THIS AGREEMENT Is Made the Between

THIS AGREEMENT is made the [] Between:-

(1) [] (Company Registration No. []), a company incorporated in Singapore and having its registered office at [ ] (hereinafter called "the Borrower") of the one part; and

(2) OVERSEA-CHINESE BANKING CORPORATION LIMITED, a company incorporated in Singapore and having its registered office at No. 65 Chulia Street #09-00 OCBC Centre, Singapore 049513 (hereinafter called "the Bank") of the other part.

WHEREAS:-

At the request of the Borrower, the Guarantor and the Shareholder (both as hereinafter defined) the Bank has agreed to make available to the Borrower, on and subject to the terms and conditions hereinafter appearing the Facility upon the security of the Mortgage, the Assignment of Sale Proceeds, the Assignment of Rental Proceeds, the Assignment of Building Contracts, the Assignment of Performance Bonds, the Assignment of Insurances, the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking (all as hereinafter defined) and subject to the terms and conditions hereinafter appearing.

NOW THIS AGREEMENT WITNESSETH as follows:-

1. INTERPRETATION

1.1 Definitions: In this Agreement, except to the extent that the context requires otherwise:-

"Agreement" means and includes this Agreement as may from time to time be varied or supplemented or otherwise modified;

"Advance" means, depending on the context, an advance made or to be made by the Bank to the Borrower under this Agreement or the amount of such advance for the time being outstanding and "Advances" means two or more such advances.

"Architect" means any architect or any substitute architect for the time being engaged by the Borrower as the architect for the Project;

*["Assignment of Building Contracts" means the deed executed or to be executed (as the context may require) by the Borrower assigning all the Borrower's rights title, interest and benefits in, under and arising out of the Building Contracts security for the Total Indebtedness and the said deed as amended, supplemented or modified from time to time;]

*["Assignment of Insurances" means the deed executed or to be executed (as the context may require) by the Borrower assigning all the Borrower's rights title, interest and benefits in, under and arising out of the Insurances as security for the Total Indebtedness and the said deed as amended, supplemented or modified from time to time;]

*["Assignment of Performance Bonds" means the deed executed or to be executed (as the context may require) by the Borrower assigning all the Borrower's rights title, interest and benefits in, under and arising out of the Performance Bonds as security for the Total Indebtedness and the said deed as amended, supplemented or modified from time to time;]

*["Assignment of Rental Proceeds" means the deed executed or to be executed (as the context may require) by the Borrower assigning all the Borrower's rights title, interest and benefits in, under and arising out of the Tenancy Agreements as security for the Total Indebtedness and the said deed as amended, supplemented or modified from time to time;]

*["Assignment of Sale Proceeds" means the deed executed or to be executed (as the context may require) by the Borrower assigning all the Borrower's rights title, interest and benefits in,

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under and arising out of the Sale and Purchase Agreements as security for the Total Indebtedness and the said deed as amended, supplemented or modified from time to time;]

"Availability Period" means (i) in respect of the Land Loan Facility, the DCL Facility and the Guarantee Facility, upon the satisfactory completion of legal documentation up to [date] whichever is the earlier, or such later date as the Bank may at its sole discretion prescribe; (ii) in respect of the Construction Loan Facility the period when the preliminary works of the Project referred to in Clause 4.3(d) can commence up to the Final Repayment Date or until a demand shall be made by the Bank for the repayment of the Construction Loan Facility and interest thereon PROVIDED that if:-

(a) the Land Loan Facility and/or the DCL Facility and/or the Guarantee Facility and/or the Construction Loan Facility shall be fully drawndown, or

(b) the obligations of the Bank to make the same available shall cease pursuant to Clauses 11 and 18,

then the Availability Period in respect of the Land Loan Facility and/or the DCL Facility and/or the Guarantee Facility and/or the Construction Loan Facility (where applicable) shall terminate on such earlier occasion;

"Available Facility" means at any particular time, the amount of the Facility less the total amount of the Loans then outstanding;

"Bank" includes its successors and assigns;

"Banker's Guarantee" means any bank guarantee issued by the Bank pursuant to the Guarantee Facility;

"Beneficiary" means [] / Controller of Housing;

"Board Rate" means the prevailing board rate for Dollars for the time being laid down by the Bank;

"Borrower" includes its successors;

"Building Contract" means the building contract executed or to be executed (as the context may require) between the Borrower and the Contractor in respect of the construction of the Project and the said agreement as amended, supplemented or modified from time to time and Building Contracts means the plural thereof;

"Business Day" means any day on which the banks and the Bank in Singapore are open for business [and which banks in the country of the Currency of Drawing are also open for business] but excluding Saturdays, Sundays and gazetted public holidays;

"Construction Costs" means the cost of construction of the Project estimated to be S$[] including the professional fees of the Borrower’s professional bodies and goods and services tax and the costs listed in Schedule 1 or such other expenses approved by the Bank and under the Project Account Rules;

"Construction Loan" means the aggregate principal amount for the time being drawndown and outstanding under the Construction Loan Facility;

"Construction Loan Facility" means the construction loan facility which shall not in the aggregate exceed S$[] or up to [ ]% of the Construction Costs of the Project whichever is the lower, provided that the final Construction Costs shall not be more than S$[ ] including the professional fees of the Borrower’s professional bodies and goods and services tax, otherwise the Construction Loan Facility shall be reduced to [ ]% of the final Construction Costs, or such other reduced or lesser amount as the Bank may at its sole discretion prescribe extend or to be extended (as the context may require) by the Bank to the Borrower on the terms and conditions of this Agreement; OCBC Legal / Jun 2009 3

"Contractor" means the contractor and any substitute contractor for the time being appointed as the main contractor for the Project;

"Controller of Housing" means the Controller of Housing appointed under Section 3 of the Housing Developers Act;

*["Cost of Funds" means the cost (whether incurred or not) to the Bank in funding or taking deposits in Dollars in the Singapore interbank market to an amount comparable to each Advance of the Facility together with any other costs occasioned by or attributable to complying with reserves, liquidity, deposit or other requirements imposed by the Monetary Authority of Singapore or any relevant authority or authorities, as determined by the Bank, which determination shall, in the absence of manifest error, be final and conclusive on the Borrower.]

"Cost Overruns" means the cost in excess of the sum of S$[] including the professional fees of the Borrower’s professional bodies and goods and services tax or such sum as may be determined by the Bank being the estimated total Construction Costs for the completion of the Project;

"Currency of Drawing" means the currency in which the Drawing was advanced;

"CSC" means the certificate of statutory completion issued or to be issued (as the context may require) by the competent authority in respect of the Project;

"DCL" means the aggregate principal amount for the time being drawdown and outstanding under the DCL Facility;

"DCL Facility" means the Development Charge/Differential Premium loan facility granted by the Bank to the Borrower to finance up to [ ]% of the Development Charge/Differential Premium in relation to the Project *[or for such other purpose as the Bank may in its absolute discretion allow] or in an amount not exceeding $[] whichever is the lower, extended or to be extended (as the context may require) by the Bank to the Borrower on the terms of this Agreement;

"Deed of Subordination" means the deed executed or to be executed (as the context may require) by the Subordinated Lender and the Borrower, subordinating the Subordinated Indebtedness to the Total Indebtedness in favour of the Bank and the said deed as amended, supplemented, or modified from time to time;

"Default Interest" means []% per annum above the Prime Rate;

"Development Charge" means the development charge (if any) levied on and paid/to be paid by the Borrower to the competent authority to develop the Project;

"Differential Premium" means the differential premium (if any) levied on and paid/to be paid by the Borrower to the competent authority;

"Developer's Licence" means the developer's licence (sale licence) issued or to be issued (as the context may require) by the competent authority in favour of the Borrower in respect of the Project and the sale of the Units;

"Director" means collectively the directors of the Borrower who are [] and the reference to "Director" shall mean anyone of them or all of them;

"Dollar" or “Dollars” and the sign "S$" mean the lawful currency for the time being of the Republic of Singapore;

"Drawing" and "Drawings" mean any, each or all (as the context may require) of the drawings made by the Borrower under the Land Loan Facility, the DCL Facility and/or the Construction Loan Facility; OCBC Legal / Jun 2009 4

"Event of Default" and "Events of Default" mean any, each or all (as the context may require) of the events mentioned in Clause 18;

"Face Amount" means with respect to any Banker's Guarantee, the total principal amount of the Bank's contingent liability thereunder at any given time and excluding such Banker’s Guarantees that have been discharged cancelled or prepaid;

"Facility" means (a) the Land Loan Facility, (b) the DCL Facility, (c) the Construction Loan Facility and (d) the Guarantee Facility;

"Facility Letter" means the letter of offer dated [ ] given by the Bank to the Borrower and any amendments, variations, modifications and supplements thereto and which expression shall unless otherwise stated include the Standard Terms and Conditions Governing Banking Facilities;

"Final Repayment Date" means [ ] years from the date of the first drawdown of the Land Loan Facility or [] months after the date of the issuance of TOP whichever is the earlier or at such other date or dates as may be extended by the Bank at its absolute discretion;

"Guarantee" means the guarantee(s) in form and substance satisfactory to the Bank executed or to be executed (as the context may require) by the Guarantor in favour of the Bank dated [ ] and the said guarantee as varied, amended, supplemented or modified from time to time;

"Guarantee Facility" means the guarantee facility comprising the Bank's agreement to issue Banker's Guarantee(s), on terms and conditions acceptable to the Bank, which shall not in the aggregate exceed S$[], in favour of the Beneficiary for *[the issuance of the Qualifying Certificate,] *[or for such other purpose as the Bank may in its absolute discretion allow] extended or to be extended (as the context may require) by the Bank to the Borrower on the terms of the Agreement;

*["Guarantor" means and include any or all of the following as well as the personal representative(s) and any person(s) deriving title thereunder or the successors-in-title:

(a) *[[] (NRIC No. [ ]) / [] (Company Registration No. []), a company incorporated in the Republic of Singapore and listed on the SGX main board, and having its registered office at [ ]];

(b) and any other person or company who/which may have executed/hereafter execute the Guarantee in favour of the Bank;]

"Housing Developers Act" means the Housing Developers (Control & Licensing) Act (Cap. 130);

"Indebtedness" means any obligation for the payment or repayment of money, whether present or future actual or contingent;

"Insurance" means all policies and contracts of insurance and any of them which are now or hereafter taken out by or on behalf of the Borrower, or under which the Borrower has an interest, relating to the Property and the Project and Insurances means the plural thereof;

"Interest Payment Date" means (1) where interest is computed based on Cost of Funds, SIBOR and Swap Rate, the last day of each Opted Interest Period except for interest periods of [6], [9] or [12] months (where applicable) whereby interest shall be paid on a [quarterly] basis; and (2) in all other cases, as provided for in Clause 5 hereof;

"Land" means all the land(s) situate at Lot(s) [] of Mukim / Town Subdivision [] at [ ] with a land area of [] square metres or thereabouts together with the building(s) erected thereon as more particularly described in Schedule 2;

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"Land Loan" means the aggregate principal amount for the time being drawndown and outstanding under the Land Loan Facility;

"Land Loan Facility" means the land loan facility to part finance up to [ ]% of the purchase price of the Land *[or for such other purpose as the Bank may in its absolute discretion allow] or in an amount not exceeding S$[ ], whichever is the lower, extended or to be extended (as the context may require) by the Bank to the Borrower on the terms of this Agreement;

"Loans" means collectively the Land Loan, the DCL, the Construction Loan and the Guarantee Facility and “Loan” means any one of them;

"month" means calendar month;

"Mortgage" means the instrument of mortgage executed or to be executed (as the context may require) by the Borrower in favour of the Bank in respect of the Property as security for the Total Indebtedness and includes any amendments and variations thereto or any further mortgage of the Property;

"Notice of Drawing" means a notice substantially in the terms set out in Schedule 3;

"Opted Interest Period" means an interest period *[[1], [2], [3], [6], [9] or [12]] months elected by the Borrower or if no such election is made, it shall be for a duration of 1 month as the context may require Provided that if any Opted Interest Period would otherwise end on a day which is not a Business Day that Opted Interest Period shall be extended to the next succeeding day which is a Business Day unless such next succeeding Business Day falls in the next calendar month in which event such Opted Interest Period shall end upon the immediately preceding Business Day and any Opted Interest Period that would otherwise extend beyond the Final Repayment Date shall instead end on the Final Repayment Date;

"Performance Bond" means any guarantee, performance bond, indemnity and other similar documents from time to time issued in favour of the Borrower, or under which the Borrower has an interest, in connection with the designing, construction, equipping, fitting out and completion of the Project, whether pursuant to the provisions of the Building Contract or otherwise, including all amendments, modifications, supplementals, renewals, extensions and novations to any such guarantee, performance bond, indemnity and other similar documents.

"Potential Event of Default" means any act, condition, event or circumstances which with the giving of notice, lapse of time, determination of materiality and/or the fulfilment of any other requirement or condition could become an Event of Default;

"Prescribed Rate" means the rate of interest for the time being referred to in accordance with Clause 5.1;

"Prime Rate" means the prevailing prime rate for Dollars for the time being laid down by the Bank;

"Project" means the development of the Land involving the construction thereon of [] and the obtaining of the TOP, the CSC and separate title for the Units;

"Project Account" means the account maintained by the Borrower with the Bank under the Housing Developers Act and operated in accordance with the Project Account Rules in respect of the Project;

"Project Account Rules" means the Housing Developers (Project Account) Rules 1985 made under the Housing Developers Act;

"Property" means the Land and the Project erected or to be erected thereon;

"Qualifying Certificate" means the certificate issued by the Controller of Housing under Section 31 of the Residential Property Act (Cap. 274) to enable the Borrower to purchase the Land;

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"Quantity Surveyor" means the quantity surveyor appointed or to be appointed for the Project;

"Related Corporations" means corporations related to the Borrower as defined under Section 6 of the Companies Act (Cap. 50) and include the companies listed in Clause 12.1(v) and Related Corporations means any of the Related Corporations;

"Sale and Purchase Agreements" means all sale and purchase agreements entered and to be entered into by the Borrower with purchasers in respect of the sale of the Units now and from time to time and "Sale and Purchase Agreement" means any of the Sale and Purchase Agreements;

"Securities" means the Property and assets charged in favour of the Bank under the Security Documents *[and the Deed of Subordination and the Shareholders and Directors Undertaking (where applicable)];

"Security Documents" means collectively the Mortgage, *[the Assignment of Rental Proceeds, the Assignment of Sale Proceeds, the Assignment of Building Contracts, the Assignment of Performance Bonds and the Assignment of Insurances, the Guarantee, the Deed of Subordination, the Shareholder and Director Undertaking] and all other documents or instruments executed or to be executed pursuant to this Agreement and expressed to secure the payment of the Total Indebtedness or any part thereof and any amendments variations modifications and/or supplements thereto (which expression shall where the context so admits include any one or more of the said documents or instruments) and "Security Document" means any one of the Security Documents;

"Security Ratio" means [ ]% of the assessed "as it is" valuation of the Project or such other percentage as the Bank may at its absolute discretion determine from time to time;

*["SGX" means the Singapore Exchange Securities Trading Limited];

*["Shareholder" means *[[ ] (NRIC No. []) / [ ] (Company Registration No. [ ]), a company incorporated in Singapore and having its registered office at [ ] as well as the personal representative(s) and any person(s) deriving title thereunder or the successors-in-title and permitted assigns];

*["Shareholder and Director Undertaking" means the deed of undertaking executed or to be executed (as the context may require) by *[the Shareholder/the Director/the Subordinated Lender (where applicable)] in favour of the Bank and the said undertaking as amended, supplemented, or modified from time to time;]

"Special Account" means the account opened or to be opened by the Borrower with and maintained by the Bank for the purpose as set out in Clause 15.5;

"Standard Terms and Conditions Governing Banking Facilities" means the Standard Terms and Conditions Governing Banking Facilities attached to the Facility Letter, and any amendments variations modifications and/or supplements thereto;

"Subordinated Indebtedness" means all sums for which the Borrower is presently indebted and may hereafter become indebted to the Subordinated Lender in respect of loans, advances, credit now or hereafter granted by the Subordinated Lender including any Cost Overruns in respect of the Project;

*["SIBOR" means the arithmetic mean (rounded up, if necessary, to the next 1/16%) of the rates at which the Bank is offering US Dollar deposits for the Opted Interest Period in an amount comparable to the US Dollar equivalent of the Drawing(s), Loan or, as the case may be, the overdue sum to which that Opted Interest Period relates (such US Dollar equivalent to be determined by the Bank at such rate or rates as the Bank determines to be most appropriate) to prime banks in the Singapore interbank market at or about 11 a.m. on the second Business Day before the first day of that Opted Interest Period;]

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"Subordinated Lender" means collectively *[the Shareholder, [ ] (Company Registration No. [ ]), a company incorporated in Singapore and having its registered office at [ ], [] (Company Registration No. [ ]), a company incorporated in Singapore and having its registered office at [ ], [] (Singapore Citizen holding NRIC No. []) and/or [ ]];

*["Swap Rate" means the rate per annum determined by the Bank to be equal to Y (which shall be calculated to the nearest four decimal places) calculated in accordance with the following formula:-

365 F 36500 F 365 Y = (SIBOR x ------) + ( --- x ------) + ( --- x SIBOR x ------) 360 S N S 360

where:-

F = the swap points, expressed as a decimal fraction (where one swap point equals 0.0001), quoted by the Bank at or about 11 a.m. on the second Business Day before the first day of that Opted Interest Period, the swap points quoted by the Bank being the difference between the rate at which the Bank sells US Dollars in exchange for Dollars on the last day of that Opted Interest Period and the rate at which the Bank simultaneously buys US Dollars in exchange for Dollars on the first day of that Opted Interest Period, such difference being a negative number if the swap points of the Bank are quoted at a discount to the spot exchange rate quoted by the Bank for the purposes of the determination of "S" below or a positive number if the swap points of the Bank are quoted at a premium to such spot exchange rate quoted by the Bank;

S = the exchange rate at which the Bank sells US Dollars spot in exchange for Dollars in the Singapore foreign exchange market, as quoted by the Bank at or about 11 a.m. on the second Business Day before the first day of that Opted Interest Period;

N = the actual number of days in such Opted Interest Period.]

