3rd party Assignment of Sale Proceeds

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3rd party Assignment of Sale Proceeds
3rd PARTY DEED OF ASSIGNMENT
This ASSIGNMENT OF SALE PROCEEDS is made on the
and (20 )
day of
Two Thousand
BETWEEN:
(1)
(NRIC No.
) of
(“the Assignor”) of the
first part,
(2)
incorporated
in
(Company Registration No.
Singapore
and
having
its
registered
( “the Borrower”) of the second part,
) a company
address
at
AND
(3)
SING INVESTMENTS & FINANCE LIMITED (Company Registration No. 196400348/D) a
company incorporated in Singapore and having its registered address at 96 Robinson Road #0101, SIF Building, Singapore 068899 (‘the Assignee”) of the third part.
WHEREAS:
(A)
By a facility letter dated the
day of
20 as varied amended supplemented or
substituted from time to time (hereinafter collectively called “the Facility Agreement”), the
Assignee has agreed to make available to the Borrower a [ to insert the type of loan such as
Term, Housing, Revolving or Non Revolving Loan etc etc ] Loan (hereinafter referred to as
“the Loan”) subject to the terms and conditions set out therein.
(B)
It is a condition precedent to the availability of the Loan that the Assignor executes this
Assignment in favour of the Assignee.
NOW THIS DEED WITNESSES as follows:
1.
INTERPRETATION
1.1
Definitions: In this Assignment, unless the context otherwise requires:
(1)
“the Loan ” shall mean the all the Borrower’s liabilities to the Assignee arising out
of or in connection with the Loan granted or to be granted by the Assignee to the
Borrower under the Facility Agreement and shall include all outstanding interests,
fees, costs, expenses and any other moneys whatsoever, which are expressed to be
payable, whether at maturity or otherwise by the Borrower under the Facility
Agreement at any given time;
(2)
“Option/Sale and Purchase Agreement” shall mean the option and/or the
agreement entered into from time to time (whether before, on or after the date of
this Assignment) by the Assignor for the sale of the Unit;
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(3)
(4)
“personal data”, “processing” or “process” shall have the same meanings
ascribed to them under the Personal Data Protection Act 2012;
“Purchaser” shall mean the purchaser of the Unit under the Option/Sale and
Purchase Agreement and references to the Purchaser shall include references to
any one or more or all of the Purchasers;
(5)
“Sale Proceeds” shall mean all the sale proceeds of the Unit payable under the
Option/Sale and Purchase Agreement including damages arising out of the
Option/Sale and Purchase Agreement;
(6)
“Unit”
(7)
shall
mean
[please insert description of sold property
] ;
references to the Assignee shall include references to its successors in title,
permitted assigns and permitted transferees;
(8)
any reference to any statute or other written law (including subsidiary legislation)
shall include any amendment or revision thereto or re-enactment thereof from time
to time; and
(9)
clause headings are for ease of reference only and shall not affect the interpretation
of this Assignment.
(10)
Unless the context requires otherwise, words denoting the singular number only
shall include the plural and vice versa and words denoting the masculine gender
only shall also include the feminine gender and vice versa and words importing
persons shall include firms and corporation.
1.2
Provisions of Facility Agreement: This Assignment is made pursuant to the Facility
Agreement and all terms, conditions, stipulations and powers therein contained shall, with all
necessary modifications, apply to this Assignment and are hereby incorporated. In the event of
any conflict or inconsistency between the provisions of the Facility Agreement and this
Assignment, the provisions of the Facility Agreement shall prevail.
2.
COVENANT TO PAY
In pursuance of the Facility Agreement and in consideration of the Assignee agreeing to make
or to continue to make the Loan available to the Borrower, the Borrower hereby covenants with
the Assignee duly and punctually to repay the Loan in accordance with the provisions of the
Facility Agreement and this Assignment.
3.
ASSIGNMENT
In further pursuance of the Facility Agreement and for the consideration mentioned in clause 2
hereof, the Assignor as beneficial owner, by way of a continuing security for the due payment
and discharge by the Borrower to the Assignee of the Loan and for the due observance and
performance by the Borrower of all its obligations under or in connection with the Facility
Agreement and this Assignment, HEREBY ASSIGNS AND AGREES TO ASSIGN
absolutely to the Assignee all its present and future rights, title, benefit and interest in and
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under the Option/Sale and Purchase Agreement including (but without prejudice to the
generality of the foregoing) all Sale Proceeds and other moneys from time to time payable
thereunder by the Purchaser and all other rights and benefits whatsoever thereby accruing to
the Assignor PROVIDED THAT if the Loan shall have been duly paid and discharged in full
in accordance with the provisions of the Facility Agreement and this Assignment, the Borrower
shall have no further obligations whatsoever in respect of the Loan under the Facility
Agreement and this Assignment, the Assignee will, at the request and cost of the Assignor
and/or the Borrower, reassign to the Assignor or as the Assignor may direct, all the rights,
benefits, title and interest of the Assignor hereby assigned or will otherwise discharge the
security created by this Assignment.
4.
