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LETTER OF SET-OFF (THIRD PARTY)

AND GUARANTEE

To: Oversea-Chinese Banking Corporation Limited

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

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

1.

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

(b)

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

(c)

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

OCBC Legal / Sep 2009

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