ASSIGNMENT OF RENTAL PROCEEDS DIRECTPLURAL8Nov05.docx

1、ASSIGNMENT OF RENTAL PROCEEDS DIRECT PLURAL8Nov05Dated this day of 200 =_as AssignorandHSBC PRIVATE BANK (SUISSE) SAas Assignee*ASSIGNMENT OF RENTAL PROCEEDS RELATING TO _*WONGPARTNERSHIP LLPADVOCATES & SOLICITORSSINGAPORE(DIRECT PLURAL)TABLE OF CONTENTSContents Page1. INTERPRETATION 12. COVENANT TO

2、 PAY 33. RENTAL ACCOUNT 54. TENANCY OF PROPERTY 55. ASSIGNMENT AND CHARGE 66. CONTINUING SECURITY 67. APPLICATION OF MONEYS 88. REPRESENTATIONS AND WARRANTIES 89. UNDERTAKINGS 1010. CONTINUING OBLIGATIONS 1111. INDEMNITY 1212. DELEGATION 1213. ENFORCEMENT 1314. FURTHER ASSURANCE 1315. DISTRIBUTION O

3、F PAYMENTS 1316. POWER OF ATTORNEY 1417. AVOIDANCE OF PAYMENTS 1518. BENEFIT OF ASSIGNMENT 1519. REMEDIES AND WAIVERS 1520. PARTIAL INVALIDITY 1521. COMMUNICATIONS 1622. TAXES 1623. CURRENCY OF INDEMNITY 1824. SEVERABILITY AND PREVAILING PROVISIONS 1825. GOVERNING LAW 1926. CONTRACTS (RIGHTS OF THIR

4、D PARTIES) ACT (CHAPTER 53B) 19 20 21 22 23Schedule 5 24This Assignment is made on , 2004 between:(1) (NRIC/Passport/Company Registration No. ) of (the “Assignor”) of the one part; and(2) HSBC PRIVATE BANK (SUISSE) SA, Company Registration No. F06018/W, a company incorporated in Switzerland and havi

5、ng a place of business at 21 Collyer Quay #14-01 HSBC Building, Singapore 049320 (the “Assignee”) of the other part. Whereas:The Assignor has applied to the Assignee for, and the Assignee has agreed to grant or continue granting to the Assignor, general banking facilities including but not limited t

6、o advances, revolving credit facilities, loans, guarantee facilities and term facilities whether in Singapore Dollars and/or in foreign currencies and such other general banking and credit facilities or other accommodation, up to such amount or amounts and to such extent as the Assignee may from tim

7、e to time agree, on, inter alia, the security as hereinafter provided and on terms and conditions hereinafter appearing.It is agreed as follows:1. INTERPRETATION1.1 Definitions: In this Assignment, except to the extent that the context requires otherwise:1.1.1 “Act” means the Conveyancing and Law of

8、 Property Act (Chapter 61);1.1.2 “Assigned Property” means all the assets and property of the Assignor assigned under or pursuant to Clauses 5.1 and 5.2;1.1.3 “Assignee” includes the successors of the Assignee and any person to whom this Assignment may be assigned or transferred;1.1.4 “Assignor” inc

9、ludes the personal representatives of the Assignor (if an individual) and the successors and assigns of the Assignor (if a company);1.1.5 “Banking Facilities” means the general banking facilities including but not limited to advances, revolving credit facilities, loans, guarantee facilities and term

10、 facilities whether in Singapore Dollars and/or in foreign currencies and such other general banking and credit facilities or other accommodation made and/or to be made available by the Assignee to, or at the request of the Assignor, up to such amount or amounts and to such extent as the Assignee ma

11、y from time to time agree;1.1.6 “Cost of Funds” means the cost to the Assignee (as certified by it from time to time and expressed as a rate per annum) of funding from time to time all such moneys so paid or incurred by the Assignee (including, without limitation, the cost to the Assignee occasioned

12、 by or attributable to complying with reserves, liquidity or other requirements imposed on the Assignee by any relevant authority or authorities);1.1.7 “Event of Default” means any of the events specified in Clause 4(1) of the Memorandum of Mortgage numbered as MM I/88262P lodged with the Singapore

13、Land Authority;1.1.8 “Facility Documents” means any or all of the Assignees facility letters, the Assignees standard form documents executed by the Assignor under or in connection with the Banking Facilities or any part thereof, and any other document or agreement under or pursuant to which any mone

14、ys or liabilities whatsoever may, at any time (now or hereafter), be due, owing or payable by the Assignor to the Assignee, whether actually or contingently, solely or jointly and/or severally with another or others or as principal or as surety or otherwise, under or in connection with the Banking F