RIGHTS AND OBLIGATIONS
4.1
Performance of Agreements: The Assignor shall remain liable to and shall perform all the
obligations to be performed by it under or arising out of the Option/Sale and Purchase
Agreement and the Assignee shall have no obligation of any kind whatsoever in relation thereto
or be under any liability whatsoever in the event of any failure by the Assignor to perform any
such obligations.
4.2
Assignee not obliged to claim: It is further agreed and declared that, notwithstanding the
assignment hereinbefore contained the Assignee shall not be obliged to make any enquiry as to
the nature or sufficiency of any payment made under the Option/the Sale and Purchase
Agreements or to make any claim or take any other action to enforce any rights and benefits or
to collect any moneys hereby assigned to the Assignee or to which the Assignee may at any
time be entitled hereunder.
4.3
Assignor to indemnify: The Assignor agrees to indemnify and hold harmless the Assignee
from all costs and expenses including legal costs on a full indemnity basis, claims demands
actions and proceedings, damage or liabilities whatsoever arising out of the performance or
failure in performance of the Assignor's obligations in respect of or in connection with the
Option/Sale and Purchase Agreement.
5.
ASSIGNOR'S COVENANTS
The Assignor hereby covenants with the Assignee that:
(1)
to give notice of assignment to Purchaser: forthwith upon the execution of this
Assignment, the Assignor shall give notice to the relevant Purchaser of this
Assignment in the form of Appendix A hereto and use best endeavours to procure
that such Purchaser acknowledges receipt to the Assignee in the form of Appendix
B hereto;
(2)
to deliver Option/Agreement: the Assignor will deliver to the Assignee a copy
(duly certified true and correct by the Assignor) of the Option/Sale and Purchase
Agreement;
(3)
payment of sale proceeds: the Assignor will pay to the Assignee all moneys
payable in respect of the Unit. Without prejudice to the foregoing, the Assignor
will notify the Purchaser to pay all moneys due and owing under the Option/Sale
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and Purchase Agreement by account payee crossed cheque drawn in favour of the
Assignee;
(4)
to provide information: the Assignor will, at the Assignee’s request, furnish to the
Assignee a report setting out the status and such other information concerning the
sale of the Unit as the Assignee may reasonably require
(5)
not to vary Option/Agreement: the Assignor will not without the prior written
consent of the Assignee, agree to any material variation to the Option/Sale and
Purchase Agreement or waive in any material aspect any of his rights thereunder or
release any of the Purchaser from any of his material obligations thereunder or
waive any material breach by the Purchaser of his obligations thereunder or
consent to any such act of the Purchaser as would otherwise constitute such a
breach;
(6)
to perform Option/Agreement: the Assignor will perform his obligations under
the Option/Sale and Purchase Agreement and will use his best endeavours to
procure that the Purchaser shall perform his obligations thereunder;
(7)
to forward notices: the Assignor will send a copy of all material notices received
or given by him under the Option/Sale and Purchase Agreement, within seven days
of him so receiving or giving the relevant notice, to the Assignee;
(8)
to pay fees, etc: the Assignor will pay all fees and expenses which the Assignee
may incur in connection with this Assignment;
(9)
not to assign, etc: save for the Caveats and Applications to Notify Charge lodged
against the Unit as at the date of this Assignment, the Assignor will not assign,
pledge, transfer or encumber any of his rights or interests under the Option/Sale
and Purchase Agreement other than pursuant to this Assignment.
6.
POWER OF ATTORNEY
6.1
Security powers: As security for the performance of his obligations hereunder the Assignor
hereby irrevocably appoints and constitutes the Assignee or any person nominated by the
Assignee under the hand of any of its duly authorised officer to be the Assignor's true and
lawful attorney (hereinafter referred to as the "Attorney", which expression shall include any
substitute attorney appointed hereunder and for the time being acting) with full power (in the
name of the Assignor or otherwise), at any time after an Event of Default has occurred, at the
expense of the Assignor to exercise in such manner as it thinks fit any right or power conferred
on the Assignor by the Option/Sale and Purchase Agreement to perform or enforce the
Option/Sale and Purchase Agreement, to pay any moneys due thereunder, and to ask, require,
demand, receive, compound and give acquittance for any and all moneys and claims for
moneys due and to become due under or arising out of the Option/Sale and Purchase
Agreement, to enforce any provisions thereof, to give valid receipts and discharges, to endorse
any cheque or other instrument or orders in connection therewith, to perform on the Assignor's
behalf (and at the Assignor's risk and expense) any of the Assignor's obligations thereunder and
generally to file any claims or take any action or institute any proceedings which to the
Attorney may seem to be necessary or advisable. The Attorney shall notify the Assignor as
soon as practicable of any exercise of its powers under the provisions of this clause 6.1.
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6.2
Ratification of Attorney's acts: The Assignor hereby declares that all acts and things done and
all deeds, instruments and documents executed by the Attorney by virtue of the provisions
hereof on behalf of the Assignor shall be as good valid and effectual to all intents and purposes
whatsoever as if the same had been duly and properly done or executed by the Assignor itself
and the Assignor hereby undertakes to ratify and confirm all such acts and things done and all
such deeds, instruments and documents executed by virtue of the powers and authority hereby
conferred.