"Tenancy Agreement" means the tenancy agreement of any Unit entered or to be entered between the Borrower and the Tenant from time to time and "Tenancy Agreements" means the plural thereof.

"Tenant" means the tenant of the Unit or any of them and "Tenants" means the plural thereof.

"TOP" means the temporary occupation permit issued or to be issued (as the context may require) by the competent authority in respect of the Project;

"Total Indebtedness" means the aggregate of:-

(a) the Loans; and

(b) all interests, fees, commission, costs, expenses, moneys, obligations and liabilities (including contingent liabilities) whatsoever which are expressed to be payable (whether at maturity or otherwise) or which is secured or intended to be secured to the Bank by the Borrower under this Agreement and/or the Security Documents;

"Units" means the units comprised in the Project and "Unit" means any one of them;

"US Dollars" means the legal currency of the United States of America;

"year" means a calendar year.

1.2 Construction of Certain References: Except to the extent that the context requires otherwise, any reference in this Agreement to:- OCBC Legal / Jun 2009 8

an "Act of Parliament" or any Section of, Schedule to or other provision of an Act of Parliament shall be construed, at any particular time, as including a reference to any modification, extension or re-enactment thereof then in force and all instruments, orders and regulations then in force and made under or deriving validity from the relevant Act or provision;

the "assets" of any person shall be construed as a reference to the whole or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;

"borrowed money" includes any indebtedness for or in respect of money borrowed or raised (whether or not for a cash consideration), by whatever means (including acceptances, deposits and leasing), or for the deferred purchase price of assets or services;

a "consent" also includes an approval, authorisation, exemption, filing, licence, order, permission, recording or registration (and references to obtaining consents shall be construed accordingly);

a "directive" includes any present or future directive, policy, regulation, request or requirement (in each case, whether or not having the force of law but, if not having the force of law, compliance with which is in accordance with the general practice of persons to whom the directive is addressed);

"disposal" includes any sale, assignment exchange, transfer, concession, loan, lease, surrender of lease, licence, reservation, waiver, compromise, release, security, dealing with or the granting of any option or right or interest whatsoever or any agreement for any of the same and "dispose" means to make a disposal, and "acquisition" and "acquire" shall be construed mutatis mutandis;

the "dissolution" of a person also includes the winding-up or liquidation of that person, and any equivalent or analogous procedure under the law of any jurisdiction in which that person is incorporated, domiciled or resident or carries on business or has assets;

a "guarantee" also includes any other obligation (whatever called) of any person to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person;

"indebtedness" includes any obligation (whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise) for the payment or repayment of money;

something having a "material adverse effect" on the Borrower is a reference to it having a material adverse effect (i) on its operations, financial condition, assets or business or (ii) on its ability to perform and comply with its obligations under this Agreement;

a "month" means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it commences or, where there is no date in the next calendar month numerically corresponding as aforesaid, the last day of such calendar month, and "months" and "monthly" shall be construed accordingly; any "obligation" of any party under this Agreement shall be construed as a reference to an obligation expressed to be assumed by or imposed on it under this Agreement (and "due", "owing", "payable" and "receivable" shall be similarly construed);

"person" includes any individual company or association or body of persons, corporate or unincorporate;

"security" includes any mortgage, pledge, lien, hypothecation, security interest or other charge or encumbrance and any deferred purchase, title retention, leasing, sale-and-repurchase or

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sale-and-leaseback arrangement any other agreement or arrangement having substantially the same economic effect (including any "hold back" or "flawed asset" arrangement) (and the "security" shall be construed accordingly);

"subsidiary" has the meaning ascribed to it in Section 5 of the Companies Act, Chapter 50;

"tax(es)" includes any present or future tax, levy, impost, duty, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed;

a "time of the day" is to Singapore time unless otherwise stated; and

a "day, month or year" shall be construed by reference to the Gregorian calendar.

1.3 Miscellaneous Construction:

(a) Words importing only the singular number include the plural number and vice versa;

(b) Words importing the masculine gender only include the feminine gender and the neuter gender;

(d) Where there is more than one *[Borrower, Guarantor, Shareholder, Director, Subordinated Lender], all references to the "Borrower", [the "Guarantor" the "Shareholder", the "Director", the "Subordinated Lender"] in this Deed shall refer to all or any one or more of them and all covenants, agreements, undertakings, terms, stipulations, and other provisions hereof shall be deemed to be made by and be binding on all of them jointly and severally;

(e) The expression "the Bank" shall include the successors and assigns of the Bank;

(f) The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement;

(g) References to "Clauses", "Schedules" and "Annexures" are to be construed as references to clauses of, schedules and appendices to this Agreement.

2. AMOUNT, PURPOSE AND USE OF THE FACILITY

2.1 Facility: Subject to the terms and conditions herein contained and in particular those of Clause 3, the Borrower has requested the Bank and the Bank has agreed to make available to the Borrower the Facility upon the terms and subject to the conditions of this Agreement.

2.2 Purpose: The Borrower shall use:-

(a) the Land Loan Facility to part finance the purchase of the Land;

(b) the DCL Facility to part finance the Development Charge/Differential Premium in relation to the Project; (c) the Construction Loan Facility to part finance the development and the total Construction Costs of the Project;

(d) the Guarantee Facility to *[obtain the Qualifying Certificate for the purchase of the Land by the Borrower],

or for such other purposes as the Bank may at its absolute discretion allow.

2.3 Review: Notwithstanding anything to the contrary, express or implied, contained herein, the Facility agreed to be made available and granted from time to time to the Borrower shall at

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the absolute discretion of the Bank be reviewed from time to time and the Bank, shall at its absolute discretion without prior notice to or consent of the Borrower, be entitled to:-

(a) vary the terms and conditions of, decrease or restructure any of the Facility granted to the Borrower; or

(b) cancel or terminate the Facility granted to the Borrower, or any part thereof, whereupon such Facility (or part thereof, as the case may be) shall cease to be available and all monies outstanding in respect of such Facility (or part thereof, as the case may be) shall become immediately due and payable whether any formal demand shall have been made or not.

Nothing contained in the Facility Letter, this Agreement and/or the Security Documents shall be deemed to impose on the Bank any obligation either at law or in equity to make or continue to make the Facility available to the Borrower.

3. CONDITIONS PRECEDENT TO DISBURSEMENT OF THE FACILITY

Subject to the terms and conditions herein contained, the Facility will become available to the Borrower upon satisfaction of the conditions precedent set out in Schedule 5 hereto.

4. DRAWINGS

4.1 Land Loan Facility:

(a) Subject to the terms of this Agreement and in particular to all the conditions precedent under Clause 3 mentioned being complied with, the Borrower may during the Availability Period on any Business Day draw the whole of the Land Loan Facility in one Drawing by giving to the Bank not later than 11 a.m. 3 Business Days prior to the intended date of Drawing, the Notice of Drawing, substantially in the form of Schedule 3 hereto specifying:-

(i) the proposed date of Advance, which must be a Business Day;

(ii) the amount of the Advance which it wishes to drawdown;

*[(iii) the Opted Interest Period of such Advance, being a period ending not later than the Final Repayment Date in any case;]

(iv) details of the mode of payment or bank and account payee to which the Borrower wishes the proceeds of such Advance to be made available

Provided Always that on both the date of the Notice of Drawing and the date of the proposed Drawing:-

(1) no Event of Default or Potential Event of Default has occurred which remains unwaived; and

(2) the representations and warranties made in this Agreement and in any document or certificate furnished pursuant hereto are correct and accurate and have been complied with and would be correct in all respects if repeated on the proposed date of that Drawing.

4.2 DCL Facility: Subject to the terms of this Agreement and in particular to all the conditions precedent under Clause 3 mentioned being complied with, the Borrower may during the Availability Period on any Business Day draw on the DCL Facility as follows:-

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(a) The Borrower shall give the Bank not later than 11.00 a.m. at least 3 Business Days prior to any Drawing under the DCL Facility, a Notice of Drawing, substantially in the form of Schedule 3 hereto specifying:-

(i) the proposed date of Advance, which must be a Business Day;

(ii) the amount of the Advance which it wishes to drawdown;

*[(iii) the Opted Interest Period of such Advance, being a period ending not later than the Final Repayment Date in any case;]

(iv) details of the mode of payment or bank and account payee to which the Borrower wishes the proceeds of such Advance to be made available.

(b) Every Notice of Drawing under the DCL Facility shall be supported by the following documents:-

(i) a certified true copy of the Development Charge/Differential Premium order;

(ii) evidence satisfactory to the Bank that the Borrower has paid the balance []% of the amount due on a pari passu basis;

(iii) all bills, invoices and other supporting documents as are acceptable to the Bank and such other approvals and documents as the Bank may require.

(c) Each Drawing under the DCL Facility pursuant to Clause 4.2 shall be in the amount equivalent to []% of the amount due under the Development Charge/Differential Premium order;

(d) The representations and warranties made in this Agreement and in any document or certificate furnished pursuant hereto are correct and accurate and have been complied with and would be correct in all respects if repeated on the proposed date of that Drawing; and

(e) No Event of Default has occurred which remains unwaived and no other event or omission has occurred which, with the giving of notice and/or lapse of time and/or upon the Bank making any necessary determination under Clause 18, would constitute an Event of Default.

4.3 Construction Loan Facility: Subject to the terms of this Agreement and in particular to all the conditions precedent under Clause 3 mentioned being complied with, the Borrower may during the Availability Period on any Business Day draw on the Construction Loan Facility as follows:-

(a) The Borrower shall give the Bank not later than 11.00 a.m. at least 3 Business Days prior to any Drawing under the Construction Loan Facility, a Notice of Drawing, substantially in the form of Schedule 3 hereto specifying:-

(i) the proposed date of Advance, which must be a Business Day;

(ii) the amount of the Advance which it wishes to drawdown;

*[(iii) the Opted Interest Period of such Advance, being a period ending not later than the Final Repayment Date in any case;]

(iv) details of the mode of payment or bank and account payee to which the Borrower wishes the proceeds of such Advance to be made available.

(b) Every Notice of Drawing under the Construction Loan Facility shall be supported by the following documents:-

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(i) the Architect's certificate addressed to the Bank of value of work completed certifying the amount already paid to the Contractor and the amount due to the Contractor as well as to the receipt(s) of the Contractor for the previous payment made to it hereunder;

(ii) evidence satisfactory to the Bank that all Cost Overruns (if any) have been paid and such Cost Overruns are funded by the *[Shareholder’s / Director’s loans] and [the Shareholder’s equity] which shall be subordinated to the Total Indebtedness pursuant to the Deed of Subordination;

(iii) the Architect’s/Quantity Surveyor’s certificates of work done and/or invoices and/or bills for approved expenses including professional fees of the Borrower’s professional bodies and the goods and services tax but excluding interest and legal fees under the Project Account Rules;

(iv) evidence satisfactory to the Bank that the Borrower has paid the balance []% of the amount due on a pari passu basis on the Architect’s/Quantity Surveyor’s certificate of work;

(v) if the Bank is of the opinion that there is any Cost Overrun, the Bank may refuse to allow any drawing under the Construction Loan Facility until the Bank is satisfied that all Cost Overruns have been paid by the Borrower *[and/or the Shareholder and/or the Director]; and

(vi) all bills, invoices and other supporting documents as are acceptable to the Bank and such other approvals and documents as the Bank may require.

(c) Each Drawing under the Construction Loan Facility pursuant to Clause 4.3 shall be in the amount equivalent to []% of the value of work completed as stated in the Architect's/Quantity Surveyor’s certificate as aforesaid and against bills invoices and other supporting documents as are acceptable to the Bank relating to the Construction Costs, including professional fees and goods and services tax;

(d) At the Bank’s absolute discretion, the Borrower may upon obtaining in principle provisional approval for the Project (including the permit to commence works) from the relevant authorities be allowed to drawdown on the Construction Loan Facility up to a maximum of S$[] for payment of preliminary works (“preliminary works”) including piling costs and the professional fees of the Borrower’s professional bodies in respect of the Project.

(e) The Borrower shall with each Notice of Drawing for the Construction Loan Facility furnish documentary proof satisfactory to the Bank and in compliance with the Project Account Rules, that the payment to be made with the Drawing out of the Project Account is permitted under the Project Account Rules;

(f) The representations and warranties made in this Agreement and in any document or certificate furnished pursuant hereto are correct and accurate and have been complied with and would be correct in all respects if repeated on the proposed date of that Drawing; and

(g) No Event of Default has occurred which remains unwaived and no other event or omission has occurred which, with the giving of notice and/or lapse of time and/or upon the Bank making any necessary determination under Clause 18, would constitute an Event of Default.

4.4 Notice Irrevocable: Every Notice of Drawing shall be effective only on receipt by the Bank and shall be irrevocable. The Notice of Drawing once having been given by the Borrower shall be irrevocable and the Borrower shall be bound to borrow and draw in accordance with the notice. Thereafter, in addition to the other remedies of the Bank hereunder, the Borrower shall have full liability and accountability for any costs incurred by the Bank resulting from the failure of the Borrower to effect the Drawing or a failure to satisfy the conditions for the

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Drawing, including but not limited to losses from re-employment of funds obtained for the Drawing.

4.5 Cancellation Fee:

(a) Any part of the Land Loan Facility not drawndown by the expiry of the Availability Period (or such later date agreed to by the Bank in writing) shall be deemed to be cancelled and a cancellation fee of []% flat of any such undrawn amount will be payable.

(b) Any part of the DCL Facility not drawndown by the expiry of the Availability Period (or such later date agreed to by the Bank in writing) shall be deemed to be cancelled and a cancellation fee of [ ]% flat of any such undrawn amount will be payable. *[In the event that []% of the Development Charge/Differential Premium is financed by the Bank from the DCL Facility, the aforesaid cancellation fee on any undrawn amount of the DCL Facility shall be waived.]

(c) Any part of the Construction Loan Facility not drawndown by the expiry of the Availability Period (or such later date agreed to by the Bank in writing) shall be deemed to be cancelled and a cancellation fee of [ ]% flat of any such undrawn amount will be payable.

4.6 Abortive Fee: If after acceptance of the Facility Letter, the Facility is aborted for any reason whatsoever or if the Borrower subsequently decides not to proceed with the Facility, the Borrower shall pay an abortive fee of []% flat on the Facility.

5. INTEREST ON THE LAND LOAN, THE DCL AND CONSTRUCTION LOAN

5.1 Interest on Land Loan/DCL/Construction Loan: The Borrower shall pay interest on the Land Loan, the DCL and the Construction Loan at the following rates (the "Prescribed Rate"):-

(a) In respect of the Land Loan:-

*[(i) for the first year commencing from the date of first disbursement of the Land Loan or [date] whichever is the earlier ("the Commencement Date"), the fixed rate of [ ]% per annum;

(ii) for the second year commencing from the Commencement Date, the fixed rate of [ ]% per annum; and

(iii) thereafter for the remaining tenure of the Land Loan, *[the Prime Rate] / [the rate of [ ]% per annum above the Prime Rate] ]/[the rate of [ ]% per annum below the Board Rate]

calculated on a daily basis with monthly rest, or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the Land Loan and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

*[the rate per annum that is the aggregate of []% and the Prime Rate calculated on a daily balance with monthly rests or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the Land Loan and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

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*[the rate per annum that is [ ]% below the Board Rate calculated on a daily balance with monthly rests or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the Land Loan and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

*[the rate per annum that is the aggregate of [ ]% and the Cost of Funds for the Opted Interest Period as selected by the Borrower or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion.]

*[the rate per annum that is the aggregate of []% and the SIBOR for the Opted Interest Period as selected by the Borrower or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion.]

*[the rate per annum that is the aggregate of []% and the SWAP RATE as determined by the Bank for S$ financing for the Opted Interest Period or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion.]

(b) In respect of the DCL:-

*[(i) for the first year commencing from the date of first disbursement of the DCL or [date] whichever is the earlier ("the Commencement Date"), the fixed rate of [ ]% per annum;

(ii) for the second year commencing from the Commencement Date, the fixed rate of [ ]% per annum; and

(iii) thereafter for the remaining tenure of the Land Loan, *[the Prime Rate]/[the rate of [ ]% per annum above the Prime Rate]

calculated on a daily basis with monthly rest, or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the DCL and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

*[the rate per annum that is the aggregate of []% and the Prime Rate calculated on a daily balance with monthly rests or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the DCL and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

*[the rate per annum that is [ ]% below the Board Rate calculated on a daily balance with monthly rests or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the DCL and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

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*[the rate per annum that is the aggregate of []% and the Prime Rate calculated on a daily balance with monthly rests or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the Construction Loan and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

*[the rate per annum that is [ ]% below the Board Rate calculated on a daily balance with monthly rests or such other rate(s) of interest as may be determined by the Bank from time to time at the Bank’s absolute discretion, the first repayment of such interest to commence on the [ ] day of the *[month/third month/year] following the date of first disbursement of the Construction Loan and each subsequent repayment to be paid on the [] day of every succeeding *[month/quarter/year].

