Deed Of Assignment Sample 1k4x3d

(INDIV/COMPANY/LLP & 1ST /3RD PARTY) (WEST & EAST MALAYSIA) DEED OF ASSIGNMENT (PROPERTY) THIS DEED OF ASSIGNMENT is made the date and year set out in Section 1 of the First Schedule hereto between:(1)

OVERSEA-CHINESE BANKING CORPORATION LIMITED, a company incorporated in the Republic of Singapore and having its ed office at 63 Chulia Street #10-00 OCBC Centre East Singapore 049514 ("the Bank"); and

(2)

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

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

As defined by the applicable Acts

“Acts”

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

“Agent For Service of Process”

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

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“Assignor(s)”

“Bank”

The person(s) described as “the Assignor(s)” in Section 4(a) of the First Schedule hereto. Where the Borrower(s) and the Assignor(s) are the same person, the expression “the Assignor(s)” shall be used interchangeably with the expression “the Borrower(s)”; Oversea-Chinese Banking Corporation Limited, a company incorporated in Singapore and having a place of business at the address set out in Section 3 of First Schedule;

“Borrower(s)”

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

“Business Day”

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

“Car Park”

The car park or car parks purchased by the Assignor(s) together or separately with its purchase of the Said Property;

“Charge”

The fixed land charge to be executed by the Assignor(s) in favour of the Bank pursuant to Section 6.05 hereof;

“Developer/Vendor”

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

“Events of Default”

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

“Facilities”

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

"Indebtedness"

"Late Payment /Excess Interest Rate"

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The respective interest rates applicable to the Facilities as stated in the relevant Letter of Offer and includes, where and when applicable, such other rates which the Bank may at any time and from time to time stipulate at its discretion;

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“Letter of Offer”

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

"Management Corporation"

The management corporation established under the applicable Act in relation to the building in which the Said Property is comprised;

“Management Fund"

The management fund as defined in the applicable Act;

"Month"

A calendar month;

"Original Purchaser(s)"

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

"Power of Attorney"

The power(s) of attorney executed by the Assignor(s) appointing the Bank as the Attorney and more particularly described in Section 6.02 herein;

"Proprietor"

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

“Related Companies”

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

"Sale and Purchase Agreement”

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

"Said Land"

That/Those piece(s) of land more particularly described in Section 8(b) of the First Schedule hereto;

"Said Property"

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

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"Security Documents"

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

"Security Parties"

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

" and Conditions"

The and Conditions Governing Malaysia Property Loans and includes any variations or supplements thereof;

"Year"

A calendar year.

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

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SECTION 2.03

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

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(g)

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

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(h)

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

(i)

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

(j)

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

SECTION 3.02

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

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

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

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

(c)

any other Event of Default shall occur.

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

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

(c)

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

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

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

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

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

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

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

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

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

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

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(b)

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

(c)

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

(d)

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

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

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

(c)

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

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

(d)

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

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

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

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

THIRDLY

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

FOURTHLY

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

FIFTHLY

in or towards payment to the Bank of the Borrower(s)’ and/or the Assignor(s)’ liabilities to the Bank (whether present, future, contingent, primary, secondary, collateral, secured or unsecured, several or t) under any other agreement or contract with the Bank and all such monies available under this premise are specifically held in trust for the Bank for the satisfaction of such liabilities; and

