”) in consideration of their issuance of a Guarantee in favour of the Beneficiary, the obligation to indemnify the Bank as set out herein shall also extend to all liabilities, claims, demands, payments, actions and proceedings, expenses including legal costs on a full indemnity basis and losses of whatsoever nature, amount or description which may be made, taken or suffered by the Bank in relation to or arising out of such counter-guarantee / similar instrument as the Bank may have issued. Any ambiguity in the Guarantee or in my/our instructions to the Bank shall be resolved in the Bank’s favour;
14. that I/we irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its Agent Bank or any fees costs and expenses incurred by the Bank or its Agent Bank), they shall be borne by or chargeable to me/us and payable by me/us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of my/our accounts with the Bank for payment of the Bank’s commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of my/our application, this Agreement and the transactions contemplated thereunder;
15. that my/our liabilities to the Bank hereunder shall not be negated or reduced in any way in the event of any amendment or variation to the underlying transaction or documents relating thereto or any other matter;
16. that the words “the Guarantee” shall, where applicable, include all guarantees, bonds and undertakings issued by the Bank or the Agent Bank and counter indemnities, counter guarantees and undertakings given by the Bank to the Agent Bank and all fresh guarantees, bonds, counter indemnities, counter guarantees and undertakings issued or given from time to time and any renewal of all such guarantees, bonds, counter indemnities, counter guarantees and undertakings whenever issued or given and all subsequent and further renewals of any such guarantees, bonds, counter indemnities, counter guarantees and undertakings and all increases and extensions in the amount of liability and all extensions of the period of guarantees, bonds, counter indemnities, counter guarantees and undertakings and all changes, alterations, modifications and amendments of the terms and conditions of any such guarantees, bonds, counter indemnities, counter guarantees and undertakings;
17. that my/our obligations and liabilities hereunder are irrevocable and shall remain in full force and effect until the receipt of written notice from the beneficiary of the Guarantee that the Bank is released from all liability under the Guarantee or until the period of limitations (under the governing law of the Guarantee) with respect to the beneficiary’s right to claim under the Guarantee has lapsed and the Bank’s liability thereunder is fully discharged to the Bank’s satisfaction;
18. I/we shall not be released, relieved or discharged from any of my/our obligations under this Agreement nor shall any such obligations be prejudiced or affected by any reason.
19. the Bank and its Agent Bank shall not be liable to me/us for, and the Bank’s right to reimbursement, indemnity, and any other payments under this Agreement shall not be impaired by :-
    1. any delay in paying the amount demanded from the Bank and its Agent Bank by the Beneficiary and/or any other person under and/or in connection with the Guarantee or counter-guarantee; or
    2. any recommendation, or failure to recommend, the inclusion or exclusion of any particular term or wording in the Guarantee or counter-guarantee; or
    3. honour of any demand under the Guarantee or counter-guarantee that does not strictly comply with its terms;
20. that words denoting the singular shall also include the plural and vice versa and if this Agreement is or purports to be signed or executed by or on behalf of more than one person the liability of each such person hereunder shall be joint and several and the bank is to be at liberty without thereby affecting the Bank’s rights hereunder to release discharge compound with or otherwise vary or agree to vary the liability under this Agreement of or make any other arrangements with any one or more of the undersigned;
21. I/we confirm that the issuance of the Guarantee in favour of a Beneficiary on behalf of the third party for my/our account is of Commercial benefit to me/us and I/we acknowledge that the Bank’s Issuance of the Guarantee is in reliance of my/our confirmation herein. I/we further confirm that I/we will not dispute the existence of such commercial benefit;
22. all moneys payable hereunder shall be paid to the Bank in full and free of any present or future taxes, levies, duties, charges, fees or withholdings and without set-off or counterclaim or any restriction, condition or deduction whatsoever;

23. that pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, I / we accept that the issuance of the Guarantee is subject to all Applicable Laws (defined herein) and that I / we shall at all times comply with all Applicable Laws in connection with the issuance of such Guarantee and I / we further represent and warrant that (a) I / we and the Bank will not be in breach of any Applicable Laws as a result of the issuance of the Guarantee or taking any other action directly or indirectly in connection with the issuance of such Guarantee; and (b) I / we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Guarantee in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

24. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 24A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.

This Clause 24 shall survive the termination of this Agreement.


24A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

25. By providing the details, including the personal data, of the persons authorised to collect the original of this bank guarantee, we confirm and undertake to OCBC Group, its business partners and agents ("the Bank") that we have obtained all necessary consents from such authorised person(s) for the Bank to collect, use, and disclose their personal data for the purposes of verifying their identity and contacting them to facilitate the release of the guarantee/s, and other reasonable purposes in accordance with the Bank's Data Protection Policy (www.ocbc.com/business-policies), including the transfer of such personal data to any relevant and necessary third parties outside of the jurisdiction in which the authorised person(s) reside, in compliance with applicable laws and regulations.

