redemption amounts are deemed to be set off against the Obligations which are deemed to be immediately due and payable.
If the Obligations calculated at the Bank’s rate of exchange shall at any time exceed the said Deposits, the Depositor shall forthwith on demand by the Bank increase the said Deposits to cover the excess.
A certificate in writing by any of the Bank’s officers as to the amount of the Obligations for the time being shall be binding and conclusive against the Depositor in any legal proceedings or otherwise.
All costs, charges and expenses incurred in the exercise of the Bank’s rights or in connection with the execution of or otherwise in relation to this Letter of Set-Off and Guarantee or in connection with the perfection or enforcement of the security hereby constituted or any other security held by the Bank for the Obligations or any guarantee to the Bank in respect thereof, shall be reimbursed to the Bank on demand on a full indemnity basis together with interest from the date of the same being incurred to the date of payment at such rate or rates as the Bank may determine and pending such reimbursement shall be added to the Obligation.
15A.The Depositor hereby undertakes and agrees that the Bank shall not be responsible nor liable for anything done or not done by the Bank hereunder or arising from the Bank’s exercise or enforcement of, or the Bank’s refusal or neglect to exercise or enforce, all or any of the Bank’s rights, powers, authorities, discretions and remedies hereunder.
If this Letter of Set-Off and Guarantee is signed by two or more persons it shall be binding on the Depositor jointly and severally. The Bank is at liberty without affecting its rights hereunder at any time and from time to time at its absolute discretion to vary or agree to vary the terms hereof or of the Obligations or any of them or make any other arrangements with any one or more of the Depositor and no such variation or arrangement shall prejudice or in any way affect its rights against and the terms hereof in respect of the other or others of the Depositor. The terms hereof shall not be avoided or invalidated by reason of this Letter of Set-Off and Guarantee or any other agreement given in respect of the Obligations being invalid or unenforceable in respect of any one of the Depositor; and so long as any of the Depositor’s liabilities remain outstanding the Depositor shall not exercise any right of subrogation or contribution or any other right or remedy which the Depositor or any of them may have in respect thereof and without the Bank’s prior written consent prove in the liquidation or bankruptcy of any one of the Depositor in competition with the Bank but to the extent that any of the Depositor does so prove then the Depositor shall account to the Bank for the proceeds of any such proof immediately upon receipt.
16A.The Depositor hereby further agrees that if there be more than one of them, all covenants, agreements, terms and stipulations and other provisions hereof expressed to be made by them shall be deemed to be made by them jointly and severally.
17.(a)Any notice or certificate to be given to, or demand to be made on the Depositor and/or the Customer (notwithstanding the death, insanity, bankruptcy, liquidation (whether voluntary or compulsory) or dissolution of the Depositor and/or the Customer) shall be deemed to have been duly given or made if it is in writing, and delivered personally or sent by telex, facsimile, telegram or pre-paid post to the registered office of the Depositor and/or the Customer, or the Depositor’s and/or the Customer’s last known place of business or abode in Singapore or the Depositor’s and/or the Customer’s then published telex or facsimile number or the last such number advised to the Bank by the Depositor and/or the Customer in writing.
OCBC Legal / Sep 2009