SIXTHLY

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

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

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SECTION 9.07 CUMULATIVE REMEDIES The remedies provided herein are cumulative and not exclusive of any other remedies provided by law. SECTION 9.08 ENQUIRY BY THIRD PARTIES No person dealing with the Bank must shall be concerned to enquire whether the power exercised by the Bank under this Assignment has become exercisable or see to the application of any money paid to the Bank. In the absence of fraud on the part of such person, such dealing shall be deemed to be valid and effectual and the remedy of the Assignor(s) in respect of any irregularity or impropriety whatsoever in the exercise of such power shall be in damages only. SECTION 10.01 OCCUPATION OF THE SAID PROPERTY AS A LICENSEE The Assignor(s) shall occupy the Said Property merely as a licensee of the Bank and by no other right and within seven (7) days after the Assignor(s)' licence to occupy the Said Property has been terminated pursuant to Section 9.01 hereof the Assignor(s) shall at the Assignor(s)' own cost and expense peaceably deliver immediate vacant possession of the Said Property to the Bank or to such other person as the Bank may direct. SECTION 10.02 COMPLIANCE WITH LAND TITLE CONDITIONS The Assignor(s) shall comply with and observe all laws, rules and regulations, conditions, restrictions and category of land use express or implied to be imposed upon the Said Property or to which the Said Property is to be subject. In default whereof it shall be lawful but not obligatory for the Bank on of and at cost of the Borrower(s) and/or the Assignor(s) to take such steps and measures necessary to ensure compliance. The Assignor(s) shall indemnify and keep indemnified the Bank against all losses, actions, costs, expenses, claims and demands in respect of any such act, matter or thing done or omitted to be done in contravention of the said provisions. SECTION 10.03 USE OF THE SAID PROPERTY The Assignor(s) shall not use the Said Property or any fixture or any building upon the Said Property for purposes other than those for which the same has been intended or permitted by its land use condition. Upon receipt of notice in writing from the Bank that in the opinion of the Bank any by the Assignor(s) of the Said Property or any structure or fixture thereon or any part thereof whether by reason of overcrowding or for any reason whatsoever is calculated to affect adversely the security of the Bank the Assignor(s) shall forthwith discontinue such use. SECTION 10.04 PAYMENTS OF OUTGOINGS The Assignor(s) shall at all times during the continuance of this security pay the quit rent, assessment, rates, taxes and all other outgoings whatsoever payable from time to time in respect of the Said Property as and when the same shall become due and payable and will produce to the Bank on demand all receipts for such payments. In default whereof it shall be lawful for but not obligatory upon the Bank to pay the same or any part thereof and such payment shall be for and on the of the Borrower(s) and/or the Assignor(s) and until payment thereof shall bear interest at the Late Payment/Excess Interest Rate from the date such monies having been paid or expended until full settlement (both before and after judgement or order) and shall be paid on demand made by the Bank. SECTION 10.05 INFORMATION ON MATTERS AFFECTING SECURITY The Assignor(s) shall inform the Bank of any application, demand, notice or order affecting the Said Property or any structure thereon forthwith upon the issue, publication, service or occurrence thereof (time being of the essence in respect hereof) and produce the same to the Bank. The Assignor(s) shall do all acts and take all steps necessary or expedient to safeguard and preserve the Said Property or any building, structure, fixture or other erection thereon or any part thereof or the title or ownership and agrees that the Bank may if it thinks fit and on behalf of or in the name and at the expense of the Borrower(s) and/or the Assignor(s) do all such acts and employ all such persons as the Bank may deem fit for the purpose of safeguarding and preserving the Said Property or any structure or fixture or other erection thereon. OCBC Bank Ltd, 2013

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SECTION 10.06 DEALINGS WITH SECURITY The Assignor(s) shall not transfer, sell, charge, assign or otherwise howsoever deal with the Said Property or any part thereof or any interest therein or permit any other charge, assignment, encumbrance, liability or lien whatsoever over the Said Property. The Assignor(s) shall not make any application for the alteration or imposition of new category of land use or for the surrender of the Said Property or any part thereof or any interest therein or for rescission, removal or amendment of any condition or restriction affecting the Said Property without the written consent of the Bank first had and obtained. SECTION 10.07 LEASING AND POSSESSION The Assignor(s) shall not lease or let out or agree to lease or let out or grant any licence or otherwise howsoever part with the possession of the Said Property or any building or any fixture or structure thereon or any part thereof without the prior consent in writing of the Bank which consent may be given or refused without asg any reason therefore or on such and conditions as the Bank deems fit and the decision of the Bank shall be final and conclusive. It is expressly agreed and declared that the provisions of Section 251 of the National Land Code and similar provision (if any) of the other Acts shall not apply to this Assignment. SECTION 10.08 REPAIRS The Assignor(s) shall at all times during the continuance of this security keep the Said Property clean and free from lallang and undergrowth and any building, structure or fixture now or at any time hereafter erected on or affixed to the Said Property in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Bank to employ labourers to upkeep the Said Property and carry out such repairs as the Bank may consider necessary at the cost and expense of the Assignor(s) and the Assignor(s) irrevocably grants to the Bank the right to enter into the Said Property PROVIDED HOWEVER that such act of the Bank or its agents shall not render the Bank liable as an assignee in possession. SECTION 10.09 MAINTENANCE The Assignor(s) shall not alter, pull down or remove any building, structure or fixture now or at any time hereafter erected on or affixed to the Said Property or any part thereof without the prior consent in writing of the Bank and shall forthwith replace or make good the same in the event of such alteration, pulling down or removal. In the event that the Bank shall give its consent, the Assignor(s) shall duly apply for all necessary permissions as required by law and will give the Bank immediate notice of such permissions if granted and the Assignor(s) will at all times indemnify and keep the Bank indemnified against all proceedings costs expense claims and demands whatsoever in respect of and arising out of any contravention by the Assignor(s) of such permission. The Assignor(s) shall complete the erection of such new building or additional structure or renovation in accordance with the approved plans and shall obtain a certificate of fitness for occupation not later than such date as the Bank may stipulate. SECTION 10.10 RIGHT OF INSPECTION & VALUATION (a) The Bank and its agents may at all reasonable times of the day to enter the Said Property and inspect the condition or repair and the works and construction (if any) thereon, the progress thereof and any relevant records and documents. If the Said Property is in disrepair or construction is delayed and the Bank enters and repairs the same or complete construction thereof it shall not be liable as an assignee in possession nor shall it be liable for any loss happening in or about the exercise or execution of any power conferred on the Bank as an assignee under this Assignment or by statute.