26. that certificates signed by any officer of the Bank submitted to me/ us as to the amount due or payable or owing or liable by me/us for the time being under this Agreement at any time shall be conclusive evidence, in the absence of fraud;

27. that in the event that the Guarantee is subject to and is to be governed by the laws of a jurisdiction other than the Republic of Singapore and should any demand(s) be subsequently be made under the Guarantee, I/we agree and authorise the Bank to then, and in its sole discretion, obtain an opinion from legal counsel on the validity and enforceability of the Guarantee, prior to the Bank or the Agent Bank making payment in accordance with such demand(s) and I/we further agree that I/we shall bear the entire cost of obtaining such an opinion and I/we shall indemnify the Bank against all actions, proceedings, damages, costs (including any legal costs on a full indemnity basis), claims, demands, expenses and losses whatsoever suffered by the Bank or the Agent Bank due to any delay in the payment of such demand(s) caused by the Bank having to obtain such an opinion;

28. that if the Bank agrees to accede to my/our request to renew the Guarantee and/or to amend/supplement the Guarantee, all the terms and conditions which govern the initial application for issuance of the Guarantee shall continue to apply in respect of the renewed/ amended/supplemented Guarantee. I/we acknowledge that the Bank have the sole discretion whether or not to renew, amend or supplement the Guarantee and that if the Bank do renew, amend or supplement the Guarantee, the Bank may impose any additional terms and charges the Bank deem fit and I/we agree to abide by such additional terms and to pay for such additional charges that the Bank may impose. I/we agree that in the event that I/we request for amendments or modifications to the terms of the renewed Guarantee, it is my/our duty to procure the written consent of the Beneficiary to such amendments, modifications or supplements and to furnish the Bank with satisfactory proof of the same;

29. that each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby;

30. that save as otherwise provided herein, a person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any terms herein; and

31. that this Agreement shall be governed by and construed in accordance with the laws of Singapore. I/we agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, I/we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by me/us against the Bank, I/we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. I/we agree to waive and do so waive any right vested on me/us by the laws of the jurisdiction in which I/we carry on business to challenge the validity or legality of any part of this provision.

GTF/BGApp/1024/02

In consideration of the Bank or any of its overseas branches or subsidiaries or its correspondent or agent bank (the “Agent Bank”) agreeing to issue or issuing on our behalf or for our account and on behalf of the third party referred to in our application a Standby Letter of Credit (“SBLC”) in favour of the Beneficiary, we (which term shall include our successors, permitted assigns and personal representatives) agree to the following terms and conditions:

