Deed of Assignment (Indirect)
Deed of Assignment (Indirect)
(1)
(hereinafter called "the Mortgagor") of the first part;
(2)
(hereinafter called "the Borrower") of the second part; and
WHEREAS:-
(1) By an agreement (hereinafter referred to as "the said Agreement") dated the day
of and made between
(hereinafter called "the Vendor") of the one part and the Mortgagor of the other part the
Vendor agreed to sell/grant a lease of and the Mortgagor agreed to purchase/accept a
lease of the property more particularly described in the Schedule hereto (hereinafter
called "the Mortgaged Property") upon the terms and conditions therein contained.
(2) Pursuant to the terms of the said Agreement, the Vendor has applied or will be applying
to the Registrar of Titles and/or other competent authority for a separate Certificate of
Title/Subsidiary Strata Certificate of Title or will be issuing a lease, as the case may be,
relating to the Mortgaged Property in accordance with the provisions of the Land Titles
Act/Land Titles (Strata) Act and the Vendor will on completion of the sale deliver to the
Mortgagor the Certificate of Title/Subsidiary Strata Certificate of Title/Lease relating to the
Mortgaged Property and where applicable, a duly executed transfer thereof in favour of
the Mortgagor.
(3) At the request of the Mortgagor and/or the Borrower the Bank has made or granted or
agreed to make or grant advances or other credit or banking facilities or accommodation
to the Mortgagor and/or the Borrower by permitting the Mortgagor and/or the Borrower to
overdraw on the account or accounts current or to draw down or utilise any facilities on
any other account or accounts whatsoever whether current or revolving or continuing or
whether in instalments or otherwise which the Mortgagor and/or the Borrower now has or
may at any time hereafter have with the Bank either solely or jointly or jointly with any
other person or persons in partnership or otherwise (hereinafter called "the said
Accounts" which expression shall wherever the context admits include any one or more
of the accounts hereinbefore mentioned) AND also has agreed that the Bank now or
hereafter may from time to time and in the sole discretion of the Bank grant further
advances or loans by permitting the Mortgagor and/or the Borrower to further draw down
or utilise any facilities or overdraw on the said Accounts or grant or continue to grant
other loans credit or banking facilities whether in instalments or on current, revolving or
continuing account or accounts or other accommodation to or at the request of the
Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or
persons in partnership or otherwise to such an extent and on such terms as may from
time to time be fixed by the Bank at its absolute discretion for so long as the Bank at its
absolute discretion may think fit.
(4) It has been agreed between the Mortgagor, the Borrower and the Bank that all monies
which are now owing or which shall hereafter be owing or remain unpaid to the Bank on
the general balance of the said Accounts or otherwise in any manner whatsoever from
the Mortgagor and/or the Borrower either solely or jointly or jointly with any other person
1. In consideration of the Bank having at the request of the Mortgagor and/or the Borrower
agreed to grant or continue to grant advances loans credit or other banking facilities or
accommodation to the Mortgagor and/or the Borrower by permitting the Mortgagor and/or
the Borrower to overdraw on the said Accounts or to draw down or utilise any facilities on
the said Accounts or otherwise in any manner whatsoever AND ALSO having agreed that
the Bank now or hereafter may from time to time and in the sole discretion of the Bank
grant further advances or loans by permitting the Mortgagor and/or the Borrower to
further draw down or utilise any facilities or overdraw on the said Accounts or grant or
continue to grant other loans credit or banking facilities whether in instalments or on
current, revolving or continuing account or accounts or other accommodation to or at the
request of the Mortgagor and/or the Borrower either solely or jointly or jointly with any
other person or persons in partnership or otherwise to such an extent and on such terms
as may from time to time be fixed by the Bank at its absolute discretion for so long as the
Bank at its absolute discretion may think fit, the Mortgagor and the Borrower hereby
jointly and severally covenant to perform and observe the covenants and conditions
hereinafter appearing.
