Terms and Conditions - OverDraft Facilities Secured By Unit Trusts

Terms and Conditions Governing OverDraft Facilities Secured By Unit Trusts

Definitions

1. In these Terms and Conditions, the "Bank" means Oversea-Chinese Banking Corporation Limited and its successors and assigns and "Customer" means the person(s) (including the authorised signatories, personal representatives and successors of such person) in whose name the overdraft facility ("Facility") extended by the Bank pursuant to these Terms and Conditions are maintained by the Bank and the following words when used shall have the following meanings set out below :-

"Additional Interest Rate" means a rate of interest equal to 4.75% per annum over the Bank's prime lending rate for the time being or such other rate of interest as may be determined by the Bank in its absolute discretion.

"Authorised Limit" means an amount in respect of the Facility determined by the Bank in its absolute discretion subject to adjustment from time to time.

"Available Limit" means an amount in respect of the Facility determined from time to time by the Bank in its absolute discretion in accordance with the Bank's prevailing guidelines relating to such matters (as modified, amended or supplemented from time to time by the Bank), which shall not in any event exceed the Authorised Limit.

"Facility Balance" means the aggregate of all amounts, transaction costs, interest, fees, charges and liabilities (whether present or future, actual or contingent) owed or payable to the Bank in respect of the Facility.

"Prescribed Interest Rate" means a rate of interest determined by the Bank in is absolute discretion from time to time.

2. The headings of the clauses in these Terms and Conditions are inserted for guidance only and shall not be deemed to form any part of the context or to be taken into consideration in the interpretation thereof or of these Terms and Conditions.

Quantum of Financing

3. The Customer shall not, (whether by the drawing on the Facility or otherwise) cause or permit the Facility Balance to exceed the Available Limit. In the event that the Facility Balance exceeds the Available Limit for any reason whatsoever, the Bank may in its absolute discretion, by demand in writing, require the Customer to reduce the Facility Balance to such amount as the Bank deems appropriate and/or provide additional security acceptable to the Bank and/or to do such deeds and/or execute such documents as the Bank may specify. If the Customer fails to comply with the Bank's demand in writing by the date specified by the Bank for such compliance, the Facility Balance shall immediately become due and payable and the Bank may take such steps as it deem appropriate to recover the Facility Balance or enforce any security it may have over the Facility Balance.

4. All interest shall be calculated on a daily basis at the applicable rates with monthly rests and shall be compounded monthly on the last day of each month based on 365-day year or such other basis as may be determined by the Bank. The Prescribed Interest Rate shall apply to any Facility Balance not exceeding the Available Limit. In the event that the Facility Balance exceeds the Available Limit (whether due to the Customer drawing on the Facility with the consent of the Bank or otherwise) the Additional Interest Rate shall apply to such portion of the Facility Balance which exceeds the Available Limit.

Taxes and Expenses

5.1 The Customer shall pay to the Bank all charges, fees or commissions as stated in the Bank's pricing guide in respect of the Facility and the overdraft account;

5.2 The Customer shall pay to the Bank all reasonable expenses (including legal fees on a full indemnity basis), incurred in relation to any demand made or legal proceeding instituted for the payment of any monies due or owing on or under the Facility or the realisation or enforcement of any security relating thereto and goods and services tax (if any) payable in connection with the Facility and/or the charges, fees or commissions or any monies payable in respect of the Facility.

5.3 The Bank may at any time at is absolute discretion and upon written notice to the Customer, change the amount of any charges, fees or commissions payable by the Customer as stated in the Bank's pricing guide. Such change(s) shall take effect from the date stated in the notice, which in most instances, shall be no less than 30 days from the date of the notice.

Right to Debit Accounts

6. The Bank shall be entitled to (but shall not be obliged to) at any time and without any prior notice to the Customer, debit any interest, charges, fees, expenses, costs, taxes and levies and all other monies due from the Customer to the Bank to any of the Customer's accounts with the Bank.

Payments

7. The Facility and all amount drawn and outstanding under the Facility and the liabilities (whether present or future, actual or contingent, primary or collateral, several or joint, and whether as principal or surety) of the Customer to the Bank and due or owing or remaining unpaid to the Bank under the Facility granted herein and all interest and other sums payable in respect of the Facility shall be repayable on demand and the Bank reserves the right to terminate the Facility forthwith at any time.