1. we shall pay to the Bank on demand and without question all amount(s) under or in connection with the Standby Letter of Credit (including all charges, fees and interest due to the Bank), and without any deduction whatsoever and will provide the Bank with money to meet all payments made or to be made by the Bank or its Agent Bank. Any demand, notification or certificate given by the Bank specifying the moneys due and payable under or in connection with any of the provisions of this Agreement shall be conclusive and binding on us;
2. we shall hold the Bank and its Agent Bank free from any responsibility for
   1. any delay, mistake or omission that may happen in the transmission of the instructions or in the misinterpretation of such instructions,
   2. the correctness or genuineness of the documents submitted which on the face thereof appear to be in order,
   3. the loss or delay in forwarding of the documents or
   4. any error, neglect or default of any of the Bank’s Agent Bank;
3. that the Bank and its Agent Bank are entitled to make any payments and comply with any demands which may be claimed from or made upon the Bank or its Agent Bank under or in connection with the Standby Letter of Credit on or at any time after any first demand being made without any reference to or authority from us and without requiring proof that the amounts so demanded are or were due or inquiring into the validity, genuineness or accuracy of any document, certificate or statement received by or made to the Bank or its Agent Bank with respect to or under the Standby Letter of Credit and notwithstanding that we may dispute the validity of any such demands or payments or that, for any reason whatsoever the Bank or its Agent Bank was/is entitled to refuse to make any payment or that any such demands are made after the stated expiry date (if any) of the Standby Letter of Credit and we shall not at any time question or challenge the validity, legality or otherwise of any such payment by the Bank or its Agent Bank or deny any liability under this Agreement on the ground that such payment or any part thereof made by the Bank or its correspondence bank was not due or payable under or in connection with the Standby Letter of Credit on any demand made under or in connection with the Standby Letter of Credit or that the Bank or its correspondence bank could have resisted any claim thereof or on any other ground whatsoever and any payment made by the Bank or its correspondence bank on any demand made under or in connection with the guarantee shall be accepted by us as conclusive evidence that the Bank and its correspondence bank were liable to make such payment;
4. we shall pay interest on all amounts under or in connection with the Standby Letter of Credit at the rate fixed by the Bank from time to time and such interest shall accrue from date of payment by the Bank of such amounts and, if not paid, shall accumulate by way of compound interest with monthly rests;
5. we shall pay the Bank’s usual commission and all expenses and its Agent Bank’s charges, if any;
6. we shall pay the amount due or payable in the currency in which such amount is denominated at the prevailing rate of exchange at the date of payment (as determined by the Bank in its sole discretion), unless otherwise arranged;
7. the negotiation of the draft(s) drawn under the Standby Letter of Credit, if any, may at the Bank’s discretion be confined to branches of Oversea-Chinese Banking Corporation Limited or its Agent Bank as the Bank deem fit;
8. we shall, at the Bank’s request, effect in the Bank’s favour such security as the Bank may require from time to time and in connection with this Agreement and execute, complete and deliver to the Bank such documentation, and perform such other acts, as the Bank may require from time to time;
9. the Bank is under no responsibility or liability to ensure the accuracy , correctness, legality or completeness of the form/text of the Standby Letter of Credit. We are fully aware of the contents of the SBLC and the consequences thereof and we agree that we would not at any time deny liability hereunder on the basis that the Bank has a duty to advise and failed to do so. Where the translation of the SBLC is forwarded by us or the Beneficiary to the Bank (whether translated by us or otherwise or any other party), we confirm that we shall bear the risk of such translation and shall at all times keep the Bank fully and completely indemnified from and against all liability, claims and demands, actions and proceeds, losses and expenses including but not limited to all legal costs on a full indemnity basis which may be incurred by the Bank and all bank charges, costs, disbursements, expenses and other liabilities of whatsoever nature or description which may be made or taken or suffered by the Bank in relation to or arising out of such transaction;
10. in addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at its discretion and without notice to us earmark, debit, set-off or transfer any sum or sums standing to the credit of our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of the Standby Letter of Credit. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand;
11. we shall indemnify the Bank and keep the Bank fully and completely indemnified from and against all liabilities actions, proceedings, damages, costs (including legal costs on a full indemnity basis), payments, claims, demands, expenses or losses of whatsoever nature, amount or description which the Bank or its Agent Bank may suffer, incur or sustain in relation to or arising out of this Agreement or the Standby Letter of Credit, any amendments thereto, modifications thereof and any letter or documents made supplemental thereto or in consequence thereof;
12. that if at any time, the Bank requires the provision of collateral, we shall on demand pay to the Bank forthwith, by way of cash collateral (or such other collateral that is in all respects acceptable to the Bank) an amount equivalent to the Bank's or its Agent Bank’s maximum actual and/or contingent liability under or in connection with the Standby Letter of Credit, counter-guarantee or counter-indemnity and the Bank shall be entitled to place the cash collateral into a suspense account and this sum shall be held by the Bank and applied towards the discharge of all our obligations to the Bank in connection with the Standby Letter of Credit and/or under this Agreement and the Bank shall repay us without interest as and to the extent that our obligations to the Bank under this Agreement are reduced or otherwise discharged or terminated;
13. if, for any reason, any payment under or in connection with the Standby Letter of Credit or this Agreement is made in a currency (the “currency of payment”) other than the currency in which such payment is expressed to be due under or in connection with this Agreement (the “currency of obligation”) then, to the extent that the amount of such payment actually received by the Bank, when converted into the currency of obligation, at the rate of exchange, falls short of the amount due under or in connection with this Agreement, we, as a separate and independent obligation, shall indemnify the Bank and hold the Bank harmless against the amount of such shortfall. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
14. that in the event the Bank is instructed to issue in favour of its Agent Bank a counter standby letter of credit or counter-guarantee or an instrument of a similar nature (“similar instrument”) in consideration of their issuance of a Standby Letter of Credit in favour of the Beneficiary, the obligation to indemnify the Bank as set out herein shall also extend to all liabilities, claims, demands, payments, actions and proceedings, expenses including legal costs on a full indemnity basis and losses of whatsoever nature, amount or description which may be made, taken or suffered by the Bank in relation to or arising out of such counter standby letter of credit / guarantee / similar instrument as the Bank may have issued. Any ambiguity in the Standby Letter of Credit or in our instructions to the Bank shall be resolved in the Bank’s favour;
15. we irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its Agent Bank or any fees costs and expenses incurred by the Bank or its Agent Bank), they shall be borne by or chargeable to us and payable by us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of our accounts with the Bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of our application, this Agreement and the transactions contemplated thereunder;
16. our liability to indemnify the Bank hereunder shall not be negated or reduced in any way in the event of any amendment or variation to the underlying transaction or documents relating thereto;
17. our obligations and liabilities hereunder are irrevocable and shall remain in full force and effect until the SBLC issued by the Bank is expired or duly released and discharged by the Beneficiary and the Bank’s liability thereunder is fully discharged to its satisfaction or until the period of limitation (under the governing law of the Standby Letter of Credit) with respect to the Beneficiary's right to claim under the Standby Letter of Credit has lapsed and the Bank's liability thereunder is fully discharged to the Bank's satisfaction;
18. we shall not be released, relieved or discharged from any of our obligations under this Agreement nor shall any such obligations be prejudiced or affected by any reason.
19. The Bank and its Agent Bank shall not be liable to us for, and the Bank’s right to reimbursement, indemnity, and any other payments under this Agreement shall not be impaired by :-
    1. any delay in paying the amount demanded from the Bank or its Agent Bank by the Beneficiary and/or any other person under and/or in connection the Standby Letter of Credit or counter-guarantee; or
    2. any recommendation, or failure to recommend, the inclusion or exclusion of any particular term or wording in the Standby Letter of Credit or counter-guarantee; or
    3. honour of any demand under the Standby Letter of Credit or counter-guarantee that does not strictly comply with its terms;
20. words denoting the singular shall also include the plural and vice versa and if this Agreement is or purports to be signed or executed by or on behalf of more than one person the liability of each such person hereunder shall be joint and several and the bank is to be at liberty without thereby affecting the Bank's rights hereunder to release discharge compound with or otherwise vary or agree to vary the liability under this Agreement of or make any other arrangements with any one or more of the undersigned;
21. we confirm that the issuance of the Standby Letter of Credit in favour of a Beneficiary on behalf of the third party for our account is of commercial benefit to us and we acknowledge that the Bank’s issuance of the Standby Letter of Credit is in reliance of our confirmation herein. We further confirm that we will not dispute the existence of such commercial benefit;
22. all moneys payable hereunder shall be paid to the Bank in full and free of any present or future taxes, levies, duties, charges, fees or withholdings and without set-off or counterclaim or any restriction, condition or deduction whatsoever;

23. pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, we accept that all transactions contemplated herein (including, without limitation, the issuance of the Standby Letter of Credit) are subject to all Applicable Laws (defined herein) and that we shall at all times comply with all Applicable Laws in connection with such transactions and we further represent and warrant that (a) we and the Bank will not be in breach of any Applicable Laws as a result of entering into and/or executing any of the transactions contemplated herein or taking any other action directly or indirectly in connection with such transactions; and (b) we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Standby Letter of Credit and/or any other transaction contemplated herein in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.

24. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with the Bank to
    
    1. the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
    2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
    3. any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities,
    4. any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 24A,
    5. any insurers with whom insurance cover is taken out in connection with our application, and
    6. any third party for use in connection with the provision of Bank’s products or services.

This Clause 24 shall survive the termination of this Agreement.

24A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.
25. By providing the details, including the personal data, of the persons authorised to collect the original of this bank guarantee, we confirm and undertake to OCBC Group, its business partners and agents ("the Bank") that we have obtained all necessary consents from such authorised person(s) for the Bank to collect, use, and disclose their personal data for the purposes of verifying their identity and contacting them to facilitate the release of the guarantee/s, and other reasonable purposes in accordance with the Bank's Data Protection Policy (www.ocbc.com/business-policies), including the transfer of such personal data to any relevant and necessary third parties outside of the jurisdiction in which the authorised person(s) reside, in compliance with applicable laws and regulations.

26. certificates signed by any officer of the Bank submitted to us as to the amount due or payable or owing or liable by us for the time being under this Agreement at any time shall be conclusive evidence, in the absence of fraud;

27. in the event that the SBLC is subject to and is to be governed by the laws of a jurisdiction other than the Republic of Singapore and should any demand(s) be subsequently be made under the SBLC, we agree and authorise the Bank to then, and in its sole discretion, obtain an opinion from legal counsel on the validity and enforceability of the SBLC, prior to the Bank or any other person making payment in accordance with such demand(s) and we further agree that we shall bear the entire cost of obtaining such an opinion and we shall indemnify the Bank against all actions, proceedings, damages, costs (including any legal costs on a full indemnity basis), claims, demands, expenses and losses whatsoever suffered by the Bank or any other person due to any delay in the payment of such demand(s) caused by the Bank having to obtain such an opinion;

28. that if the Bank agree to accede to our request to renew the Standby Letter of Credit and/or to amend/supplement the Standby Letter of Credit, all the terms and conditions which govern the initial application for issuance of the Standby Letter of Credit shall continue to apply in respect of the renewed/amended/supplemented Standby Letter of Credit. we acknowledge that the Bank has the sole discretion whether or not to renew, amend or supplement the Standby Letter of Credit and that if the Bank does renew, amend or supplement the Standby Letter of Credit, the Bank may impose any additional terms and charges the Bank deems fit and we agree to abide by such additional terms and to pay for such additional charges that the Bank may impose. We agree that in the event that we request for amendments or modifications to the terms of the renewed Standby Letter of Credit, it is our duty to procure the written consent of the Beneficiary to such amendments, modifications or supplements and to furnish the Bank with satisfactory proof of the same;

29. that each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby;

30. Save as otherwise provided herein, a person who is not a party to the terms herein has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein; and

31. This Agreement shall be governed by and construed in accordance with the laws of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/SBLC/1024/02

1. In consideration of your agreeing to negotiate/accept/pay/incur a deferred payment undertaking/advance/prepay (collectively, 'negotiate') documents presented under the Letter of Credit notwithstanding discrepancies between the documents presented and the terms of the Letter of Credit, namely: and any other discrepancies whether or not the same be stated above, we hereby agree to indemnify you and hold you harmless from and against all liabilities, losses, costs (including legal costs on a full indemnity basis), damages, interest, charges, expenses, claims and demands whatsoever that may be incurred, sustained or paid by you or your agents by reason of or on account of your having so negotiated the documents presented hereunder notwithstanding the discrepancies. Such negotiation shall always be with full recourse to us should you not be reimbursed by the issuing or confirming bank for any reason whatsoever. We hereby assign to you all our rights under the Letter of Credit including any rights of suit against the issuing and/or confirming bank and further confirm that you may name us as the sole plaintiff or as a co-plaintiff in any proceedings which you may commence against any party to recover your losses. We shall take all steps considered by you to be necessary in any such proceedings, including (without limitation) procuring the attendance of witnesses for meetings and hearings (including trials and arbitration) as well as discovery of documents. We shall endorse or procure to be endorsed in your favour or to your order all bills of lading and insurance policies pertaining to the goods, the purchase of which is financed by the abovementioned Letter of Credit. We hereby irrevocably instruct you to inform the issuing/confirming bank that you have negotiated the documents and we undertake to fully waive any and all defences that may be available to us should you invoke your rights hereunder.

2. We hereby authorise you, your branches and correspondents to give the drawees such indemnity against all losses and consequences arising from such discrepancies as may be required in order to obtain acceptance and/or payment of our documents. We further agree to refund to you on demand the value of the above-mentioned documents including interest and any charges in the event of the non-acceptance or non-payment thereof and we hereby undertake to hold you harmless and indemnify you from and against all losses, costs, damages, interest, charges, expenses, claims and demands attributable to or which you may incur or sustain by reason of or on account of your having so given such indemnity or indemnities or by reason of or on account of any of your branches or correspondents having given such indemnity or indemnities at your request or otherwise. If we are more than one person, we confirm that our liabilities hereunder shall be joint and several.

