sssss - ambank · title: sssss author: shahiranmy created date: 6/27/2016 5:33:01 pm

DATED THIS

BETWEEN

AMBANK ISLAMIC BERHAD (COMPANY NO. 295576-U)

(FORMERLY KNOWN AS AMISLAMIC BANK BERHAD)

AND

[NAME OF CUSTOMER]

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MASTER FACILITY AGREEMENT

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Prepared by:

CB(MTQ/MFA/042016(1))AmI (Murabahah Tawarruq)

1 CB(MTQ/MFA/R-V1/042016(1))AmI

MASTER FACILITY AGREEMENT THIS AGREEMENT is made on the day and year stated in Section 1 of Schedule 1 hereto. BETWEEN:- AmBank Islamic Berhad (Company No. 295576-U) (formerly known as AmIslamic Bank Berhad), a company incorporated in Malaysia and an Islamic Bank governed under the Islamic Financial Services Act 2013, having its registered office at 22nd Floor, Bangunan AmBank Group, No. 55, Jalan Raja Chulan, 50200 Kuala Lumpur and includes its successors in title and assigns having a place of business as stated in Section 2 of Schedule 1 hereto (hereinafter called “the Bank”) of the one part; AND The party whose name and description are stated in Section 3 of Schedule 1 hereto the Letter of Offer and includes its heir and successors in title (hereinafter referred to as “the Customer”) of the other part.

RECITALS

WHEREAS:-

I. At the request of the Customer, the Bank has agreed to make available the Facility (as defined herein) up to the amount as set out in the Letter of Offer and subject to the terms and conditions of this Agreement.

II. The Parties hereby confirm, acknowledge and agree that the transactions envisaged herein conform to Shariah.

NOW IT IS HEREBY AGREED as follows: -

ARTICLE I

DEFINITION & INTERPRETATION SECTION 1.01 DEFINITIONS In this Agreement unless the context otherwise requires or unless it is otherwise expressly provided the following expressions shall have the meaning respectively assigned to them in this Agreement:-

“Acts” means the National Land Code (Act 56 of 1965) of

Peninsular Malaysia, Sarawak Land Code (Cap.81) and Sabah Land Ordinance (Cap. 68), the Land (Subsidiary Title) Enactment 1972, the Strata Titles Act 1985 and the Strata Titles Ordinance 1995 and includes any statutory amendment or re-enactment thereof.

“Address for Service” (i) The Bank

The Address as stated in Section 2 of Schedule 1 hereto.


(ii) The Customer

The Address as stated in Section 3 of Schedule 1 hereto.

“AmBank Group” shall mean all the related corporations and associate

corporations of: (i) the Bank; (ii) its holding company; and (iii) it ultimate holding company, incorporated inside or outside Malaysia, whether existing now or in the future.

“Availability Period” means the period the Facility will be available for disbursement as set out in the Letter of Offer, subject to the fulfilment of Conditions Precedent.

“BNM” means Bank Negara Malaysia, a body corporate governed under the Central Bank of Malaysia Act 2009 and includes any of its subsidiaries and bureaus established by it.

“Bank’s Purchase Price(s)”

means the purchase price payable by the Bank for the purchase of the commodity which in aggregate shall not exceed the limit of the Facility as approved by the Bank in the Letter of Offer as set out in Section 7 of Schedule 1 hereto.

“Bank’s Selling Price(s)” means the amount as set out in the Letter of Offer which comprises of the Bank’s Purchase Price(s) and the Profit Portion payable by the Customer to the Bank through Monthly Instalments as stated in Section 6 of Schedule 1 hereto.

“Base Rate” means the reference rate prescribed by the Bank from time to time for the pricing of floating rate financing facilities, and is computed in accordance with Bank Negara Malaysia requirements as may be imposed from time to time or any other authorities having jurisdiction over the Bank in Malaysia.

“Business Day” means a day (excluding Saturdays, Sundays and Public Holidays) on which the Bank is open for business.

“Commodity” means any Shariah compliant commodities other than ribawi items in the category of medium of exchange such as currencies, gold, silver and debt instruments which is endorsed by the Shariah Committee of the Bank, acceptable to the Bank and traded on trading platform approved by the Bank.


“Commodity Supplier”

means the commodity supplier as advised by the Bank.

“Conditions Precedent”

means the conditions precedent as set out in Schedule 2 of this Agreement.

“Customer’s Selling Price(s)”

means an amount equivalent to Bank’s Purchase Price(s).

“Ceiling Profit Rate”

means the contracted profit rate applicable to the Facility as set out in the Letter of Offer.

“Developer / Vendor” means the party(ies) where the Customer has entered into a Principal Sale and Purchase Agreement and includes his/her/their/its successors in title and permitted assigns, heirs and personal representatives as the case may be.

“Differential Sum” means the difference between the Sale and Purchase Price of the Property and Customer’s Selling Price(s) which is equivalent to the amount financed by the Bank.

“Effective Profit Rate”

means the effective profit rate applicable to the Facility as set out in the Letter of Offer and as may be revised by the Bank from time to time.

“Events of Default”

means committal (whether by acts of commission or omission) by the Customer of any breach of the terms of this Agreement including the happening of any of the events specified in Section 12.01 hereof.

“Facility” means the financing facility as more particularly described in the Letter of Offer granted by the Bank to the Customer, subject to the terms of this Agreement.

“Grace Period Profit” means the period of time for payment of the profit as stated in the Letter of Offer which commences upon first disbursement of the Facility.

“GST” means any tax payable on the supply of goods, services or other things in accordance with the provisions of the GST Law.

“GST Law” means the Goods and Services Tax Act 2014, subsidiary legislations, statutory orders and regulations governing the application of GST, as amended from time to time.

“IFSA” means the Islamic Financial Services Act 2013 and includes any modification or re-enactment thereof as may be made from time to time.


“Indebtedness”

means the Bank’s Selling Price(s) that remains outstanding or any part thereof howsoever due and payable to the Bank under the terms of this Agreement which include all other indebtedness and obligation (whether present or future, actual or contingent, secured or unsecured, as principal or surety or otherwise, solely or jointly held with any other person) for the payment of monies financing obtained or money advanced.

“Land” means (if applicable, in the case where the individual title to the Property has not been issued), all that parcel(s) / piece(s) of land(s) on which the building is erected thereon, the particulars of which are set out in the Letter of Offer.

“Legal Process” means pleadings, all forms of originating processes, interlocutory applications of whatever nature, affidavits, orders and such documents other than the aforesaid which are required to be served under the Rules of Court, 2012.

“Letter of Offer”

means the Letter of Offer made on the day and year stated in Section 8 of Schedule 1 hereto issued by the Bank and accepted by the Customer and includes any other correspondence or documents which may thereafter be issued by the Bank for the variation of or addition to any terms and conditions applicable to the Facility.

“Lock-in Period”

means (if applicable) the period during which the Customer shall maintain the Facility with the Bank, or otherwise the Customer may be subject to Early Settlement Charges as calculated according to the formula set out in the Letter of Offer.

“Monthly Instalment(s)”

means the monthly amount payable by the Customer to the Bank that shall be as set out in the Letter of Offer and as may be revised by the Bank from time to time in accordance with the terms of this Agreement.

“Mortgage Reducing Term Takaful” means the mortgage reducing term takaful plan taken up or to be taken up by the Customer in respect of the Property on behalf of the Bank from a Takaful Operator acceptable by the Bank.

“Murabahah” means sale contract with a disclosure of the cost price and profit margin to the Customer.

“Murabahah Sale Contract” means the Murabahah sale contract to be entered between the Customer (represented by the Bank) and the Bank in relation to the Tawarruq Arrangement.


“Payment Period”

means the payment period of the Facility as set out in the Letter of Offer.

“Principal Sale and Purchase Agreement"

(in the case where the individual title to the Property has not been issued) means the sale and purchase agreement made between the Customer and the Developer / Vendor for the sale and purchase of the Property upon the terms and conditions therein contained.

“Profit Portion”

means the profit margin based on the Ceiling Profit Rate (“CPR”) as set out in the Letter of Offer.

“Property” means the Property as described in Section 4 of Schedule 1 hereto which constitute the purpose of the Facility as set out in the Letter of Offer comprising the Land, the building and/or any building and fixture now or hereafter or from time to time erected thereon or affixed therein or any part or portion thereof and shall include all additions, replacement and renewal thereof whether made before or after the date of this Agreement and includes any part thereof.

“Purchase Request”

means a purchase request and undertaking to purchase ,issued by the Customer to the Bank to utilise the Facility substantially in the form as set out in Schedule 3A of this Agreement.

“Ringgit Malaysia” and the abbreviation “RM”

means the lawful currency of Malaysia.

“ Sale and Purchase Agreement” means the agreement made on the day and year stated in Section 5 of Schedule 1 hereto entered into between the Developer / Vendor whose name(s) and particulars are set out in the sale and purchase agreement of the first part and where applicable, the proprietor whose name and particulars are set out in the sale and purchase agreement (hereinafter referred to as “the Proprietor”) of the second part upon the terms and conditions contained therein.

“Sale and Purchase Price”

means the total purchase price of the Property under the Sale and Purchase Agreement or the Principal Sale and Purchase Agreement, as the case may be.

“Secured Amounts”

means the aggregate of the payments due and payable by the Customer to the Bank pursuant to the Transaction Documents and any of the followings: (i) the payments due and payable by the

Customer to the Bank upon any occurrence of Event of Default; or


(ii) the payments due and payable by the Customer to the Bank upon early settlement of the Facility or expiry of the Payment Period, as the case may be;

and all or any money(s), obligations and liabilities whatsoever whether for principal, profit, commission, expenses, late payment charges or otherwise which may now or at any time in the future be due, owing or incurred by the Customer to the Bank whether present or future, actual or contingent and whether alone, severally or jointly as principal guarantor, surety or otherwise and in whatever name or form and whether on any current or other account or in any other manner whatsoever and including but without limitation to all monies due in respect of the Transaction Document.

“Security Documents”

means the security documents in favour of the Bank in relation to the Facility as set out and required in the Letter of Offer, including but not limited to the following: (i) Charge; (ii) Deed of Assignment; and (iii) Power of Attorney.

“Security Interests”

means and includes, without limitation, any mortgage, charge, lien, pledge, right of set off or any security interests of any nature in any property whether movable or immovable of any kind whatsoever and howsoever created or arising and the expression “assets” includes but is not limited to any revenues and property movable and immovable of any kind.

“Security Party(ies)”

means the Customer, the chargor, the assignor, the guarantor (as the case may be) and any other parties referred to in Section 9 of Schedule 1 hereto to provide security to the Bank for the Customer’s obligation under the Facility and execute the Security Documents and references to “Security Party(ies)” includes reference to each or any one thereof.

“Shariah” means the Shariah rulings, principles, parameters and decisions of Islamic law as interpreted, ascertained, determined or pronounced by the SAC and/or the Bank’s Shariah Committee respectively. Accordingly, for the purpose of this Agreement, “subject to Shariah”, “in accordance with Shariah” and “Shariah compliant” shall mean subject to, in accordance with and compliant to such rulings and decisions.

“Shariah Advisory Council” and the abbreviation SAC

means the body established under section 51 of the Central Bank of Malaysia Act 2009.


“Shariah Committee” means the committee established by the Bank pursuant

to Section 30 of the IFSA for the purposes of advising the Bank on all Shariah related matters pertaining to Islamic banking.