6.3
Powers irrevocable: The Assignor hereby further declares that the powers and authority
conferred by clause 6.1 hereof are given for valuable consideration and shall be and remain
irrevocable until payment and discharge of the Loan.
No liability: The Assignee and the Attorney shall not be liable to the Assignor for any loss
suffered by the Assignor as a result of the exercise by the Attorney in good faith of the powers
conferred by clause 6.1 hereof.
6.4
7.
POWERS OF THE ASSIGNEE
7.1
If the Loan is not paid or discharged when due or if requested by the Assignee, the Assignee
may exercise in respect of the Option/Sale and Purchase Agreement without notice and without
any statutory restriction (in particular the restrictions in Section 25 of the Conveyancing and
Law of Property Act (Cap 61)) and whether or not a Receiver shall have been appointed, all the
powers conferred upon a mortgagee by the said Act or otherwise in law or in equity as hereby
varied or extended (with full power to sell or dispose of the rights benefits title and interest
hereby assigned at such times in such manner and generally on such terms and conditions and
for such consideration as the Assignee may think fit with power to execute assurances and give
effectual receipts and do all other acts and things necessary or desirable for completion of the
sale or other disposition and to apply all moneys received by the Assignee under or in
connection with the Option/Sale and Purchase Agreement in or towards payment or discharge
of the Loan and all the powers and discretions hereby conferred either expressly or by inference
on the Assignee or any Receiver.
7.2
No restriction on consolidation of mortgages (in particular Section 21 of the said Act) shall
apply to this Assignment.
7.3
The Assignee may at any time without notice notwithstanding any intermediate settlement of
account or other matter whatsoever set-off or transfer any sum or sums standing to the credit of
any account of the Assignor with the Assignee wheresoever situate and apply the same in or
towards satisfaction of the Loan. For this purpose the Assignee is authorized to purchase with
the moneys standing to the credit of such account such other currencies as may be necessary to
effect such application. Where such set-off or transfer requires the conversion of one currency
into another, such conversion shall be effected at such rate of exchange as the Assignee may
deem fit, The Assignee shall not be obliged to exercise any right given to it by this Clause 7.3.
7.4
If the Borrower fails to pay any moneys on their due date under the Facility Agreement and
this Assignment, then the Assignee may (at its own option) debit all or part of such moneys to
any account which the Borrower may have with the Assignee and generally exercise any rights
of lien, combination of accounts and any other rights available to the Assignee.
7.5
If the Assignor shall execute or create any further or subsequent encumbrance over the Option/
Sale and Purchase Agreements or otherwise deal with the same in favour of any other person of
which the Assignee receives notice either actual or constructive, the Assignee may on receiving
such notice forthwith open a new or separate account or accounts with the Assignor either
alone or jointly with any other person and if the Assignee does not in fact open such new or
separate account or accounts the Assignee shall nevertheless be deemed to have done so at the
time when the Assignee received or was deemed to have received such notice (hereinafter
called “the time of notice”) and as from and after the time of notice all payments to account
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made by or on behalf of the Borrower to the Assignee shall (notwithstanding any legal or
equitable rule or presumption to the contrary) be placed or deemed to have been placed to the
credit of the new or separate account or accounts so opened or deemed to have been opened as
aforesaid and shall not go in reduction of any part of the moneys owing to the Assignee under
the Facility Agreement and this Assignment at the time of notice PROVIDED ALWAYS that
nothing in this Clause shall prejudice the security which the Assignee otherwise would have
had hereunder for the payment of the moneys, costs, charges and expenses herein referred to
notwithstanding that the same may became due or owing or be incurred after the time of notice.
8.
REPRESENTATIONS AND WARRANTIES
8.1
The Assignor acknowledges that the Assignee has entered into the Facility Agreement in full
reliance on representations by the Assignor in the following terms, and the Assignor now
warrants to the Assignee as follows:
(1)
no encumbrances: save as provided herein, it has not and will not assign, charge,
pledge or otherwise encumber any of its rights, title and interest under or in respect
of the Option/Sale and Purchase Agreement;
(2)
power to enter into Assignment: it has the power to enter into and perform and
comply with obligations under and to create the security expressed to be created by
this Assignment;
(3)
completeness and accuracy of personal data: the personal data of the Assignor
and/or the Borrower and the Purchaser and their particulars, description, details
and other information confidential or otherwise as set out in this Assignment, the
application form and all other documents are true, complete, accurate and correct
in every respect and undertake to correct them if they become untrue, incomplete,
inaccurate, misleading or incorrect;
(4)
authority to provide personal data: the Assignor and/or the Borrower has/have the
authority to provide the personal data and details of its directors, shareholders,
partners, trustees, officers, attorneys, authorized signatories, the Purchaser or any
other relevant persons, as the case may be, and other information confidential or
otherwise as set out in this Assignment, the application form and all other
documents to the Assignee and that the aforesaid personal data, details and other
information confidential or otherwise provided to the Assignee have been
processed in accordance with all applicable laws;
(5)
consents, etc: all actions, conditions and things required to be taken, fulfilled and
done (including the obtaining of any necessary consents) in order (i) to enable it