3. We irrevocably consent to the disclosure by you, your officers, agents and overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposit with you to

1. your head office, any of your representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates,
2. any regulatory or supervisory authority including fiscal authority in any jurisdiction,
3. any of your potential assignee or any other participant in any of your rights and/or obligations in relation to our facilities,
4. any guarantors, third party pledgors or security providers and your agents, independent contractors and any of the entities referred to in Clause 4,
5. any insurers with whom insurance cover is taken out in connection with our application, and
6. any third party for use in connection with the provision of Bank’s products or services.

This Clause 3 shall survive the termination of this Indemnity.

4. We agree that you may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with you, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as you in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Indemnity  and/or (ii) various functions or operations in connection with your business.

5. This Indemnity shall be binding upon our personal representatives, successors and permitted assigns. In the event of any inconsistency between the provisions herein and those of UCP 600, the former shall always prevail and the inconsistent provisions (or part thereof) of UCP 600 are deemed to be expressly excluded.

6. A person who is not a party to any agreement governed by this Indemnity for Export Negotiation has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of the terms and conditions herein. This Indemnity shall be governed by and construed in accordance with the laws of the Republic of Singapore. We agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by us against the Bank, we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. We agree to waive and do so waive any right vested on us by the laws of the jurisdiction in which we carry on business to challenge the validity or legality of any part of this provision.

GTF/NGIndem/1024/02

In consideration of the Bank or any of its overseas branches or subsidiaries or its correspondent or agent bank (the “Agent Bank”) agreeing to issue or issuing on my/our behalf or for my/our account and on behalf of the third party referred to in my/our application the guarantee/performance bond/bid bond/undertaking (“the Guarantee”) in favour of the Beneficiary, I/we (which term shall include our successors, permitted assigns and personal representatives) agree to the following terms and conditions:

