appropriate to any such fresh account(s) in the name of the Depositor or the Customer (as appropriate) any moneys thereafter paid in, transferred to, received or realised for the credit of, the Depositor or the Customer (as appropriate) without being under any obligation to apply the said moneys or any part of them in discharge of any liabilities of the Depositor to the Bank, and if the Bank shall fail to open such fresh account(s), it shall be deemed to have done so with the effect that the said moneys (in the absence of express appropriation by notice in writing to the Depositor or the Customer (as appropriate)) shall not operate to reduce the Obligations and shall be treated as having been credited to such new account(s) of the Depositor or the Customer (as appropriate) and shall not affect the Bank’s rights under this Letter of Set-Off and Guarantee at the time this Letter of Set-Off and Guarantee so ceases to be binding as a continuing security or from the time of receipt of such notice.
This Letter of Set-Off and Guarantee:-
shall be binding on the Depositor’s respective personal representatives or persons legally entitled to represent the Depositor;
shall be binding upon and inure to the benefit of the Bank, its successors in title and assigns;
shall not be determined or in any way prejudiced or affected by any change in the Bank’s constitution whether by way of amalgamation, consolidation, reconstruction or otherwise and shall be legal, valid and enforceable for all purposes in the Bank’s favour and in favour of the Bank’s successors and assigns;
shall not be affected and shall continue to be binding on the Depositor, if the undersigned is a firm or other unincorporated body or debtors on a joint account notwithstanding the retirement, death or omission of partners or members or the death, insanity, bankruptcy, liquidation, disability or incapacity of any one or more of the partners, members or debtors on a joint account;
shall not be affected and shall continue to be binding on the Depositor if the Depositor or the Customer is a limited company or corporation notwithstanding the winding-up, receivership, liquidation, de-regulation, amalgamation, reconstruction, lack of borrowing power, any change in the name, style or constitution of the Depositor or the Customer; and
shall not be affected by the death, insanity, bankruptcy, winding-up or other disability of the Depositor or the Customer.
The Depositor hereby warrants and represents as follows:-
the Depositor is/are the sole lawful and beneficial owner(s) of the Deposits which are free from any mortgage, pledge, charge or other security or encumbrance, save as provided herein;
sufficient consideration and benefit has been received to justify the Depositor entering into this Letter of Set-Off and Guarantee and acting pursuant to its terms;
the Depositor has not acted and is not acting in contravention of any law which may result in third parties, obtaining priority over the Bank in respect of the security granted herein or result in such security being illegal, unenforceable, altered, affected, discharged or revoked;
the transaction and/or the documents evidencing the banking accommodation
OCBC Legal / Sep 2009