lawfully to enter into, exercise its rights (if any) and perform and comply with its
obligations under this Assignment (including the security expressed to be created
by this Assignment), (ii) to ensure that these obligations and such security are
binding and enforceable, and (iii) to make this Assignment admissible in evidence
in the courts of Singapore, have been taken, fulfilled and done;
(6)
validity of Option/Agreement: the Option/Sale and Purchase Agreement which the
Assignor has entered into constitute valid, binding and enforceable obligations of
the parties thereto in favour of the persons in whose favour such obligations are
expressed to be owed or undertaken, are of full force and effect and will not be
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varied or modified in any way from the form in which they were entered into
without the prior written consent of the Assignee;
(7)
licences, etc: all relevant licences, approvals, permissions and authorisations
(governmental or otherwise) which are necessary to enable the Assignor to perform
any of the transactions contemplated by the Option/Sale and Purchase Agreement
have been or will be obtained, or will at all relevant times, be of full force and
effect;
(8)
non-violation: neither its entry into, exercise of its rights (if any) and/or
performance of or compliance with its obligations under this Assignment
(including the creation of the security expressed to be created by this Assignment)
does or will violate, or exceed any borrowing or other powers or restrictions
granted or imposed under or pursuant to any law to which it is subject or any
agreement to which it is a party or which is binding on it or its assets;
(9)
no litigation, etc: no litigation, arbitration or administrative proceeding is current
or pending or, so far as it is aware, threatened to restrain the entry into, exercise of
its rights (if any) under and/or performance or enforcement of or compliance with
its obligations under, or the creation of the security expressed to be created by this
Assignment or which might have a material adverse effect on the business, assets
or condition of the Assignor and/or the Borrower.
8.2
Each of the representations and warranties contained in the preceding sub-clause shall survive
and be construed to have full force and effect after the execution of this Assignment and the
Assignor hereby warrants to the Assignee that the above representations and warranties will be
true and correct and fully observed until the reassignment pursuant to the proviso to clause 3
hereof.
9.
APPOINTMENT AND POWERS OF RECEIVER
9.1
If the Loan is not paid or discharged when due or if requested by the Assignee, the Assignee
may appoint any person to be a Receiver of the Option/Sale and Purchase Agreement (with
power to authorize any joint Receiver to exercise any power independently of any other joint
Receiver) and may from time to time fix his or their remuneration and may remove any
Receiver so appointed and appoint another in his place.
9.2
A Receiver shall be the agent of the Assignor and the Assignor shall be solely responsible for
his acts or defaults and for his remuneration.
9.3
A Receiver shall have all the powers conferred from time to time on receivers by the
Conveyancing and Law of Property Act (Cap 61), including those contained in Section 29 but
excluding the restrictions in Sections 29(6) and 29(7), to do or omit to do anything which the
Assignor could do or omit to do in relation to the Option/Sale and Purchase Agreement. In
particular (but without limitation) a Receiver shall have power to do all or any of the following
acts and things :
(1)
Take possession of, collect and get in all or any of the Option/Sale and Purchase
Agreements and the proceeds thereof and all records, correspondence and other
documents relating thereto; bring, defend or discontinue any proceedings or submit
to arbitration in the name of the Assignor or otherwise as may seem expedient to
him and to exercise in such manner as he may think fit any right conferred on the
Assignor by or in relation to the Option/Sale and Purchase Agreement or to perform
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or enforce the Option/Sale and Purchase Agreemens.
(2)
Perform, vary or cancel any obligation of the Assignor under or in respect of the
Option/Sale and Purchase Agreement on such terms as he may think fit without
being responsible for any loss or damage.
(3)
Raise or borrow any money from or incur any other liability to the Assignee or
others on such terms with or without security as he may think fit, and so that any
such security may be or include a charge on the whole or any part of the
Option/Sale and Purchase Agreements ranking in priority to this security or
otherwise.
(4)
Without being subject to any statutory restrictions on his powers in any jurisdiction
or the need to observe any statutory limitation in any jurisdiction including, without
prejudice to the generality thereof. the restrictions imposed by Section 25 of the
said Act or the need to observe any of the provisions of Section 23 of the said Act,
sell by public auction or otherwise dispose of or deal with the Option/Sale and
Purchase Agreement or concur in so doing in such manner for such consideration
and generally on such terms and conditions as he may think fit with full power to
transfer or otherwise deal with the same in the name and on behalf of the Assignor
or otherwise,
(5)
Make any arrangement or compromise or enter into or cancel the Option/Sale and
Purchase Agreement as he shall think expedient.
(6)
Sign any document, execute any deed and do all such other acts and things as may
be considered by him to be incidental or conducive to any of the matters or powers
aforesaid or to the realization of the security of the Assignee and to use the name of
the Assignor for all the purposes aforesaid.
10.
THE ASSIGNEE. RECEIVERS AND PURCHASERS
10.1
All moneys received by the Assignee or any Receiver pursuant to this Assignment shall be
applied after the discharge of the remuneration and expenses of the Receiver and all liabilities
having priority thereto by law in or towards satisfaction of the Loan in such order as the
Assignee in its absolute discretion may from time to time decide.