1. I/we shall pay to the Bank on demand and without question all amount(s) under or in connection with the Guarantee (including all charges, fees and interest due to the Bank), and without any deduction whatsoever and will provide the Bank with money to meet all payments made or to be made by the Bank or its Agent Bank. Any demand, notification or certificate given by the Bank specifying the moneys due and payable under or in connection with any of the provisions of this Agreement shall be conclusive and binding on me/us;
2. I/we shall hold the Bank and its Agent Bank free from any responsibility for (a) any delay, mistake or omission that may happen in the transmission of the instructions or in the misinterpretation of such instructions, (b) the correctness or genuineness of the documents submitted which on the face thereof appear to be in order, (c) the loss or delay in forwarding of the documents or (d) any error, neglect or default of any of the Bank’s Agent Bank;
3. that the Bank and the Agent Bank are entitled to make any payments and comply with any demands which may be claimed from or made upon the Bank or the Agent Bank under or in connection with the Guarantee on or at any time after any first demand being made without any reference to or authority from me/us and without requiring proof that the amounts so demanded are or were due or inquiring into the validity, genuineness or accuracy of any document, certificate or statement received by or made to the Bank or the Agent Bank with respect to or under the Guarantee and notwithstanding that I/we may dispute the validity of any such demands or payments or that, for any reason whatsoever the Bank or the Agent Bank was/is entitled to refuse to make any payment or that any such demands are made after the stated expiry date (if any) of the Guarantee and I/we shall not at any time question or challenge the validity, legality or otherwise of any such payment by the Bank or the Agent Bank or deny any liability under this Agreement on the ground that such payment or any part thereof made by the Bank or the Agent Bank was not due or payable under or in connection with the Guarantee on any demand made under or in connection with the Guarantee or that the Bank or the Agent Bank could have resisted any claim thereof or on any other ground whatsoever and any payment made by the Bank or the Agent Bank on any demand made under or in connection with the guarantee shall be accepted by me/us as conclusive evidence that the Bank and the Agent Bank were liable to make such payment;
4. I/we shall pay interest on all amounts under or in connection with the Guarantee at the rate fixed by the Bank from time to time and such interest shall accrue from date of payment by the Bank of such amounts and, if not paid, shall accumulate by way of compound interest with monthly rests;
5. to pay the Bank’s usual commission and all expenses and its Agent Bank’s charges, if any;
6. I/we shall pay the amount due or payable in the currency in which such amount is denominated at the prevailing rate of exchange at the date of payment (as determined by the Bank in its sole discretion), unless otherwise arranged;
7. I/we shall, at the Bank’s request, effect in the Bank’s favour such security as the Bank may require from time to time and in connection with this Agreement and execute, complete and deliver to the Bank such documentation, and perform such other acts, as the Bank may require from time to time;
8. the Bank is under no responsibility or liability to ensure the accuracy, correctness, legality or completeness of the form/text of the Guarantee. I/we am/are fully aware of the contents of the Guarantee and the consequences thereof and I/we agree that I/we would not at any time deny liability hereunder on the basis that the Bank has a duty to advise and failed to do so. Where the translation of the Guarantee is forwarded by me/us or the beneficiary named overleaf to the Bank (whether translated by me/us or otherwise or any other party), I/we confirm that I/we shall bear the risk of such translation and shall at all times keep the Bank fully and completely indemnified from and against all liability, claims and demands, actions and proceeds, losses and expenses including but not limited to all legal costs on a full indemnity basis which may be incurred by the Bank and all bank charges, costs, disbursements, expenses and other liabilities of whatsoever nature or description which may be made or taken or suffered by the Bank in relation to or arising out of such transaction;
9. that in addition to any general lien, right of set-off or any other right to which the Bank may be entitled by law or contract, the Bank may at any time at its discretion and without notice to me/us earmark, debit, set-off or transfer any sum or sums standing to the credit of my / our account from time to time (including any fixed deposit account, notwithstanding that any deposit on such fixed deposit account has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any monies or liabilities (whether actual or contingent) due or owing to the Bank under or in connection with or in respect of the Guarantee. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand;
10. to indemnify the Bank from and against all claims, actions, proceedings, liabilities, damages, losses, costs and expenses (including any legal costs on a full indemnity basis) that the Bank may incur in connection with the Guarantee, or in enforcing or attempting to enforce the Bank’s rights under this Agreement), which the Bank or the Agent Bank or both may suffer, incur or sustain by reason or on account of the Bank or the Agent Bank having given the Guarantee or in connection with the Guarantee including any counter indemnity or counter guarantee or undertaking given to the Agent Bank and renewals thereof and other undertakings, as well as against my/our liability for every payment which the Bank may make or be called upon to make pursuant to or in connection with the Guarantee. Without prejudice to the foregoing, I/we will pay the Bank forthwith on demand without proof or condition all sums which the Bank or the Agent Bank shall pay or be liable for or called upon to pay under or in connection with the Guarantee or the counter-guarantee or counter indemnity as well as interest on all amounts so paid from the date such amounts are paid until I/we reimburse or pay the Bank in full at such rate or rates as may from time to time be fixed or determined by the Bank with monthly rests;
11. that if at any time, the Bank requires the provision of collateral, I/we shall on demand pay to the Bank forthwith, by way of cash collateral (or such other collateral that is in all respects acceptable to the Bank) an amount equivalent to the Bank’s or Agent Bank’s maximum actual and/or contingent liability under or in connection with the Guarantee, counter-guarantee or counter-indemnity and the Bank shall be entitled to place the cash collateral into a suspense account and this sum shall be held by the Bank and applied towards the discharge of all my/our obligations to the Bank in connection with the Guarantee and/or under this Agreement and the Bank shall repay me/us without interest as and to the extent that my/our obligations to the Bank under this Agreement are reduced or otherwise discharged or terminated;
12. that if, for any reason, any payment under or in connection with the Guarantee or this Agreement is made in a currency (the “currency of payment”) other than the currency in which such payment is expressed to be due under or in connection with the Guarantee or this Agreement (the “currency of obligation”) then, to the extent that the amount of such payment actually received by the Bank, when converted into the currency of obligation, at the rate of exchange, falls short of the amount due under or in connection with this Agreement, I/we, as a separate and independent obligation, shall indemnify the Bank and hold the Bank harmless against the amount of such shortfall. Any and all currency conversions shall be at the Bank’s prevailing foreign exchange rate unless otherwise arranged beforehand.
13. that in the event the Bank is instructed to issue in favour of its Agent Bank a counter-guarantee or an instrument of a similar nature (“similar instrument”) in consideration of their issuance of a Guarantee in favour of the Beneficiary, the obligation to indemnify the Bank as set out herein shall also extend to all liabilities, claims, demands, payments, actions and proceedings, expenses including legal costs on a full indemnity basis and losses of whatsoever nature, amount or description which may be made, taken or suffered by the Bank in relation to or arising out of such counter-guarantee / similar instrument as the Bank may have issued. Any ambiguity in the Guarantee or in my/our instructions to the Bank shall be resolved in the Bank’s favour;