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(b)

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

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

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(b)

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

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

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

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

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

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(b)

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

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

(c)

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

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

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

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

SECTION 12.13 GENERAL LIEN The Assignor(s) covenant(s) and agree(s) that the Bank shall have a general lien over the Said Property and other securities notwithstanding the Facilities are repaid so long as the Borrower(s) and/or the Assignor (s) is/are still owing to the Bank (whether in respect of present, future, contingent, primary, secondary, collateral, secured or unsecured, several or t liabilities) under any . Such general lien shall continue to subsist until all sums owing by the Borrower(s) and/or the Assignor(s) under such other s have been fully paid. The Borrower(s) and/or the Assignor(s) further agree(s) that a statement of respecting such other s issued by the Bank shall be final and conclusive proof of the indebtedness under such other s of the Borrower save for manifest error. SECTION 12.14 BORROWING AND CHARGING POWERS Where any monies are owing and secured by this Assignment they shall be deemed to be so owing and so secured notwithstanding:(a) any legal limitation, incapacity or otherwise of the Borrower(s) in respect of the borrowing of the Facilities which might be a defence as between the Borrower(s) and the Bank; or (b) the Assignor(s)' power to assign or charge the Said Property; (c) any legal limitation in the power of any director attorney, partner, agent or other person purporting to act or acting on behalf of the Borrower(s) and/or the Assignor(s) or any other irregularity in such borrowing or the incurring of such liabilities. SECTION 12.15 (a)

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

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(b)

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

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

CHANGES IN LAW AND CIRCUMSTANCES

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

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

DISCLOSURE

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

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website.

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

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

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

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

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

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IN WITNESS WHEREOF the hand of the authorised signatory of the Bank and the hand/Common Seal of the Assignor(s) are set /affixed respectively on this Assignment. The Bank Signed by       as the Attorney of Oversea-Chinese Banking Corporation Limited in the presence of:-

] ] ] ] ]

_______________________________ Witness Name :       *NRIC No./port No :       Country of Issue :       The Assignor(s) [*Where the Assignor is a company – execution under common seal] *The Common Seal of       was hereunto duly affixed in the presence of:-

] ] ] ] ]

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

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

[*Where the Assignor is a company – execution under hand] *Signed by       for and on behalf of       in the presence of:-

] ] ] ] ]

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

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[*Where the Assignor is an individual] Signed by       in the presence of:-

] ] ] ]

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

] ] ] ]

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

] ] ] ]

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

] ] ] ]

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

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[*Where the Assignor is a limited liability partnership – execution under hand] *Signed by             for and on behalf of       in the presence of:-

] ] ] ] ]

__________________________________ Witness Name :       *NRIC No./port No :       Country of Issue :       *Signed by             for and on behalf of       in the presence of:-

] ] ] ] ]

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

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

4(b).

5.

6. 7(a).

PARTICULARS                  

The Assignor(s) Name(s):

     

*Identity Card/port No.: Country of Issue :

           

* Company /Business Registration Number:

     

** Address/ed Office/Place of Business:

     

The Borrower(s) Name(s):

     

*Identity Card/port No.: Country of Issue :

           

* Company /Business Registration Number:

     

** Address/ed Office/Place of Business:

     

The Agent for Service of Process ## Name :

     

*NRIC No./Company No.:

     

**Address :

     

# Sale & Purchase Agreement Date :

     

The Developer/Vendor Name(s):

     

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

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7(b).

7(c).

The Proprietor (if applicable) Name(s):

     

*Identity Card/port No.: Country of Issue :

           

* Identity Card/port No.:

     

Country of Issue :

     

Company /Business Registration Number:

     

**Address/ed Office/Place of Business:

     

The Original Purchaser(s) (if applicable) Name(s):

     

*Identity Card/port No./ Country of Issue :

           

* Company /Business Registration Number:

     

**Address/ed Office/Place of Business:

     

8(a).

The Said Property

     

8(b).

The Said Land (Master title details)

     

9.

PARTICULARS OF ALL SALES, SUB-SALES, ASSIGNMENTS AND REASSIGNMENTS (In the case where the Assignor(s) is not first purchaser of the Said Property).      

* ** # ##

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

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

We enclose the following for your record: *A copy of signed * and stamped Deed of Assignment between OCBC Bank and Purchaser(s) dated       (“Bank’s DA”); * We hereby undertake to deliver a copy of the signed and stamped Bank's DA within fourteen (14) days after the same has been stamped.

(b)

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

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

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

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

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

We enclose the following for your record:

(a)

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

(b)

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

(c)

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

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(d) (e)

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

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

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

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

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

OVERSEA-CHINESE BANKING CORPORATION LIMITED

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

day of _____________________________ 20_____

SIGNED BY the Authorised Signatory Of ……………………………………….. …………………………………………….. in the presence of:

__________________________________ Witness Name : ………………………………… NRIC No.: ………………………………..

] ] ] ]

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

*Delete whichever not applicable

OCBC Bank Ltd, 2013

36

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

OVERSEA-CHINESE BANKING CORPORATION LIMITED

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

Dated this _______

day of _____________________________ 20_____

SIGNED BY the Authorised Signatory Of ……………………………………….. …………………………………………….. in the presence of:

__________________________________ Witness Name : ………………………………… NRIC No.: ………………………………..

] ] ] ]

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

*Delete whichever not applicable.

OCBC Bank Ltd, 2013

37