5.2 Opted Interest Period: The Borrower may, where interest is not computed based on a fixed rate, the Board Rate or the Prime Rate, in relation to the interest payable in respect of the Land Loan and/or the DCL and/or the Construction Loan, elect for an Opted Interest Period. The Borrower shall make such election prior to the making of a Drawing or at least 3 Business Days before the last day of the relevant Opted Interest Period as the case may be, in a notice received by the Bank not later than 11 a.m. at least 2 Business Days before the 1st day of that Opted Interest Period.

5.3 Interest Payment:

The Borrower shall pay interest in respect of the Land Loan and/or the DCL and/or Construction Loan at the Prescribed Rate on the Interest Payment Date or on such other period as the Bank may agree at its absolute discretion beginning from the date of the first drawdown of the Land Loan and/or the DCL and/or the Construction Loan as the case may be.

5.4 Certificate: A certificate by the Bank as to such Prime Rate, Board Rate, Swap Rate, SIBOR, Cost of Funds or such other rate or rates or the amount of interest shall be conclusive and binding for all purposes upon the Borrower.

5.5 Computation of Interest: Interest at the rates determined as aforesaid shall be calculated on the number of days elapsed and on the basis of a 365 day year for S$ loans *[and on the basis of a 360 day year for foreign currency loans].

5.6 Monthly Rest: Interest shall be calculated on a daily basis with monthly rest:-

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(a) The amount of interest payable from the date of this Agreement to the last day of the month of this Agreement, both dates inclusive (hereinafter called "the first interest period") shall be computed on the aggregate of all Drawings and charges and expenditure imposed or expended by the Bank under the Facility during the first interest period from the date of each such Drawing or imposition of each such charge or expenditure to the end of the first interest period.

(b) The amount of interest payable for any interest period of one month from the first day of the month to the last day of the month (both dates inclusive) of any month subsequent to the first interest period shall be computed on the following sums:-

(i) the aggregate of the Loan and any other charges or expenditure imposed or expended by the Bank including accrued interest under the Facility outstanding on the last day of the preceding month;

(ii) the aggregate of all Drawings and all charges or expenditure imposed or expended by the Bank under the Facility during that month, from the date of each such Drawing or imposition of each such charge or expenditure to the last day of that month (both dates inclusive).

5.7 Payment of Default Interest: In the event of failure by the Borrower to make payment on the due date of any sum due under this Agreement (whether by way of a repayment of the Loans, or interest or otherwise howsoever) then subject always to and without prejudice to the other rights and remedies of the Bank contained in this Agreement, the Borrower shall further pay Default Interest with monthly rests on all such overdue sums from the date of default up to the date of actual payment (as well after as before judgment). Alternatively in such an event, the Bank shall further be entitled at its absolute discretion to debit, at any time without notice to the Borrower, the Project Account, the Rental Account and any account of the Borrower with the Bank for all moneys whether for principal interest commission charges or other moneys due and payable by the Borrower to the Bank hereunder Provided Always that any such debit shall not constitute nor be deemed to be a payment of any moneys to which it relates (except to the extent of any amount in credit in the said accounts of the Borrower with the Bank) for all moneys whether for principal interest commission charges or other moneys due and payable by the Borrower to the Bank hereunder or be deemed a waiver of any Event of Default or any event of default under any other security document created by the Borrower in favour of the Bank.

6. GUARANTEE FACILITY AND COUNTER-INDEMNITY

6.1 Notice to Issue Banker's Guarantee: Subject to the terms and conditions of this Agreement and in particular to all the conditions in Clause 3 being satisfied the Bank shall extend to the Borrower the Guarantee Facility pursuant to which the Bank may upon request of the Borrower issue on behalf of the Borrower Banker's Guarantees in such form and substance as may be approved by the Bank in favour of the Beneficiary, if:-

(a) not later than 11 a.m. on the 3rd Business Day before the proposed date of the issue of the Banker's Guarantee the Bank has received from the Borrower:-

(i) an application form relating to the Banker's Guarantee in the format prescribed by the Bank;

(ii) such other documents duly executed by the Borrower and/or any other person, required by the Bank relating to the issue of that Banker's Guarantee;

(b) all representations and warranties made by the Borrower in this Agreement or in any document or certificate furnished pursuant hereto have been complied with and would be correct in all respects if repeated on the proposed date of the issue of such Banker's Guarantee by reference to the circumstances then existing; and

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(c) no Event of Default or Potential Event of Default shall have occurred or will occur as a result of the issue of such Banker's Guarantee.

6.2 Conditions: Each Banker's Guarantee shall be on such terms and conditions as may be required by or acceptable to the Bank and the Face Amount of the Banker's Guarantee together with the Face Amount of all Banker's Guarantee then issued, shall not at any time exceed the limit of the Guarantee Facility or such other reduced or lesser amount as the Bank may at its sole discretion prescribe extend or to be extended (as the context may require) by the Bank to the Borrower on the terms and conditions of this Agreement.

6.3 Guarantee Fee: The Borrower shall pay to the Bank prior to issue or renewal of any Banker's Guarantee a guarantee fee upfront, at the per annum rate of [ ]% for each year or any part thereof on the full amount for which that Banker's Guarantee is to be given and in respect of the period from the issue date to the date of expiry of the claim period relating to that Banker's Guarantee subject to such minimum fee payable per annum for each Banker's Guarantee thereof as the Bank may from time to time prescribe. The guarantee fee shall be paid in full in advance on or before the date of issue or renewal of the Banker's Guarantee and no part of such guarantee fee paid shall be refundable to the Borrower in respect of any period (for which such fee shall have been paid) following the discharge and cancellation of that Banker's Guarantee. A certificate by the Bank setting forth the relevant amount of the guarantee fees due and payable under this Clause shall in the absence of any computation or clerical error be conclusive and binding on the Borrower.

6.4 Guarantee Fee Non-Refundable: No guarantee fee paid pursuant to Clause aforesaid shall be refunded whether directly in cash or by way of set-off in any circumstances.

6.5 Indemnification: The Borrower hereby unconditionally and irrevocably undertakes, as a continuing obligation, to keep the Bank fully indemnified in accordance with the following provisions of this Agreement from and against any expense, loss, damage, cost, claim or liability whatsoever which the Bank may incur under or in connection with this Agreement or the Banker's Guarantees.

6.6 Claim on Banker's Guarantee: If the Bank notifies the Borrower that the Beneficiary has required the Bank to pay any sum under the Banker's Guarantee/Banker's Guarantees, the Borrower shall forthwith on demand pay to the Bank the amount which the Bank has been so required to pay under the Banker's Guarantee/Banker's Guarantees (whether or not the Bank has already made any such payments) in the currency in which payment was or is to be made by the Bank, notwithstanding that:-

(a) such sum may not have been properly due under the Banker's Guarantees whether because the corresponding sum was not properly due to the Beneficiary thereunder, in respect of the amounts guaranteed or for any other reason; or

(b) the Banker's Guarantees or any provision thereof or any other document is void, voidable or invalid or is not binding on or enforceable against the Borrower or the Bank respectively for any reason whatsoever, whether known to the Bank or not, including, without limitation, illegality, disability, lack of authorisation or capacity, or lack of powers on the part of the members or officers of the Borrower or the officers or directors of the Bank.

6.7 Payment: The Bank shall at all times be entitled to make any payment for which a demand has been made without further investigation or enquiry and need not concern itself with the propriety of any claim made or purported to be made under and in the manner required by the terms of the Banker's Guarantees; accordingly it shall not be a defence to any demand made of the Borrower under this Agreement, nor shall any of the Borrower's obligation hereunder be affected or impaired by the fact that the Bank was or might have been justified in refusing payment, in whole or in part, of the amounts so claimed.

6.8 Period of Indemnity: The indemnity of this Clause shall continue until all the terms, covenants and conditions of this Agreement have been fully and completely performed by the Borrower or otherwise discharged and until the Bank has been discharged from all its obligations under

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each of the Banker's Guarantees whereupon this indemnity shall be discharged, Provided That such discharge shall be deemed to be made subject to the condition that it will be void if any security, disposition or payment to the Bank or to the Beneficiary by the Borrower or any person is set aside, avoided or reduced pursuant to any provision or enactment relating to the dissolution, deregistration, bankruptcy, liquidation, reorganisation or otherwise of the Borrower or such other person (whether as an unfair preference or otherwise) or proves otherwise to have been invalid, in which event the Borrower shall make good to the Bank upon demand the whole of the amount thereof and the Bank shall be entitled to enforce this indemnity against the Borrower subsequently as if such discharge had not occurred.

6.9 Continuing Obligations: The Borrower's liabilities and obligations under this Agreement shall not be diminished or extinguished by any act, omission, default, matter or thing which would but for this Clause have discharged the Borrower (wholly or in part) or would have afforded the Borrower any legal or equitable defence (except the full, prompt and complete performance of all the terms of this Agreement, including the due and punctual payment of all amounts that may become due to the Bank hereunder or the final discharge of this indemnity under this Clause) including without limitation any of the following matters:-

(a) if the Beneficiary grants any indulgence forbearance or extension of time to the Borrower or the Bank or release or discharge (wholly or in part) or makes any settlement, composition or arrangement with the Borrower or the Bank; or

(b) if the Bank grants any indulgence, forbearance or extension of time, release or discharge to the Borrower or the Beneficiary (wholly or in part) or makes any settlement, composition or arrangement with the Borrower or such Beneficiary; or

(c) if the Bank or the Beneficiary asserts or pursues, fails or neglects to assert or pursue, or delay in asserting or pursuing, or waives, any of its rights or remedies (arising under or by virtue of this Agreement, the Banker's Guarantee, the general law or otherwise) against the Borrower; or

(d) if the Bank at the request of the Beneficiary accepts, varies, deals with, exchanges, surrenders or abstains from perfecting or enforcing, any collateral or other security or other guarantee in relation to the transactions contemplated hereby; or

(e) if the Bank or the Beneficiary, with or without the Borrower's consent, makes any variation to any of the Banker's Guarantees.

6.10 Addition: The indemnity contained in this Clause shall be in addition to and shall not in any way be prejudiced or affected by any collateral or other security (including, without limitation, the Security Documents) now or hereafter held by the Bank for all or any part of the obligations and payments hereby indemnified.

6.11 Review: Notwithstanding anything to the contrary, express or implied, contained herein, the Guarantee Facility agreed to be made available and granted from time to time to the Borrower shall at the absolute discretion of the Bank be reviewed from time to time and the Bank, shall at its absolute discretion without prior notice to or consent of the Borrower, be entitled to:-

(a) vary the terms and conditions of, decrease or restructure the Guarantee Facility granted to the Borrower; or

(b) cancel or terminate the Guarantee Facility granted to the Borrower, or any part thereof, whereupon such Guarantee Facility (or part thereof, as the case may be) shall cease to be available and all monies outstanding in respect of such Guarantee Facility (or part thereof, as the case may be) shall become immediately due and payable whether any formal demand shall have been made or not and the Borrower shall procure the complete and unconditional release of each Banker's Guarantee. If the Borrower fails to procure such release, the Borrower shall on demand by the Bank pay to the Bank such amounts as may be required to enable the Bank to procure such release and without prejudice to the other provisions of this Agreement, the Bank shall

OCBC Legal / Jun 2009 19

have the right, *[at the Bank's absolute discretion] / [subject to the receipt in exchange for such payment of a release from the Beneficiary of such Banker's Guarantee of the obligations of the Bank under or in connection with such Banker's Guarantee,] to pay any amount received by the Bank under this Clause to such Beneficiary. If the Bank retains the amount received by the Bank under this Clause pending expiry of the validity period of such Banker's Guarantee and if no claims are made in respect of such Banker's Guarantee within the claim period of the said Banker's Guarantee, then and in such event the Bank *[shall refund to the Borrower the amount received by the Bank under this Clause in relation to such Banker's Guarantee unless the Borrower has failed to discharge its liabilities hereunder and under the Security Documents in which event such funds shall be paid to the Bank towards discharging such liabilities] / [may continue to hold the monies for such period as the Bank may in its absolute discretion deem fit].

Nothing contained in the Facility Letter, this Agreement and/or the Security Documents shall be deemed to impose on the bank any obligation either at law or in equity to make or continue to make the Guarantee Facility available to the Borrower.

6.12 Discharge of Banker's Guarantee: Without prejudice to the other provisions of this Agreement, the Borrower covenants and undertakes with the Bank that the Borrower shall by not later than the Final Repayment Date or if an Event of Default has occurred, forthwith upon demand by the Bank, procure the complete and unconditional release of each Banker's Guarantee. If the Borrower fails to procure such release, the Borrower shall on demand by the Bank pay to the Bank such amounts as may be required to enable the Bank to procure such release and without prejudice to the other provisions of this Agreement, the Bank shall have the right, *[at the Bank's absolute discretion] / [subject to the receipt in exchange for such payment of a release from the Beneficiary of such Banker's Guarantee of the obligations of the Bank under or in connection with such Banker's Guarantee,] to pay any amount received by the Bank under this Clause to such Beneficiary. If the Bank retains the amount received by the Bank under this Clause pending expiry of the validity period of such Banker's Guarantee and if no claims are made in respect of such Banker's Guarantee within the claim period of the said Banker's Guarantee, then and in such event the Bank *[shall refund to the Borrower the amount received by the Bank under this Clause in relation to such Banker's Guarantee unless the Borrower has failed to discharge its liabilities hereunder and under the Security Documents in which event such funds shall be paid to the Bank towards discharging such liabilities] / [may continue to hold the monies for such period as the Bank may in its absolute discretion deem fit].

6.13 Payment to Procure Release of Guarantee: All or any payments made by the Bank from time to time pursuant to the Banker's Guarantees and all payments made by the Bank to obtain a complete and unconditional release of the Banker's Guarantees, shall be immediately repaid by the Borrower on demand and until so repaid shall bear Default Interest, and such interest shall be calculated on a daily basis on the amount for the time being outstanding and until payment shall accumulate by way of compound interest with monthly rests as well after as before any judgement is obtained in respect thereof.

7.1 TENOR AND REPAYMENT OF LOANS

*[The Borrower shall repay the Loans including any broken funding costs (as provided in Clause 19.3) which are outstanding and all sums payable hereunder, on the Final Repayment Date or such other date as the Bank may in its absolute discretion determine PROVIDED ALWAYS that notwithstanding any other provision in this Agreement the Bank shall have the right at its absolute discretion, to demand immediate repayment of the Loans and accrued interest thereon, any broken funding costs (as provided in Clause 19.3) which are outstanding, and all other monies owing or liabilities accruing to the Bank under the Facility by giving notice in writing to that effect.]

7.2 PAYMENTS

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(a) Payment by Borrower: All payments and repayments by the Borrower to the Bank of principal, interest and all other sums due and payable by the Borrower to the Bank hereunder and under the Security Documents shall be made in *[S$] / [the currency of Drawing], not later than 11 a.m. on its due date to the Bank at the aforesaid registered office of the Bank to the attention of Credit Administration Department or at such other office in Singapore as the Bank may from time to time designate by notice in writing to the Borrower.

(b) Business Day: If any sum shall become due for payment hereunder and under the Security Documents on a day which is not a Business Day, such payment must be made on the next succeeding Business Day unless such next succeeding Business Day falls in another calendar month in which event such payment shall be made on the Business Day preceding the due date, and all calculations of interest shall be adjusted accordingly.

(c) Debit: The Bank is hereby authorised at any time without prior notice to the Borrower (which is hereby expressly waived) to debit any of the accounts of the Borrower with the Bank in respect of interest, commission, charges, fees and all other moneys due and payable hereunder and under the Security Documents.

(d) Certification: A statement or certificate in writing signed by any duly authorised officer for the time being of the Bank and certifying the amount due at any time in respect of any moneys owing or payable by the Borrower to the Bank and/or any liabilities incurred by the Bank and payable by the Borrower to the Bank under or by virtue of any terms conditions or stipulations of this Agreement shall (in the absence of any manifest error) be final and conclusive of the matters so certified and be binding upon the Borrower.

(e) Application of Payments: All payments made to the Bank shall be applied first against fees and expenses payable hereunder and under the Security Documents, then against interest due on amounts in default, if any, then against interest due on principal moneys outstanding under the Facility, and thereafter against the principal moneys outstanding under the Facility.

(f) Other Provisions: The Borrower shall not be entitled to exercise any right of retention, set-off or counterclaim with regard to any claim against the Borrower hereunder and under the Security Documents, any such rights being expressly waived by the Borrower.

(g) Payments free of Taxes and Charges: All sums payable by the Borrower hereunder and under the Security Documents, whether as to principal or interest or otherwise, shall be paid in full without any deduction on account of any income taxes or other taxes or charges. The Borrower hereby agrees to indemnify the Bank against any tax or charge (other than on the overall net income of the Bank) which may be assessed against the Bank or claimed or demanded from the Bank in respect of any sum payable by the Borrower hereunder and under the Security Documents and against any costs, charges, expenses or liability arising out of or in respect of any such assessment, claim or demand. In the event of the Borrower being compelled by law to deduct any such tax or charges from any payment to the Bank or in the event of the Bank receiving any such assessment, claim or demand, then the Borrower shall on demand in writing from the Bank pay to the Bank such amount as shall fully compensate the Bank for such deduction or such assessment, claim or demand.

8. TAXES

8.1 Payments to be free and clear: All sums payable by the Borrower under this Agreement and the Security Documents shall be paid (a) free of any restriction or condition, (b) free and clear of and (except to the extent required by law) without any deduction or withholding on account of any tax and (c) without deduction or withholding (except to the extent required by law) on account of any other amount, whether by way of set-off counterclaim or otherwise.