14. that I/we irrevocably and unconditionally undertake and agree that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable to the Bank or its Agent Bank or any fees costs and expenses incurred by the Bank or its Agent Bank), they shall be borne by or chargeable to me/us and payable by me/us to the Bank on demand in addition to all other monies payable to the Bank and the Bank is entitled to debit any of my/our accounts with the Bank for payment of the Bank’s commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes under or in connection with or in respect of my/our application, this Agreement and the transactions contemplated thereunder;
15. that my/our liabilities to the Bank hereunder shall not be negated or reduced in any way in the event of any amendment or variation to the underlying transaction or documents relating thereto or any other matter;
16. that the words “the Guarantee” shall, where applicable, include all guarantees, bonds and undertakings issued by the Bank or the Agent Bank and counter indemnities, counter guarantees and undertakings given by the Bank to the Agent Bank and all fresh guarantees, bonds, counter indemnities, counter guarantees and undertakings issued or given from time to time and any renewal of all such guarantees, bonds, counter indemnities, counter guarantees and undertakings whenever issued or given and all subsequent and further renewals of any such guarantees, bonds, counter indemnities, counter guarantees and undertakings and all increases and extensions in the amount of liability and all extensions of the period of guarantees, bonds, counter indemnities, counter guarantees and undertakings and all changes, alterations, modifications and amendments of the terms and conditions of any such guarantees, bonds, counter indemnities, counter guarantees and undertakings;
17. that my/our obligations and liabilities hereunder are irrevocable and shall remain in full force and effect until the receipt of written notice from the beneficiary of the Guarantee that the Bank is released from all liability under the Guarantee or until the period of limitations (under the governing law of the Guarantee) with respect to the beneficiary’s right to claim under the Guarantee has lapsed and the Bank’s liability thereunder is fully discharged to the Bank’s satisfaction;
18. I/we shall not be released, relieved or discharged from any of my/our obligations under this Agreement nor shall any such obligations be prejudiced or affected by any reason.
19. the Bank and its Agent Bank shall not be liable to me/us for, and the Bank’s right to reimbursement, indemnity, and any other payments under this Agreement shall not be impaired by :-
    1. any delay in paying the amount demanded from the Bank and its Agent Bank by the Beneficiary and/or any other person under and/or in connection with the Guarantee or counter-guarantee; or
    2. any recommendation, or failure to recommend, the inclusion or exclusion of any particular term or wording in the Guarantee or counter-guarantee; or
    3. honour of any demand under the Guarantee or counter-guarantee that does not strictly comply with its terms;
20. that words denoting the singular shall also include the plural and vice versa and if this Agreement is or purports to be signed or executed by or on behalf of more than one person the liability of each such person hereunder shall be joint and several and the bank is to be at liberty without thereby affecting the Bank’s rights hereunder to release discharge compound with or otherwise vary or agree to vary the liability under this Agreement of or make any other arrangements with any one or more of the undersigned;
21. I/we confirm that the issuance of the Guarantee in favour of a Beneficiary on behalf of the third party for my/our account is of Commercial benefit to me/us and I/we acknowledge that the Bank’s Issuance of the Guarantee is in reliance of my/our confirmation herein. I/we further confirm that I/we will not dispute the existence of such commercial benefit;
22. all moneys payable hereunder shall be paid to the Bank in full and free of any present or future taxes, levies, duties, charges, fees or withholdings and without set-off or counterclaim or any restriction, condition or deduction whatsoever;
23. that pursuant to any sanctions now and from time to time imposed by the United States of America, the European Union, the United Nations and/or any other regulatory or supervisory authority or body, the Bank shall not examine, accept, reject, discount or otherwise handle or deal with any documents, shipments, goods, payments and/or transactions in connection therewith that may relate, whether directly or indirectly, to any sanctioned countries, persons and/or parties. Accordingly, any presentation that may violate any of the aforesaid sanctions and/or applicable laws giving effect to the same may be rejected at the Bank’s sole discretion without any liability whatsoever on the Bank’s part. Without prejudice to the generality of the foregoing, I / we accept that the issuance of the Guarantee is subject to all Applicable Laws (defined herein) and that I / we shall at all times comply with all Applicable Laws in connection with the issuance of such Guarantee and I / we further represent and warrant that (a) I / we and the Bank will not be in breach of any Applicable Laws as a result of the issuance of the Guarantee or taking any other action directly or indirectly in connection with the issuance of such Guarantee; and (b) I / we shall comply with all applicable export laws, restrictions, and regulations of any Singapore or foreign agency or authority and will not export or re-export, or allow or authorise the export or re-export of, any commodity, product, technology or other asset(s) pursuant to transaction(s) which form the subject matter of the Guarantee in violation of any such laws, restrictions or regulations. For the purpose of this Agreement: (i) “Applicable Laws” means, with respect to any person, any and all applicable constitutions, treaties, conventions, statutes, laws, by-laws, regulations, ordinances, codes, rules, rulings, judgments, rules of common law, orders, decrees, awards, injunctions or any form of decisions, determinations or requirements of or made or issued by, governmental, statutory, regulatory, administrative, supervisory or judicial authorities or bodies (including without limitation, any relevant stock exchange or securities council) or any court, arbitrator or tribunal with competent jurisdiction, regardless of jurisdiction, as amended or modified from time to time, and to which such person is subject, including without limitation such of the foregoing as relates to anti-money laundering and counter-financing of terrorism; (ii) words importing persons shall include firms, corporations, partnerships, sole proprietors, consortiums, societies, associations, business units and such other organisations set up solely for business purposes; and (iii) any reference to a statute, statutory provision, law, by-laws, regulation, rule, decree, directive, statutory instrument or order includes a reference to any amendment, modification, consolidation, replacement or re-enactment of it for the time being in force and all statutes, statutory provisions, laws, by-laws, regulations, rules, decrees, directives, statutory instruments or orders made or issued pursuant to it.
24. We irrevocably consent to the disclosure by the Bank, the Bank’s officers, agents and the Bank’s overseas branches, in any manner howsoever, of any account information relating to us including but not limited to details of our facilities, the securities taken, our credit balances and deposits with the Bank to (i) the Bank’s head office, any of the Bank’s representatives, documents checking and processing centres and branch offices in any jurisdiction, affiliates, (ii) any regulatory or supervisory authority including fiscal authority in any jurisdiction, (iii) any potential assignee of the Bank or any other participant in any of the Bank’s rights and/or obligations in relation to our facilities, (iv) any guarantors, third party pledgors or security providers and the Bank’s agents, independent contractors and any of the entities referred to in Clause 24A, (v) any insurers with whom insurance cover is taken out in connection with our application, and (vi) any third party for use in connection with the provision of Bank’s products or services.