10.2
No purchaser or other person shall be bound or concerned to see or enquire whether the right of
the Assignee or any Receiver to exercise any of the powers conferred by this Assignment has
arisen or not or be concerned with notice to the contrary or with the propriety of the exercise or
purported exercise of such powers.
10.3
The Assignor and the Borrower undertake with the Assignee on demand to pay all costs,
charges and expenses incurred by the Assignee or any Receiver in or about the enforcement
preservation or attempted preservation of this security or of the Option/Sale and Purchase
Agreement or any of them on a full indemnity basis with interest at the default interest rate
stipulated in the Facility Agreement or at such other rate as the Assignee may from time to time
determine and otherwise on such terms as the Assignee may from time to time stipulate. Any
Receiver shall be entitled to remuneration appropriate to the work and responsibilities involved
upon the basis of charging from time to time adopted by the Receiver in accordance with the
current practice of his firm.
10.4
Neither the Assignee nor any Receiver shall be liable to account as mortgagee in possession in
respect of the Option/Sale and Purchase Agreements nor be liable for any loss upon realisation
or for any neglect or default of any nature whatsoever in connection therewith for which a
mortgagee in possession may be liable as such.
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10.5
The Assignor and the Borrower shall indemnify the Assignee and any Receiver against all
losses, actions, claims, expenses, demands or liabilities whether in contract tort or otherwise
now or hereafter incurred by any of them or by any manager, agent officer or employee for
whose liability, act or omission any of them may be answerable or for anything done or omitted
in the exercise or purported exercise of the powers herein contained or occasioned by any
breach by the Assignor and/or the Borrower of any of its undertakings or other obligations to
the Assignee. The Assignor and the Borrower shall so indemnify the Assignee and any
Receiver on demand and shall pay interest on the sum demanded at the default interest rate
stipulated in the Facility Agreement or at such other rate as the Assignee may from time to time
determine and otherwise on such terms as the Assignee may from time to time stipulate and
until paid or repaid such moneys shall be secured by this Assignment
10.6
Any sale or other disposition by the Assignee or by any of its nominees or by a Receiver may
be made upon such terms as the Assignee or the Receiver may think fit.
11.
INDEMNITY
If the Assignee exercises or seeks to exercise its rights or powers hereunder with respect to the
Option/Sale and Purchase Agreement or if the Assignee makes any payment in respect of the
Option/Sale and Purchase Agreement or incurs any expense in or about doing any of the
foregoing or in or about protecting its rights and interests in relation to the Option/Sale and
Purchase Agreement, all moneys so expended for the purposes aforesaid shall on demand be
repaid by the Assignor and the Borrower to the Assignee together with interest thereon at the
default interest rate stipulated in the Facility Agreement and the Assignor and the Borrower
shall indemnify and hold the Assignee harmless against all and any damages, losses, costs
(including but not limited to legal costs on a full indemnity basis), claims, liabilities and
expenses arising from the exercise or attempted exercise of such rights or powers.
12.
12.1
DISCLOSURE
The Assignor and the Borrower hereby consent and authorise the Assignee and its authorised
officers at any time in such manner and under such circumstances as it deems necessary or
expedient in its sole discretion to collect (including by way of video recordings and/or recorded
voice calls), use, disclose, process and transfer, without prior reference and without any
liability to the Assignor and the Borrower, the personal data and any information confidential
or otherwise relating to the Assignor, the Borrower, the authorized signatory, the Purchaser, the
credit and loan facilities, the Loan, the Option/Sale and Purchase Agreement, the Unit, and/or
the Assignor’s and/or the Borrower’s account(s) with the Assignee (including but not limited
to their credit standing, financial position and payment records), whether held alone or jointly
with any other person(s) (“the information”) to any person whether located in or outside
Singapore for any business and legal purposes whatsoever as the Assignee deem fit or
reasonable, including (but without limiting the generality of the foregoing):(a) any branch, agency, representative office, affiliated, associated or related corporation of
the Assignee and their respective officers, servants or agents, whether situated in or out of
Singapore (collectively, “SIF Group of Companies”);
(b)
any attorney or authorized signatory of the Assignor, the Borrower and/or any
person who has undertaken or propose to undertake any liability to the Assignee or has
provided or propose to provide any security to the Assignee in respect of the Loan;
(c)
any solicitor(s) or professional advisors acting for the Assignee, the Borrower, the
Purchaser or any other party involved with the Loan or any security thereof, for purposes in
connection with the enforcement of the Assignee’s rights, powers and remedies against the
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Assignor, the Borrower, the Purchaser and/or in relation to the Loan and/or any security given
in connection therewith;
(d)
any person engaged by the Assignee to collect any sums of money owing to the
Assignee by the Assignor, the Borrower, the Purchaser and/or to recover or repossess the Unit
or any other securities for any purposes in connection therewith;
(e)
the Commissioner of Stamp Duties, the Accounting and Corporate Regulatory
Authority and/or any other government officials or departments or relevant bodies to whom the
Assignee deems fit to disclose the information, for purposes in connection with stamping (or
assessment of stamp duties on), registering, lodging or filing any or all documents in
connection with this Assignment and the Loan;