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8.2 Grossing-up of Payments: If (a) the Borrower or any other person is required by law to make any deduction or withholding on account of any such tax or other amount from any sum paid or payable by the Borrower to the Bank under this Agreement and the Security Documents or (b) the Bank (or any person on its behalf) is required by law to make any deduction or withholding from, or (except on account of tax on the overall net income of the Bank) any payment on or calculated by reference to the amount of, any sum received or receivable by the Bank under this Agreement and the Security Documents:-

(a) the Borrower shall notify the Bank of any such requirement or any change in any such requirement as soon as any of them becomes aware of it;

(b) the Borrower shall pay any such tax or other amount before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on the Borrower) for its account on behalf of and in the name of the Bank;

(c) the sum payable by the Borrower shall (except, in the case of any such payment, to the extent that its amount is not ascertainable when that sum is paid) be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment, the Bank receives on the due date and retains (free from any liability in respect of any such deduction, withholding or payment) a net sum equal to what it would have received and so retained had no such deduction, withholding or payment been required or made; and

(d) within 14 days after paying any sum from which it is required by law to make any deduction or withholding, and within 14 days after the due date of payment of any tax or other amount which it is required by Clause 8.2(b) above to pay, the Borrower shall deliver to the Bank evidence satisfactory to the Bank of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority.

8.3 Continuing Obligations: Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Clauses 8.1 and 8.2 above shall survive the payment in full of principal and interest hereunder, the Security Documents and under any instrument delivered hereunder.

8.4 Reimbursement: Without prejudice to the generality of the foregoing, in the event that any goods and services tax or any other taxes, levies or charges whatsoever now or hereafter required by law to be paid on or in respect of any sums payable to the Bank or any other matters under or relating to this Agreement or the Facility, the same shall (except to the extent prohibited by law) be borne by the Borrower and in addition to all other sums payable to the Bank by the Borrower hereunder, the Borrower shall pay to the Bank on demand a sum equivalent to the amount of such goods and services tax or other taxes, levies or charges or such part thereof which the law does not prohibit the Bank from collecting from the Borrower less any such part thereof as has been paid by the Borrower under the preceding sub-clause.

9. SET-OFF AND SEPARATE ACCOUNTS

9.1 Set-Off: The Borrower agrees that the Bank may at any time set-off or apply (without prior notice) any credit balance (whether or not then due) to which it is at any time beneficially entitled on any account at any office of the Bank in or towards payment or satisfaction of any sum then due or owing from it to the Bank under this Agreement and the Security Documents and unpaid. The Bank shall not be obliged to exercise any of its rights under this Clause 9, which shall be without prejudice to and in addition to any right of set-off, combination of accounts, lien or other right to which it is any time otherwise entitled (whether by operation of law, contract or otherwise).

9.2 Separate Accounts: If the Borrower shall execute or create any further or subsequent mortgage or incumbrance over or otherwise deal with the Property, the Securities or any part or parts thereof in favour of any other person of which the Bank receives notice either actual or constructive, the Bank may on receiving such notice forthwith open a new or separate account

OCBC Legal / Jun 2009 22

with the Borrower in the books and if the Bank does not in fact open such new or separate account the Bank shall nevertheless be deemed to have done so at the time when the Bank 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 in account made by the Borrower or by or on behalf of the Borrower to the Bank shall (notwithstanding any legal or equitable rule of presumption to the contrary) be placed or deemed to have been placed to the credit of the new or separate account so opened or deemed to have been opened as aforesaid and shall not be applied towards the reduction of the amount owing by the Borrower to the Bank at the time of notice PROVIDED ALWAYS that nothing in this Clause 9.2 contained shall prejudice the security which the Bank otherwise would have had under the Security Documents for the payment of the moneys costs charges and expenses herein referred to notwithstanding that the same may become due or owing or be incurred after the time of notice.

10. PREPAYMENT OF LAND LOAN / DCL / CONSTRUCTION LOAN

10.1 Voluntary Prepayment

*[(a) The Borrower may at any time prepay the Land Loan on an Interest Payment Date provided that:

(i) Prepayment Notice: The Borrower shall have given not less than [] months’ written notice to that effect to the Bank, all such notices being irrevocable or making payment of [ ] months’ interest in lieu of such notice;

(ii) Prepayment in Part: the amount prepaid shall be in multiples of S$[] subject to a minimum of S$[] or the outstanding balance of the Land Loan;

(iii) Other Amounts: on the date of making the prepayment, the Borrower shall pay to the Bank together with the amount prepaid:-

(1) the prepayment fee referred to in Clause 10.6 below *[if such prepayment is made within the period of [ ] years from the first Drawing of the Land Loan]; and

(2) all interest accrued on the amount prepaid and any other amount due hereunder, including for the avoidance of doubt, any amount due in respect of that prepayment under Clause 19.3.]

*[(b) The Borrower may at any time prepay the DCL on an Interest Payment Date provided that:

(ii) Prepayment in Part: the amount prepaid shall be in multiples of S$[] subject to a minimum of S$[] or the outstanding balance of the DCL;

(iii) Other Amounts: on the date of making the prepayment, the Borrower shall pay to the Bank together with the amount prepaid:-

(1) the prepayment fee referred to in Clause 10.6 below *[if such prepayment is made within the period of [ ] years from the first Drawing of the DCL]; and

(2) all interest accrued on the amount prepaid and any other amount due hereunder, including for the avoidance of doubt, any amount due in respect of that prepayment under Clause 19.3.]

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*[(c) The Borrower may at any time prepay the Construction Loan on an Interest Payment Date provided that:

(ii) Prepayment in Part: the amount prepaid shall be in multiples of S$[] subject to a minimum of S$[] or the outstanding balance of the Construction Loan,

(iii) Other Amounts: on the date of making the prepayment, the Borrower shall pay to the Bank together with the amount prepaid:-

(1) the prepayment fee referred to in Clause 10.6 below *[if such prepayment is made within the period of [ ] years from the first Drawing of the Construction Loan]; and

(2) all interest accrued on the amount prepaid and any other amount due hereunder, including for the avoidance of doubt, any amount due in respect of that prepayment under Clause 19.3.]

10.2 Notice Irrevocable: Notice of intended prepayment once having been given by the Borrower shall be irrevocable and it shall be obligatory on the Borrower to make the prepayment in accordance with the notice.

10.3 Partial Prepayments: The aggregate amount of the Land Loan, the DCL and the Construction Loan shall, with effect from the date of such notice, be reduced to the extent of the amount so prepaid and shall not thenceforth be available to the Borrower. No partial prepayment of the Loans shall relieve the Borrower of its obligations under this Agreement except to the extent of the amount prepaid (plus the amount of all previous prepayments, if any).

10.4 Application of Sums Prepaid: All prepayments under this Agreement shall be applied as follows:-

*[(a) any prepayment made in respect of any part of the Construction Loan shall be applied in or towards repayment of the Construction Loan;

(b) any prepayment made in respect of any part of the DCL shall be applied in or towards repayment of the DCL; and

(c) any prepayment made in respect of any part of the Land Loan shall be applied in or towards repayment of the Land Loan.

or in any other manner as the Bank may deem fit.]

10.5 No Re-Borrowing: No amount of the Loans prepaid may be re-drawn, re-borrowed or exchanged.

10.6 Prepayment fee: A prepayment fee of []% flat or such other rate(s) as the Bank may specify will be charged on the amount of Loan prepaid. The Bank shall waive the prepayment fee *[if such prepayment arises out of funds generated from the sale and/or rental of the Units] / [where only a part of the [Land Loan and/or the DCL and/or the Construction Loan] is prepaid].

10.7 No Other Prepayment: Save as expressly provided in this Agreement, no prepayment is permitted.

11. CHANGE IN CIRCUMSTANCES

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11.1 Illegality: If at any time the Bank determines that it is or will become unlawful or contrary to any directive of any agency of any state for it to allow all or part of the Available Facility to remain outstanding, to make, fund or allow to remain outstanding all or part of any Drawing to carry out all or any of its other obligations under this Agreement and/or any of the Security Documents and/or to charge or receive interest at the rate or rates applicable or which will be applicable during the current or next Opted Interest Period, upon the Bank notifying the Borrower:-

(a) the Available Facility (if any) shall be cancelled; and/or

(b) the Borrower shall prepay all the Total Indebtedness immediately together with accrued interest thereon and any other sum then due to the Bank under this Agreement and the Security Documents together with broken funding costs (as provided in Clause 19.3).

11.2 Increased Cost: If the Bank determines that, as a result of (a) the introduction of or any change in, or in the interpretation or application of any law or (b) compliance by it with any directive of any agency of any state:-

(a) the cost to the Bank of maintaining all or any part of the Available Facility and/or of making, maintaining or funding all or any part of any Drawing or overdue sum is increased; and/or

(b) any sum received or receivable by the Bank under this Agreement, any of the Security Documents or the effective return to it under this Agreement, or any of the Security Documents is reduced (except on account of tax on its overall net income); and/or

(c) the Bank makes any payment (except on account of tax on its overall net income) or foregoes any interest or other return on or calculated by reference to the amount of any sum received or receivable by it under this Agreement or any of the Security Documents;

the Borrower shall indemnify the Bank against that increased cost, reduction, payment or foregone interest or other return (except to the extent that the Borrower is liable to compensate it therefore under Clause 8.2(b) or 8.2(c) and, accordingly, shall from time to time on demand (whenever made) pay to the Bank the amount certified by it to be necessary so to indemnify it.

12. REPRESENTATIONS AND WARRANTIES

12.1 Warranties: The Borrower hereby represents and warrants to and for the benefit of the Bank as follows:-

(a) Status of Borrower, *[Guarantor, Shareholder and Subordinated Lender:] *[the Borrower, the Shareholder and each of the Subordinated Lenders are companies with limited liability and, the Guarantor is a company listed on the SGX main board respectively] duly registered and validly existing under the laws of Singapore and have the power and authority to own assets and to conduct the business which the Borrower, the Shareholder, each of the Subordinated Lender and the Guarantor conducts and/or purports to conduct;

(b) Certification: the certified copies of the Memorandum and Articles of Association, the board resolutions and resolutions of a general meeting (if applicable) of the Borrower, *[the Guarantor, the Shareholder and each of the Subordinated Lenders] delivered to the Bank are true and accurate copies of the corporate records of the Borrower, *[the Guarantor, the Shareholder and each of the Subordinated Lenders] respectively;

(c) Powers: the execution, delivery and performance of this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] when executed are within the Borrower's, *[the Guarantor's, the Shareholder’s and each of the Subordinated Lenders’] respective corporate powers, and have been duly authorised by all necessary governmental approvals, and do not

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and will not contravene any law or any contractual restriction binding on the Borrower or *[the Guarantor or the Shareholder or each of the Subordinated Lenders or any provisions of the Borrower's, the Guarantor’s or the Shareholder’s or each of the Subordinated Lenders’] Memorandum and Articles of Association;

(d) Obligations Binding: this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] when executed constitute the legal, valid and binding obligations of the Borrower, *[the Guarantor, the Shareholder, the Director and each of the Subordinated Lenders] enforceable in accordance with their respective terms;

(e) Authorisations and Consents: all action *[(including the compliance by the Borrower/Guarantor/Shareholder/Director and each of the Subordinated Lenders (where applicable) of the Listing Manual of the SGX and any action required thereunder),] conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) in order (i) to enable the Borrower, *[the Guarantor, the Shareholder, the Director and each Subordinated Lender] lawfully to enter into, exercise their rights and perform and comply with their respective obligations under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] (ii) to ensure that those obligations are legally binding and enforceable and (iii) to make this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] admissible in evidence in the courts of Singapore have been taken, fulfilled and done;

(f) Non-Violation of Laws Etc.: the Borrower's, *[the Guarantor’s, the Shareholder’s, the Director and each of the Subordinated Lenders’] entry into, exercise of their rights and/or performance of or compliance with their obligations under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] do not and will not violate (i) any law to which they are subject or (ii) any of the respective documents constituting the Borrower, *[the Guarantor, the Shareholder, the Director and each Subordinated Lender] or (iii) any agreement to which each of them is a party or which is binding on their assets, and do not and will not result in the existence of, or oblige them to create, any security over those assets;

(g) Breach of Other Contracts: there is no provision of any existing mortgage, trust deed, contract, licence, franchise, concession, agreement *[or the Listing Manual of the SGX] binding on the Borrower, *[the Guarantor, the Shareholder, the Director and each Subordinated Lender] which is being contravened or breached by the acceptance by the Borrower of the Facility or the execution by the Borrower, *[the Guarantor, the Shareholder, the Director and each Subordinated Lender] of this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] respectively or by the Borrower's, *[the Guarantor’s, the Shareholder’s, the Director’s and each of the Subordinated Lenders’] performance or observance of any of their respective obligations hereunder, under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

(h) Litigation: no litigation, arbitration or administrative proceeding is current or pending (i) to restrain the entry into, exercise of the Borrower's, *[the Guarantor’s, the Shareholder’s, the Director’s or each Subordinated Lenders’ rights] under and/or performance or enforcement of or compliance with their obligations under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] or (ii) which has or could have an adverse effect on the ability of the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] to perform its or their obligations under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

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(i) Proceedings: there are no proceedings pending before any court or threatened against or affecting the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] and no proceedings are before any government agency or administrative body pending or threatened against the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] which if adversely determined would affect its or his financial condition or operations or impair its or his rights to carry on its or his businesses as now conducted, as a result of which the ability of the Borrower to discharge the Total Indebtedness, when due, or the Borrower's, *[the Guarantor’s, the Shareholder’s, the Director’s or each Subordinated Lender’s] obligations hereunder, under the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] are affected and to the best of the knowledge and belief of the Director, the Borrower, *[the Guarantor, the Shareholder and each Subordinated Lender] have complied with all applicable statutes and regulations of all government authorities having jurisdiction over them;

(j) Dissolution: no steps have been taken or are being taken by the Borrower, the Guarantor, *[the Shareholder or each Subordinated Lender] or by its *[respective] shareholders nor have any legal proceedings been started or threatened for the Borrower's, *[the Guarantor's, the Shareholder’s or each Subordinated Lender’s] dissolution or for the appointment of a receiver, receiver and manager, judicial manager, liquidator, trustee or such other officers in similar capacity to take over the Borrower, *[the Guarantor, the Shareholder or each of the Subordinated Lender] or all or any of its assets, income or franchises or any of them to take over the assets and undertaking of the Borrower, *[the Guarantor, the Shareholder and/or each Subordinated Lender] nor has any order been made for the winding-up of the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] or the appointment of a liquidator in respect thereof nor any petition of bankruptcy or similar proceedings has been filed against the Director;

(k) Payment of Taxes and Rates: the Borrower has filed all tax returns which it is required by law to file and has paid all taxes, assessments, fees and other governmental charges assessed against it or upon any of its assets or upon the Property or any part thereof as the case may be;

(l) No Default: no Event of Default or Potential Event of Default has occurred and is continuing;

(m) Cross Default: the Borrower, *[the Guarantor, the Shareholder and each Subordinated Lender] are not in default in the payment or performance of any of its obligations for borrowed money, or in respect of other liabilities;

(n) Change: there is no change in the financial condition, operating environment, management of the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] or the Project or other conditions which will affect the ability of the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] to perform its respective obligations under this Agreement, the Building Contract, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking,] or any of them;

(o) Accounts: the accounts and consolidated accounts (where applicable) of the Borrower, *[the Shareholder and the Guarantor] as at [] and for the year then ended and all information on the Project and as delivered to the Bank (with copies of the reports and approvals referred to in Clause 12.1(o)(i) below):-

(i) include a balance sheet and profit and loss account and such other financial statements (if any) as are required by the laws to which the Borrower, *[the Shareholder or the Guarantor] is subject;

(ii) save as stated in the notes thereto, were prepared in accordance with accounting principles and practices generally accepted in Singapore and consistently applied and have been prepared, examined, reported on and

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approved in accordance with all procedures required by the Memorandum and Articles of Association of the Borrower, *[the Shareholder or the Guarantor] and/or the laws to which the Borrower, *[the Shareholder or the Guarantor] is subject;

(iii) together with those notes, give a true and fair view of the Borrower’s, *[the Shareholder’s or the Guarantor’s] financial condition and operations as at that date and for the year then ended;

(iv) together with those notes, disclose or reserve against all liabilities (contingent or otherwise) of the relevant person(s) as at that date and all unrealised or anticipated losses from any commitment entered into by the relevant person(s) and which existed on that date;

(p) Ownership of Assets: the Borrower *[the Shareholder, the Director and each of the Subordinated Lenders or such other parties as are referred to in the relevant Security Documents, the Deed of Subordination and the Shareholder and Director Undertaking (where applicable) is/are] the sole legal and beneficial owner(s) of [its/his/their respective] Securities and that as at the date of drawdown of any of the Facility such Securities will be free from any lien, charge or encumbrance save for the charges constituted by the Security Documents *[,the Deed of Subordination and/or and the Shareholder and Director Undertaking (where applicable)];

(q) Approvals relating to Property: that all approvals as may be necessary for the purchase of the Property, the development of the Project and the sale of the Units as at the date hereof have been obtained from the competent authorities, that they are in full force and effect and that all conditions specified therein have been duly complied with, and that in respect of approvals which may only be obtained hereafter, they will be obtained and when obtained all the conditions specified therein will be duly complied with;

(r) Licences: the Borrower has obtained all necessary licences and has complied with all laws, regulations, rules and orders relating to the carrying on of its business;

(s) No Immunity: neither the Borrower’s, the Guarantor’s *[nor the Shareholder’s] assets are entitled to immunity from suit, execution, attachment or other legal process, and the Borrower’s, *[the Guarantor’s, the Shareholder’s and/or each Subordinated Lender’s] entry into this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] constitute, and the exercise of its or their rights and performance of and compliance with their obligations under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] will constitute private and commercial acts done and performed for private and commercial purposes;

(t) Misrepresentation: no information, exhibit or report furnished in writing by the Borrower to the Bank in connection with the negotiation of this Agreement contained any misrepresentation of fact as at the date of such exhibit or report or as at the date when such information was given which was material in the context of this Agreement or omitted to state a fact as at such date which in any such case would be materially adverse to the interests of the Bank under this Agreement;

(u) Compliance with Security Documents etc: that there is no breach of any of the terms and conditions of any of the Security Documents, and

(v) Related Corporations: as at the date hereof, [ ] are the Related Corporations of the Borrower.

