Terms and Conditions of Bankers Guarantee

In consideration of the Bank so doing or complying with my/our request, I/we, the Applicant, hereby irrevocably and unconditionally undertake and agree:

1. to indemnify the Bank from and against all claims, actions, proceedings, liabilities, damages, losses, costs and expenses (including any legal costs as between solicitor and client that the Bank may incur in connection with the Guarantee, or in enforcing or attempting to enforce the Bank's rights under this indemnity), which the Bank or the Agent Bank or both may suffer, incur or sustain by reason or on account of the Bank or the Agent Bank having given the Guarantee or in connection with the Guarantee including any counter indemnity or counter guarantee or undertaking to the Agent Bank and renewals thereof and other undertakings, as well as against my/our liability for every payment which the Bank may make or be called upon to make pursuant to or in connection with the Guarantee and pay the Bank forthwith on demand without proof or condition all sums which the Bank or the Agent Bank shall pay or be liable for or called upon to pay under or in connection with the Guarantee on all amounts so paid from the date such amounts are paid until I/we reimburse or pay the Bank in full at such rate or rates as may from time to time be fixed or determined by the Bank with monthly rests;

2. that the Bank and the Agent Bank are entitled to make any payments and comply with any demands which may be claimed from or made upon the Bank or the Agent Bank under or in connection with the Guarantee on or at any time after any first demand being made without any reference to or authority from me/us and without requiring proof that the amounts so demanded are or were due or inquiring into the validity, genuineness or accuracy of any document, certificate or statement received by or made to the Bank or the Agent Bank with respect to or under the Guarantee and notwithstanding that I/we may dispute the validity of any such demands or payments or that, for any reason whatsoever the Bank or the Agent Bank was/is entitled to refuse to make any payment or that any such demands are made after the stated expiry date (if any) of the Guarantee and I/we shall not at any time question or challenge the validity legality or otherwise of any such payment by the Bank or the Agent Bank or deny any liability under this indemnity on the ground that such payment or any part thereof made by the Bank or the Agent Bank was not due or payable under or in connection with the Guarantee on any demand made under or in connection with the Guarantee or that the Bank or the Agent Bank could have resisted any claim thereof or on any other ground whatsoever and any payment made by the Bank or the Agent Bank on any demand made under or in connection with the guarantee shall be accepted by me/us as conclusive evidence that the Bank and the Agent Bank were liable to make such payment;

3. that in the event that the application of the Contracts (Rights of Third Parties) Act (Cap 53B) is not expressly excluded in the Guarantee, I/we authorise the Bank to accept and pay any demand(s) made by any third party under the Guarantee without any reference to me/us and without enquiry into the justification for it or the validity, genuineness or accuracy of any such demand received by the Bank and shall hold the Bank and/or the Agent Bank free from any responsibility for any mistake, error or default of any such third party claim;

4. that if at any time, the Bank requires collateral, I/we shall on demand pay to the Bank forthwith, by way of cash collateral (or such other collateral in all respects acceptable to the Bank) an amount equivalent to the Bank's maximum actual and/or contingent liability under or in connection with the Guarantee and the Bank shall be entitled to place the cash collateral into a suspense account and this sum shall be held by the Bank and applied towards the discharge of all my/our obligations to the Bank in connection with the Guarantee and/or under this indemnity and the Bank shall repay me/us without interest as and to the extent that my/our obligations to the Bank under this indemnity are reduced or otherwise discharged or terminated. The Bank shall be entitled to debit any of my/our accounts (including fixed deposit accounts) with the Bank with or without any prior demand for or in respect of the Bank's liabilities or the Agent Bank's liabilities under or in connection with the Guarantee or in respect of my/our liabilities to the Bank under or in connection with this indemnity whether such liabilities be actual or contingent and the Bank shall have the right to make such debit whether any of my/our accounts with the Bank be in credit or not;