2. For the consideration aforesaid the Mortgagor assigns unto the Bank by way of
mortgage:-
2.1 all rights title interest and benefits which the Mortgagor has in under or arising out
of the said Agreement;
2.2 all the estate rights title and interest of the Mortgagor in the Mortgaged Property
vested in the Mortgagor or hereafter to be vested in the Mortgagor under the
Certificate of Title/Subsidiary Strata Certificate of Title/Lease to be issued in
respect thereof; and
2.3 where the Mortgaged Property is an Executive Condominium, all rights title
interest and benefit which the Mortgagor has under the Executive Condominium
Housing Scheme Act (Cap. 99A) and the regulations made thereunder including
but not limited to any compensation and refund payable to the Mortgagor.
3. Provided Always if upon such demand as aforesaid or without demand all monies
hereinbefore covenanted to be paid or hereby secured or with which the Mortgaged
Property stand charged shall be paid to the Bank then the Bank will at the request and
cost of the Mortgagor and/or the Borrower reassign to the Mortgagor (or as the Mortgagor
shall direct) the said Agreement and all the estate rights title and interest of the Mortgagor
hereby assigned or will otherwise discharge the security hereby created.
4. Contemporaneously with the execution of these presents the Mortgagor and/or the
Borrower shall execute and deliver to the Bank a mortgage in a form and containing
terms and provisions prescribed by the Bank with the intent that the said mortgage shall
take effect and operate as a legal mortgage upon the delivery by the Vendor to the
Mortgagor of the Certificate of Title/Subsidiary Strata Certificate of Title/Lease to the
Mortgaged Property and where applicable, a duly executed transfer thereof. PROVIDED
ALWAYS that if the said mortgage shall for any reason whatsoever be incapable of or be
rendered inappropriate for or incapable of being registered or otherwise perfected to so
take effect as a legal mortgage the Mortgagor and/or the Borrower shall at the Bank's
request forthwith execute and deliver to the Bank a fresh mortgage (hereinafter together
6. This Deed expressly authorises the Bank to make further advances or give credit in
instalments or on a current, revolving or continuing account or otherwise or any other
credit or banking facilities or accommodation whatsoever from time to time to the
Mortgagor and/or the Borrower either solely or jointly or jointly with any other person or
persons in partnership or otherwise and all monies and liabilities owing to the Bank from
time to time in connection therewith shall be secured by this Deed in addition to the
monies and liabilities already outstanding or incurred as at the date hereof.
7. The Mortgagor and the Borrower hereby jointly and severally covenant with the Bank as
follows:-
7.1 to pay to the Bank on demand in writing made to the Mortgagor and/or the
Borrower all such sums of money which are now or shall from time to time or at
any time hereafter be owing or remain unpaid to the Bank by the Mortgagor
and/or the Borrower either as principal or as surety and either solely or jointly or
jointly with any other person or persons in partnership or otherwise whether on
the said Accounts or otherwise in any manner whatsoever or for all other
liabilities whether certain or contingent primary or collateral including (but without
prejudice to the generality of the foregoing) the balance which at the date of such
demand shall be owing or remain unpaid to the Bank by the Mortgagor and/or the
Borrower on the said Accounts or otherwise in any manner whatsoever whether
in respect of moneys advanced or paid to or for the use or accommodation of the
Mortgagor and/or the Borrower either solely or jointly or jointly with any other
person or persons in partnership or otherwise or in respect of cheques bills of
exchange promissory notes or other negotiable instruments signed drawn
accepted or indorsed by or on behalf of the Mortgagor and/or the Borrower either
solely or jointly or jointly with any other person or persons in partnership or
otherwise or discounted paid or held by the Bank either at the request of the
Mortgagor and/or the Borrower or in the course of business or otherwise or in
respect of letters of credit bills notes drafts trust receipts guarantees indemnities
or other documents or instruments signed by the Mortgagor and/or the Borrower
either solely or jointly or jointly with any other person or persons in partnership or
otherwise and held by the Bank or in respect of any other banking facilities
whatsoever pursuant to the terms and conditions of any offer facility or
commitment letter(s) or agreement(s) in relation thereto as revised varied
amended supplemented or superceded from time to time (hereinafter collectively
referred to as "the Letter of Offer");
7.2 to pay to the Bank interest on daily balances on or in respect of the principal
moneys hereinbefore covenanted to be paid or any part thereof as shall from