12.2 Repetition: Each of the representations and warranties contained in this Clause 12 shall survive and continue to have full force and effect after the execution of this Agreement and the Borrower hereby warrants to the Bank that the above representations and warranties will be

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true and correct and fully observed until the Total Indebtedness is fully repaid and no further sum remains to be lent under this Agreement.

13. AFFIRMATIVE UNDERTAKINGS

The Borrower hereby undertakes and agrees with the Bank as follows:-

13.1 Accounts: the Borrower shall duly furnish *[and shall procure the Guarantor and the Shareholder to furnish] to the Bank:-

(a) annually as soon as possible and in any event not later than 120 days after the close of its financial year the audited financial statements of the Borrower, *[the Guarantor and the Shareholder] and the audited consolidated financial statements of the Borrower, *[the Guarantor and the Shareholder] and its Related Corporations, in each case consisting of a balance sheet as of the close of such financial year and a statement of its profits and loss for the period then ended in accordance with generally accepted accounting practices and principles consistently applied and signed by its auditors, such auditors to be acceptable to the Bank;

(b) semi-annually as soon as possible and in any event not later than 90 days after the close of the first 6 months of its financial year the unaudited financial statements of the Borrower, *[the Guarantor and the Shareholder,] in each case consisting of a balance sheet as of the close of the first 6 months of such financial year and a statement of its profits and loss for the period then ended in accordance with generally accepted accounting practices and principles consistently applied; and

(c) at the same time as sent to the shareholders of the Borrower, *[the Guarantor or the Shareholder,] any other document or information sent to such shareholder as such;

13.2 Conduct of Business: the Borrower will carry on and conduct, and will cause all its Related Corporations, *[the Guarantor and the Shareholder] to carry on and conduct, their respective affairs and businesses in a proper and efficient manner and will keep or cause to be kept all their properties and assets in a good state of repair and condition in accordance with good commercial practice;

13.3 Termination of Business: the Borrower will not without the prior written consent of the Bank, terminate any of its businesses as now conducted which will affect the financial condition of the Borrower, *[the Guarantor, the Shareholder] and/or any of its Related Corporations;

13.4 Financial and Other Information: the Borrower will furnish and provide the Bank with and permit the Bank to obtain all such statements information explanation and data, as the Bank may require regarding the affairs operations administration financial corporate or other whatsoever state or condition of the Borrower or any of the matters in this Clause mentioned. Without prejudice to the generality of the foregoing, the Borrower shall forthwith upon the request of the Bank furnish and provide the Bank with a list of all persons firms corporations companies or group or groups of companies which the Borrower is able to control or influence so as to enable the Bank to comply with the provisions of Section 29 of the Banking Act (Cap. 19) and shall forthwith inform the Bank of any change in such list as soon as such change occurs;

13.5 Inspection: the Bank shall have the right after giving reasonable notice to the Borrower to enter into and upon the Property or any land belonging to the Borrower, *[the Guarantor, the Shareholder] and/or its Related Corporation or where the Borrower or its Related Corporation carries on their businesses and inspect the same and to inspect all accounts records and statements of the Borrower, *[the Guarantor and the Shareholder] and/or its Related Corporations wherever the same may be situate; and the Borrower shall pay all costs, fees and other expenses whether legal or otherwise in respect of such inspection;

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13.6 Authority for Inspection: the Borrower shall give to the Bank such written authorities or other directions and provide such Facility and access as the Bank may require for the aforesaid inspection;

13.7 Approval: the Borrower shall obtain all necessary licences and comply with all laws regulations rules and orders relating to the carrying on of its business;

13.8 Change: the Borrower will promptly notify the Bank of any event or adverse change in the condition (financial or otherwise) of the Borrower, any of its Related Corporations, *[the Shareholder or the Guarantor] and of any litigation or proceedings being threatened or initiated against the Borrower, any of its Related Corporations, *[the Shareholder or the Guarantor] before any court tribunal or administrative agency, which might affect the operations or financial condition of the Borrower, such Related Corporation, *[the Shareholder or the Guarantor,] all such notification to be given to the Bank immediately after the Borrower has knowledge of the said change or of the said litigation or proceedings or threat thereof and the amount of contingent liability if such amount is ascertainable;

13.9 Building Plan Approval: to obtain all building plan approvals within [ ] months from the date of the issuance of the grant of written permission in respect of the Project by the competent authorities or such other extension as may be agreed to by the Bank;

13.10 Cost Overruns: to pay all Cost Overruns forthwith upon certification by the Quantity Surveyor or as ascertained by the Bank and such Cost Overruns shall be funded by *[the Shareholder’s and/or the Director’s loans and the Shareholder’s equity] which shall be subordinated to the Total Indebtedness pursuant to the Deed of Subordination;

13.11 Construction Contracts: to provide the Bank with copies of all approved building and survey plans, as soon as they are available, contracts for construction and any other information in respect of the Project as may be requested by the Bank from time to time;

13.12 Developer's Licence: to furnish a certified copy of the Developer's Licence issued to the Borrower by the Controller of Housing in respect of the Project with conditions attached thereto which are satisfactory to the Bank, are fully complied with and which are in full force and effect as soon as the same has been issued;

13.13 Furnish Plans and Documents relating to Project: to furnish or make accessible to the Bank detailed approved building plans, specifications, survey plans, contracts for construction and refurbishment and other information in respect of the Project;

13.14 Appointment of Professionals: to appoint such Contractor, Architect, Quantity Surveyor, engineers and other professional consultants engaged in the Project of good repute and as may be approved by the Bank and to obtain the Bank's prior written approval for any change in the Contractor, Architect, engineers and other professional consultants engaged in the Project so appointed;

13.15 Building Contract: to enter into a Building Contract (lump sum or bill of quantity) with the Contractor and to furnish the Bank with a certified true copy of the Building Contract as soon as it is executed;

13.16 Assignment of Contracts: to assign to the Bank on demand all the Borrower's rights, title and interest in the Building Contract, design drawings and all other documents related to the construction of the Project in favour of the Bank, and to execute all assurances, deeds, receipts and documents relating or incidental thereto;

13.17 Breach of Building Contracts: the Borrower will inform the Bank of any breach of the Building Contract or any other contract entered into by the Borrower in respect of the Project and of any arbitration litigation or other proceedings in which it has or is likely to become involved in respect thereof;

13.18 Construction Schedule: to adhere to the following construction schedule dates or such other dates as may be extended by the Bank at its sole discretion:-

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Construction Schedule

Construction to commence by :

Piling to be completed by :

Reinforced Concrete Framework to be completed by :

Roof and ceiling to be completed by :

TOP to be obtained by :

13.19 Launch of Project: to launch the Project for sale by [] or within [] months from the date of the approval for the sale of the Units is obtained from the relevant competent authorities, whichever is the earlier;

13.20 Title to Property: to apply for the title to the Units comprised in the Project within 12 months from the date of issuance of TOP;

13.21 Development Charge/Differential Premium: to pay the Development Charge/Differential Premium in respect of the Project immediately when due and forthwith thereafter produce to the Bank evidence of such payment;

13.22 Appointment of Cost Consultants: to appoint at the request of the Bank and at the cost of the Borrower cost consultants acceptable to the Bank to verify in case of dispute all projected costs and costs incurred in respect of the Project;

13.23 Execution of Documents: the Borrower shall, *[and shall procure that the Guarantor, the Shareholder, the Director and each Subordinated Lender shall,] at its *[or their] own expense, execute, sign, perfect, do and if required register every document, act or thing as in the opinion of the Bank may be necessary or desirable for the purpose of implementing the terms and provisions of this Agreement, the Security Documents, *[the Deed of Subordination and the Shareholder and Director Undertaking;]

13.24 Notification: to notify the Bank immediately of (a) any amendment to any planning approval made by the competent authority and (b) a breach of any of the terms and conditions of any consent or approval issued by any relevant authority in connection with the Project or the Facility;

13.25 Quarterly Reports: to make quarterly reports to the Bank on the progress of construction of the Units and the sale status of the Units in a form acceptable to the Bank, or such other relevant information which the Bank may request in respect of the Property and/or the Project;

13.26 Payment of Taxes: the Borrower shall duly pay and discharge and cause all its Related Corporations to pay and discharge, all rents, rates, taxes, assessments and governmental charges from time to time levied upon it or them or against its or their properties, business and operations prior to the date on which penalties become attached thereto;

13.27 Insurance Policies: to take out and maintain or cause to be taken out and maintained all risks policies of insurance in the form of a Contractor's All Risks Policy and upon completion of construction work or issuance of TOP, whichever is earlier, in the form of a Fire Insurance policy in respect of the Project and/or any other policy or policies in respect of the Project and/or the Property in the joint names of the Borrower and the Bank for their respective interests with The Overseas Assurance Corporation Limited or such other reputable insurance companies acceptable to the Bank, fully insuring the Property against, inter alia, loss or damage by fire, lightning, riots, extraneous perils and all other risks commonly covered with respect to properties and projects of a similar kind and such policies shall be in such amounts and shall contain such terms and provisions as shall be approved by the Bank, and shall

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contain non-cancellation, non-amendment and standard mortgagee clauses and clauses naming the Bank as loss payee and the policies shall be delivered to and retained by the Bank; to punctually pay all premiums payable in respect of the said policies of insurance and submit to the Bank receipts for such payment within 3 days' prior to the expiry of the insurance policies, and if the Borrower fails to comply with the provisions of this sub-Clause the Bank may at its discretion (but without any obligations on its part to do so) have such insurance effected at the cost of the Borrower and all moneys paid by the Bank in respect of such insurances shall on demand be repaid to the Bank and until repayment shall be added to the principal moneys hereby secured and bear Default Interest and all the other statutory powers of insurance for the said sum may be exercised by the Bank;

13.28 Not to effect further Insurance: except at the request or with the consent of the Bank, not to effect or keep on foot any insurance against any risk in respect of any building or structure on the Property where any insurance hereinbefore mentioned has been effected or kept on foot;

13.29 Application of Insurance Moneys: all moneys received or receivable under any of the policies of insurance aforesaid by whomsoever effected shall be paid to the Bank and applied towards making good the loss or damage incurred in respect of the Property or at the election of the Bank towards repayment to the Bank of all sums payable by the Borrower to the Bank under this Agreement and the Security Documents in reduction of the Total Indebtedness;

13.30 Certificate of No Default: to deliver to the Bank at the end of each fiscal year and from time to time on request by the Bank a duly signed certificate of no default under Clause 18;

13.31 Notification of Default: to notify the Bank of the occurrence of any Event of Default immediately upon becoming aware of it and thereupon, on request, deliver to the Bank a certificate setting out details of any Event of Default and the action taken or proposed to be taken to remedy it;

13.32 Observance of Security Documents: to observe and comply with the terms and conditions of the Security Documents and all consents and approvals issued by relevant authorities in connection with the Project and the Facility;

13.33 Other Financing: the Borrower shall not so long as the Total Indebtedness remains unpaid:-

(a) procure or accept any financing from any person or corporation or bank or financial institution, including but not limited to inter-company loans, for the Project including but not limited to procuring financing for the Construction Costs without the prior written consent of the Bank *[other than loans from the Shareholder,] which shall be subordinated to the Total Indebtedness pursuant to the Deed of Subordination;

(b) grant any corporation or person any interest whether as security or collateral over the assets (whether certain or contingent) of the Borrower that relate to the Project; and

(c) in any manner encumber any assets of the Borrower relating to the Project including but not limited to any assignment and/or charge of any Sale and Purchase Agreement, and/or the rentals from the lease of the Units, the proceeds from the sale of the Units and/or any contracts or bonds;

13.34 Inter-company Loans: the Borrower shall not repay any shareholders and/or the Director and/or inter-company loans in relation to the acquisition of the Property and/or the construction of the Project until the Total Indebtedness has been repaid and shall procure such shareholders, the Director and Related Corporations to subordinate all sums for which the Borrower may now or hereafter become indebted to any of them and in connection thereto;

13.35 Compliance with Clause 3: to deliver to the Bank upon demand any documents or evidence under Clause 3 and to comply with all the terms and conditions of Clause 3;

13.36 Disclosure: the Bank is hereby authorised to disclose to any government or regulatory authority, *[the Shareholder, the Guarantor, the Director] and any other persons who have provided to the Bank any guarantee, security or other assistance in relation to the performance

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by the Borrower of its obligations herein and the Security Documents, any information relating to the Borrower and its affairs, the Total Indebtedness, or the status of any other facilities or accommodation made available to the Borrower by the Bank as the Bank shall in its absolute discretion think fit and the Borrower hereby consents to such disclosure made now or hereafter;

13.37 Goods and Services Tax: to pay any goods and services tax, value added tax or such other consumption tax, by whatever name called which may be leviable or levied or imposed upon or in respect of the Facility and all sums payable hereunder and under the Security Documents and the Borrower undertakes to indemnify the Bank against such payment if the Bank is required by law to collect and make payment in respect thereof.

*[13.38 Wholly-owned subsidiary: the Borrower shall be a wholly-owned subsidiary of the Shareholder. No change in the shareholding of the Borrower is allowed without the prior written consent of the Bank;]

13.39 Project Account: the Project Account will be maintained with the Bank at all times and operated in accordance with the Project Account Rules; and

13.40 Pari Passu: so long as the Available Facility are available, the Borrower shall not place the Bank in a less favourable position relative to the other bankers of the Borrower in terms of security and support.

14. COVENANTS RELATING TO THE PROJECT

The Borrower hereby further covenants to do the following:-

14.1 Compliance with Directives: the Borrower will observe, perform and comply with all terms, conditions, undertakings, stipulations and covenants (including without prejudice to the generality of the foregoing all the terms, conditions, undertakings, stipulations and covenants imposed at any time and from time to time by all relevant governmental and statutory authorities) required to be observed and performed and complied with by it in connection with the construction and completion of the Project and shall not apply for any changes in the planning or building approvals in respect thereof without the Bank's prior written consent;

14.2 Production of Evidence: in respect of any planning building or other approvals given by the competent authorities in respect of the Project, the Borrower shall ensure that any time periods stipulated in such approvals are complied with or extensions thereof are obtained and evidence produced to the Bank;

14.3 Supervision/Completion of Project: the Borrower shall diligently and expeditiously construct and complete the whole of the Project or cause the same to be constructed and completed in accordance with plans approved by the competent authority and shall furnish and provide the Bank with and permit the Bank to obtain all statements, information, explanation and data as the Bank may from time to time require concerning the Project and the progress of the construction of any building or buildings erected or to be erected on the Property and if in the opinion of the Bank the Borrower shall fail on construct and complete the Project in accordance with the construction schedule or its covenants undertakings, agreements and stipulations herein contained the Bank may in its absolute discretion at any time (without being liable as a mortgagee in possession) enter upon the Property or any part thereof and if all or any building erection and structure thereon shall remain unfinished or uncompleted the same in accordance with the requirements of the approved plans and specifications and may for that purpose use any materials and plant belonging to the Borrower but with liberty, if the Bank so thinks fit, to make or agree to make any modifications or alterations to the approved plans and specifications and for the purpose aforesaid the Bank shall be at liberty to employ managers consultants specialists contractors builders workmen and others and purchase all materials and equipment as the Bank may in its absolute discretion deem fit, and all moneys expended by the Bank in completing the Project shall on demand be repaid by the Borrower with interest thereon at the Default Interest rate until such repayment such sums and interest shall be a charge on the Property in addition to the principal moneys AND in connection therewith the Borrower hereby irrevocably appoints the Bank or any persons nominated by

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the Bank to be the Attorney of the Borrower to apply for and procure on its behalf any licences permissions or other things from any Competent Authority and do any other act necessary for the execution of all such works as may be necessary to complete the Project as shall not have been completed by the Borrower;

14.4 TOP and CSC: the Borrower will do all acts and things necessary to procure the prompt issue of the TOP and the CSC and will at its own cost and expense comply with all requirements of the competent authorities which are conditions precedent to the issue of the TOP and the CSC. The Borrower shall ensure that the TOP is renewed at all times until the issue of a CSC. The Borrower shall give immediate notice to the Bank upon the issue of the TOP and upon the issue of the CSC and shall undertake to furnish copies thereof to the Bank when issued;

14.5 Separate Title: the Borrower shall promptly apply for the approval of the competent authority for the subdivision of the Property for the purpose of issue of separate title for each of the Units;

14.6 Non-Delay in Completion of Project: the Borrower shall comply and shall cause or procure that all professional advisers and independent contractors that are from time to time engaged or employed by it, comply with all the conditions imposed by, and supply all the information documentation and data required by the Chief Surveyor, the Registrar of Titles or any other competent authority, so as to ensure that there is no delay on the part of the Borrower its professional advisers and independent contractors in procuring the issue of separate certificates of title for each of the Units; and

14.7 Notification of Issuance of Title: the Borrower shall give immediate notice to the Bank of the issue of separate title for the Units and shall forward the original computer-generated copies thereof to the Bank.