“Settlement Amount” means the aggregate of the payments due and payable by the Customer to the Bank pursuant to this Agreement, in accordance with the calculation method as determined by the Bank at its sole discretion.

“Takaful Operators” means any takaful company or takaful provider duly approved by the Bank.

“Tawarruq Arrangement” means an arrangement that involves two sale and purchase contracts. The first involves the sale of the Commodity by the Bank to the Customer on deferred at cost plus profit basis whereby the difference between Bank’s Purchase Price(s) and the Bank’s Selling Price(s) are disclosed to the Customer. Subsequently, the Customer will sell the same Commodity to a third party on cash and spot basis.

“this Agreement” means this Master Facility Agreement and shall include any amendments, variations and/or supplemental made or entered into from time to time.

“Transaction Documents” means collectively the following documents: (i) Letter of Offer; (ii) this Agreement; (iii) documents evidencing the Tawarruq

Arrangement including but not limited to the Purchase Request, Murabahah Sale Contract, Appointment of AmBank Islamic Berhad as Purchasing and Sale Agent;

(iv) the Security Documents.

“Wakalah”

means a contract in which a party (muwakkil) authorizes another party as his agent (wakil) to perform a particular task, in matters that may be delegated, whether voluntarily or with imposition of a fee.

SECTION 1.02 INTERPRETATION (a) Unless the context otherwise requires any reference in this Agreement relating to:-

(i) an “agreement” or “document” also includes a concession, contract, deed, franchise, licence, treaty, forms or undertaking (in each case, whether oral or written) and includes a reference to any documents which amends, waives, is supplemental to or novates the terms thereof;


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

(iii) a “consent” also includes an approval, authorisations, exemption, filing, licence, order,

permission, permit, recording or registration (and reference to obtaining consent shall be construed accordingly);

(iv) “day” or “year” shall be construed by reference to the Gregorian calendar; (v) a “directive” includes any present or future directive, policy, regulation, request,

requirement or voluntary credit restraint programme (in each case, whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the general practice of persons to whom the directive is addressed);

(vi) “disposal” includes any sale, assignment, exchange, transfer, concession, financing, 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 with such necessary changes having been made;

(vii) the “dissolution” of a person includes the bankruptcy or liquidation of that person, and

any equivalent or analogous procedure under the law of any jurisdiction in which that person is domiciled or resident or carries on business or has assets;

(viii) “encumbrances” shall include any lease, mortgage, charge (whether fixed or floating),

pledge, lien hypothecation, assignment, security interest, title retention or other encumbrances of any kind securing or any right conferring priority and payment in respect of any obligation of any person but does not include liens arising in the ordinary course of business by operation of law and not by way of contract;

(ix) a “guarantee” also includes any other obligation (whatever called) of any person to pay,

purchase, provide funds (whether by way of 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;

(x) “indebtedness” includes any obligation (whether present or future, actual or contingent,

secured or unsecured, as principal or surety or otherwise) for the payment or payment of money including but not limited to principal, profit, commission, fee, late payment charges and other charges whether by this Agreement or any future facility granted by the Bank from time to time or at any time;

(xi) “law” includes common law or custom and any constitution, decree, judgment,

legislation, order, ordinance, regulation, statute, treaty or other legislative measure in any jurisdiction or any present or future directive, regulation, request or requirement (in each case, whether or not having the force of law but, if not having the force of law, the compliance with which is in accordance with the general practice of persons to whom the directive, regulation, request or requirement is addressed);

(xii) “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;

(xiii) any “obligation” of any party under this Agreement, or the other Transaction

Documents shall be construed as a reference to an obligation expressed to be assumed by or imposed on it under this Agreement or, as the case may be, such Transaction Documents (and “due”, “owing”, “payable”, “receivable” shall be similarly construed);

(xiv) a “person” includes any individual, company, corporation, firm, partnership, joint

venture, association, organisation, trust, state or agency of a state (in each case, whether or not having separate legal personality) or any country or state or any political sub-division, possession or territory thereof or therein or the government or any bureau, minister, instrument, agency, instrumentality, court, regulatory body, authority, legislative body or department thereof (including, without limitation, the central bank or any taxing, fiscal or other monetary authority thereof) and reference to a person or party includes that person’s or party’s successors and, in the case of any person other than the Customer, its permitted assigns;

(xv) “security” includes any mortgage, pledge, lien, assignment, hypothecation, security

interests, trust arrangement or other charge or encumbrance and any deferred purchase, title retention, leasing, sale-and-repurchase, transfer or other similar arrangements which have the effect of conferring security;

(xvi) “subsidiary” has the meaning ascribed to it in Section 5 of the Companies Act, 1965;

(xvii) “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 and includes, but is not limited to, any fine, penalty, charge, fee or other amount imposed on or in respect of any of the above; and

(xviii) in relation to any “consent” to be obtained pursuant to this Agreement and/or

Transaction Documents by the Customer from any party, such consent shall be dealt with promptly and shall not be unreasonably withheld by such party.

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

vice versa. (c) Words and expressions denoting the singular number only shall include the plural and vice

versa. (d) References to clauses and Schedules shall unless otherwise expressly provided be references to

the clauses of and Schedules to this Agreement. (e) Headings and sub-headings to Clauses and Schedules in this Agreement are for ease of reference

only and shall be ignored in construing the provisions of this Agreement. (f) Where an act is required within a specified number of days after or from a specified date, the

period is inclusive of and begins to run from the date so specified. (g) Any reference to statutes and the rules made thereunder includes all amendments which may be

enacted from time to time.


(h) Where the Customer is a company, the provisions contained herein which are primarily and literally applicable to the case of natural persons shall be construed and take effect as if the Customer were a natural person, and shall bind all of its permitted assigns and successors-in-title. Accordingly, any references herein relating to bankruptcy shall thereafter be reference relating to the winding-up, liquidation, amalgamation or reconstruction, as the case may be, of the Customer.

(i) The term “Party” refers to either one of the party to this Agreement and the term “Parties” shall

refer collectively to both parties to this Agreement. (j) The words “herein” and “hereunder” and words of similar import, when used in this Agreement,

shall where the context requires or allows, refer to this Agreement as a whole and not to any particular provision of this Agreement.

(k) No rule of construction shall apply to the disadvantage of a Party because that Party was

responsible for the preparation of this Agreement or any part of this Agreement. (l) Monetary references and currency, wherever mentioned in this Agreement are to Ringgit

Malaysia (RM). (m) Unless otherwise specified, any term which had been defined in any of the Section in this

Agreement shall have the same meaning when used elsewhere in this Agreement. (n) Any liberty or power which may be exercised or any determination which may be made

hereunder by the Bank may be exercised or made at the Bank’s absolute or unfettered discretion and the Bank shall not be under any obligation to give any reason thereof to the Customer.

(o) Words applicable to natural persons include any body, person, company, corporation, firm or

partnership, corporate or otherwise and vice versa. (p) All Schedule(s) herein shall form an integral part of this Agreement and shall be taken, read and

construed as an essential part hereof. (q) Where there are two (2) or more persons or parties included or comprised in the expression “the

Customer(s)”:

(i) and any one or more of such persons (“Original Signatories”) is not bound by the provisions of this Agreement (whether by reason of its or their lack of capacity or improper execution or for any other reason whatever), the remaining Original Signatory or Signatories shall continue to be bound by the provisions of this Agreement as if such other Original Signatory or Signatories had never been party hereto;

(ii) the Bank shall be at liberty to release or discharge any one or more of such persons from liability or to compound with, accept compositions from or make any other arrangements with any of such persons without in consequence releasing or discharging any other of such persons or otherwise prejudicing or affecting the Bank’s rights and remedies against any other of such persons;

(iii) otherwise all agreements, covenants, terms, stipulations and undertakings expressed to

be made by and on the part of the Customer shall be deemed to be made by or binding upon such persons or parties jointly and severally.


SECTION 1.03 LANGUAGE

This Agreement is available in English and Bahasa Malaysia versions. The parties agree that the version executed by the Customer shall prevail for the purpose of legal contract by the parties. However, all correspondence, notices or other documents required or permitted hereunder may be drawn up in English and drawings and diagrams shall unless otherwise expressly agreed by the parties in writing, be annotated in English.

ARTICLE II

THE FACILITY

SECTION 2.01 AVAILABILITY OF THE FACILITY (a) At the request of the Customer, the Bank agrees to make available to the Customer the Facility

pursuant to which the parties shall enter into the Tawarruq Arrangement, subject to Availability Period and in accordance with the terms of this Agreement.

(b) Upon expiry of the Availability Period, the Bank at its discretion may review the Facility and

extend the Availability Period or treat the Facility as cancelled unless an extension is granted by the Bank.

(c) If the Bank does not extend the Availability Period, the Bank may treat the Facility as cancelled

if the Tawarruq Arrangement has not been entered into. However if the Tawarruq Arrangement have been entered into, any undisbursed portion of the Customer’s Selling Price(s) after the Availability Period shall be treated as prepayment of the Bank’s Selling Price(s) and the Profit Portion for the undisbursed portion shall be waived as Ibra’ as stated in Section 8.02.

ARTICLE III

PURPOSE

SECTION 3.01 PURPOSE

(a) The Facility shall be used towards the Shariah compliant purposes as set out in the Letter of Offer and shall not be utilised by the Customer for any other purposes.

(b) Notwithstanding anything to the contrary, the Bank shall not be under any obligation whatsoever to ensure that the Facility is utilised towards the purposes as set out therein.

ARTICLE IV

PAYMENT / DISBURSEMENT OF THE CUSTOMER’S SELLING PRICE(S) AND PAYMENT / DISBURSEMENT MODE

SECTION 4.01 MODE OF PAYMENTS

The Facility can only be disbursed upon compliance with Conditions Precedent and availability of funds. (a) Payment to third party (ies)


The Bank is hereby authorised by the Customer to disburse the Customer’s Selling Price(s) or such part or parts thereof directly to the Customers’ respective solicitors or firm of solicitors, Developer / Vendor, Proprietor, the existing chargee or assignee of the Property, as the case may be, (“Existing Chargee / Assignee”), courts, Takaful Operators or such other person(s) responsible for or concerned with the sale of the Property or to any other person, as the case may be, at such times in such manner by such amounts and upon such contingencies and conditions as the Bank may in its absolute discretion decide or otherwise: (i) in accordance with the manner set out in the Sale and Purchase Agreement;

(ii) upon receipt by the Bank of the architect’s certificate(s) or other documentary evidence

satisfactory to the Bank certifying that works on the Property in respect of which claims for payment or payments are requested have been duly carried out and completed;

(iii) in the case of refinancing, sub-sale or auctioned property, such disbursement shall be further subject to the Bank’s receipt of satisfactory evidence of payment made by the Customer to the Customer’s respective solicitors or firm of solicitors, Developer / Vendor, Proprietor, Existing Chargee / Assignee, courts, Takaful Operator or such other person(s) responsible for or concerned with the sale of the Property in the form of receipts or acknowledgement of payment and where applicable, a valuation report on the Property as set out under Section 15.13; or

(iv) such variations in the manner of payment as the Bank may in its discretion deem fit and

the acknowledgement of receipt by the aforesaid party(ies) shall be as good and sufficient and effective as if the same had been made or given by the Customer personally AND it is hereby further irrevocably agreed and confirmed by the Customer that the Customer shall not be entitled to object to or to restrain such payment by the Bank. The Customer shall not request the Bank to stop or defer any disbursement of the Customer’s Selling Price(s) or such part or any part thereof if the Bank has already given any undertaking to any third party to disburse the said payment unless such third party expressly agrees to the Customer’s request and the release and discharge of the Bank from its undertaking. The Customer shall indemnify the Bank for all costs, expenses, claims and demand made on the Bank pursuant to the Bank giving an express or implied undertaking or covenant to any financial institution or developer or vendor or their solicitors or firm or solicitors purporting to act for any of them.