This Clause 24 shall survive the termination of this Agreement.

24A. We agree that the Bank may, from time to time, delegate, subcontract, outsource or otherwise appoint its related corporations (together with the Bank, the “OCBC Group”) or any independent contractor, agent or other person (including any intermediary or partner bank) wheresoever located which provides any service (including administration, information technology, payment, securities clearance, credit investigation or debt collection service) or product to or on behalf of any member of the OCBC Group (collectively, the “Third Party”) on such terms as the Bank in its sole and absolute discretion deems fit (including that such members of the OCBC Group or Third Party may further delegate, subcontract, outsource or otherwise appoint any other person) to perform: (i) any of its obligations under this Agreement  and/or (ii) various functions or operations in connection with the Bank's business.

25. By providing the details, including the personal data, of the persons authorised to collect the original of this bank guarantee, we confirm and undertake to OCBC Group, its business partners and agents ("the Bank") that we have obtained all necessary consents from such authorised person(s) for the Bank to collect, use, and disclose their personal data for the purposes of verifying their identity and contacting them to facilitate the release of the guarantee/s, and other reasonable purposes in accordance with the Bank's Data Protection Policy (www.ocbc.com/business-policies), including the transfer of such personal data to any relevant and necessary third parties outside of the jurisdiction in which the authorised person(s) reside, in compliance with applicable laws and regulations.

26. that certificates signed by any officer of the Bank submitted to me/ us as to the amount due or payable or owing or liable by me/us for the time being under this Agreement at any time shall be conclusive evidence, in the absence of fraud;

27. that in the event that the Guarantee is subject to and is to be governed by the laws of a jurisdiction other than the Republic of Singapore and should any demand(s) be subsequently be made under the Guarantee, I/we agree and authorise the Bank to then, and in its sole discretion, obtain an opinion from legal counsel on the validity and enforceability of the Guarantee, prior to the Bank or the Agent Bank making payment in accordance with such demand(s) and I/we further agree that I/we shall bear the entire cost of obtaining such an opinion and I/we shall indemnify the Bank against all actions, proceedings, damages, costs (including any legal costs on a full indemnity basis), claims, demands, expenses and losses whatsoever suffered by the Bank or the Agent Bank due to any delay in the payment of such demand(s) caused by the Bank having to obtain such an opinion;

28. that if the Bank agrees to accede to my/our request to renew the Guarantee and/or to amend/supplement the Guarantee, all the terms and conditions which govern the initial application for issuance of the Guarantee shall continue to apply in respect of the renewed/ amended/supplemented Guarantee. I/we acknowledge that the Bank have the sole discretion whether or not to renew, amend or supplement the Guarantee and that if the Bank do renew, amend or supplement the Guarantee, the Bank may impose any additional terms and charges the Bank deem fit and I/we agree to abide by such additional terms and to pay for such additional charges that the Bank may impose. I/we agree that in the event that I/we request for amendments or modifications to the terms of the renewed Guarantee, it is my/our duty to procure the written consent of the Beneficiary to such amendments, modifications or supplements and to furnish the Bank with satisfactory proof of the same;

29. that each of the provisions of this Agreement shall be several and distinct from one another. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby;

30. that save as otherwise provided herein, a person who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any terms herein; and

31. that this Agreement shall be governed by and construed in accordance with the laws of Singapore. I/we agree to submit to the non-exclusive jurisdiction of the courts in Singapore in respect of any disputes arising out of or in connection with this Agreement. Without prejudice to the foregoing, I/we undertake not to commence proceedings or suits against the Bank in the courts of any other jurisdiction. In the event of any proceedings or suits commenced by me/us against the Bank, I/we agree that Singapore Courts shall have exclusive jurisdiction in respect of any disputes arising out of or in connection with this Agreement. I/we agree to waive and do so waive any right vested on me/us by the laws of the jurisdiction in which I/we carry on business to challenge the validity or legality of any part of this provision.

32. I/We hereby authorise you, at time to time, at your absolute discretion and in such manner and time as you deem fit, to debit our Account (the "Account") for the Guaranteed Sum, which is equivalent to the Guaranteed Sum (converted based on your spot exchange rate) by way of payment in advance of all costs and liabilities which you or your agents may incur from time to time in relation to or in respect of the BG (which may be amended or supplemented from to time at your request) including, without limitation, the amount of any and all sums which you or your agents may pay or be required to pay to the Beneficiary pursuant to the terms of the BG (as amended or supplemented from time to time) and the amount of all charges including processing fee, commission and interest accrued in relation to the issue of the BG (as amended or supplemented from time to time). For the avoidance of doubt, you may rely on our foregoing debit authorization at any time, to debit our Account for any of the aforementioned costs, liabilities and amount. The advance payment is an absolute and unconditional payment and you shall not be obliged, under any circumstances whatsoever, to refund the same to us. You shall also not be obliged to place the advance payment on deposit or to otherwise set aside the advance payment on our account, and we confirm that we shall have no further title, interests, rights or benefits to the moneys comprised in the advance payment. However, in the event that the BG expires in accordance with the terms therein without you having paid all or part of the Guaranteed Sum to the Beneficiary and you are satisfied that all your liabilities under the BG are fully discharged, you will pay to us a sum equivalent to such proportion of the advance payment relating to such part of the Guaranteed Sum which is unpaid (converted based on your spot exchange rate), less all your applicable charges, commission and fees. For avoidance of doubt, the advance payment shall not discharge or otherwise affect any other claims for reimbursement, repayment, interest, expenses and/or costs that you have or will have against us in respect of any other documents or instrument which you have issued or will issue at our request, or in respect of any credit or banking facilities or other accommodation which you have granted or will grant to us or any other transaction which you have entered or will enter with us.