(f)
the Monetary Authority of Singapore or any government or regulatory agency or
authority in Singapore or any other country in the world (including but not limited to the tax
authorities and the securities exchange) under any laws, regulations, agreements or treaties
made by or between tax authorities and/or governments;
(g)
any potential assignee or transferee or grantee or to any person who has or may
enter into contractual relations with the Assignee in relation hereto including but not limited to
any business transfers, disposals, mergers or acquisitions;
(h)
any stationery printers, publishers, the vendors of the computer systems used by the
Assignee and to such person(s) installing and maintaining the same, the suppliers of goods or
any service providers engaged by the Assignee;
(i)
any stock exchange, court, tribunal or authority (including any regulatory or tax
authority) in Singapore or any other country in the world, whether governmental or quasigovernmental;
(j)
the auditors for the time being of the Assignee and/or the Assignor and/or the
Borrower, the Purchaser and/or the Assignor and/or the Borrower shall pay all costs, charges,
fees and other out-of pocket expenses, whether legal or otherwise, in respect of such
disclosure;
(k)
any special accountant or consultant, manager and/or receiver appointed by the
Assignee;
(l)
any service provider for the purpose of conducting searches and screening checks
(including background, bankruptcy, winding up, judicial management, cause book, solvency
checks etc) as part of the granting of the Loan herein;
(m)
any agent, contractor, broker, banker, valuer, insurer, insurance agent or third party
service provider including but not limited to those who provide administrative, computer, loan
repayment processing (via GIRO etc), valuation or insurance coverage in respect of the Unit;
(n)
the Singapore Land Authority (“SLA”), its successor and assigns, any body or
organization assuming the material functions of the SLA in replacement of the same and any
other central registration and/or regulatory body/bodies;
(o)
the Credit Bureau (Singapore) Pte Ltd and/or any other credit reference agency or
bureau and/or its/their compliance committees and for the aforesaid parties to disclose the
information to any third party or parties including but not limited to its/their members,
subscribers or agents;
(p)
the relevant authorities for the purposes of conducting checks with the Do Not Call
Registry;
(q)
the Central Provident Fund Board (“CPF Board”) and/or its officers to be used in such
manner as the CPF Board and/or its officers deem proper in its/their absolute discretion
(applicable only for cases where CPF savings have been used);
(r)
the Housing & Development Board (“HDB”) and/or its officers to be used in such
manner as HDB and/or its officers may deem proper in its/their absolute discretion;
(s)
the Jurong Town Corporation (“JTC”) and/or its officers to be used in such manner as
JTC and/or its officers may deem proper in its/their absolute discretion (applicable only for
cases where the Unit is a JTC property);
10
(t)
the police or any public officer conducting an investigation in connection with any
offence including suspected offences;
(u)
any party for data processing, statistical and risk analysis purposes;
(v)
any party pursuant to any order of court or in accordance with the law or any
statutory or regulatory requirements of Singapore or any other country in the world;
(w)
any person the Assignee considers appropriate, necessary or desirable for any
purpose including feedback, marketing, promotional and/or cross-selling purposes;
(x)
any party for commercial banking or business purposes as the Assignee and/or SIF
Group of Companies may deem fit or reasonable;
(z)
any other party to whom the Assignee and/or SIF Group of Companies reasonably
deem necessary or expedient in its interest; or
(y)
(Where applicable) any party (including but not limited to the ordering,
intermediary or beneficiary financial institutions) relating to any wire transfer made by the
Assignee on behalf of the Assignor and/or the Borrower and/or the Purchaser in respect of the
Unit and the Assignor and/or the Borrower and/or the Purchaser also agrees that the message or
payment instruction that accompanies or relates to the said wire transfer shall include the
following information:(i)
the name of the Assignor and/or the Borrower and/or the Purchaser;
(ii)
the Assignor’s and/or the Borrower and/or the Purchaser account
number (or unique reference number assigned by the ordering
institution where no account number exists);
(iii)
the Assignor’s and/or the Borrower’s and/or the Purchaser’s address,
unique identification number, or date and place of birth (where the
Assignor or the Borrower is an individual) or the Assignor’s and/or the
Borrower’s and/or the Purchaser’s business and registered addresses,
registration number, date of incorporation and country of incorporation
(where the Assignor and/or the Borrower and/or the Purchaser is a
corporate entity); and
(iv)
such other information as the Assignee deem fit.
12.2 Without prejudice to Clause 12(1) hereof, the Assignor and the Borrower consent to the Assignee
and its related companies and their respective agents, service providers, suppliers and business partners
collecting, using, disclosing, processing and/or transferring their personal data upon the terms and
conditions as set out in the Assignee’s Privacy Policy Notice which is accessible at www.sif.com.sg or
available on request. The Assignor and the Borrower confirm that they have read, understood and accept
all the terms and conditions as set out in the Assignee’s Privacy Policy Notice as may be amended, revised
or substituted from time to time.
12.3 For the avoidance of doubt, it is hereby agreed and declared that the Assignee’s rights under this
Clause shall be in addition to and without prejudice to any other rights of collection, use, disclosure,
processing or transfer of the personal data and any other information confidential or otherwise which the
Assignee may have under the law or any statutory provisions or at common law or equity and nothing
herein shall be construed as limiting any of those other rights.
13.