(b) Default on the part of the third party (ies)

And where applicable and without prejudice to the Bank’s powers and rights conferred herein, it is hereby expressly agreed between the parties herein that in the event of any default on the part of the Developer / Vendor, Proprietor or such other third parties in their obligations to the Bank and the Existing Chargee / Assignee for the purpose of discharging / reassigning the same in favour of the Bank or in the opinion of the Bank, the Developer / Vendor is/are in breach of the Sale and Purchase Agreement, the Bank shall be at liberty to withhold the disbursement of the Customer’s Selling Price(s) or any part(s) thereof.

(c) Payment for the Customer’s benefit

The disbursement of the Customer’s Selling Price(s) or such part or parts thereof, as the case may be, by the Bank to the parties as aforesaid in the manner set out herein shall be deemed to be effective payment thereof to or for the benefit of the Customer PROVIDED HOWEVER that the Bank shall not be bound to make payment unless and until the Differential Sum shall have been duly paid by the Customer to the respective solicitors or firm of solicitors, Developer / Vendor, Proprietor, the Existing Chargee / Assignee or courts, as the case may be, and PROVIDED


FURTHER THAT the Conditions Precedent set out in Schedule 2 herein shall have been fulfilled and complied with by the Customer.

(d) Payment of the Differential Sum

The Customer shall forthwith pay to the Developer / Vendor the Differential Sum in the event the Customer’s Selling Price(s) is less than the balance of the Sale and Purchase Price remaining unpaid by the Customer to the respective solicitors or firm of solicitors, Developer / Vendor, Proprietor, the Existing Chargee / Assignee or courts, as the case may be, and shall immediately provide the Bank with such documentary evidence satisfactory to the Bank confirming that the Differential Sum has been fully paid by the Customer.

(e) Excess of the Customer’s Selling Price(s) If there be an excess in the amount of the Customer’s Selling Price(s) with that of the Differential Sum, such excess amount shall be disbursed by the Bank directly to the Customer.

(f) Disbursement for the Purpose of Cash Line Facility-i

The amount of the Customer’s Selling Price(s) which is for the purpose of Cash Line Facility-i (if any) shall be disbursed by the Bank directly to the Customer.

ARTICLE V

MANNER OF TAWARRUQ ARRANGEMENT SECTION 5.01 PURCHASE REQUEST (a) The Customer may utilise the Facility by issuing a Purchase Request to the Bank notifying the

Bank of its intention to enter into an arrangement to purchase an identified commodity from the Bank at the Bank’s Selling Price(s) as set out in Schedule 3A. In accordance with the Bank’s financing procedures, upon the acceptance of the Letter of Offer of the Facility, the Customer will issue a request and once it is issued it is irrevocable (except with the prior written consent of the Bank) and binding on the Customer including its successor in title, permitted assigns and personal representatives. The Customer will then give an undertaking to purchase an identified commodity from the Bank at the Bank’s Selling Price(s) which will be stated in the relevant Murabahah Sale Contract.

(b) Pursuant to the Purchase Request, the Bank (in its own capacity) will proceed to purchase the Commodity from the Commodity Supplier at the Bank’s Purchase Price(s) which is equivalent to the Facility amount.

(c) Upon the Bank’s purchase of the commodity from the Commodity Supplier and pursuant to the

Customer’s undertaking as set out in Schedule 3A, the Bank shall sell the commodity to the Customer with the Bank acting as agent of the Customer to execute the relevant Murabahah Sale Contract whereby the Customer shall pay the Bank’s Selling Price(s) on deferred payment basis.

(d) Subsequently, the Bank on behalf of the Customer will sell the commodity to a third party

purchaser at the Customer’s Selling Price(s) on cash and the proceeds will be disbursed to the benefit of the Customer.


SECTION 5.02 TERMS AND CONDITIONS OF TAWARRUQ ARRANGEMENT (a) The Tawarruq Arrangement shall be governed by the terms and conditions of this Agreement

and the applicable provisions of the Letter of Offer and the Purchase Request.

(b) The Customer will obtain such title to the Commodity as the Bank receives from the Commodity Supplier but free from encumbrances. The Bank shall not be deemed to give any warranty or representation (express or implied) whatsoever, whether arising by law, by statute or otherwise and, without prejudice to the generality of the foregoing, any such warranty or representation by the Bank is hereby expressly excluded to the full extent permitted by any applicable law.

(c) The Customer shall at all times fully indemnify and keep the Bank including any of its agents,

employees or representatives indemnified against any action, proceedings, claims, expense, loss, damage or liability as to the amount of which a certificate of the Bank, shall in the absence of manifest error, be conclusive and binding upon the Customer which the Bank may incur as a consequence of any Event of Default or otherwise in connection with this Agreement or the Transaction Documents or other related documents unless such expenses, loss, damage or liability is attributable to the willful default, gross negligence or fraud of the Bank.

SECTION 5.03 RISKS (a) The parties agree that upon the completion of the Murabahah Sale Contract, the title, ownership,

rights, interests and benefits of the Commodity(ies) shall immediately be transferred to the Customer.

(b) The Commodity is sold on an “as is, where is” basis but free from encumbrances. The Customer

acknowledges that it shall be considered to have accepted the Commodity on the basis and in the state described in Article V above and shall have no remedy against the Bank in respect of quality, condition, quantity, description, title or otherwise. Additionally, the Customer waives any claims which it may have against the Bank in respect of any loss or damage which it, or its officers, employees or agents, may suffer by reason of, or arising out of or in connection with this Agreement, any other Transaction Documents or otherwise (however arising) in connection with or arising from any Tawarruq Arrangement and/or purchase of Commodity from the Commodity Supplier.

ARTICLE VI

AGENCY (WAKALAH)

SECTION 6.01 UNDISCLOSED AGENCY (a) Contemporaneous with the delivery of the Purchase Request by the Customer to the Bank under

this Agreement to enter into a Tawarruq Arrangement, the Customer shall irrevocably appoints the Bank or any third party acceptable to the Bank to act as his agent to:- (i) conclude the Murabahah Sale Contract in purchasing the commodity from the Bank (in

its capacity as the vendor) on Murabahah and deferred payment basis on terms stated in the Letter of Offer and this Agreement;

(ii) sell the Commodity to any third party at the Customer’s Selling Price(s)


in accordance with the Appointment of AmBank Islamic Berhad as Purchasing and Sale Agent as prescribed in Schedule 3B of this Agreement.

(b) In performing its duties under this Article VI and/or the Appointment of AmBank Islamic

Berhad as Purchasing and Sale Agent, the Bank shall at all times act as an undisclosed agent of the Customer and it shall not disclose that it is acting as an agent of the Customer and the Bank shall, amongst other: (i) be authorised to sign and execute all documents and do all acts and observe and perform

all obligations required to be done in connection with this Agreement, or imposed under any agreement of sale of the Commodity to a third party;

(ii) be required to do all the administrative duties regarding the holding and the selling of the Commodity as well as the takaful thereof;

(iii) not be under a duty to disclose and/or provide any documents to the Customer in

relation to its duties in terms of this Agreement; and

(iv) be at liberty and absolute discretion to sell the Commodity to any third party. (c) The appointment of the Bank as agent of the Customer shall not create or be deemed to create a

partnership or a joint venture between the parties, nor shall it establish a relationship of principal or agent in any other relationship between the parties.

(d) The Customer shall prior to the Tawarruq Arrangement, pay the transaction fees to the Bank. SECTION 6.02 PROCEEDS OF SALE OF THE COMMODITY

(a) Pursuant to the Appointment of AmBank Islamic Berhad as Purchasing and Sale Agent, the Bank, as agent of the Customer shall sell the Commodity and obtain immediate payment of the Customer’s Selling Price(s) free from any set-off, deduction, withholding or counterclaim in immediately available and freely transferable funds for good value.

(b) The proceeds of any sale of the Commodity due to the Customer shall be paid by the Bank in

accordance with Section 4.01 once the Bank has received payment of the Customer’s Selling Price(s) from the purchaser of the Commodity. The appointment of the Bank as agent of the Customer for the purpose of this Agreement shall cease upon payment by the Bank of the said Customer’s Selling Price(s).

ARTICLE VII

AVAILABILITY

SECTION 7.01 CONDITIONS PRECEDENT TO DISBURSEMENT OF CUSTOMER’S SELLING PRICE(S)

(a) Notwithstanding any other provisions contained herein the Customer’s Selling Price(s) shall be

disbursed by the Bank only upon fulfilments to the satisfaction of the Bank the Conditions Precedent as set out in Schedule 2 of this Agreement.

(b) Pending the fulfilments in the manner satisfactory to the Bank of the Conditions Precedent and such other conditions as the Bank may impose, or unless otherwise waived by the Bank, the Bank


may at its absolute discretion terminate the Facility or suspend the payment of the Facility or any part or parts thereof.

(c) Notwithstanding any other provisions herein the Bank’s obligation to disburse the Customer’s

Selling Price(s) shall be limited to and not exceed the amount of the Facility herein granted. Any other monies which exceed the Facility and due or owing by the Customer to the Bank shall be claimed entirely from and be borne by the Customer.

SECTION 7.02 WAIVER OF CONDITIONS PRECEDENT

It is hereby expressly acknowledged and declared that the Conditions Precedent are inserted for the sole benefit of the Bank and may thereafter be waived wholly or in part by the Bank at the discretion of the Bank without prejudicing the rights of the Bank under any document and such waiver shall not prejudice the rights of the Bank from insisting on the Customer’s compliance with any such waived Conditions Precedent at any subsequent time.

ARTICLE VIII

PAYMENT OF BANK’S SELLING PRICE(S) SECTION 8.01 PARTIAL SETTLEMENTS / EARLY SETTLEMENT CHARGE

(a) Monthly Instalments The Customer shall pay the Bank’s Selling Price(s) through Monthly Instalments in the manner and at the time as notified by the Bank subject to and in accordance with the terms of this Agreement. The Customer further undertakes to pay other monies to the Bank under this Agreement and other Transaction Documents as and when it falls due. In the event of any change in the BR at any time during the Payment Period resulting in change in the EPR, the Bank shall have the right to revise the Monthly Instalments accordingly and such revision in Monthly Instalments shall be notified to the Customer. Any revision in the EPR as aforesaid shall not exceed the CPR.

(b) Early Settlement

(i) The Customer shall be entitled to make early settlement of the Facility at any time during the Payment Period by giving (1) month advance written notice to the Bank, otherwise (1) month profit may be charged. The Settlement Amount payable must be made on the date(s) as may be determined by the Bank and in accordance with Section 8.02 on Ibra’. Any notice for Early Settlement shall be irrevocable and the Customer shall be obligated to make such settlement in accordance with the notice. Notwithstanding the provision stated herein, the Bank shall be entitled to claim all sums or expenses or charges or fees incurred as a consequence of such Early Settlement.