8. A statement or certificate signed by any duly authorised officer of the Bank as to the monies and liabilities for the time being due to or incurred by the Bank shall, subject only to clerical mistakes appearing on the face of such statement or certificate, be final conclusive and binding upon the Customer.

9. All payments made in respect of the Facility shall be made in Singapore dollars in full without any deduction or withholding (whether in respect of set-off, counterclaim, taxes, charges or otherwise) unless such deduction or withholding is required by law, in which event, the customer shall immediately pay to the Bank an additional amount so that the net amount received by the Bank will equal the full amount which would have been received by the bank had no such deduction or withholding been made.

10. The Bank shall be entitled to convert any payment received by it in a currency other than Singapore dollars to Singapore dollars at such time and at such rate of exchange as the Bank may in its absolute discretion determine and the Customer shall bear such handling fee which the Bank may impose in respect of such foreign currency payments and all exchange risks, losses, commission and other bank charges which may thereby be incurred.

Set-Off

11. In addition to any other right of the Bank, the Bank may at any time at its sole discretion and without notice to the Customer combine or consolidate the balances on all or any of the Customer's accounts with the Bank including fixed deposit account(s) whether in Singapore dollars or in any other currency and set-off any sum(s) standing from time to time to the credit of any one or more of such accounts (notwithstanding that any fixed deposit has not matured or any of the special conditions applicable to the deposit have not been satisfied) in or towards payment or satisfaction of all or any of the Customer's liabilities, actual or contingent, to the Bank on any other account(s) which the Customer now has or may hereafter have whether solely or jointly with any other persons in partnership or otherwise or in any other respect. Where such combination or set-off requires the conversion of one currency to another such conversion shall be calculated at the Bank's then prevailing spot rate of exchange (as conclusively determined by the Bank) for purchasing the currency(ies) in which the monies obligations or liabilities were due or owing or payable or incurred with the existing currency so converted. The Bank shall be entitled to convert at any time whether before or after maturity any sum(s) in fixed deposit(s) with the Bank into the currency or respective currencies of the Customer's liability(ies), actual or contingent to the Bank and set-off the same.

Joint and Several Liability

12. If the Facility is granted to two or more persons it shall be binding on them jointly and severally and (A) the Bank is at liberty without thereby affecting either person's rights at any time and from time to time at the absolute discretion of the Bank to vary or agree to vary the terms hereof or make any other arrangements with any one or more persons and no such variation or arrangement shall prejudice or in any way affect the rights of the Banks against (and the terms hereof in respect of) the other or others, (B) if the Facility is granted to more than one persons and any one or more persons are not bound by the provisions of these Terms and Conditions or any agreement given in respect thereof (whether by reason of lack of capacity or improper execution or for any reason whatsoever), the remainder persons shall continue to be bound by these Terms and Conditions and any agreement given in respect thereof as if the one or more persons who are not bound hereby or thereby had never been party hereto or thereto, and (C) so long as any Facility remains outstanding each person shall not exercise any right of subrogation or contribution or any other right or remedy which each person may have in respect thereof and without the prior written consent of the Bank prove in a liquidation or bankruptcy of either person or any person in competition with the Bank but to the extent that each person or any person does so prove then the person shall account to the bank for the proceeds of any such proof immediately upon receipt.

13. There Terms and Conditions shall be without prejudice to and shall not be affected by, nor shall any person be released or exonerated by, the failure of any other person (whether or not mentioned herein or in any other document whatsoever) whom it was intended, assumed or represented would sign or be bound by these Terms and Conditions to so sign or be effectually bound hereby, or by the failure of any one or more persons (or any other person) to read these Terms and Conditions or to sign any other Agreement, or to observe and/or perform any obligations hereunder or thereunder.

Contracts (Rights of Third Parties) Act 2001

14. A person who is not a party to any agreement governed by these Terms and Conditions has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any of these Terms and Conditions.

Successors and Assigns

15. These Terms and Conditions and the Facility shall be binding upon the Customer and enure for the benefits of the Bank and its successors and assigns. The Customer may not assign or transfer any of its rights hereunder without the prior written consent of the Bank.

Amendments

16.1 The Bank may at any time at its absolute discretion and upon written notice to the Customer, change any one or more of these Terms and Conditions. Such change(s) shall take effect from the date stated in the notice, which in most instances, shall be no less than 30 days from the date of the notice.