NO LIABILITY FOR DISCLOSURE
13.1 The Assignor hereby expressly and irrevocably permits and authorizes the Assignee and SIF Group
of Companies to act in their sole discretion in any way they deem fit, without prior reference to the
Assignor and/or the Borrower when served with a court order issued by the Singapore courts or a court of
any other country in the world and will not hold the Assignee and/or SIF Group of Companies liable for
any loss or damage incurred or suffered as a result of the actions of the Assignee and/or SIF Group of
Companies in complying with the orders.
11
13.2 For the purposes of the consents and authorizations given herein by the Assignor and the Borrower
and/or for the purposes of the Assignee and SIF Group of Companies complying with all applicable laws in
Singapore and any other country in the world, the Assignor and the Borrower waive any bank secrecy,
privacy or data protection rights in respect of all confidential information, personal data of the Assignor,
the Borrower, the Purchaser and/or the attorney, the authorized signatory and/or any other relevant person
and/or any account of the Assignor and/or the Borrower and/or the Purchaser with the Assignee and SIF
Group of Companies.
14.
REVIEW OF LOAN
14.
Without prejudice to any other right or remedy of the Assignee and notwithstanding any other
provision or term in this Assignment to the contrary, it is hereby expressly agreed and acknowledged and
accepted by the Assignor and the Borrower that the Loan granted or to be granted by the Assignee to the
Assignor and/or the Borrower may be reviewed from time to time and at any time by the Assignee at the
Assignee’s absolute discretion and nothing in this Assignment shall be deemed to impose on the Assignee
any obligation at law or in equity to make or continue to make the Loan available or give any other
financial accommodation and services to the Assignor and/or the Borrower. The Assignee shall have the
right at any time and at the Assignee’s absolute discretion to vary, amend, terminate, reduce, suspend or
cancel all or any part of the Loan and/or to demand immediate payment of the Loan.
15.
COMPLIANCE WITH ALL LAWS
15.
The Assignor and the Borrower undertake and declare that they have complied with and shall
continue to comply with all the laws (including all the applicable tax laws) in Singapore and elsewhere in
the world which apply to them including reporting their worldwide income and paying the requisite taxes
to the relevant and applicable tax authorities in Singapore and elsewhere in the world.
16.
SERVICE OF PROCESS
16.1 Personal service of any writ of summons or other originating process or sealed copy thereof pleadings
or other documents may be effected on the Assignor and/or the Borrower by leaving the same at the place of
business or abode or the address in Singapore of the Assignor’s and/or the Borrower’s last known (and in this
connection the Assignee shall be entitled to rely on the records kept by it or that of any registry or government
or statutory authority) and if the last known address of the Assignor and/or the Borrower shall be a postal box
number or other hold mail address then personal service may be effected by posting the same to such address
or addresses and the Assignor and the Borrower irrevocably confirm that service of such writs of summons
originating process pleadings or documents in the manner aforesaid may be served on any one or more of the
Assignor and/or the Borrower and such service shall be deemed good sufficient personal service on all the rest
of the Assignor and/or the Borrower to whom it has been addressed.
16.2.
The Assignor and the Borrower agree that the service of any writ of summons, statement of claim,
statutory demand, bankruptcy application, winding up application or any legal, enforcement or bankruptcy
notice, process or document in respect of any claim, action or proceeding (including legal, enforcement,
bankruptcy and winding up proceedings) may be effected by sending the same by hand or registered post to
the Assignor’s address and the Borrower’s address hereinbefore stated (or the last known place of abode or
the last known place of business or such other addresses as the Assignor and/or the Borrower may notify the
Assignee in writing) and such service of process shall be deemed to be good and effectual service on the
Assignor and the Borrower notwithstanding that it is returned by the post office undelivered. Nothing shall
affect the Assignee’s right to serve process in any other manner permitted under the applicable law.
12
17.
NOTICES
17.1
Any notice or certificate to be given to, or demand to be made on, the Assignor and/or the
Borrower (notwithstanding the death, insanity, bankruptcy, liquidation (whether voluntary or compulsory) or
dissolution of the Assignor and/or the Borrower) shall be deemed to have been duly given or made if it is in
writing, signed by an authorized officer of the Assignee or person/corporation/firm for the time being acting as
solicitor or solicitors for the Assignee, and delivered personally or sent by facsimile or pre-paid post addressed
to the party to be notified and forwarded to:(i)
the address of the Assignor and/or the Borrower as shown in this Assignment or, where a
new address has been notified in writing to the Assignee, that new address;
(ii)
in the case of a corporation, its registered office;
(iii)
the address of any property comprising the Property:
(iv)
the Assignor's and/or the Borrower’s last known place of business or abode in Singapore; or
(v)
the Assignor's and/or the Borrower’s then published facsimile number, or the last such
number advised to the Assignee by the Assignor and/or the Borrower in writing.
17.2
A communication sent by mail shall be deemed to have been received by the Assignor and the
Borrower on the second day after posting (excluding days on which no mail deliveries are normally
made) notwithstanding that it may be returned by the post office undelivered.
17.3
A communication sent by facsimile shall be deemed to have been received by the Assignor and the
Borrower at the time of despatch.