(ii) The Customer shall make full settlement of the Settlement Amount (“Early Settlement”) before expiry of the Payment Period in either of the following events:

(a) the Customer requests for an Early Settlement; (b) Early Settlement due to financing restructuring exercise; (c) Early Settlement in the Event of Default; and/or (d) Early Settlement in the event of termination of this Agreement before expiry of

the Payment Period for any other reason whatsoever.


(c) Partial Settlement

The Customer shall be entitled to make partial settlement (“Partial Settlement”) of the Facility(ies) at any time during the Payment Period by giving advance written notice to the Bank. Payment of the partial settlement amount (“Partial Settlement Amount”) must be made on the date(s) as may be determined by the Bank. Any notice for Partial Settlement shall be irrevocable and the Customer shall be obligated to make such settlement in accordance with the notice.

(d) Early Settlement Charges

The Bank shall have the right to charge an Early Settlement Charge to the Customer upon Early Settlement during Lock-in Period made by the Customer and the Early Settlement Charges shall be calculated in the manner as determined by the Bank at its sole discretion.

SECTION 8.02 IBRA’ (REBATE)

The Bank will grant Ibra’ (rebate), if any, on such amount of the balance Bank’s Selling Price(s) and / or other monies remaining unpaid by the Customer based on the following situations:- (a) For variable rate financing, the difference between the ceiling profit rate and the effective profit

rate.

(b) Upon full settlement of the Facility by the Customer in the following scenario:-

(i) Redemption or Early Settlement of the Facility.

(ii) Due to restructuring exercise.

(iii) In the case of default by the Customer.

(iv) In the event of termination or cancellation of the Facility before the expiry date.

Ibra’ (rebate) will be calculated based on the following formula or any other calculation method or formula as may be prescribed by BNM:- Ibra’ (rebate) = deferred profit – early settlement charges SECTION 8.03 LATE PAYMENT CHARGE (TA’WIDH)

The Customer hereby agrees and acknowledges that the Bank shall be entitled to impose and demand from Customer the late payment charges for the failure of the Customer to make: (i) payment of any of the Monthly Installment due and/or sum covenanted to be paid by the

Customer to the Bank; and/or (ii) payment upon expiry or cancellation of the Facility, at the rates mentioned in the table below:

No. Applicable Period Late Payment Charge

Rate On the Amount

1.

Prior to maturity date.

1% per annum calculated on daily basis.

(a) On the overdue instalments, to be

calculated after the due date until full


Note:

i. The late payment charges shall not be compounded.

ii. Total late payment charges shall not be more than the outstanding principal. iii. The late payment charges and the method of calculation thereof are subject to change as may be

prescribed by BNM. iv. Outstanding balance refers to outstanding principal and earned profit. v. The late payment charges are cumulative subject to the applicable period.

SECTION 8.04 CHANGES IN THE MONTHLY INSTALMENTS

In the event of any change in the BR at any time during the Payment Period resulting in change in the EPR, the Bank shall have the right to revise the Monthly Instalments accordingly and such revision in Monthly Instalments shall be notified to the Customer. Any revision in the EPR as aforesaid shall not exceed the CPR.

ARTICLE IX

SECURITY SECTION 9.01 SECURITY

Where applicable, as security for the obligation to pay and timely payment of the Indebtedness including but not limited to the Bank’s Selling Price(s) and all other monies whatsoever now or hereafter owing and due to the Bank by the Customer, the Customer shall:

settlement of the overdue instalments; and/or

(b) On the outstanding balance, to be

calculated from the date of cancellation until full settlement of the outstanding balance.

2.

After maturity date.

Islamic Interbank Money Market Rate (“IIMM”) per annum calculated on daily basis or any other rate as shall be stipulated by Bank Negara Malaysia from time to time.

On the outstanding balance, to be calculated from the date of cancellation until full settlement of the outstanding balance.

3.

After the Bank had obtained court judgment against the Customer.

At IIMM per annum calculated on daily basis from the date of court judgment to the settlement date.

On the outstanding balance (excluding legal costs and late payment charges as stated in the judgment), to be calculated from the date of judgment until full settlement of the judgment sum.


(a) execute or procure the execution of the Security Documents in favour of the Bank upon such terms and conditions and in the form and substance acceptable to the Bank;

(b) cause the Security Party(ies) to execute in favour of the Bank in the form and substance

acceptable to the Bank guaranteeing the due performance and observance of the Customer of all the terms and conditions covenants undertakings and to secure the payment of the Indebtedness and other monies due and payable to the Bank; and

(c) any other agreements / documents as the Bank may require. SECTION 9.02 COVENANT TO PROVIDE FURTHER SECURITY (a) The Customer shall at the request of the Bank charge to, or deposit with the Bank the Customer’s

other assets, movable property and the issue document of title/strata title to any or all immovable properties in any property or asset or business now belonging to or which may hereafter be acquired by or belong to the Customer (including any contractor’s lien) and the benefit of all licenses held in connection therewith to secure the indebtedness including but not limited to all monies and liabilities hereby agreed to be paid or intended to be secured, such security to be prepared by or on behalf of the Bank at the cost of the Customer and to contain all such terms and conditions for the benefit of the Bank may reasonably require.

(b) The Customer shall, at any time if and when required by the Bank, deposit with the Bank the documents of title of any or all immovable properties vested in the Customer for any tenure and all or any debentures shares stocks or other investments or securities registered in the name of the Customer or otherwise belonging to the Customer. Such charge or deposit may be by way of collateral security for the payment of the Indebtedness and all other monies and may also or otherwise be for the purpose of securing any other monies owing to the Bank by the Customer and not secured hereby.

SECTION 9.03 CONTINUING SECURITY

The security herein created is expressly intended to be and shall be a continuing security for the Indebtedness including but not limited to all monies whatsoever now or hereafter from time to time owing to the Bank by the Customer under this Agreement and the Security Documents.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

SECTION 10.01 REPRESENTATIONS AND WARRANTIES The Customer hereby represents and warrants to the Bank as set out in Schedule 5 herein. SECTION 10.02 TRUTH AND CORRECTNESS OF REPRESENTATIONS AND

WARRANTIES

(a) The Customer acknowledge that the Bank has accepted this Agreement on the basis of and in

full reliance upon, the aforesaid representations and warranties, which are correct and complied with in all material respects so long as this Agreement shall remain in force and each of the above representations and warranties will be correct and complied with in all material respects throughout the subsistence of this Agreement.


(b) If any such representations and warranties made shall at any time hereafter found to have been incorrect in any material respect then in such event and notwithstanding anything to the contrary contained herein, the Bank shall have the right at its discretion to review, suspend or terminate the Facility or any part thereof.

(c) Each disbursement of the Customer’s Selling Price(s) shall constitute and each payment of any

sums due and payable by the Customer shall, unless the Customer notifies the Bank in writing to the contrary, constitute a representation and warranty by the Customer that at the time of each disbursement or payment no event of default or event which with the giving of notice or passing of time or both would constitute an event of default has occurred and that the representations and warranties in Section 10.01 are true and correct as at the date of each disbursement.

ARTICLE XI

COVENANTS SECTION 11.01 POSITIVE COVENANTS The Customer undertakes with the Bank that until all his/their liabilities and obligations hereunder and until the Facility have been discharged, the Customer shall undertake all undertakings that are set out in Schedule 6 herein. SECTION 11.02 NEGATIVE COVENANTS

The Customer hereby covenant with the Bank that from the date of this Agreement until all his/their liabilities and obligations hereunder and under the other Security Documents have been discharged, the Customer shall not without the written consent of the Bank first had and obtained do any matters that are set out in Schedule 6 herein.

ARTICLE XII

EVENTS OF DEFAULT SECTION 12.01 RIGHTS OF BANK ON CUSTOMER'S DEFAULT If the Customer and/or the Security Party(ies) (as the case may be) shall commit a default pursuant to Schedule 7 hereof or if any of the events stipulated in Schedule 7 hereof shall happen and which if capable of remedy is not remedied within a period of seven (7) days from the date of notice by the Bank requesting remedy of the same, or is not remedied within the time specifically stipulated therefore (if any) in respect of the event in question, the Indebtedness and all other sums payable under this Agreement shall become and be deemed to be, notwithstanding anything contained herein to the contrary, forthwith due and payable and whereupon the Bank shall be entitled without further notice to the Customer to enforce the Security Documents, as the case may be, and the other documents creating security to the Facility and all the remedies available under the law. SECTION 12.02 REMEDIES OF THE BANK Upon demand and/or the occurrence of any Event of Default, the Bank shall be entitled to exercise such rights that are available to it under the Transaction Documents and/or at law including any of the following rights and powers:


(a) the right to enter and take possession of the Property or any part or parts thereof and if permissible under any of the Acts, to be registered as the Proprietor thereof;

(b) the right and power to sell and assign the Property by public auction or private treaty as the

absolute and unencumbered owner thereof at such price or prices and in such manner as the Bank shall in its absolute discretion deem fit free from any interest of the Customer hereunder or otherwise and the right to bid at any such sale;

(c) the right to sue and institute by way of a civil suit or action for the recovery of the Settlement

Amounts whether before first realized the Property or otherwise or concurrently with any of the other rights and remedies of the Bank herein or at law;

and the Customer shall and hereby expressly agree covenant and undertake to do and execute or cause the Security Party(ies) as the case may be, to do and execute all acts, deeds, instruments and things which the Bank may require or stipulate for the purpose of effecting and/or completing anything and/or any transaction mentioned in this Section 12.02.

SECTION 12.03 BANK'S RIGHT TO COMMENCE FORECLOSURE AND LEGAL

PROCEEDINGS CONCURRENTLY Notwithstanding any provision hereof, it is hereby expressly agreed that upon default or breach by the Customer of any term, covenant, stipulation and/or undertaking herein provided and on the part of the Customer to be observed and performed, the Bank shall thereafter have the right to exercise all or any of the remedies available whether by this Agreement and such other documents creating security for the Facility and/or Transaction Documents and/or civil suit and/or pursuant to any statute or otherwise to recover amount due and owing by the Customer to the Bank and shall be entitled to exercise such remedies concurrently, including pursuing all remedies of sale or possession pursuant to the Security Documents, as the case may be, and civil suit to recover all monies due and owing to the Bank. SECTION 12.04 APPLICATION OF PROCEEDS

All moneys received by the Bank from any proceeding instituted or step taken under any of documents creating security for the Facility shall subject to statutory priorities (if any), be applied by the Bank:-

FIRST

in payment of any quit rents, rates, taxes, assessments fees lawful outgoing and other fees due and payable to the relevant authorities by the Customer in respect of the Property or any other property charged or assigned to the Bank as security for the Secured Amounts;

SECOND in payment of all costs charges and other expenses incurred and payments made by the Bank under the provisions of all or any of the other documents creating security for the Facility (if any) and any other taxes payable under any written law for the time being in force on the disposal of the Property;

THIRD

in or towards payment to the Bank of the Settlement Amounts due and remaining unpaid and of all other moneys due and remaining unpaid under any documents creating security for the Facility.

FOURTH

in or towards payment to the Customer’s liabilities to the Bank (whether such liabilities be present, future, actual, contingent, primary, secondary, collateral, secured or unsecured, several or joint) under any other accounts of whatsoever nature, agreement or contract or otherwise with the Bank and all such monies available under this premise are specially held in trust for the Bank for the satisfaction of such liabilities; and


FIFTH

any surplus shall be paid to such person entitled thereto.