15. SALE/LEASE OF THE UNITS

15.1 Terms of Sale of the Units: Subject to Clause 15.6, in respect of the sale of any Unit, each such sale shall be subject to such terms and conditions as prescribed under the Project Account Rules and/or any other applicable legislation. The Borrower shall observe and comply with all the terms and conditions applicable to the Project Account Rules and without prejudice to the generality of the foregoing, deposit forthwith upon receipt of all instalments of purchase price payable by the purchasers into the Project Account. The Borrower shall on request of the Bank furnish the Bank with details of the names of the purchasers, selling prices, number of Units sold and specimen copies of the Sale and Purchase Agreements. The Borrower shall subject to the approval of the Controller of Housing include in the Sale and Purchase Agreement in respect of the Units the following provisions:-

"Payment of all the purchasers' monies in respect of the purchase price (inclusive of the booking fee) shall be made by account payee crossed cheque issued in favour of OVERSEA-CHINESE BANKING CORPORATION LIMITED for Project Account No. [ ] of []"

15.2 Sale of Units: The Borrower will not sell the Units except at the minimum selling price of S$[] per square foot of the saleable area or such other minimum selling price as may be approved by the Bank in writing from time to time.

15.3 Lease: that the Borrower shall not let or lease any of the units comprised in the Building Project otherwise than on terms and conditions first approved in writing by the Bank;

15.4 Report: that the Borrower shall further provide the Bank quarterly with a full report showing:

(a) the number of the Units sold/or rented;

(b) the date of sale and/or tenancy;

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(d) a brief description of each such Unit sold or rented;

(e) the sale price or rental deposit or rent payable for each such Unit;

(f) the amount of sale price received in respect of each Unit sold and the amount outstanding in respect thereof; and

(g) the amount of outstanding rental deposit and/or rental payable in respect of each Unit rented.

15.5 Deposit of Monies: that the Borrower shall promptly deposit all moneys received from each purchaser in respect of all instalments of the purchase price payable by such purchaser (i) up to the issue of the Temporary Occupation Permit including any instalment of the purchase price payable upon issue of the Temporary Occupation Permit in the Project Account, and (ii) after the issue of the Temporary Occupation Permit in the Special Account or such other account as the Bank may deem fit, subject always to the provisions of the Project Account Rules.

15.6 Release of Property from Mortgage: Subject to the Borrower's observance and performance of all the covenants undertakings terms conditions and stipulations of this Agreement and the Security Documents, the Bank will at the request of the Borrower and at the cost and expense of the Borrower execute a deed of release to release or procure a partial discharge of the Mortgage of each Unit sold in respect of which the TOP has been issued and in respect of which the Bank shall have received (for purpose of reducing the Total Indebtedness) an amount equivalent to such sums due under the Sale and Purchase Agreement of such Unit up to the TOP stage or []% of the sale price of each of such Units in the Project sold, or the minimum redemption sum of S$[ ] per square foot of the saleable area, whichever shall be the higher or such other amount or amounts, as the Bank may from time to time stipulate.

15.7 Application of Sale Proceeds of Units: Subject to the Project Account Rules and the provisions of Clause 8, the amounts received by the Bank from the sale proceeds of each Unit, shall subject to the Project Account Rules be applied firstly towards the reduction and repayment of the Construction Loan utilised in connection with the construction of the Project, secondly towards the reduction and repayment of the DCL and thirdly towards the reduction and repayment of the Land Loan or in such other manner as the Bank may deem fit.

15.8 Discharge of Total Indebtedness: Notwithstanding the provisions of this Clause, the Total Indebtedness shall be fully paid and discharged on the Final Repayment Date.

16. NEGATIVE UNDERTAKINGS

The Borrower undertakes with the Bank not:-

16.1 Negative Pledge: to create or permit to arise or subsist any mortgage charge (whether fixed or floating) pledge, hypothecation, lien or other encumbrance whatsoever on any of its assets, properties and undertaking both present and future and wheresoever situate charged and/or assigned and/or to be charged and/or assigned to the Bank under the Security Documents or agree to do any of the above;

16.2 Amendment to Memorandum and Articles of Association: to amend or alter any provisions of its Memorandum and Articles of Association relating to its borrowing powers, powers to guarantee and charge its assets as security for any third party borrowings and its principal business activities;

16.3 Reconstruction or Amalgamation: to effect any form of reconstruction or amalgamation by way of a scheme of arrangement or otherwise and shall not approve, permit or suffer any change of ownership (whether legal or beneficial) or transfer of any part of its issued capital;

16.4 Transfer of Shares: to register any transfer of shares in the Borrower or allot shares to a party *[other than the Shareholder];

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16.5 Declaration of Dividends: to declare or pay any dividends or non-statutorily required bonus without the prior written consent of the Bank;

16.6 Borrowings: to obtain any borrowings from any person, corporation or other banks or financial institutions *[save from the Shareholder], which shall be subordinated to the Total Indebtedness pursuant to the Deed of Subordination;

16.7 Incur Liabilities: to incur any liability by way of guarantee or assign its account receivables;

16.8 Lend: to make advance or loans to any person whosoever *[and shall also procure the Shareholder not to lend to any person whosoever];

16.9 Repay Loans: repay any loans or advances made to the Borrower by the *[Shareholder/Borrower's Shareholders, Director, Guarantor or Subordinated Lenders];

16.10 Change of Directors: to effect any change in the board of directors of the Borrower without the prior written approval of the Bank;

16.11 Appointment of Judicial Manager: to appoint a judicial manager to take over the assets and undertaking of the Borrower; and

16.12 Variation of Project: to vary any of the terms of the Building Contractor to make any variations to the Project including any change in the number of Units without the prior written consent of the Bank.

17. DEFAULT IN PAYMENT OF EXPENSES

In addition to and not in derogation of the other provisions of this Agreement if the Borrower shall fail or refuse to pay any insurance premium legal fees stamp duty and other costs charges and expenses which the Borrower is liable to pay under any provisions of this Agreement and the Security Documents, the Bank may at its discretion pay the same (but shall not be under any obligations to do so) and if such payment is made by the Bank the Borrower shall forthwith on demand repay the same to the Bank together with Default Interest or interest at such other rate as may be prescribed from time to time per month calculated from the date of payment thereof by the Bank up to the date of repayment by the Borrower, and until so repaid shall be included in and subject to the charges created herein.

18. EVENTS OF DEFAULT

18.1 Event of Default: Any one of the following events and occurrences shall constitute an Event of Default under this Agreement:-

(a) Non-payment: failure by the Borrower to pay any sum due or payable hereunder whether principal, interest or any other sums payable under this Agreement or any of the Security Documents on the due date therefor or on demand (as the case may be);

(b) Breach of other obligation: failure by the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] to perform any of the terms and conditions stipulated herein or to comply with any provisions of this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

(c) Breach of Warranty etc: if any representation, warranty or statement made by the Borrower, *[the Guarantor, the Shareholder and/or each Subordinated Lender] in this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination, the Shareholder and Director Undertaking] or any other documents called for by this Agreement or any certificate or statement delivered or made hereunder or thereunder shall be or become incorrect or untrue or misleading or is breached in any respect;

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(d) Authorisation and Consents: if any action, condition or thing (including the obtaining of any necessary consent) at any time required to be taken, fulfilled or done for any of the purposes stated in Clause 12.1(e) or for the legality or validity of this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination, the Shareholder and Director's Undertaking,] is not taken, fulfilled or done or any such consent ceases to be in full force and effect without modification or any condition in or relating to any such consent is not complied with;

(e) Cross Default:

(i) if any other borrowing of the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] becomes prematurely due and payable as a result of a default thereunder; or

(ii) if any Event of Default or Potential Event of Default occurs under any contract or document relating to any such borrowing; or

(iii) if any other borrowing or other Indebtedness or any sum payable in respect thereof is not paid when due; or

(iv) if any encumbrance over any assets of the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] is or becomes enforceable;

in this Clause "borrowing" means (1) monies borrowed or raised (including hire under financial leases) and interest thereon, (2) any liability under any bond, note, guarantee, indemnity or other security or other facility, (3) any liability in respect of the acquisition cost of assets or services to the extent payable after the time of acquisition or possession thereof, and (4) any guarantee or other assurance against financial loss in respect of such monies borrowed or raised, interest or liability;

(f) Effect of other Agreements: if an event has occurred which constitutes a default under or in respect of any other agreement or document to which the Borrower or any of its Related Corporations or *[the Guarantor or the Shareholder] is a party or by which the Borrower or any of its Related Corporations or *[the Guarantor or the Shareholder] may be bound and an event has occurred which, with the giving of notice, lapse of time, determination of materiality or other condition might constitute a default under or in respect of any such agreement or document and which event might in the opinion of the Bank affect the financial condition of the Borrower and/or any of its Related Corporations *[and/or the Guarantor and/or the Shareholder;]

(g) Insolvency: if the Borrower, any of its Related Corporations, *[the Guarantor or the Shareholder] becomes insolvent, is unable to pay its respective debts as they fall due, stops, suspends, or threatens to stop or suspend payment of all or a part of its respective debts, begins negotiations or takes any proceedings or other step with a view to readjustment, rescheduling or deferral of all or any of its Indebtedness (or of any part of its Indebtedness which it will or might otherwise be unable to pay when due) or proposes or makes a general assignment or an arrangement or composition with or for the benefit of each of its creditors or a moratorium is agreed or declared in respect of or affecting all or a part of its respective Indebtedness;

(h) Judicial Management: if any application is made or petition presented pursuant to the Companies Act (Cap. 50) for an order that the Borrower, any of its Related Corporations, *[the Guarantor or the Shareholder] be placed under the judicial management of a judicial manager;

(i) Cessation of Business: if the Borrower, any of its Related Corporations, *[the Guarantor or the Shareholder] shall cease or threaten to cease to carry on its or their business or to change the nature or scope of its or their business as now conducted;

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(j) Enforcement Proceedings: if a distress or execution is levied or enforced upon or sued against any part of the properties or assets of the Borrower or any of its Related Corporations or *[the Guarantor or the Shareholder;]

(k) Legal Proceedings: if any legal proceedings suits or actions of any kind whatsoever (whether criminal or civil) shall be instituted against the Borrower and/or any of its Related Corporations *[and/or the Guarantor and/or the Shareholder and/or the Director] which in the opinion of the Bank will affect the Borrower's *[or the Guarantor’s or the Shareholder’s] ability to discharge the Total Indebtedness or the performance of its respective obligations under this Agreement, the Building Contract, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] such opinion so formed being binding and conclusive on the Borrower;

(l) Security Enforceable: if any present or future security on or over the assets of the Borrower, *[the Guarantor, the Shareholder or each Subordinated Lender] becomes enforceable;

(m) Dissolution: if any step or petition is taken by any person for the dissolution or winding up of the Borrower, any of its Related Corporations, *[the Guarantor or the Shareholder] or for the appointment of a receiver and/or receiver and manager or judicial manager, trustee, administrator, agent or similar officer of the Borrower or any of its Related Corporations or *[the Guarantor or the Shareholder] over any part of the assets and undertakings of the Borrower, any of its Related Corporations, *[the Guarantor or the Shareholder;]

(n) Transfer of Assets: if the Borrower, any of its Related Corporations, *[the Guarantor or the Shareholder] shall transfer or otherwise dispose of all or substantially all its respective assets to any person, firm or corporation;

(o) Nationalisation: if any agency of any state seizes, compulsorily acquires, expropriates or nationalises all or a part of the assets properties or shares of the Borrower or any of its Related Corporations or *[the Guarantor or the Shareholder;]

(p) Illegality: if it is or will become unlawful for the Borrower *[or the Guarantor or the Shareholder or the Director or each Subordinated Lender] to perform or comply with any one or more of its obligations under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] respectively;

(q) Declared Company: if the Borrower or *[the Guarantor or the Shareholder or any Subordinated Lender] is declared by the Minister to be a declared company under the provisions of Part IX of the Companies Act (Cap. 50);

(r) Acquisition: if a notice or proposal for compulsory acquisition of the Property or any part thereof shall be issued or made under or by virtue of an Act of Parliament or other statutory provision;

(s) Property: if the Property or any part thereof is destroyed or damaged;

(t) Cessation: if this Agreement, any of the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] ceases for any reason or is claimed by the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] not to be the legal and valid obligations of the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] binding upon it in accordance with the terms or any of the Security Documents, this Agreement, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] or for any reason ceases to apply or is claimed by the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] to apply to the obligations and the liabilities therein secured or the security constituted thereunder is in jeopardy, or *[the Guarantee is for whatever reason revoked by the

OCBC Legal / Jun 2009 38

Guarantor or any person or otherwise or the Deed of Subordination or the Shareholder and Director Undertaking is for whatever reason breached by the Shareholder or the Director, each Subordinated Lender] or any person or otherwise and notice thereof has been given by the Bank to the Borrower *[and/or the Guarantor and/or the Shareholder and/or the Director and/or each Subordinated Lender;]

(u) Change: if there shall occur a change in the business, assets or financial position of the Borrower, *[the Guarantor, the Shareholder, the Director or any Subordinated Lender] or if any situation shall have arisen which in the opinion of the Bank shall make it improbable that the Borrower, *[the Guarantor, the Shareholder, the Director or each Subordinated Lender] will be able to perform their respective obligation under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination, the Shareholder and Director Undertaking] and the Building Contract;

(v) Termination of Building Contract: if the Building Contract is terminated or otherwise ceased to remain in full force and effect or if for any cause or reason whatsoever the Contractor ceases permanently to perform any of its essential duties or obligations under the Building Contract (unless in any such case within a period of 30 days after such termination or cessation the Borrower shall have appointed a substituted Contractor approved by the Bank and work under the Building Contract is recommenced immediately thereafter) or if either party to the Building Contract commits a breach of any of its obligations under the Building Contract and (except where the Bank reasonably considers that such breach is not capable of remedy) such breach is not remedied to the entire satisfaction of the Bank within a period of 30 days next following the date of service by the Bank on the Borrower of notice requiring the breach to be remedied;

(w) Termination of Construction Works: if construction work in connection with the Project is terminated for any cause other than the events referred to in Clause 18.1(v) or completion of the Project for a continuous period of more than 30 days;

(x) Change in Shareholding: if there shall be a change in the shareholding of the Borrower as from the date hereof without the prior written consent of the Bank;

(y) Assignment: if the Borrower shall make an assignment for the benefit of its creditors or enter into an arrangement for composition for the benefit of its creditors;

(z) Consents and Approvals: if any of the consents, authorities, approvals, waivers or resolutions required for the development of the Project shall be modified in a manner unacceptable to the Bank or shall be wholly or partly revoked, withdrawn, suspended or terminated or shall expire and not be renewed or shall otherwise fail to remain in full force and effect;

(aa) Security Imperilled: if anything shall be done or suffered or omitted to be done by the Borrower or otherwise whosoever, which in the opinion of the Bank, imperils or may imperil the security created by this Agreement, any of the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

(ab) Destruction of Property: if the buildings on the Property are partially destroyed to the extent which, in the opinion of the Bank renders it impossible or impracticable to reinstate it within any period deemed reasonable by the Bank, or if the buildings on the Property are totally destroyed or if the buildings on the Property are in the opinion of the Bank in jeopardy;

(ac) Cancellation of Project: if the whole or any part of the Project is cancelled or abandoned;

(ad) Sale or Lease without the Bank’s approval: if the Borrower sells or leases any Unit during or after construction without the prior written approval of the Bank or after obtaining such approval sells or leases any such Unit contrary to the terms and conditions stipulated or approved by the Bank;

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(ae) Breach of Security Documents: if there is a breach of any of the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

(af) Mental Incapacity, Etc: if the Borrower *[and/or the Guarantor and/or the Shareholder and/or the Director and/or any of the Subordinated Lenders], being an individual, shall become mentally unsound, incapable of handling his or their affairs or die; and

(ag) Other Parties: any of the events referred to in this Clause 18.1 occurs to any other party to or referred to in any of the Security Documents.

(ah) Analogous Events: if any event occurs which, under the laws of any applicable jurisdiction, has an analogous or equivalent effect to any of the events referred to in this Clause 18.1.

18.2 Notification of Default by Borrower: The Borrower shall notify the Bank forthwith in writing of any occurrence of an Event of Default or Potential Event of Default.

18.3 Declaration of Default: The Bank may at any time after the happening of an Event of Default or Potential Event of Default (whether or not any notice pursuant to Clause 18.2 shall have been given by the Borrower), by notice in writing to the Borrower declare the occurrence of an Event of Default whereupon:-

(a) Loans Repayable: the Total Indebtedness shall become immediately due and payable without any demand or notice which is hereby expressly waived;

(b) Enforcement of Security Documents: the Bank shall be entitled to exercise forthwith all or any rights, powers or remedies under this Agreement and the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

(c) Credit Balance: the Bank shall be entitled to apply any credit balance standing to any account of the Borrower with the Bank and in whatever currency towards satisfaction of the Total Indebtedness; and

(d) Cancellation of Facility: the Bank's commitments in relation to the Facility shall automatically be cancelled and forthwith cease.

The rights hereunder are cumulative and may be exercised concurrently or in any order as the Bank may in its absolute discretion think fit. Nothing in this Clause shall limit any right powers or remedies of the Bank under this Agreement, the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking.]

19. INDEMNITIES

19.1 Indemnities to Administration of Project Account: The Borrower shall indemnify the Bank and hold the Bank harmless from and against any losses, damages, penalties, actions, judgements, suits, costs, charges or expenses whatsoever, legal or otherwise which the Bank may sustain, suffer or incur arising out of or in connection with the Bank's administration of the Project Account.