15、acilities or any part thereof and where documents are executed to guarantee or secure the obligations of the Assignor under or in connection with the Banking Facilities, the term “Facility Documents” shall include all such documents from time to time executed to guarantee or secure the obligations o

16、f the Assignor under or in connection with the Banking Facilities (and any reference to a Facility Document shall be a reference to that Facility Document as from time to time amended, modified or supplemented);1.1.9 “person” includes a firm or a corporation;1.1.10 “Property” means the property desc

17、ribed in Schedule 1;1.1.11 “Receiving Bank” means the principal Singapore branch of The Hongkong And Shanghai Banking Corporation Limited or, such other financial institution as the Assignee may require from time to time;1.1.12 “Rental Account” means the account referred to in Clause 3;1.1.13 “Secur

18、ed Debt” means (a) all sums (whether principal, interest, fee, commission or otherwise) which are or at any time may be or become due from or owing by the Assignor to the Assignee, or which the Assignor has covenanted to pay or discharge, whether actually or contingently, under or in connection with

19、 any of the Facility Documents and/or this Assignment and (b) all other liabilities and moneys (whether principal, interest, fee, commission or otherwise) which now are or at any time hereafter may become due from or owing by, or be incurred by, the Assignor to the Assignee, in whatever currency the

20、 same shall be denominated or owing, whether alone or jointly with any other person and on any account whatsoever, whether current or otherwise, and whether present, future, actual or contingent, and whether as principal debtor, guarantor, surety or otherwise howsoever, including (without limitation

21、) interest and all liabilities in connection with foreign exchange transactions, paying, accepting, endorsing or discounting any cheques, notes or bills, or under bonds, guarantees, indemnities, documentary or other credits or any instruments whatsoever from time to time entered into by the Assignee

22、, for or at the request of the Assignor;1.1.14 “Security Parties” means any person(s) (other than the Assignor and the Assignee) who is/are a party(ies) to any of the Facility Documents.1.1.15 “Singapore Dollar(s)” and “S$” mean the lawful currency of Singapore;1.1.16 “Tenancy Agreement” means any l

23、ease, licence, tenancy, letting arrangement, option, reservation, right of first refusal and other agreement(s) of whatever kind which are or at any time may be entered into by or on behalf of the Assignor for the occupation, use or possession of the Property; and1.1.17 “Tenants” means the person(s)

24、 who has/have entered into a Tenancy Agreement with the Assignor and “Tenant” means any one of the Tenants.1.2 This Assignment: Except to the extent that the context otherwise requires, any reference to “this Assignment” includes this Assignment as from time to time amended, modified or supplemented

25、 and any document which is supplemental hereto or which is expressed to be collateral herewith or which is entered into pursuant to or in accordance with the terms hereof.1.3 Assignors Obligations: Where more than one person constitutes the Assignor, all covenants, terms, warranties, undertakings, r

26、epresentations, stipulations and other provisions herein expressed to be made by the Assignor shall be deemed to be made by, and shall be binding, on them jointly and severally.1.4 References to Assignor: Where more than one person constitutes the Assignor, all references herein to “the Assignor” sh

27、all where the context so admits, include references to any or all of them.1.5 Headings and Clauses: The headings in this Assignment are inserted for convenience only and shall be ignored in construing this Assignment. Unless the context otherwise requires, words denoting the singular number only sha

28、ll include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter gender. References to the “Clauses” and the “Schedules” are to be construed as references to the clauses of, and the schedules to, this Assignment.2. COVENANT TO PAY2.1 The Assignor he

29、reby covenants:2.1.1 to pay and discharge upon demand (in respect of the Banking Facilities which are expressed to be payable on demand) or on the due date thereof, all moneys, obligations and liabilities whatsoever which now are or at any time hereafter (whether on or after any such demand or other

30、wise) may be due from or owing or payable by, or to be incurred by, the Assignor to the Assignee, in whatever currency the same shall be denominated or owing whether alone or jointly with any other person and on any account whatsoever, whether current or otherwise, and whether present, future, actua

31、l or contingent and whether as principal debtor, guarantor, surety or otherwise howsoever or in any manner whatsoever and all other liabilities, whether certain or contingent, whether or not under, pursuant to or in connection with any of the Facility Documents including (without limitation) all liabilities in connection with paying, accepting, endorsing or discounting any cheques, notes or bills, or under guarantees, documentary or other credits or any instrument whatsoever from time to time entered into by the Assignee for or at the request of the Assignor, and all commission, discount