time to time be owing or remain unpaid until full payment at the rate or rates and
in the manner provided under the terms of any banking facilities extended by the
Bank to the Mortgagor and/or the Borrower from time to time or at such other rate
or rates and with such periodic rests as may from time to time be fixed by the
Bank;
7.4 to pay each and every sum or sums of money as and when the same is or are
due and payable under the said Agreement and perform and observe all the
terms conditions stipulations agreements and provisions mentioned or contained
in the said Agreement and the Mortgagor and/or the Borrower shall at all times
hereafter keep harmless and keep the Bank indemnified against all actions
proceedings claims demands penalties costs and expenses which may be
brought or made against or incurred by the Bank by reason or on account of the
non-observance of all or any of the terms conditions stipulations agreements and
provisions on the part of the Mortgagor and/or the Borrower contained in the said
Agreement or otherwise howsoever;
7.5 that when the Mortgagor shall be in a position to call for the delivery of the
Certificate of Title/Subsidiary Strata Certificate of Title/Lease or other document
of title to the Mortgaged Property and where applicable, a transfer thereof duly
executed by the Vendor and all other parties the Mortgagor will at once notify the
fact to the Bank in writing;
7.7 that, if the Mortgagor shall neglect refuse or fail to take delivery of and accept the
Certificate of Title/Subsidiary Strata Certificate of Title/Lease and where
applicable, the transfer of the Mortgaged Property pursuant to the terms of the
said Agreement, it shall be lawful for the Bank in the name of the Mortgagor to
demand and receive the same from the Vendor;
7.8 not to assign mortgage or otherwise dispose of any estate rights title and interest
in the said Agreement, the Mortgaged Property and where applicable, under the
Executive Condominium Housing Scheme Act (Cap. 99A) or agree or purport to
do the same or raise money on the security thereof or deal with the same without
the prior written consent of the Bank;
7.9 that the Mortgagor shall keep the Bank informed of all matters relating to the
development of the building on or comprised in the Mortgaged Property and the
Mortgaged Property.
8. 8.1 It shall be lawful for the Bank in the name of the Mortgagor to exercise the rights
and remedies vested in the Mortgagor under the provisions of the said
Agreement and to require the Vendor to execute and deliver the said transfer or
other assurance of the Mortgaged Property in favour of the Mortgagor or of the
Bank or in favour of such other party as the Bank may deem fit to nominate and
for such purposes the Mortgagor hereby appoints the Bank and the persons
deriving title under the Bank and the Bank's substitute or any person nominated
by the Bank under the hand of any Executive Vice President or Senior Vice
President or Vice President or Assistant Vice President or Secretary or
8.1.1 to defend all legal proceedings brought by the Vendor in connection with
the said Agreement or in respect of the Mortgaged Property;
8.1.2 to withdraw any caveat lodged against the Mortgaged Property by the
Mortgagor or by a solicitor on behalf of the Mortgagor and for such
purpose to sign and lodge the necessary withdrawal of caveat;
8.1.3 to accept from the Vendor and other party or parties (if any) a transfer or
other assurance of the Mortgaged Property in favour of the Mortgagor or
of the Bank or of such other party or parties as the Bank may deem fit to
nominate and to make all payments, enter on behalf of the Mortgagor
into all covenants and do all other things on behalf of the Mortgagor
which may be necessary for completing the sale and purchase of the
Mortgaged Property and the said transfer or other assurance of the
Mortgaged Property including all such applications and notifications at
the Singapore Land Authority as may be necessary or desirable under
any then existing statute providing for the registration of title to land;
8.1.7 to enter into possession of the Mortgaged Property and for this purpose
to take, accept or collect the keys from the Vendor of the Mortgaged
Property;
8.1.9 to sell and absolutely dispose of all the rights title estate and interest of
the Mortgagor of and in the Mortgaged Property and of and in the said
Agreement and the right of the Mortgagor to a transfer or other
assurance of the Mortgaged Property in such manner and at such time or
times whether by public auction or private treaty and at such price as the
Bank shall see fit and proper and for such purpose to enter into and
execute the contract or contracts for sale thereof and to complete the
same on behalf of the Mortgagor and generally to do every other thing
whatsoever which may be necessary or proper for carrying out the said
sale;
8.1.11 from time to time to substitute and appoint one or more attorney or
attorneys under the Bank for all or any of the purposes aforesaid as the
Bank shall think fit.
