any compromise, composition or arrangement made with the Customer and/or any other person or persons all of which the Bank is at liberty to give whether with or without the Depositor’s consent or notice to the Depositor;
any legal limitation on or insufficiency in the borrowing powers or disability or incapacity of or other fact or circumstance relating to the Customer or any other person;
any irregularity, unenforceability or invalidity of any obligation of the Customer or any other persons under, or any defect or informality of, any collateral, security or document to the intent that the Depositor’s obligations under this Letter of Set-Off and Guarantee shall remain in full force and effect and this Letter of Set-Off and Guarantee shall be construed accordingly as if there were no such irregularity, unenforceability, illegality, invalidity, defect or informality;
the failure of the Bank to take any security agreed to be taken by the Bank; or
any other act, thing or omission which, but for this provision, might operate to impair or discharge the liability of the Depositor hereunder.
7A.No assurance, security or payment which may be avoided under any law relating to bankruptcy or insolvency or under Companies Act (Cap. 50) (as may from time to time be amended or supplemented), and no release, settlement or discharge given or made by the Bank on the faith of any such assurance, security or payment, shall prejudice or affect the right of the Bank to enforce the security created by this Letter of Set-Off and Guarantee in respect of the full extent of the moneys hereby secured.
The Depositor hereby declares and agrees that:-
the security hereby created shall be a continuing security and shall continue to be valid and binding for all purposes notwithstanding any intermediate payment or settlement of any account of the Depositor or the Customer or fluctuation in the amount for the time being owing to the Bank by the Depositor or the Customer and notwithstanding the closing of any account of the Depositor or the Customer with the Bank which is subsequently reopened or the subsequent opening of any account by the Depositor or the Customer either alone or jointly and/or severally with others and shall extend to cover all or any sum(s) of money which shall for the time being constitute the balance due from the Customer to the Bank on any account or otherwise;
this Letter of Set-Off and Guarantee is in addition to and without prejudice to any collateral or other securities which the Bank may now or hereafter hold from or on account of the Customer nor shall such collateral or other securities or any lien to which the Bank may be otherwise entitled (including any security, charge or lien prior to the date of this Letter of Set-Off and Guarantee) or the liability of any person not party hereto for all or any part of the Obligations be in any way prejudiced or affected by this Letter of Set-Off and Guarantee. All moneys received by the Bank from the Depositor or the Customer or any person liable to pay the same may be applied by the Bank to any account or item of account or any transaction to which the same may be applicable;
all moneys received, recovered or realised by the Bank under this Letter of Set-Off and Guarantee (including the proceeds of any conversion of currencies) may in its absolute discretion be credited to any suspense or impersonal account and may be held in such account for so long as it shall think fit (with interest accruing thereon at such rate, if any, as it may deem fit) pending their application from time to time (as the Bank shall be entitled to do in its absolute
OCBC Legal / Sep 2009