16.2 If the Customer does not accept such change(s), the Customer shall forthwith discontinue operating the overdraft account and repay to the Bank the Facility Balance. Where the Customer continues to operate the overdraft account or use the Facility after such notification, the Customer shall be deemed to have agreed with and accepted such change(s).

16.3 The Bank may notify the Customer of any change to these Terms and Conditions by:-

(i) publishing such changes in the statements of account to be sent to the Customer;

(ii) displaying such changes at the Bank's branches or automated teller machines;

(iii) posting such changes on the Bank's web sites;

(iv) electronic mail or letter;

(v) publishing such changes in any newspaper; or

(vi) such other means of communication as the Bank may determine in its absolute discretion.

Contracts (Rights of Third Parties) Act 2001

17. The Customer irrevocably and unconditionally consents for the Bank and any officer (as defined in the Banking Act (Cap. 19) (the "Banking Act")) of the Bank to disclose any customer information (as defined in the Banking Act) relating to the Customer or any information whatsoever relating to the Customer as the Bank shall consider appropriate to any person to whom disclosure is permitted or required by any statutory provision or law or to any other person wherever situate for any purpose whatsoever and it is hereby agreed that the Bank and any officer of the Bank may disclose the foregoing information to the fullest extent permitted by the Banking Act or any other statutory provision or law. Without prejudice to the foregoing, the Customer consents to such disclosure to any credit bureau or any other organisation or corporation set up for the purpose of collecting and providing information relating to the credit standing of persons, and to the disclosure by such credit bureau or other organisation or corporation to any member thereof, for the purposes of assessing the Customer's credit worthiness or for any other purpose whatsoever. The rights conferred on the Bank herein shall be in addition to and shall not be in any way prejudiced or affected by any other agreement, expressed or implied, between the Customer and the Bank in relation to any information referred to herein nor shall any such other agreement be in any way prejudiced or affected by any provision herein. This consent and provision shall survive the termination of any or all of the Customer's accounts or facilities with the Bank, and/or the termination of any relationship between the Customer and the Bank, for any reason whatsoever.

Telephone/Faxed Instructions

18. The Customer and/or any charger of units in any unit trust scheme may give instructions to the Bank in relation to the sale, purchase, deposit and/or withdrawal of these units or any other instructions through the telephone, by facsimile or such other method as may be approved by the Bank, and the Bank shall be entitled (but not obliged) to act upon such instructions without making any independent inquiry as to its genuinesness and/or authorisation. The Customer and/or such chargor agrees that the Bank shall not be responsible or liable for any loss suffered by the Customer and/or such chargor by reason of or due to any failure, act or omission on the Bank's part or the Bank's agents or employees to execute any such instructions. The Customer and the chargor undertake to indemnify the Bank (on a full indemnity basis) against any expenses, losses or damages suffered by the Bank in relation to the Bank acting or failure to act on such instructions.

Governing Law and Jurisdiction

19. These Terms and Conditions and the Facility shall be governed by the laws of the Republic of Singapore. The Customer irrevocably agrees for the Bank's exclusive benefit that the courts of the Republic of Singapore shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with the Facility and these Terms and Conditions and the Customer irrevocably submits to the jurisdiction of such courts. Provided that nothing contained in this clause shall limit the Bank's right to take proceedings in any other court of competent jurisdiction or in any other jurisdiction.

Notices and Service of Process

20. The Customer hereby agrees that person service of any writ of summons, originating process, pleadings or any other documents may be effected on you or any of you by leaving the same at any of your addresses in Singapore last known to us and if any of your last known addresses shall be a postal box number or other hold mail address then personal service may be effected by posting the same to such address(es) and you irrevocably confirm service of such writs of summons, originating process, pleadings or any other documents in the manner aforesaid which shall be deemed good sufficient personal service to you.

21. Any notice, demand, correspondence or communication sent by post or delivered to the Customer's last known address in the Bank's records or the Customer's last known place of business shall be deemed to have been duly delivered on the day it was so delivered or if sent by post, shall be deemed to be duly given on the day following that on which it was posted notwithstanding the fact that the notice, demand, correspondence or communication may be returned undelivered.

22. The Customer shall notify the Bank promptly in writing of any change in his address and contact number.