PROVIDED ALWAYS THAT the Bank may in its sole and absolute discretion alter the above order of payment or keep such monies in a suspense account but such alteration in the order of payment or payment into a suspense account shall not prejudice the right of the Bank to receive the full amount to which it would have been entitled if the primary order had been observed or any lesser amount which the sum ultimately realized from the security may be sufficient to pay. SECTION 12.05 DEFICIENCY IN PROCEEDS OF SALE It is expressly agreed and declared between the parties hereto that notwithstanding, any other provision herein contained in the other documents creating security for the Facility to the contrary, the Customer shall be liable to the Bank for the difference between the amount due and the actual amount ultimately received by the Bank and /or upon a sale of the Property in the event that the actual amount ultimately received by the Bank under the terms of this Agreement or any of the documents creating security for the Facility and /or on sale of the Property after deduction and payment from the proceeds so recovered, or realized or received of all fee (including but not limited to the Bank’s solicitor fees on a solicitor and client basis) dues costs rates taxes and other outgoings on the Property is less than the amount due to the Bank hereunder and under the other documents creating security for the Facility and notwithstanding whether or not the Bank is the purchaser of the Property at such sale and the Customer shall pay late payment charges on the differential sum until the date of actual payment made. PROVIDED THAT nothing herein contained shall be construed as imposing any obligation (whether at law or in equity) upon the Bank to exhaust its remedy to sell the Property before commencing any separate action or before enforcing any other remedies or exercising any other rights against the Customer AND the Customer hereby irrevocably and unconditionally agrees and consents to the Bank commencing separate proceedings, enforcing other remedies and exercising any other rights which the Bank may have against the Customer prior to or simultaneously with and without having exhausted its rights to sell or to proceed against the Property or to realize its security under the documents creating security for the Facility.

ARTICLE XIII

TAKAFUL SECTION 13.01 TAKAFUL ON PROPERTY The Customer shall cover and cause the Property to be covered under a takaful plan against loss or damage by fire and against such other risks as the Bank may from time to time think expedient with a takaful company approved by the Bank and for an amount acceptable to the Bank and shall keep the same covered throughout the duration of this Agreement to its full coverage value to the satisfaction of the Bank in default whereof the Bank may at its discretion take out such Takaful and all contribution payable in respect thereto shall be borne and paid by the Customer. SECTION 13.02 MORTGAGE REDUCING TERM TAKAFUL Whenever required by the Bank, the Customer shall take up and maintain a takaful plan or a Mortgage Reducing Term policy under a takaful mortgage plan as the Bank may in its absolute discretion decide or any other takaful plan guaranteeing the payment of the Indebtedness by the Customer to the Bank with a takaful company approved by the Bank.


SECTION 13.03 RESTRICTION AGAINST ADDITIONAL TAKAFUL The Customer shall not except at the request or with the consent in writing of the Bank effect or keep on foot any takaful against any risk in respect of the Property when the Bank has effected or has kept on foot such takaful.

ARTICLE XIV

ACQUISITION OF PROPERTY SECTION 14.01 GOVERNMENT ACQUISITION In the event that the Property or any part thereof shall at any time become the subject matter of or be included in any notice notification or declaration concerning or relating to acquisition by government or any governmental authority or any enquiry or proceedings in respect thereof or if any government or governmental authority shall condemn, nationalise, seize or otherwise expropriate all or any substantial part of the Property or other assets or of the business or operations of the Customer or shall have taken action for the winding up of the Customer or any action that would prevent the Customer or the Customer’s officers from carrying on the operations of the Customer the Customer shall forthwith inform the Bank of the same and shall forward to the Bank a copy or copies of any such notice notification or declaration as soon as the same shall be delivered to or served on the Customer. SECTION 14.02 POWERS TO ENGAGE ADVISERS The Bank shall be entitled to engage such advisers and agents (including solicitors and valuers) as it may think fit for the purposes of appearing or attending at or advising upon any enquiry or proceedings affecting concerning or relating to any such acquisition, expropriation or any of the matters referred to in Section 14.02 hereof at the expense of the Customer. SECTION 14.03 APPLICATION OF COMPENSATION MONEYS

(a) All monies received as or by way of compensation in respect of any of the matters referred to in

Section 14.03 hereof shall be applied in or towards the discharge or payment of the Indebtedness and any other money or liability secured by this Agreement and the documents creating security for the Facility and the Customer shall and hereby declare that the Customer will hold all such monies if paid to and received by the Customer hereunder in trust for the Bank and the Customer agrees and confirms that the Bank may receive and give a good discharge for all such monies.

(b) In the event of all such monies as aforesaid being less than the amount due to the Bank hereunder the Customer shall forthwith pay to the Bank the difference between the amount due and the amount so received.

ARTICLE XV

GENERAL / MISCELLANEOUS SECTION 15.01 INDEMNITY (a) The Customer shall at all times hereafter indemnify and keep the Bank including any of its

agents, employees or representatives indemnified against all and any action, proceeding, claim, liability, damages, losses and expenses whatsoever, legal or otherwise (including but not limited


to all legal costs incurred by the Bank on a solicitor and client basis) which may be brought at any time by the Vendor or any other party or parties against the Bank for any act or default under or for any breach of any provision of the Sale and Purchase Agreement or as a consequence of or arising from or connected to the Customers’ control, possession or use of the Property, including but not limited to any damage or injury to persons or property and the costs and liabilities arising from such claims that may be incurred, suffered or sustained by the Bank as a result thereof or otherwise howsoever and the Customer shall promptly upon a demand being made by the Bank pay to the Bank all amounts so paid incurred, suffered or sustained by the Bank.

(b) The Customer shall at all times hereafter indemnify and keep the Bank including any of its

agents, employees or representatives indemnified against all and any action, proceeding, claim, liability, damages, losses and expenses whatsoever, legal or otherwise which the Bank may incur as a consequence of any Event of Default or otherwise in connection with this Agreement or the Transaction Documents or other related documents unless such expense, loss, damage or liability is attributable to the willful default, gross negligence or fraud of the Bank.

(c) In addition to and without derogating from the above, if the Customer shall default in the

payment of any instalments on the instalment payment dates or of any other monies on the due date for payment thereof, the Customer shall on demand made by the Bank, pay to the Bank the actual loss incurred, suffered or sustained by the Bank resulting therefrom on incidental thereto. A statement by the Bank certifying the amount of loss thereof shall save for manifest error be conclusive and binding on the Customer.

(d) The foregoing indemnities shall constitute obligations of the Customer, separate and

independent from its other obligations under this Agreement, and shall give rise to separate and independent causes of action against the Customer.

SECTION 15.02 EFFECTIVE DATE The parties hereto agree that this Agreement shall come into force on the date as stated in the preamble hereto irrespective of the diverse dates upon which the parties may have each executed this Agreement respectively. SECTION 15.03 CERTIFICATE OF INDEBTEDNESS It is hereby agreed that any admission or acknowledgment in writing by the Customer or by any person authorised on behalf of the Customer or a judgment (by default or otherwise obtained against the Customer) or a statement of account in writing showing the Indebtedness of the Customer which is duly certified by an authorised officer of the Bank shall be binding and conclusive evidence against the Customer for whatever purpose including as being conclusive evidence of such indebtedness in a court of law. SECTION 15.04 SUSPENSE ACCOUNT Any money received hereunder may be placed and kept to the credit of a non-income bearing suspense account for so long as the Bank thinks fit without any obligation in the meantime to apply the same or any part thereof in or towards the discharge of any money or liability due or incurred by the Customer to the Bank. Notwithstanding any such payment, in the event of proceedings in or analogous to bankruptcy, liquidation, composition or arrangement, the Bank may prove for and agree to accept any dividend or composition in respect of the whole or any part of such money and liability in the same manner as if this security had not been created.


SECTION 15.05 ALL PAYMENTS RECEIVED TO BE PAYMENT IN GROSS

(a) All monies received by the Bank from any person or estate capable of being applied in reduction of the Indebtedness shall be regarded for all purposes as payments in gross and if a receiving order shall be made against any person liable to the Bank or any order be made or any effective resolution be passed for the winding up of any company liable to the Bank, the Bank may prove for the whole of the monies then owing and no money received under such proof shall be considered as having been received and the full amount owing shall be payable until the Bank has received from all sources one hundred sen in the Ringgit Malaysia and if the amount ultimately received by the Bank exceeds the amount of the ultimate balance owing to the Bank the excess only over such ultimate balance shall be repaid to the person or party on whose account the same shall have been received by the Bank.

(b) All payments to be made under the respective Tawarruq Arrangement documents shall be calculated and be made without (and free and clear of any deductions for) set-off or counterclaim and in immediately available and transferable funds for the Commodity value on the due date thereof.

(c) All payments by the Customer under this Agreement and/or the Transaction Documents shall

be made in full without any deduction or withholding (whether in respect of set off, counterclaim, duties, taxes, charges or otherwise whatsoever) unless the deduction or withholding is required by law, in which event the Customer(s) shall:

(i) ensure that the deduction or withholding does not exceed the minimum amount legally

required;

(ii) forthwith pay to the Bank such additional amount so that the net amount received by the Bank will equal the full amount which would have been received by it had no such deduction or withholding been made;

(iii) pay to the relevant taxation or other authorities within the period for payment permitted

by applicable law the full amount of the deduction or withholding (including, but without prejudice to the generality of the foregoing, the full amount of any deduction or withholding from any additional amount paid pursuant to this clause); and

furnish to the Bank, within the period for payment permitted by the applicable law, either an official receipt of the relevant taxation authorities in respect of all amounts so deducted or withheld as aforesaid; or if such receipts are not issued by the relevant taxation authorities on payments to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding. SECTION 15.06 TIME Time shall be of the essence of this Agreement. SECTION 15.07 RIGHTS CUMULATIVE, WAIVER

The rights and remedies of the Bank in this Agreement are cumulative, may be exercised as often as the Bank considers appropriate and are in addition to any rights and remedies provided by law. (a) No failure or delay on the part of the Bank in exercising nor any omission to exercise any right,

power, privilege or remedy accruing to the Bank under this Agreement or the documents creating security for the Facility shall impair any such right, power, privilege or remedy or be construed as a waiver thereof or an acquiescence in such default; nor shall any action by the Bank


in respect of any default or any acquiescence in any such default, affect or impair any right, power, privilege or remedy of the Bank in respect of any other or subsequent default.

(b) No defective or partial exercise of any rights, power, privilege or remedy shall prevent any further exercise of that or any other such rights, power, privilege or remedy, or more generally the exercise of rights and remedies provided by law.

(c) The rights, power, privilege or remedy accruing to the Bank arising under this Agreement shall

not be capable of being waived or varied unless by an express waiver or variation in writing. (d) No act or course of conduct or negotiation on the Bank’s part or on its behalf shall in any way

preclude it from exercising any such right, power, privilege or remedy or constitute a suspension or any variation of any such right, power, privilege or remedy.

SECTION 15. 08 RECONSTRUCTION OF THE BANK OR THE CUSTOMER OR SECURITY

PARTY(IES)

(a) The security, liabilities and/or obligations created by this Agreement and/or Transaction

Documents shall continue to be valid and binding for all purposes whatsoever notwithstanding any change by amalgamation, merger, acquisition, restructuring, reconstruction, take-over, dissolution, revocation or otherwise which may be made in the constitution of the Bank or of any company by which the business of the Bank may for the time being be carried on and shall be available to the company carrying on that business for the time being.