8.2 The Mortgagor hereby declares that all and every deed assignment transfer
assurance receipt and other document and act matter and thing which shall be by
the Bank given made executed or done for the aforesaid purposes shall be as
good valid and effectual for all intents and purposes whatsoever as if the same
had been signed sealed delivered given made or done by the Mortgagor.
8.3 The Mortgagor hereby agrees at all times hereafter to ratify and confirm all and
whatsoever the Bank or its attorney or attorneys shall lawfully do or cause to be
done in or concerning the said Agreement and/or the Mortgaged Property by
virtue of the above powers.
8.4 The Mortgagor further hereby declares that the above powers having been given
for valuable consideration shall be deemed to be irrevocable so long as any
monies shall remain owing to the Bank under these presents or the Mortgage.
10. If a notice of demand under the preceding Clause is not complied with the Bank shall
forthwith be entitled to exercise all the statutory powers of a mortgagee and in particular
the power of sale.
11. The provisions of Section 25 of the said Act shall be so varied and extended in the
application to these presents that the power of sale may be exercised at any time after
such demand as aforesaid.
12. In exercising the power of sale the Bank may sell assign and dispose of all the rights title
estate and interest of the Mortgagor of and in the Mortgaged Property and of and in the
said Agreement and the right of the Mortgagor to a transfer or other assurance of the
Mortgaged Property without any of the restrictions imposed by Section 25 of the said Act
and whether by public auction or private treaty and at such price and in such manner and
subject to such conditions as the Bank shall at its absolute discretion think fit free from
any interest of the Mortgagor hereunder or otherwise.
14. If the Bank shall permit the Mortgagor to have possession of the Mortgaged Property
when the same is ready for occupation the Mortgagor shall have such possession only as
tenants at will of the Bank.
15. The Mortgagor and/or the Borrower forthwith or when called upon shall pay:-
15.1 all costs fees expenses and other charges legal or otherwise including stamp
duty and the Bank's solicitors' costs of or connected with the preparation
execution of these presents and the Mortgage and the preparation, completion
and lodging of a caveat and other documents required by the Bank;
15.2 all stamp registration and other fees in respect of the transfer or other assurance
of the Mortgaged Property whether in favour of the Mortgagor or the Bank and (if
made in favour of the Bank) in respect of the transfer thereof by the Bank to the
Mortgagor or such other party or parties pursuant to the powers herein contained
including the Bank's solicitors' costs of or connected with the preparation and
completion thereof;
15.3 all legal fees on a full indemnity basis and other costs and disbursements
incurred in connection with demanding and enforcing payment of any monies due
hereunder or under the Mortgage or otherwise howsoever in enforcing this
security and/or any of the covenants undertakings stipulations terms conditions
or provisions herein contained; and
If the Mortgagor and/or the Borrower shall neglect refuse or fail to make the above
payments it shall be lawful for the Bank to make such payments and all monies expended
by the Bank under this provision shall be deemed to be properly paid or incurred by the
Bank and until repayment by the Mortgagor and/or the Borrower be added to the principal
monies hereby secured and secured by the Mortgage and bear interest accordingly at the
rate aforesaid and stand charged upon the Mortgaged Property.