17.4
If the Assignor and/or the Borrower is more than one person the service of a notice or demand on any
such person shall be deemed to be service upon all such persons.
17.5
A statement signed by an authorised officer of the Assignee or person/corporation/firm for the time
being acting as solicitor or solicitors for the Assignee stating the date upon which any demand or
notice was posted shall in the absence of manifest error be prima fade evidence of the date upon
which that demand or notice was posted.
17.6
Notices, certificates and other correspondence in connection herewith required to be sent or given to
the Assignee shall be addressed by the Assignor and/or the Borrower and shall be sent to the
Assignee's address specified in this Assignment (or to such other address as may from time to time be
given by the Assignee to the Assignor and/or the Borrower for the purpose). Any such notice shall be
deemed to have been given, sent, served or received at the time of acknowledgement of receipt by a
duly authorised officer of the Assignee.
18.
FURTHER ASSURANCES
The Assignor agrees at any time, and from time to time upon the written request of the
Assignee, to execute and deliver promptly and duly to the Assignee any and all such further
13
instruments and documents which the Assignee considers necessary or expedient, or which are
required by law, for obtaining the full benefits of this Assignment and of the rights and powers
herein granted.
19.
FURTHER PROVISIONS
19.1
In favour of any person dealing with the Assignee hereunder, all acts done and documents
executed or signed by or on behalf of the Assignee shall in all circumstances be valid and
binding on the Assignor and its successors in title and assigns.
19.2
This Assignment shall be governed by and construed in all aspects in accordance with the laws
of the Republic of Singapore.
19.3
Save as expressly provided in this Assignment, a person who is not a party to this Assignment
has no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce or enjoy
the benefit of any term of this Assignment.
IN WITNESS WHEREOF the Assignor has hereunto set his hand and seal and the Borrower has
hereunto affix their Common Seal the day and year hereinbefore written.
SIGNED SEALED AND
DELIVERED by the Assignor
in the presence of:
The Common Seal of the Borrower
was hereunto affixed in the presence
of:-
)
)
)
)
)
)
)
)
Director
Director/Secretary
14
On this day of
A.D. 20 before me
, an Advocate and Solicitor of the Supreme Court of the Republic of Singapore practising
in Singapore personally appeared “
“ who of my own personal knowledge I know
to be the identical person whose name “
“ is subscribed to the within written
instrument and acknowledge that he had voluntarily executed this instrument in Singapore.
Witness my hand this
day of
20 .
I
, an Advocate and Solicitor of the Supreme Court of the Republic of Singapore practicing
in Singapore hereby certify that on the day of
A.D. 20 the Common Seal of
was duly affixed to the above written instrument at Singapore in my presence in accordance with the
regulations of the said company (which regulations have been produced and shown to me).
Witness my hand this
day of
20 .
15
APPENDIX A
NOTICE OF ASSIGNMENT
[ Date ]
To: [insert name and address of Purchaser]
Dear Sirs
[ Address of Unit (“Unit”)]
I/We refer to the *Option/Sale and Purchase Agreement (the “Option/Sale and Purchase Agreement”)
dated [
] between me/us and yourselves in relation to the Unit.
I/We hereby give you notice that by an Assignment dated [
] made between
me/ourselves and Sing Investments & Finance Limited (“the Assignee”), I/we have assigned to the
Assignee all my/our rights, title, interests and benefits under the Option/Sale and Purchase Agreement
including the sale proceeds and all moneys payable by you from time to time and/or on completion under
the Option/Sale and Purchase Agreement.
Please pay all amounts falling due under the Option/Sale and Purchase Agreement by account payee
crossed cheque issued in favour of " Sing Investments & Finance Limited” until you receive notice from
the Assignee whereupon you shall pay all such amounts to the Assignee in accordance with the payment
instructions set out in such notice.
Please note that I/we shall not, without the prior written consent of the Assignee, agree to any variation of
the Option/Sale and Purchase Agreement or release you from any of your obligations thereunder.
This notice and the instructions herein contained are irrevocable and may not be cancelled, modified or
varied without the prior written consent of the Assignee. Please acknowledge receipt of this notice to
me/us and to the Assignee on the enclosed duplicate of this notice.
Yours faithfully
_____________________
[Insert name of Assignor ]
cc
____________________
[Insert name of Assignor]
Sing Investments & Finance Limited
Attention:
16
APPENDIX B
ACKNOWLEDGMENT OF RECEIPT OF NOTICE FROM PURCHASER
(on Duplicate Notice of Assignment)
[Date]
From:
To :
cc :
[Purchaser]
Sing Investments & Finance Limited
96 Robinson Road #01-01 SIF Building
Singapore 068899
[Vendor]
Dear Sirs
[Address of Unit]
I/we hereby acknowledge and accept receipt of a Notice of Assignment in the form set out above and
confirm that we will comply with the directions to me/us therein contained.
Yours faithfully
_______________________________________
Name of Purchaser:
17
Between
(the Assignor),
(the Borrower)
And
SING INVESTMENTS & FINANCE LIMITED
(the Assignee)
THIRD PARTY ASSIGNMENT OF SALE PROCEEDS
Dated this
day of
20

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