(b) The security, liabilities and/or obligations created by this Agreement shall continue to be valid and binding for all purposes whatsoever notwithstanding any change whether by reason of bankruptcy, death, insanity or otherwise howsoever in the name, style or composition of the Customer and notwithstanding any change in the name of the Customer and the expression “the Customer” in this Agreement includes the persons for the time being deriving title from the Customer, and it is expressly declared that no change of any sort whatsoever in relation to or affecting the Customer, shall in any way affect the security, liabilities and/or obligations created hereunder in relation to any transaction whatsoever whether past present or future.

SECTION 15.09 NO LIABILITY

The Bank, not being the developer of the Property shall not be liable for any claims in respect of any defects, shrinkage or other faults affecting the Property which are due to defective workmanship or materials or any other causes whatsoever or the Property not having been constructed in accordance with the specifications and plans approved by the appropriate authority PROVIDED THAT this Section shall not affect the rights of the Customer to make any claims in respect of the Property against the Vendor and/or Proprietor under the Sale and Purchase Agreement. SECTION 15.10 FEES AND EXPENSES

(a) STAMP DUTIES

(i) The Customer shall pay all stamp duties, fees or other charges payable on or incidental to the execution and registration of this Agreement and the documents creating security for the Facility and shall reimburse the Bank for any such duties, fees or other charges paid by the Bank.


(b) GOODS AND SERVICES TAX

(i) Unless expressly stated otherwise in this Agreement, the parties agree that any charges, commissions, fees, expenses or similar amount to be used in the calculation of such charges, commissions, fees, expenses (“Charges”) is exclusive of GST as may be applicable under the provisions of the GST Law.

(ii) If any supply made under or in connection with this Agreement is subject to GST, the Bank may increase the consideration provided for by the amount of the GST and recover that additional amount from the Customer in addition to the Charges.

SECTION 15.11 MODIFICATIONS AND INDULGENCES Subject to Shariah, the Bank may upon serving a twenty-one (21) day notice to the Customer, at any time and without in any way affecting the security hereby created:- (a) determine, vary, modify, cancel, restructure, earmark, reduce or increase any financing or other

facility granted or to be granted to the Customer and may open and / or continue any account or accounts current or otherwise (or both) current or otherwise with the Customer at any branch or branches of the Bank;

(b) grant to the Customer and/or Security Party or to any other surety or guarantor any time or

indulgence or waiver or consent or release; (c) deal with, exchange, release or modify or abstain from perfecting or enforcing any securities or

other guarantees or rights it may or at any time hereafter or from time to time have from or against the Customer and/or any Security Party or any other persons;

(d) enter into any deed of composition with the Customer and / or Security Party any other person

or guarantor; (e) vary from time to time or amend such terms and conditions of the Facility or any documents

creating security for the Facility to comply with all relevant rules, decisions and rulings of BNM and/or the Association of Islamic Banking Institutions Malaysia whether the same be made before or after the creation of this Agreement herein;

(f) renew any bills, notes or other negotiable securities; (g) compound with the Customer(s) or any other person; (h) vary the number and or the amount of the Monthly Instalments and/or the instalment payment

dates.

(i) have recourse to all or any remedies or means for recovering the monies hereby secured which

may be available for such purpose at such time and in such order and manner as the Bank may think fit.

And the Customer hereby irrevocably and unconditionally consents to all of the above events and declares no further consent shall be required from the Customer in respect thereof. SUBJECT ALWAYS no failure, delay or other relaxation or indulgence on the part of the Bank to exercise any power, right or remedy hereunder or at law shall operate as a waiver thereof nor shall any single or any partial exercise or waiver of any such power, right or remedy preclude its further exercise or the exercise of any other power, right or remedy.


SECTION 15.12 COSTS (a) The Customer shall be liable to pay all fees and expenses in connection with or incidental to the

documents creating security for the Facility including the Bank's solicitors' fees (on a solicitor and client basis) in connection with the preparation and execution of this Agreement and / or the documents creating security for the Facility and the documents related thereto, notwithstanding the Customer’s failure to execute the same. If the Indebtedness or any part thereof shall be required to be recovered through any process of law, or if the Indebtedness or any part thereof shall be placed in the hands of solicitors for collection, the Customer shall pay (in addition to the monies then due and payable hereunder) the Bank's solicitors fees (on a solicitor and client basis) and any other fees and expenses incurred in respect of such collection and the account of the Customer shall be debited accordingly.

(b) Unless expressly stated otherwise, the Customer agrees that all monies payable by the Customer

for the provision of any supply made under or in connection with this Agreement is exclusive of GST. Any GST on such supplies shall be borne and paid by the Customer to the Bank in addition to the amounts due.

SECTION 15.13 VALUATION The Bank shall be entitled to carry out or to require the Customer to carry out, at the cost and expense of the Customer, a valuation or a revaluation of the Property or any property of any Security Party(ies) which is offered by the Security Party(ies) as security to the Bank in respect of the Facility or which is the subject matter of any Security Document by any of the valuer’s on the Bank’s panel: (a) at any time prior to the disbursement of the Customer’s Selling Price(s). If the valuation report

confirms that the open market value or any other value of the Property as may be required by the Bank in its absolute discretion is less than the Sale and Purchase Price, the Bank shall be entitled at its sole discretion to revise the Facility but which shall be ascertained prior to execution of this Agreement and notified to the Customer accordingly and impose any further conditions which shall likewise be ascertained as aforesaid as the Bank may require prior to the disbursement of the Customer’s Selling Price(s).

(b) from time to time as and when it deems fit. The Customer shall give or cause to be given to the Bank or such valuer such rights of access and entry and such written authorities as may be required by the Bank or such valuer. Any determination of the Bank as to the value of or attributable to any property of any Security Party(ies) which is offered by the Security Party(ies) as security to the Bank in respect of the Facility or which is the subject matter of any Security Document shall be binding and conclusive on the Customer. SECTION 15.14 EXPENDITURE INCURRED BY THE BANK FOR AND ON BEHALF OF

THE CUSTOMER All monies expended by the Bank hereunder from time to time for and on behalf of the Customer (relating to takaful, quit rents, assessments, rates, taxes, repairs, legal costs, stamp duties, registration fees and all other outgoings including any expenses incurred by the Bank in visiting, inspecting or reporting on the business of the Customer and/or Security Party(ies) by the Bank’s agent and/or consultants in any way connected with or arising out of the Facility and/or the Transaction Documents) shall be recoverable and be repaid by the Customer on demand by the Bank. In default of such payment, such monies shall be deemed to form part of the Indebtedness and to be secured accordingly hereunder and the account of the Customer shall be debited accordingly.


SECTION 15.15 SEVERABILITY

(a) Any provision contained herein which is illegal, void, invalid, prohibited or unenforceable in any jurisdiction or pursuant to any determination made or pronounced by the SAC (“Decision”) shall, as to such jurisdiction and/or such Decision, be ineffective to such extent without invalidating the remaining provisions hereof; and

(b) any such illegality, prohibition or unenforceability in any jurisdiction or by any such Decision

shall not invalidate or render illegal, void, invalid, prohibited or unenforceable any such provision in any other jurisdiction.

SECTION 15.16 SCHEDULES The Schedules hereto shall be taken read and construed as an integral part of this Agreement. SECTION 15.17 OTHER TERMS AND CONDITIONS OF APPROVAL (IF ANY) Notwithstanding the terms and conditions and provisions contained herein the Customer hereby expressly agrees and declares that such further terms and conditions as special conditions (if any) upon which the Bank has approved the Facility as specified in Schedule 4 hereto shall form an integral part of this Agreement and the Customer hereby agrees to the due performance and observance of such terms and conditions. SECTION 15.18 DISCHARGE OF INDEBTEDNESS Notwithstanding anything to the contrary contained herein, it is hereby agreed that on the satisfaction by payment or otherwise of the whole of the Indebtedness and other monies due under this Agreement and the other documents creating security for the Facility all the provisions herein contained shall cease to be of any effect but without prejudice to the Bank's rights and remedies against the Customer in respect of any antecedent claim or breach of covenant. SECTION 15.19 CROSS DEFAULT

(a) It is hereby expressly declared that any breach of the terms, conditions, stipulations and agreements contained in this Agreement and other documents creating security for the Facility or any amendments thereof shall be deemed to be a breach hereunder and shall entitle the Bank to enforce any of the remedies herein.

(b) Notwithstanding the provisions relating to the payment of monies as hereinbefore provided the

Customer hereby expressly agrees that if any sums shall be due from the Customer to the Bank from time to time or at any time or if the Customer may be or become liable to the Bank anywhere on a banking account or any other current account or otherwise or in any manner whatsoever or if default is made in any provisions of such accounts or in any other facilities granted by the Bank or any company(ies) within the AmBank Group to the Customer or in any of the provisions herein, then and on such event, the Indebtedness together with all monies payable under such accounts or other facilities as aforesaid shall immediately become due and payable and the security herein become immediately enforceable.

SECTION 15.20 CONSOLIDATION AND RIGHT TO SET-OFF

It is expressly agreed and declared that unless the Bank otherwise agrees, the Customer shall not be entitled to redeem or require the release or discharge of any security given by the Customer or guarantor to the Bank and whether given now or hereafter except on payment by the Customer of not only all monies referred to herein but also all monies whatsoever and howsoever owing or payable or due from


the Customer to the Bank under any other account whether as a customer, Security Party(ies), assignor or howsoever or otherwise with the Bank, and without prejudice to the generality of the foregoing, it is hereby expressly agreed and declared that unless the Bank otherwise agrees in writing the Customer’s obligation under this Agreement shall not be discharged except on payment:-

(i) of all the Secured Amounts;

(ii) of all other moneys due and owing to the Bank by the Customer under any account or accounts of whatsoever nature (whether current, deposit or financing account) with the Bank whether or not and however secured; and

(iii) of all monies secured by any other security created by the Customer or by any person through

whom the Customer claims in favour of or vested in the Bank.

SECTION 15.21 BANK’S RIGHT TO SET OFF

(a) The Customer agrees that in the event the Customer defaults in payment for two (2) months

consecutively of any part of the Indebtedness, the Bank shall be entitled to freeze the available balance in Customer’s deposit account maintained with the Bank and the Bank shall provide a notice of seven (7) calendar days to the Customer to make good the defaulted payment of the Indebtedness.

(b) In the event the Customer fails to make good the defaulted payment of the Indebtedness within

the notice period, the Bank shall be entitled to set off absolutely such part of the available balance in the deposit account with the defaulted payment of the Indebtedness, subject to a further notice of seven (7) calendar days informing the Customer its intention to set off.

(c) For the avoidance of doubt, the Bank’s right of set-off herein can be exercised by the Bank even: (i) on a joint deposit account where the Customer is only one of joint deposit accountholder;

(ii) on a deposit account maintained by the Customer with other entities in AmBank Group; (iii) in the event of Customer’s demise, bankruptcy / insolvency, composition with its

creditors or any legal proceedings against the Customer. SECTION 15.22 DISCLOSURE OF INFORMATION (a) Without limiting the subsequent provisions of this Section 15.22, the Bank may at any time,

disclose to any person who may, in the Banks’ absolute discretion, require such information or access any documents or records of, or information about the Transaction Documents or assets or affairs of the Customer (including his/their account(s) or future account(s) with the Bank) whether or not confidential and whether or not the disclosure would be in breach of any law or of any duty owed to the Customers provided that in respect of documents, records or information which the Customers has informed the Bank to be confidential, the person receiving such information from the Bank may be required to undertake to maintain the confidentiality of documents, records or information received.