19.2 Miscellaneous Indemnities: The Borrower shall on demand indemnify the Bank against any funding or other cost, loss, expense or liability sustained or incurred by it as a result of:-

(a) a Drawing not being made by reason of non-fulfilment of any of the conditions relating to that Drawing or any part thereof or the Borrower purporting to revoke a notice requesting that Drawing;

(b) the occurrence or continuance of any Event of Default or Potential Event of Default;

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(d) the receipt or recovery by any party (or the Bank on its behalf) of all or any part of any amount payable by the Borrower hereunder otherwise than on its due date and for the avoidance of doubt the due date for the payment of the Loans or any part thereof shall be the Final Repayment Date; and

(e) any default in the payment of the Total Indebtedness or any portion thereof, or any other amounts payable hereunder, or on account of the non-observance of all or any of the terms stipulations agreements and provisions on the part of the Borrower *[or the Shareholder or the Guarantor or any Subordinated Lender] contained herein, the Security Documents,*[the Deed of Subordination and the Shareholder and Director Undertaking] and such losses, damages and expenses shall include but not limited to such amount as the Bank shall certify (such certification being conclusive and binding upon the Borrower save for any manifest error).

19.3 Broken Funding Costs: In the case of Clauses 19.2(a), 19.2(b), 19.2(c), 19.2(d) and 19.2(e) above, the amount payable shall in any event include the amount (if any) by which:-

(a) the amount of interest which the Bank is able to obtain by placing an amount equal to the relevant amount on deposit in the Singapore inter-bank market, for the remainder of the relevant interest period, as soon as practicable after it becomes aware that the relevant drawdown is not being made or (as the case may be) of the relevant receipt or recovery

is less than:-

(b) the amount of interest which, in accordance with the expressed terms of this Agreement, would otherwise be payable to the Bank in respect of the Loans for the relevant interest period or (as the case may be) on the relevant amount so received or recovered for the remainder of the relevant interest period.

19.4 Currency Indemnity: *[All sums payable by the Borrower under or in connection with this Agreement and the Security Documents, including damages are to be made in the Currency of Drawing.] / *[S$ is the sole currency of account and payment for all sums payable by the Borrower under or in connection with this Agreement and the Security Documents, including damages]. Any amount received or recovered in a currency other than *[the Currency of Drawing]/*[S$] (whether as a result of, or the enforcement of, a judgment or order of a court of any jurisdiction, in the dissolution of the Borrower or otherwise) by the Bank in respect of any sum expressed to be due to it from the Borrower under this Agreement and the Security Documents shall only constitute a discharge to the Borrower to the extent of the *[Currency of Drawing]/*[S$] amount which the Bank is able, in accordance with its usual practice, to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If that *[Currency of Drawing]/*[S$] amount is less than the *[Currency of Drawing]/*[S$] amount expressed to be due to the Bank under this Agreement and the Security Documents, the Borrower shall indemnify the Bank against any loss sustained by it as a result thereof. In any event, the Borrower shall indemnify the Bank against the cost of making any such purchase. For the purpose of this sub-clause it shall be sufficient for the Bank to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

19.5 Indemnities Separate: Each of the above indemnities constitutes a separate and independent obligation from the other obligations in this Agreement, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by the Bank and shall continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Agreement and the Security Documents or any judgment or other order. No proof or evidence of any actual loss may be required.

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20. SPECIAL ACCOUNTANT

In the event that, in the opinion of the Bank, circumstances have arisen which give reasonable cause for concern over the financial condition of the Borrower, the Borrower will, notwithstanding that an Event of Default or a potential Event of Default has not occurred, forthwith upon the Bank's request appoint a special accountant nominated by the Bank. The Bank may at its absolute discretion immediately after such request to appoint a special accountant make such appointment on the Borrower's behalf. The special accountant so appointed shall be the agent of the Borrower and the Borrower shall be solely responsible for his acts, defaults and remuneration. The special accountant shall have the following functions:-

20.1 Accounts: to carry out an audit for the accounts of the Borrower and report the outcome of such audit to the Bank;

20.2 Verification of Receivables: to verify and submit to the Bank a list of the Borrower's account receivables;

20.3 Submission of Creditors: to verify and submit to the Bank a list of the Borrower's creditors; and

20.4 Advisory Service: to render such advisory services with respect to the financial affairs of the Borrower as the Bank may specify in its request to the Borrower to appoint the special accountant.

21. REMEDIES, WAIVERS NOT TO PREJUDICE RIGHT OF THE BANK

21.1 No Implied Waivers, Remedies Cumulative: No failure on the part of the Bank to exercise, and no delay on its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

21.2 Wavier Not To Prejudice Bank's Rights: The Bank may from time to time and at any time waive either unconditionally or on such terms and conditions as it may deem fit any breach by the Borrower of any of the undertakings stipulations terms and conditions herein contained and any modification thereof but without prejudice to its powers rights and remedies for enforcement thereof, Provided Always that:-

(a) Forbearance: neither any neglect or forbearance of the Bank to require and enforce payment of any moneys hereunder and under the Security Documents or the performance and observance of any undertakings stipulations terms and conditions herein contained, nor any time which may be given to the Borrower shall in any way prejudice or affect any of the rights powers or remedies of the Bank at any time afterwards to act strictly in accordance with the provisions hereof and under the Security Documents; and

(b) Waiver: no such waiver of any such breach as aforesaid shall prejudice the rights of the Bank in respect of any other or subsequent breach of any of the undertakings stipulations terms or conditions aforesaid.

22. INDULGENCE OF THE BANK NOT TO DISCHARGE THE BORROWER

The liability of the Borrower hereunder shall not be discharged by reason of the fact that any person is or has become in any way, whether with or without the Bank's acceptance, liable to pay any of the moneys owing by the Borrower hereunder or by reason of any time or other indulgence being granted by or with the consent of the Bank to any such person or by reason of

OCBC Legal / Jun 2009 42

any arrangement being entered into or composition accepted by the Bank modifying the operation of law or otherwise the rights and remedies of the Bank under the provisions of this Agreement.

23. OTHER FACILITY

The Facility shall be in addition to and shall not be prejudiced or affected by any other term loans or advances or credit or banking facility granted to the Borrower and the Bank's rights hereunder in respect thereof shall not in any way be prejudiced or affected.

24. EXPENSES

The Borrower shall pay forthwith on demand and on a full indemnity basis:-

24.1 Fees relating to Facility: all expenses including stamp duty (whether as penalty or otherwise), legal, administrative, registration, execution fees and any other costs or charges (including abortive costs) whether of the Bank or otherwise and reasonably incurred or expended by the Bank in connection with the Facility whether the same is accepted or otherwise under this Agreement and the Security Documents; and

24.2 Fees relating to Enforcement of Payment: all legal fees and other costs and disbursements whatsoever including but not limited to stamp or other duties incurred in connection with demanding and enforcing payment of moneys due hereunder or otherwise howsoever in enforcing this Agreement and the Security Documents or any other document called for by the terms of this Agreement and/or the Security Documents, or any of the covenants, undertakings, stipulations, terms, conditions or provisions of this Agreement and/or the Security Documents, or incurred in connection with any delay or omission on the part of the Borrower to pay any stamp or other duties in connection with this Agreement and/or the Security Documents, or any other document called for by the terms of this Agreement and/or the Security Documents.

25. NOTICES

25.1 Addresses: Each communication under this Agreement shall be made in writing but, unless otherwise stated, may be made by fax or letter. Each communication or document to be delivered to any party under this Agreement shall be sent to that party at the fax or address, and marked for the attention of the person (if any), from time to time designated by that party for the purpose of this Agreement. The initial fax number, address and person (if any) so designated by each party are set out under its name at the end of this Agreement.

25.2 Deemed Delivery: Any communication from the Borrower shall be irrevocable and shall not be effective until received by the Bank. Any other communication under this Agreement shall be deemed to have been received (if sent by fax) on the day of despatch or (in any other case) when left at the address required by Clause 25.1 above or 3 Business Days after being put in the registered post postage prepaid and addressed to that address provided always that in the case of communication by fax, the faxes must be received by that person to whom it is addressed in a complete and legible form.

26. SUCCESSORS AND ASSIGNS

26.1 This Agreement shall be binding upon the Borrower and the successors in title of the Borrower and enure to the benefit of the Bank and the successors in title and assigns of the Bank. All undertakings, agreements, representations and warranties given, made or entered into by the Borrower under this Agreement shall survive the making of the permitted assignments or transfers hereunder.

26.2 Borrower: The Borrower may not assign or transfer all or any part of its rights or obligations under this Agreement and the Security Documents.

OCBC Legal / Jun 2009 43

26.3 Bank:

(a) The Bank may assign all or any part of its rights and/or transfer all or part of its obligations under this Agreement and the Security Documents.

(b) Any such assignee or transferee shall be and be treated as the Bank for all purposes of this Agreement and the Security Documents and shall be entitled to the full benefit of this Agreement and the Security Documents to the same extent as if it were an original party in respect of the rights or obligations assigned or transferred to it.

26.4 Transfer of Obligations: Where the Bank transfers its obligations or any part thereof under Clause 26.3, the Borrower shall execute such documents as are necessary to release the Bank to the extent of the transfer and join the transferee as a party to this Agreement and the Security Documents, and any document related hereto or in connection with this Agreement and/or the Security Documents, as the case may be.

26.5 Disclosure of Information: The Borrower hereby expressly and irrevocably permits and authorises the Bank and the Bank's officers to disclose, reveal and divulge at any time in such manner and under such circumstances as the Bank deems necessary or expedient in its sole discretion without prior reference to the Borrower, any and all information and particulars relating to and in connection with the Borrower, any and all of the Borrower's accounts with the Bank (whether held alone or jointly), the Borrower's credit standing and financial position, any transactions or dealings between the Borrower and the Bank, any facilities granted to the Borrower, this Agreement and/or the Security Documents, *[the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] to any person at any time and from time to time, including but not limited to:-

(a) any person who may enter into a contractual relationship with the Bank;

(b) any of the Bank's subsidiaries, branches, agents, correspondents, agencies or representative offices;

(d) any of the Bank's potential assignee or transferee;

*[(e) the Guarantor, the Shareholder and/or each Subordinated Lender;]

(f) any person who is jointly or jointly and severally liable to the Bank with the Borrower and/or *[the Guarantor and/or the Shareholder and/or each Subordinated Lender;]

(g) the police or any public officer conducting an investigation in connection with any offence including suspected drug trafficking offences;

(h) the Bank's stationery printers the vendors of the computer systems used by the Bank and to such person(s) installing and maintaining the same and other suppliers of goods or service providers engaged by the Bank;

(i) the insurer(s) or valuer(s) or the proposed insurer(s) or valuer(s) of the properties and assets of the Borrower, *[the Guarantor, the Shareholder and/or each Subordinated Lender] and all other persons or parties in respect of any contracts of insurance, assignments or valuations thereof concerning the said properties or assets;

(j) any receiver appointed by the Bank;

(k) any person to whom disclosure is permitted or required by any statutory provision by law;

(l) any credit bureau of which the Bank is a member, any other member(s) and/or compliance committee of such credit bureau; and/or

OCBC Legal / Jun 2009 44

(m) any governmental agencies and authorities in Singapore and elsewhere.

27. COVENANT FOR FURTHER ASSURANCE

The Borrower shall entirely at its own expense, immediately on written demand by the Bank, make, execute, do and perform, or cause to be made, executed, done and performed all such further acts, agreements, assignments, assurances, deeds, documents, mortgages and instruments of whatsoever nature as the Bank shall require to perfect the security afforded or created or intended to be afforded or created by this Agreement.

28. SECURITY RATIO

28.1 Security Ratio: The total outstandings under the Facility or the aggregate of all amounts drawn under the Facility shall not exceed the Security Ratio at all times. In the event that such total outstandings or aggregate drawn thereunder exceed the Security Ratio, the Bank may upon written notice to the Borrower:-

(a) Cancellation of Facility: cancel the Facility or not permit any further drawings from the Facility as the Bank thinks fit; and/or

(b) Prepayment: require the Borrower to prepay within the time required by the Bank, all moneys and liabilities or any part thereof, under the Facility (including broken funding costs as provided in Clause 19.3); and/or

(c) Additional Security: require the Borrower to furnish within the time required by the Bank, such additional security as may be stipulated by the Bank such that the aggregate of all amounts drawn under the Facility shall not exceed the Security Ratio; and/or

(d) Reduction of Facility: require the Borrower to prepay the total outstandings (including broken funding costs as provided in Clause 19.3) such that the aggregate of all amounts drawn under the Facility shall not exceed the Security Ratio.

28.2 Valuation: The Bank reserves the right from time to time to call for a formal market valuation of the Project and/or such other securities held by the Bank by independent professional valuers appointed by the Bank. All expenses, fees and charges incurred in relation to such valuation shall be borne by the Borrower.

29. SERVICE OF PROCESS

The Borrower hereby agrees that personal service of any writ of summons or other originating process or a sealed copy thereof pleadings or other documents may be effected on the Borrower by leaving the same at the place of its business or abode or address in Singapore last known to the Bank (and in this connection, the Bank shall be entitled to rely on the records kept by it or that of any registry or government or statutory authority) and if the Borrower’s last known address shall be a postal box number or other hold mail address then personal service may be effected by posting the same to such address and the Borrower irrevocably confirms that service of such writs of summon originating process pleadings or documents in the manner aforesaid shall be deemed good and sufficient personal service on the Borrower.

30. SEVERABILITY

If any one or more of the provisions contained in this Agreement and/or the Security Documents, 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.

OCBC Legal / Jun 2009 45

31. FORCE MAJEURE

Notwithstanding anything herein contained, if there shall have been, since the date of this Agreement, any change in the financial, economic or political conditions in Singapore or in any other country or countries the happening of which directly or indirectly has an adverse effects on the financial, economic or political conditions in Singapore as would in the reasonable opinion of the Bank render it inadvisable or impracticable for the Bank to allow all or part of the Available Facility to remain outstanding under this Agreement the Bank may at any time by notice in writing to the Borrower terminate this Agreement and the Borrower shall forthwith repay the Total Indebtedness to the Bank.

32. FACILITY AGREEMENT TO PREVAIL

32.1 The Borrower shall perform and observe and be bound by the terms, covenants and conditions contained in:-

(a) the Facility Letter (which shall be deemed to have incorporated the Bank’s Standard Terms and Conditions set out in Schedule 4); and

(b) the Security Documents.

32.2 In the event of any inconsistency between the terms and conditions in this Agreement and those contained in the Security Documents, the terms and conditions of this Agreement shall prevail and have full force and effect.

32.3 In the event of any inconsistency between the terms and conditions of this Agreement and those contained in the Facility Letter (which shall be deemed to have incorporated the Bank’s Standard Terms and Conditions), the terms and conditions of *[this Agreement / the Facility Letter] shall prevail and have full force and effect.

32.4 Save as expressly herein provided, nothing in this Agreement shall affect the validity and enforceability of the rights powers and remedies of the Bank under the Facility Letter or the Security Documents, as security for the Indebtedness now or hereafter owing or remaining unpaid to the Bank and the covenants provisions and powers contained in or subsisting under the Security Documents, shall continue to apply thereto so long as the Indebtedness is outstanding notwithstanding that all moneys owing under the Facility Letter, this Agreement and the Security Documents.

33. PAYABLE ON DEMAND

Notwithstanding anything contained in this Agreement and the Security Documents, all amounts drawn and outstanding and all the Borrower’s liabilities (whether present or future, actual or contingent, primary or collateral, several or joint and whether as principal or surety) to the Bank and due or owing or remaining unpaid to the Bank under the Facility and all interest and other sums payable in respect of the Facility shall be repayable on demand.

34. MORATORIUM

This Agreement and the Borrower's obligations and the rights of the Bank hereunder shall not be prejudiced diminished or affected or discharged or impaired nor shall the Borrower be released or exonerated by any moratorium or other period staying or suspending by any laws or statue rules regulations or proclamations or edicts decree or orders in Singapore or any other country or countries or the order of any court or other authority in or of Singapore or elsewhere, all or any of the rights or remedies of the Bank.

OCBC Legal / Jun 2009 46

35. THIRD PARTY RIGHTS

The Contracts (Rights of Third Parties) Act (Cap. 53B) shall not under any circumstances apply to this Agreement or the Security Documents and any person who is not a party to this Agreement and/or the Security Documents (whether or not such person shall be named, referred to, or otherwise identified, or form part of a class of persons so named, referred to or identified, in this Agreement and/or the Security Documents shall have no right whatsoever under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce this Agreement or the Security Documents, or any of their terms.

36. JOINT AND SEVERAL OBLIGATIONS

Where two or more persons are included in the "Borrower", *[the "Guarantor" or the "Shareholder", "Director", "Subordinated Lender":-]

36.1 all representations, warranties, covenants, agreements, terms, conditions, provisions, restrictions and obligations herein shall be deemed to be given and made by and binding on and applicable to them jointly and each of them severally and shall also be binding on and applicable to their respective personal representatives or successors and permitted assigns jointly and severally;

36.2 any notice or instruction given to the Bank by any one of the Borrower, *[the Guarantor, the Shareholder, the Director, the Subordinated Lender (where applicable)] shall be binding on the other Borrower(s), *[the Guarantor(s) or Shareholder, the Director, the Subordinated Lender (where applicable)] and any notice or demand given by the Bank to any one of the Borrower, *[the Guarantor(s) the Shareholders, the Director and/or the Subordinated Lender] shall be deemed to be served on all the Borrower(s), *[the Guarantor(s) or the Shareholder, the Director, the Subordinated Lender (where applicable).]

37. GOVERNING LAW AND SUBMISSION TO JURISDICTION

This Agreement shall be governed by and construed in all aspects in accordance with the laws of the Republic of Singapore Provided Always that the Borrower hereby agrees that the Bank shall be at liberty to take any proceedings in any courts whether in the Republic of Singapore or elsewhere to protect and enforce the provisions of this Agreement and/or the Security Documents, or otherwise to recover payment of any sum or sums due hereunder and/or under the Security Documents, and the Borrower further hereby irrevocably submits to the jurisdiction of any of the said courts that the Bank shall take proceedings in.