16. Where this Deed is executed by more than one person or is executed by one person for
himself and on behalf of other persons the expressions "the Mortgagor" and "the
Borrower" shall include all such persons as stated above (whether any such person is
signing on behalf of a partnership or otherwise) and each of them or (as the case may
require) any of them and shall so far as the context admits be construed as well in the
plural as in the singular and the liability of the Mortgagor and the Borrower (and of each
of them) under this Deed shall be the joint and several liability of such persons and every
agreement undertaking obligation warranty charge assignment and mortgage herein
contained or implied on their part are joint and several and shall be construed
accordingly. Any demand for payment made by the Bank and any notices or other
communication to be served on the Mortgagor and the Borrower hereunder may be
served on any of them in the manner provided in the Mortgage and such service on any
one or more of the persons so jointly and severally liable shall be deemed to be sufficient
service on all the rest of them to whom it has been addressed. A party to this Deed being
a joint or a joint and several debtor shall not nor shall this security be released or
discharged by his death or by the death release or discharge of any other joint or joint
and several debtor or by the substitution of any other debtor or security or any change in
the constitution of any partnership of which any party to this Deed may be a member.
17. For the avoidance of doubt and without prejudice to any of the provisions aforesaid, the
Mortgagor hereby confirms that as and when applicable the Mortgagor shall observe,
18. 18.1 This Deed and the Mortgage shall be binding upon the successors of the
Mortgagor and the Borrower. All undertakings, agreements, representations and
warranties given, made or entered into by the Mortgagor and the Borrower under
this Deed and the Mortgage, shall survive the making of any assignments
hereunder.
18.2 The Bank may assign all or any of its rights, title and interest hereunder at any
time. The Mortgagor and the Borrower shall have no right to assign or transfer
any of the Mortgagor's and the Borrower's rights hereunder and the Mortgagor
and the Borrower shall remain fully liable for all of the Mortgagor's and the
Borrower's undertakings, agreements, duties, liabilities and obligations hereunder
and in the Mortgage, and for the due and punctual observance and performance
thereof.
19. If any one or more of the provisions contained in this Deed or the Mortgage shall be
deemed invalid, unlawful or unenforceable in any respect under any applicable law, the
validity, legality and enforceability of the remaining provisions contained herein shall not
in any way be affected or impaired.
20. A person who is not a party to this Deed shall have no rights under the Contracts (Rights
of Third Parties) Act (Cap 53B) to enforce any of its terms.
21. This Deed shall be governed by and construed in accordance with the laws of the
Republic of Singapore and the parties hereto shall and do hereby submit to the non-
exclusive jurisdiction of the courts of the Republic of Singapore PROVIDED ALWAYS that
submission to the jurisdiction of the courts of the Republic of Singapore shall not preclude
the Bank from commencing proceedings in the courts of any other country.
22.1 Words importing only the singular number include the plural number and vice
versa;
22.2 Words importing the masculine gender only include the feminine gender and the
neuter gender;
22.4 The expression "the Mortgagor" shall be read as referring to all or (if the context
so admits) any one or more of such persons and shall include the person or
persons deriving title under the Mortgagor respectively and all covenants terms
stipulations and other provisions hereof expressed to be made by the Mortgagor
or hereby implied shall be deemed to be made by and shall be binding on them
jointly and severally;
22.5 The expression "the Borrower" shall be read as referring to all or (if the context
so admits) any one or more of such persons and shall include the person or
persons deriving title under the Borrower respectively and where the context so
admits also refer to and include the Mortgagor. All covenants terms stipulations
and other provisions hereof expressed to be made by the Borrower or hereby
22.6 The expression "the Mortgagor and/or the Borrower" shall refer to all such
persons or any one or more of them either solely or jointly or jointly with any other
person or persons in partnership or otherwise.
22.7 The expression "the Bank" shall include the successors and assigns of the Bank.
22.8 Where in this Deed reference is made to any statute or any provision thereof, that
reference shall be construed as a reference to that statute or the corresponding
provision of that statute as amended or re-enacted or renumbered from time to
time.
23.1 the terms and conditions in this Deed and those contained in the Mortgage, the
terms and conditions of this Deed shall prevail; and
23.2 the terms and conditions contained in this Deed and those contained in the Letter
of Offer, the terms and conditions of the Letter of Offer shall prevail.
IN WITNESS WHEREOF the Mortgagor and the Borrower have hereunto set
*his/her/their respective hand(s) and seal(s) / caused its/their Common Seal to be hereunto
affixed.
______________________________
Witness my hand.
______________________________
Witness my hand.
_________________________________ DIRECTOR
_________________________________ DIRECTOR/SECRETARY
Witness my hand.