(b) Without prejudice to the rights of the Bank to disclose information relating to the Customer, its

affairs or the Facilities (whether arising under the IFSA or otherwise), the Customer provides expressed and irrevocable consent to the Bank, its officer (as defined in the IFSA) and agents and all persons to whom Section 146 of the IFSA applies, to disclose, at the Bank’s sole discretion, all or any information and documents relating to the Facility, Customer and Customer’s conduct and affairs, the transactions contemplated under the Transaction Documents in respect of the Account to / for:


(i) to other Customers in a joint Facility account;

(ii) to the personal representative of the Customer’s estate or to the Customer's committee

or the trustee appointed by the court to manage the assets and affairs of the Customer where the Customer is found to be a mentally disordered person or of unsound mind;

(iii) to the Central Credit Unit, Biro Maklumat Cek, BNM / or any credit rating agency or

any other bureau or credit reporting agency whether or not established pursuant to Malaysian legislation or any other government or regulatory authority/body, or enforcement agencies authorized under the IFSA, or such other authority having jurisdiction over the Bank or to any third party, if required by any law;

(iv) any person proposing or intending to make or tender payment towards the Customer’s

liabilities under the Facility; or to any person following the occurrence of an Event of Default;

(v) any party which in the future may express intention to acquire any interest /

shareholding in the Bank / pursuant to any proposed arrangement, composition, merger, acquisition / restructuring between the Bank and such parties;

(vi) AmBank Group, and to any person or company which are providing to the Bank any

services and expertise relating to legal, shariah, accounting, auditing, credit, administration, processing, data management or other advisory services;

(vii) any party where such disclosure is, in the opinion of the Bank, necessary for or related

to the review, due diligence activities or enforcement or protection or the attempted enforcement or protection of any rights or interest of undertaken by the Bank and/or the AmBank Group;

(viii) to the Security Party(ies) or any potential transferee or assignee of the Bank; (ix) to the debt collection agents appointed by any company under the AmBank Group; and (x) to any central depository or authorised depository agent (as those terms are defined in

the Securities Industry (Central Depositories) Act 1991). (c) The Customer acknowledges and agrees that the permission given under this Section 15.22 is for

the purposes of Section 146(1) of the IFSA and that no further consent from the Customer is required for the purposes of this Section 15.22. The Customer further agrees that in the event the Customer defaults on the payments for the Facility, the Customer agrees, consents and permits the Bank to disclose the Customer’s credit information to any credit reporting agency registered under the Credit Reporting Agencies Act 2010. The Customer irrevocably consent with the Bank that such disclosure of credit information and obtaining of credit reports can be performed by the Bank at any time during and/or after the cessation of relationship between the Bank and the Customer, including when there is any default / outstanding amount due to the Bank from the Customer.

(d) The Customer acknowledges and agrees that the Bank shall be entitled to obtain, use, process

and disclose data on the Customer and/or the Security Party for the Bank to discharge its duties under this Agreement and/or pursuant to the Facilities. As far as individuals are concerned, such data shall include names, telephone numbers, identity card numbers and addresses and


such individuals have a right of access to the personal data that the Bank may hold about such individuals pursuant to the Personal Data Protection Act 2010 (Act 709).

(e) This clause shall survive the termination of this Agreement. SECTION 15.23 PRIVACY CLAUSE (a) The Customer confirms having read, understood and agreed to be bound by the Privacy Notice

of AmBank Group (which is available at www.ambankgroup.com) and the clauses herein, as may relate to the processing of the Customer’s personal information. For the avoidance of doubt, the Customer agrees that the said Privacy Notice shall be deemed to be incorporated by reference into this Agreement.

(b) In the event the Customer provides personal and/or financial information relating to third

parties, including but not limited to information relating to the Customer’s next-of-kin, dependents, authorised signatories, directors, shareholders, officers, and Security Parties for the purpose of the Facility, the Customer:

(i) confirm that the Customer has obtained their consent or are otherwise entitled to provide

the information to the Bank and for the Bank to use it in accordance with this Agreement and to provide information on the Bank’s products, services and/or offers (inclusive of the products, services and offers of the other entities within AmBank Group) which the Bank and/or entity within AmBank Group believe may be of interest and/or beneficial to them;

(ii) agree to ensure that the personal and financial information of the said third parties is accurate;

(iii) agree to update the Bank in writing in the event of any material change to the said personal

and financial information; and

(iv) agree to the Bank’s right to terminate the Facility should such consent be withdrawn by any of the said third parties.

(c) Where the Customer instruct the Bank to effect any sort of cross-border transaction (including to

make or receive payments), the details relevant to the cross-border transaction (including information relating to those involved in the said transaction) may be received from or sent abroad, where it could be accessible (whether directly or indirectly) by the Bank’s agents abroad, overseas regulators and/or authorities in connection with their legitimate duties (e.g. the prevention of crime). In instructing the Bank and/or our agents to enter into any cross-border transaction on the Customer’s behalf, the Customer agree to the above said disclosures on behalf of the Customer and others involved in the said cross-border transaction.

(d) Additionally, but always subject to any laws, (including regulations, guidelines and/or

obligations) applicable to the Bank (whether in or outside Malaysia), the Customer agree that other companies in AmBank Group, their merchants and strategic partners may contact the Customer about products, services and offers, which the Bank and AmBank Group believe may be of interest or beneficial to the Customer.

(e) The Bank and AmBank Group may communicate with the Customer through various channels,

including telephone, e-mail, electronic / mobile messaging, facsimile or post, using the contact information the Customer has provided.

http://www.ambankgroup.com/


(f) The Customer may inform the Bank at any time if the Customer do not wish to receive marketing communications from the Bank, AmBank Group and/or their merchants and business partners, by contacting the Bank at the various channels given below:

(i) Customer Service Officer (ii) Phone : 1300 80 8888 (Domestic) or (603) 2178 8888 (Overseas) [24 hours] (iii) E-mail : [email protected] (iv) Post : Privacy, AmBank Contact Centre, P.O. Box No. 12617, 50784 Kuala Lumpur

(g) The Customer’s latest written instructions to the Bank will prevail. The Customer acknowledges

that certain communications such as the statements of Facility to the Customer and AmBank Group’s websites may contain standard information regarding other products and services of the Bank and AmBank Group that cannot be removed without affecting the delivery / operation provision of the Facility and/or without additional costs to the Customer.

(h) The Bank may use a credit reporting agency to help make decisions, for example when the Bank

needs to:

(i) check details on applications for the Facility, financing and financing-related or other facilities granted to the Customer;

(ii) managing and reviewing the Facility; and/or (iii) recover debts owed by the Customer.

(i) The Customer will be linked by credit reporting agencies to any other names the Customer uses

or may had used, and any joint and several applicants. The Bank may also share information about Customer and how Customer manages the Customer’s liabilities and obligations under this Agreement with relevant credit reporting agencies.

(j) Even after the Customer has provided the Bank with any information, the Customer will have

the option to withdraw the consent given earlier. In such instances, the Bank will have the right to not provide or discontinue the provision of the Facility that is/are linked with such information.

(k) The Bank reserves the right to amend this Section from time to time at the Bank’s sole discretion

by providing notice to the Customer.

(l) This section shall without prejudice to Section 15.22 (Disclosure of Information) of this Agreement.

SECTION 15.24 DEBIT The Bank is hereby authorised at any time without notice to the Customer to debit any of the Customer’s accounts with the Bank in respect of the Bank’s charges and all other monies due and payable hereunder and under the other documents creating security for the Facility. SECTION 15.25 GOVERNING LAW (a) The parties hereto agrees that this Agreement shall be governed and shall be construed in all

respects in accordance with the laws of Malaysia and in in relation to any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”) and the parties herein submit to the jurisdiction of the Courts of Malaysia, waives any objections to proceedings in any court on the grounds that the Proceedings have been brought in an inconvenient forum and further agree that service of any Legal Process may be effected in the manner set out in Section 15.26 hereof.

mailto:[email protected]


(b) Such submission however shall not affect the right of the Bank to take Proceedings in any other

jurisdiction nor shall the taking of Proceedings in any jurisdiction preclude the Bank from taking Proceedings in any other jurisdiction and the Bank shall be at liberty to initiate and take actions or Proceedings or otherwise in the court of Malaysia and/or elsewhere as it may deem fit.

SECTION 15.26 SERVICE OF NOTICE / LEGAL PROCESS (a) NOTICES

(i) Unless otherwise provided herein any demand or notice to the Customer under this Agreement shall be in writing and signed by the General Manager, Manager, Accountant or other authorised officer of the Bank or any solicitor or firm of solicitors purporting to act for the Bank and may be made by letter addressed to the Customer and sent by ordinary post or dispatched by personal delivery to the address of the Customer stated in Section 3 of Schedule 1 herein or the usual or last known place of business, employment or residence of the Customer and any such notice if sent by post shall be deemed to have been served three (3) days after the letter containing the same is put into the post office at Kuala Lumpur or any such place where a branch of the Bank is located and in proving such service it shall be sufficient to prove that the letter was properly addressed, stamped and put in a post office at Kuala Lumpur or any such place where a branch of the Bank is located and notwithstanding the fact that such letter may be returned undelivered or unclaimed.

(ii) Any demand, notice, request under or in connection with this Agreement to be given to the Bank shall be in writing and signed by the Customer and may be made by a letter addressed to the Bank and sent by registered post or dispatched by personal delivery to the address abovestated of the Bank or such other address as may be notified by the Bank and shall only be deemed to have been served on the Bank at the date of actual receipt thereof by the Bank.

(iii) Notwithstanding anything to the contrary herein provided, any letter demand notice

statement reminder or certificate (hereinafter generally referred to as the “said document(s)”) required to be given by the Bank hereunder shall not require to be under the hand of or signed by any officer of the Bank where it is stated on such said document(s) that the said document(s) is computer generated and no signature is required.

(b) LEGAL PROCESS

(i) The service of any such Legal Process pursuant to any rules of High Courts or rules of

the Subordinate Courts and any courts of competent jurisdiction shall be deemed to have been sufficiently given or served to the Customer :-

(aa) If sent by hand, at the time a copy of the legal process is left at the address of the

Customer herein stated or at such other address as the Customer may notify the Bank; or

(bb) If sent by prepaid registered post (not being AR Registered Post), on the seventh (7th) day (including the day of posting) from the date the legal process is put into post addressed to the Customer at the address of the Customer herein stated or such other address as the Customer may notify to the Bank.


(ii) No change in the address for service of either party howsoever brought about shall be effective or binding on either party unless that party has given to the other party actual notice of its change of address for service and nothing done in reliance on this Section shall be affected or prejudiced by any subsequent change in the address of service over which the other party has no actual knowledge of at the time the act or thing was done or carried out.