OCBC Legal / Jun 2009 47

SCHEDULE 1

CONSTRUCTION COSTS

1. The payment of architect's fees, engineer's fees, project quantity surveyor's fees and consultant's fees for the Project;

2. The cost of carrying out:-

(a) foundation works;

(b) soil investigation;

(d) providing site supervision;

3. The payment of monies for the monthly supply of electricity and water to the Public Utilities Board in respect of the Project;

4. The payment of the cost of construction of the Project; and

5. Any other payments as may be permitted by any competent authority provided under any law or regulation relating to the development of residential properties as may be approved by the Bank.

OCBC Legal / Jun 2009 48

SCHEDULE 2

DESCRIPTION OF PROPERTY

OCBC Legal / Jun 2009 49

SCHEDULE 3

NOTICE OF DRAWING

To: OVERSEA-CHINESE BANKING CORPORATION LIMITED No. 65 Chulia Street [# ] OCBC Centre Singapore 049513

Date:

Dear Sirs,

RE: FACILITY AGREEMENT DATED []

We refer to the Facility Agreement ("the Facility Agreement") dated [ ] and made between the Company and OVERSEA-CHINESE BANKING CORPORATION LIMITED. Terms defined in the Facility Agreement have the same meanings herein.

We hereby:-

1. give you notice that we wish to make a Drawing of S$[ ] under the *[Land Loan Facility/DCL Facility/Construction Loan Facility], on [ ].

2. *[The Drawing under the Construction Loan Facility is to be utilised towards payment of the Construction Costs pertaining to the development of the Property;]

*[The Drawing under the DCL Facility is to be utilised towards payment of the Development Charge/Differential Premium pertaining to the development of the Property;]

3. request you to remit the Drawing to (please specify name and address of payee in Singapore and bank account number);*

request you to issue a cashier's order payable (specify name of payee);*

*[4. elect our Opted Interest Period in respect of this Drawing for the period of [ ] month/months (please specify 1, 2, 3, 6, 9 or 12 months);*]

5. enclose the following documents as required:-

*[5.1 certified copies of Architect's certificate dated [ ] in respect of works done on the Project; and/or

5.2 (insert particulars of such other documentary evidence including evidence relating to total Construction Costs);]

*[5.1 certified copy of Development Charge/Differential Premium order; and

5.2 evidence that the difference between the DCL Facility and the Development Charge/Differential Premium has been paid;]

OCBC Legal / Jun 2009 50

6. *[confirm that the total Construction Costs do not exceed S$[ ];]

*[confirm that the Development Charge/Differential Premium does not exceed S$[]];

*[confirm that the total Construction Costs are S$[ ] and the cost overrun amounting to S$[] has been paid through the use of equity and/or Director’s/Shareholder's/loans which shall be subordinated to the Total Indebtedness;]

*[confirm that the Development Charge/Differential Premium is S$[] and the difference between the Development Charge/Differential Premium and the DCL Facility has been paid through the use of equity and/or Director’s/Shareholder's/loans which shall be subordinated to the Total Indebtedness;]

7. confirm that each of the conditions contained in Clause 3 of the Facility Agreement are satisfied as at the date hereof and we know of no reason why they should not be satisfied as at the date hereof referred to in 1 above; and

8. all warranties and representations in Clause 12 of the Facility Agreement are true in all respects if repeated today and that no Event of Default has occurred or will occur as a result of making the drawing or giving this notice and/or the lapse of time and/or upon your making any necessary certification and/or determination under Clause 18 of the Facility Agreement might constitute an Event of Default. We further represent warrant and undertake that no Event of Default and none of the events aforesaid will exist at the date of the intended drawdown.

By: ...... Authorised Signatory

*Delete where inapplicable

OCBC Legal / Jun 2009 51

SCHEDULE 4

BANK’S STANDARD TERMS AND CONDITIONS

OCBC Legal / Jun 2009 52

SCHEDULE 5

CONDITIONS PRECEDENT

1.1 Receipt of Documents: When the Bank has received in form and substance satisfactory to the Bank the following:-

(a) a copy of the Certificate of Incorporation and the Memorandum and Articles of Association of the Borrower certified as a true copy by its Director or Secretary;

(b) a copy, certified as a true copy by the Director and the Secretary of the Borrower, of resolutions of the board of directors of the Borrower authorising, in accordance with the Memorandum and Articles of Association of the Borrower:-

(i) the acceptance of the Facility upon the terms and conditions enumerated in this Agreement;

(ii) the opening of the Project Account and such other accounts in connection with the Facility;

(iii) the execution of this Agreement, the Security Documents and the Deed of Subordination and all other documents called for by this Agreement in accordance with the Memorandum and Articles of Association of the Borrower;

(iv) a person or persons to sign the Notices of Drawing and any other notices and any other documents to be executed under hand and to be given pursuant to or ancillary to this Agreement by or on behalf of the Borrower; and

(v) the affixing of the Common Seal of the Borrower to this Agreement, the Security Documents, the Deed of Subordination and any other documents to be executed under seal and to be given pursuant to or ancillary to this Agreement by or on behalf of the Borrower.

(c) copy, certified as a true copy by the Director and the Secretary of the Borrower, of resolutions of an extraordinary general meeting of the Borrower authorising, in accordance with the Memorandum and Articles of Association of the Borrower:-

(i) the acceptance of the Facility upon the terms and conditions enumerated in this Agreement; and

(ii) approval of the Mortgage and disposal of the Company’s interest in the Property pursuant to Section 160 of the Companies Act (Cap. 50), the terms of this Agreement and the Mortgage.

*[(d) copy of the Certificate of Incorporation and the Memorandum and Articles of Association of the Guarantor, certified as a true copy by its Director or Secretary;]

*[(e) a copy, certified as a true copy by the Director and the Secretary of the Guarantor, of resolutions of the Board of Directors authorising, in accordance with the Memorandum and Articles of Association of the Guarantor:-

(i) the execution of the Guarantee and the Deed of Subordination; and

(ii) the affixing of the Common Seal to the Guarantee and the Deed of Subordination.]

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*[(f) copy of the Certificate of Incorporation and the Memorandum and Articles of Association of the Shareholder, certified as a true copy by its Director or Secretary;]

*[(g) a copy, certified as a true copy of the Director and the Secretary of the Shareholder, of resolutions of the Board of Directors authorising, in accordance with the Memorandum and Articles of Association of the Shareholder:-

(i) the execution of the Deed of Subordination and the Shareholder and Director Undertaking; and

(ii) the affixing of the Common Seal to the Deed of Subordination and the Shareholder and Director Undertaking.]

*[(h) copy of the Certificate of Incorporation and the Memorandum and Articles of Association of [ ], certified as a true copy by its Director or Secretary;]

*[(i) a copy, certified as a true copy of the Director and the Secretary of [ ], of resolutions of the Board of Directors authorising, in accordance with the Memorandum and Articles of Association of [ ]:-

(i) the execution of the Deed of Subordination; and

(ii) the affixing of the Common Seal to the Deed of Subordination;]

(j) a set of specimen signatures of the persons referred to in Clause 1.1(b)(iv) duly authenticated by a Director and Secretary of the Borrower;

(k) replies to legal requisitions sent to the relevant authorities in respect of the Land *[the Property (where applicable)] (including the relevant searches) which are satisfactory to the Bank;

(l) winding up and cause book searches against the Borrower, *[the Guarantor, the Shareholder and each Subordinated Lender] which results are satisfactory to the Bank;

(m) bankruptcy searches against the *[Director, Shareholder, the Guarantor and each Subordinated Lender] which results are satisfactory to the Bank;

(n) the lodgement of a caveat against the Property in favour of the Bank;

(o) all title deeds pertaining to the Land *[and the Property] and the title being in order;

*[(p) the Assignment of Sale Proceeds duly executed by the Borrower together with the duly signed letter from the Director, authorising [] to file the relevant form in respect of the Assignment of Sale Proceeds with the Accounting and Corporate Regulatory Authority in Singapore;]

*[(q) the Assignment of Rental Proceeds duly executed by the Borrower together with the together with the duly signed letter from the Director, authorising [] to file the relevant form in respect of the Assignment of Rental Proceeds with the Accounting and Corporate Regulatory Authority in Singapore;]

*[(r) the Assignment of Building Contracts duly executed by the Borrower together with the duly signed letter from the Director, authorising [] to file the relevant form in respect of the Assignment of Building Contracts with the Accounting and Corporate Regulatory Authority in Singapore;]

*[(s) the Assignment of Performance Bonds duly executed by the Borrower together with the duly signed letter from the Director, authorising [] to file the relevant form in respect of the Assignment of Performance Bonds with the Accounting and Corporate Regulatory Authority in Singapore;]

OCBC Legal / Jun 2009 54

*[(t) the Assignment of Insurances duly executed by the Borrower together with the duly signed letter from the Director, authorising [] to file the relevant form in respect of the Assignment of Insurances with the Accounting and Corporate Regulatory Authority in Singapore;]

(u) the Mortgage duly executed by the Borrower together with the duly signed letter from the Director, authorising [] to file the relevant form in respect of the Mortgage with the Accounting and Corporate Regulatory Authority in Singapore;

*[(v) the Guarantee duly executed by the Guarantor;]

*[(w) the Deed of Subordination duly executed by the Borrower and each Subordinated Lender together with the duly signed letters from the Director and a director of each of the Subordinated Lender, authorising [] to file the relevant form in respect of the Deed of Subordination with the Accounting and Corporate Regulatory Authority in Singapore;]

*[(x) the Shareholder and the Director Undertaking duly executed by the Shareholder and the Director in favour of the Bank;]

(y) evidence that the Borrower has paid the difference between the purchase price of the Land and the Land Loan Facility;

(z) the Qualifying Certificate;

(aa) evidence that the Borrower obtained the Development Charge/Differential Premium order;

*[(ab) evidence that the Borrower has paid the difference between the Development Charge/Differential Premium and the DCL Facility;]

(ac) such other deeds and documents required in connection herewith and the creation of the charges constituted by the said deeds and documents;

(ad) evidence that the Borrower has obtained the outline planning permission for the Project;

(ae) the receipt by the Bank of valuation reports addressed to the Bank from independent professional valuers acceptable to the Bank *[and dated not more than [] days before [date]] stating that *[the fair market value of the Land and the Project (on a completed basis) is not less than S$[ ] and S$[] respectively / the value of the Land and the gross development value of the Property are not less than S$[] and S$[] respectively];

*[(af) the receipt of the front end fee amounting to S$[ ] payable under the Facility Letter;]

(ag) evidence that vacant possession of the Land/Property has been delivered to the Borrower prior to disbursement of any part of [the DCL Facility], [the Construction Loan Facility] and [the Guarantee Facility]; and

(ah) any other document which the Bank may request.

1.2 Additional Conditions Precedent: Upon the following conditions being satisfied:-

(a) that the Borrower has opened such accounts required by the Bank in connection with the Facility;

(b) that all acts, conditions and things required to be done and performed and to have happened precedent to the execution and delivery of this Agreement, the Security Documents, [the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking] and to constitute the same legal, valid and binding obligations OCBC Legal / Jun 2009 55

enforceable in accordance with its terms, shall have been done and performed and have happened in due and strict compliance with all applicable laws;

(d) that there is no change in the financial condition, operating environment, management of the Borrower, [the Guarantor, the Shareholder or any of the Subordinated Lenders] or any change in the Property or other conditions which in the opinion of the Bank will affect the ability of the Borrower, [the Guarantor, the Shareholder, the Director or any of the Subordinated Lenders] to perform its or his respective obligations under this Agreement, the Security Documents, [the Guarantee, the Deed of Subordination and the Shareholder and Director Undertaking;]

(e) that there is no change in national or international monetary, financial, political, economic or stock market conditions or currency exchange or interest rates or exchange controls as would in the opinion of the Bank affect the ability of the Borrower to perform its obligations under this Agreement, the Security Documents [and the Deed of Subordination];

(f) that no Event of Default or Potential Event of Default has occurred or is continuing; and

(g) that the representations and warranties made by the Borrower in this Agreement and in any document or certificate furnished pursuant hereto are correct and accurate and have been complied with and would be correct in all respects if repeated on the proposed date of that Drawing.

1.3 Additional Conditions Precedent Relating to the Construction Loan Facility: In respect of the Construction Loan Facility, the following additional conditions precedent will have to be satisfied:-

(a) the Project Account has been opened by the Borrower with the Bank;

(b) the Contractor shall have been appointed; and

(i) a copy of the executed and dated Building Contract showing that the total Construction Costs (including professional fees and goods and services tax) is not more than S$[ ] for completion of the Project together with the fee details of the total Construction Costs;

(ii) the Contractor's All Risk Policy referred to in Clause 13.27 together with the Bank's interest endorsed thereon as mortgagee;

(iii) all consents and approvals required for the development of the Project including the in principle planning approval and the survey plans, whatsoever in respect of the Project issued by the relevant competent authority and the relevant permit to commence work, have been obtained, are fully complied with and are in full force and effect;

(iv) a certified true copy of the Developer's Licence issued to the Borrower by the competent authority in respect of the Project with conditions attached thereto which are satisfactory to the Bank and have been fully complied with;

(v) the Grant of Written Permission and the Building Plan Approval in respect of the Project issued by the relevant competent authorities;

(vi) the confirmation from an independent Architect/Quantity Surveyor acceptable to the Bank that the *[total Construction Costs (including professional fees

OCBC Legal / Jun 2009 56

and good and services tax) is not more than S$[] for completion of the Project together with the fee details of the total Construction Costs] / [Construction Costs for the Project is in line with prevailing market pricing for such projects in the event that the Building Contract for the Project is awarded to a corporation which is related to the Borrower]; and

(vii) written confirmation from the Architect that the gross floor area and a saleable area of the Project is not less than [] square feet and [] square feet respectively.

OCBC Legal / Jun 2009 57

IN WITNESS WHEREOF the Borrower and the Bank have hereunto set their respective hands.

The Borrower

Signed by ) for and on behalf of ) ) in the presence of:- )

The Bank

OVERSEA-CHINESE BANKING CORPORATION LIMITED Address: No 65 Chulia Street [# ] OCBC Centre Singapore 049513 Attention: Telephone No: Fax No:

Signed by the Attorney ) of OVERSEA-CHINESE BANKING ) CORPORATION LIMITED acting ) under a Power of Attorney dated ) the day of ) (a copy of which was deposited in ) the Registry, Supreme Court, ) Singapore, on the day ) of and ) registered as No. ) ) in the presence of:- )

OCBC Legal / Jun 2009 DATED THE DAY OF 20 ------

Between

(the "Borrower")

And

OVERSEA-CHINESE BANKING CORPORATION LIMITED (the "Bank")

A G R E E M E N T

DATED THE DAY OF 20 ------

Between

(the "Borrower")

And

OVERSEA-CHINESE BANKING CORPORATION LIMITED (the "Bank")

A G R E E M E N T

CONTENTS

Clause Heading Page

1. INTERPRETATION...... 1 2. AMOUNT, PURPOSE AND USE OF THE FACILITY...... 10 3. CONDITIONS PRECEDENT TO DISBURSEMENT OF THE FACILITY...... 11 4. DRAWINGS...... 11 5. INTEREST ON THE LAND LOAN, THE DCL AND CONSTRUCTION LOAN...... 15 6. GUARANTEE FACILITY AND COUNTER-INDEMNITY...... 18 7.1 TENOR AND REPAYMENT OF LOANS...... 22 7.2 PAYMENTS...... 22 8. TAXES...... 23 9. SET-OFF AND SEPARATE ACCOUNTS...... 24 10. PREPAYMENT OF LAND LOAN/DCL/CONSTRUCTION LOAN...... 25 11. CHANGE IN CIRCUMSTANCES...... 27 12. REPRESENTATIONS AND WARRANTIES...... 27 13. AFFIRMATIVE UNDERTAKINGS...... 31 14. COVENANTS RELATING TO THE PROJECT...... 36 15. SALE/LEASE OF THE UNITS...... 37 16. NEGATIVE UNDERTAKINGS...... 39 17. DEFAULT IN PAYMENT OF EXPENSES...... 40 18. EVENTS OF DEFAULT...... 40 19. INDEMNITIES...... 45 20. SPECIAL ACCOUNTANT...... 46 21. REMEDIES, WAIVERS NOT TO PREJUDICE RIGHT OF THE BANK....47 22. INDULGENCE OF THE BANK NOT TO DISCHARGE THE BORROWER...... 47 23. OTHER FACILITY...... 47 24. EXPENSES...... 48 25. NOTICES...... 48 26. SUCCESSORS AND ASSIGNS...... 48 27. COVENANT FOR FURTHER ASSURANCE...... 50 28. SECURITY RATIO...... 50 29. SERVICE OF PROCESS...... 50 30. SEVERABILITY...... 51 31. FORCE MAJEURE...... 51 32. FACILITY AGREEMENT TO PREVAIL...... 51 33. PAYABLE ON DEMAND...... 52 34. MORATORIUM...... 52 35. THIRD PARTY RIGHTS...... 52 36. JOINT AND SEVERAL OBLIGATIONS...... 52 37. GOVERNING LAW AND SUBMISSION TO JURISDICTION...... 53

SCHEDULE 1 — CONSTRUCTION COSTS...... 54 SCHEDULE 2 — DESCRIPTION OF PROPERTY...... 55 SCHEDULE 3 — NOTICE OF DRAWING...... 56 SCHEDULE 4 — BANK'S STANDARD TERMS AND CONDITIONS...... 58 SCHEDULE 5 — CONDITIONS PRECEDENT...... 59