5. that where any goods and services tax or other taxes levies or charges whatsoever are now or hereafter required imposed or enforced by law (including the Goods and Services Tax Act (Cap 117A)) or required to be paid on or in respect of any monies (including fees payable by me/us to the Bank on demand in addition to all other monies) payable to the Bank and the Bank is entitled to debit any of my/our account with the bank for payment of the Bank's commission, expenses, costs (legal or otherwise) and agent charges if any together with such taxes upon or after the issuance of the Guarantee;

6. that certificates signed by any officer of the Bank submitted to me/us as to the amount due or payable or owing or liable by me/us for the time being under this indemnity at any time shall be conclusive evidence;

7. that in the event that the Guarantee is subject to and is to be governed by the laws of a jurisdiction other than the Republic of Singapore and should any demand(s) be subsequently be made under the Guarantee, I/we agree and authorise the Bank to then, and in its sole discretion, obtain an opinion from legal counsel on the validity and enforceability of the Guarantee, prior to the Bank or the Agent Bank making payment in accordance with such demand(s) and I/we further agree that I/we shall bear the entire cost of obtaining such an opinion and I/we shall indemnify the Bank against all actions, proceedings, damages, costs (including any legal costs as between solicitor and client), claims, demands, expenses and losses whatsoever suffered by the Bank or the Agent Bank due to any delay in the payment of such demand(s) caused by the Bank having to obtain such an opinion;

8. that my/our liability to the Bank is irrevocable and shall remain in full force and effect until the Guarantee has been returned to the Bank for cancellation or until the receipt of written notice from the beneficiary of the Guarantee that the Bank is released from all liability under the Guarantee or until the period of limitations (under the governing law of the Guarantee) with respect to the beneficiary's right to claim under the Guarantee has lapsed and the Bank's liability thereunder is fully discharged to the Bank's satisfaction;

9. that the Bank may disclose to the Agent Bank or correspondent banks, guarantors, solicitors, agents and the beneficiary of the Guarantee, such information about myself/us, my/our accounts and such other information as the Bank may think fit and we irrevocably consent and authorise such disclosure by the Bank and its officers;

10. that this indemnity shall remain in full force and effect until the Bank confirms to me/us in writing that the Bank has been released from all liability under or in connection with the Guarantee and notwithstanding any change whatsoever in our constitution (if a company or partnership) and shall be binding on me/us and my/our personal representatives (if an individual) and shall inure to the benefit of and be enforceable by the Bank's successors and assigns;

11. that words denoting the singular shall also include the plural and vice versa and if this indemnity is or purports to be signed or executed by or on behalf of more than one person the liability of each such person hereunder shall be joint and several and the bank is to be at liberty without thereby affecting the Bank's rights hereunder to release discharge compound with or otherwise vary or agree to vary the liability under this indemnity of or make any other arrangements with any one or more of the undersigned;

12. that the words "the Guarantee" shall, where applicable, include all guarantees, bonds and undertakings issued by the Bank or the Agent Bank and counter indemnities, counter guarantees and undertakings given by the Bank to the Agent Bank and all fresh guarantees, bonds, counter indemnities, counter guarantees and undertakings issued or given from time to time and any renewal of all such guarantees, bonds, counter indemnities, counter guarantees and undertakings whenever issued or given and all subsequent and further renewals of any such guarantees, bonds, counter indemnities, counter guarantees and undertakings and all increases and extensions in the amount of liability and all extensions of the period of guarantees, bonds, counter indemnities, counter guarantees and undertakings and all changes, alterations, modifications and amendments of the terms and conditions of any such guarantees, bonds, counter indemnities, counter guarantees and undertakings;

13. that each of the provisions of this indemnity shall be several and distinct from one another. If any one or more of the provisions contained in this indemnity shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of each of the remaining provisions contained herein shall not in any way be affected, prejudiced or impaired thereby;

14. that this indemnity shall be governed by and construed in accordance with the laws of the Republic of Singapore and I/we hereby irrevocably submit to the non-exclusive jurisdiction of Singapore; and

15. A person who is not party to this indemnity shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any terms herein.