SECTION 15.27 CHANGES IN CIRCUMSTANCES

(a) If, as a result of any change in any applicable law, order, rule, regulation or regulatory requirement on the interpretation or application thereof or if compliance by the Bank with any applicable directive request or requirement (whether or not having the force of law), including the interpretation or application of Shariah and/or the relevant Shariah concepts by any governmental or other authority charged with the administration thereof (including where applicable, the Shariah Advisory Council of BNM and Shariah Committee of the Bank respectively) whereby it shall become unlawful or constitute irregularity for the Bank to comply with its obligations hereunder or constitute irregularity for the Bank to comply with its obligations hereunder or to make available the Facility, the Bank’s commitment to make or maintain the Facility will therefore end in respect of any future availability of the Facility and the Facility shall be cancelled to such extent upon notice to the Customer of the happening of such event once the Bank is aware of any such event thereof. The Customer shall upon being so notified, be obliged to forthwith upon demand refund to the Bank all monies paid to the Customer together with any other monies covenanted to be paid by the Customer under and in relation to this Agreement.

(b) Any notification by the Bank concerning any of the matters referred to Section 15.27(i) above

shall, save for any manifest error be conclusive and binding on the Customer.

(c) The Bank shall not be liable for any failure in performing any of their obligations hereunder or any claim in respect of any loss, damage or injury to earnings, profit, goodwill or business caused directly or indirectly or other fault if such failure, loss, damage or other fault is caused by circumstances beyond the reasonable control of the Bank including but not limited to any fire, earthquake, flood, epidemic, accident, explosion, casualty, lockout, riot, civil disturbance, act of public enemy, natural catastrophe, embargo, war or act of God.

(d) Notwithstanding anything to the contrary in this Agreement or any other document or in any

law, the Bank shall not be liable in any manner whatsoever (and whether in law or in equity or otherwise) and under any circumstances whatsoever to any Security Party(ies) or any other person whosoever for any delays whatsoever:

(i) in the preparation, execution or perfection of any of the Transaction Documents; (ii) in the satisfaction of any of the conditions for the disbursement/utilisation of the Facility

or any part thereof; (iii) in the disbursement/ utilisation of the Facility or any part thereof; (iv) in effecting or otherwise in connection with any indulgence (including but not limited

to the release or discharge of any document or security) agreed to be extended, granted or permitted by the Bank to the Customer or any other Security Party(ies) or any person whomsoever whether providing security for the Facility or otherwise; or

(v) in the preparation, issue, execution, delivery, submission, perfection or registration of any redemption statement, undertaking, release, reassignment, discharge or other


document or instrument whatsoever in relation to the redemption, release, reassignment or discharge of any security under the Transaction Documents;

howsoever caused (including but not limited to by reason of any negligence or default on the part of the Bank) or for any and/or all consequences arising from any such delay (including but not limited to any loss or damage whatsoever howsoever arising from any such delay which may be incurred or suffered by any Security Party(ies) or any other person whomsoever). SECTION 15.28 ANTI-MONEY LAUNDERING AND ANTI TERRORISM FINANCING

AND PROCEEDS OF UNLAWFUL ACTIVITIES ACT 2001

(a) The Customer represents and warrants that: (i) unless and until the Customer notifies the Bank to the contrary in writing:

(aa) the Customer is the principal in relation to the Facility;

(bb) no person other than the Customer has or will have any interest in the Facility; and

(cc) all monies which will be paid to the Bank, all collateral and/or

guarantees in favour of the Bank to secure the Facility shall come from a lawful source of activity and not unlawful activities, as defined under the Anti Money Laundering and Anti Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“AMLATFA”).

(ii) on notification that the Customer is an intermediary for other persons:

(aa) the Bank may require, and the Customer agrees and undertakes to provide verification of the identity of the beneficiary and such other information as the Bank may require, including but not limited to certified true copies of any authorisation to act or documents that may be required for the purposes of verifying the information provided by the Customer, which copies may thereafter be retained by the Bank;

(bb) the Customer further declares and certifies that the necessary “know-

your-client” checks have been conducted including but not limited to the identity, existence, address and nature of the business of the beneficiary, it being confirmed by the Customer that the monies, funds or collateral are from a lawful source of activity and not unlawful activity as defined under the AMLATFA; and

(cc) it is further hereby clearly agreed and understood that the provision of

details of the Customer’s beneficiary shall not make the Customer’s beneficiary a client of the Bank and the Bank shall be entitled to hold the Customer as the principal.

(b) In addition to Clause 15.30 (a)(i) and (ii) (AMLATFA) hereof, the Customer hereby agrees and

undertakes irrevocably and unconditionally that:

(i) the Customer shall disclose and furnish to the Bank any information required or deemed necessary and to the satisfaction of the Bank in a timely manner within the period specified by the Bank, whether or not for purposes of complying with


laws, rules, regulations, directives and guidelines of BNM and or given, made or established by the Bank;

(ii) pending receipt of information by the Bank from the Customer and until

received and verified thereof to the satisfaction of the Bank and or the relevant authorities, the Bank shall neither be obliged to proceed with any transactions or disbursements nor accept any monies, funds or collateral (“Assets”). In relation to Assets already in the possession of the Bank, the Bank shall be entitled (and authorised) to retain the Assets for the time being; any Assets requested to be returned to the Customer or any Security Party shall be returned to the Customer or Security Party after the Bank receives satisfactory clearance from the relevant authorities;

(iii) the Customer will not use the Facility for money laundering or violate any laws

relating to money laundering as defined under the AMLATFA; and

(iv) in no event shall the Bank or companies within the AmBank Group of Companies be liable for any direct, indirect, consequential or any losses whatsoever or howsoever arising or by reason of the Bank’s exercise of its duties under the laws for the time being in force, in particular but not limited to its statutory duties under the AMLATFA.

SECTION 15.29 VARIATIONS (a) VARIATION OF TERMS

It is hereby expressly agreed and declared by the parties hereto that notwithstanding any of the provisions and terms of this Agreement to the contrary, the provisions and terms of this Agreement may, to the extent permitted by the Shariah, at any time and from time to time be varied and amended by mutual consents of the parties hereto by means as the parties may agree upon from time to time and thereupon such amendments and variations shall be deemed to become effective and the relevant provisions of this Agreement shall be deemed to have been amended or varied accordingly and shall be read and construed as if such amendments and variations had been incorporated into and had formed part of this Agreement at any time of execution hereof.

(b) VARIATION OF RATE AND COMMISSION

(i) Subject to Shariah, the Bank shall be entitled from time to time to vary at its discretion

the Base Rate, rate of profit, late payment charges, commission, fees, other banking charges, change in mode of pricing and / or the applicable rest period by giving to the Customer a written notice of such intention; any variation shall be effective from the date specified in such notice for the variation. The Bank shall at least give seven (7) calendar days’ notice of the aforesaid variation to the Customer. Service of the written notice on the Customer shall be effected in accordance with Clause 15.28 (Notices).

(ii) In respect of the Base Rate, the Bank shall advertise in one daily newspaper of the Bank's choice a general notice of change of the Base Rate addressed to the public generally or by posting a notice of such variation in any of the Bank’s premises.

SECTION 15.30 INCORPORATION OF THE LETTER OF OFFER All terms and conditions of the Bank’s Letter of Offer shall be deemed to form a part of this Agreement (whether such provision is repeated herein or not) subject to such alteration variation where necessary


to make the provisions of the Letter of Offer consistent with the provisions of this Agreement, and in the event of any conflict or discrepancy between the provisions of the Letter of Offer and provisions of this Agreement, the provisions of this Agreement shall prevail for the purposes of interpretation and enforcement of this Agreement. SECTION 15.31 PRINCIPAL AND SECONDARY INSTRUMENT IT IS HEREBY AGREED AND DECLARED that this Agreement is among the instruments employed in one transaction relating to the Facility hereto within the meaning of Section 4(3) of Stamp Act, 1949 (Consolidated and Revised, 1989) and for the purpose of the said Section this Agreement is deemed to be the primary or principal instrument.

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IMPORTANT NOTICE Signatories to this document are advised to seek independent legal advice before signing this document. IN WITNESS WHEREOF the parties hereto have hereunto set/affix their respective hands/Common Seal the day and year first above written. SIGNED by ) ) as Attorney for and on behalf of ) AmBank Islamic Berhad (Company No.: 295576-U) ) (Formerly known as AmIslamic Bank Berhad) ) in the presence of:- ) ........................................................................ ....................................................................... Name: Name: Designation: Designation: *(Where the Customer is an individual) SIGNED by the Customer )

) in the presence of:- ) * to delete the whole page if not applicable ........................................................................ ....................................................................... Name: Name: Designation: Designation:


IN WITNESS WHEREOF the parties hereto have hereunto set/affix their Common Seal the day and year first above written. SIGNED by ) ) as Attorney for and on behalf of ) AmBank Islamic Berhad (Company No.: 295576-U) ) (Formerly known as AmIslamic Bank Berhad) ) in the presence of:- ) ........................................................................ ....................................................................... Name: Name: Designation: Designation: *(Where the Customer is a company) The Common Seal of the Customer ) was hereunto affixed in accordance ) with its rules and regulations ) in the presence of: - ) ........................................................................ ........................................................................ Director* Director/Secretary** Name: Name: * to delete the whole page if not applicable ** to insert the name and NRIC No. of the signatories


SCHEDULE 1 (This is to be taken read and construed as an essential part of this Agreement)

Section

No.

Item

Particulars

1.

The day and year of this Agreement

2.

Place of Business of the Bank

3.

Name and description of the Customer Address/Registered Address

4.

Descriptions of the Property

5.

The day and year of the Sale and Purchase Agreement

6. Bank’s Selling Price(s)

7. Bank’s Purchase Price(s)


8.

The date of the Letter of Offer

9.

Name of Security Party(ies)



SCHEDULE 2 CONDITIONS PRECEDENT

(Section 7.01 )

(Which is to be taken read and construed as an integral part of this Agreement)

(a) Completion of all the Letter of Offer, Master Facility Agreement, security documents and transactions evidencing the Tawarruq Arrangement including but not limited to the Purchase Request, Appointment of AmBank Islamic Berhad as Purchasing and Sale Agent, Murabahah Sale Contract and the security documents (collectively known as “Transaction Documents”). The Bank is satisfied that the execution, delivery and performance of the Transaction Documents and Security Documents have been duly authorised and approved by all necessary party(ies) and that the same do not contravene any laws, rules or regulations or any contractual or other restrictions;

(b) other confirmations as advised by the Bank’s solicitors including a confirmation that no Events of Default has occurred or is occurring;

(c) all stamp duties, registration fees, solicitors’ costs and all other sums whatsoever payable by the Customer in respect of the Transaction Documents have been duly paid;

(d) a Private Caveat or Lien-Holder Caveat shall have been duly lodged over the Property, where necessary;

(e) the Bank shall have received from the Vendor and/or the Proprietor or the Customer or such other party or parties all requisite and necessary undertakings, instruments, consents, confirmations and all other necessary documents;

(f) the Customer, the Vendor and/or Proprietor and all other relevant party or parties shall have fulfilled, in manner satisfactory to the Bank, all other conditions precedent, terms and special conditions to the payment of the Facility by the Bank as set out in the Bank’s Letter of Offer to the Customer;

(g) the Bank shall have received documentary evidence in form and substance satisfactory to it that the difference between the amount of the Facility Amount under this Agreement and the Sale and Purchase Price has been duly paid by the Customer to the Vendor;

(h) no extraordinary circumstances or adverse change, howsoever brought about or materially or adversely affect the financial condition or otherwise of the Customer or change of law or other governmental action shall have occurred and which occurrences or might makes it improbable ( in the absolute opinion of the Bank) that the Customer will be able to observe and perform the covenants and obligations or its part under this Agreement;

(i) the Bank’s solicitor would have confirmed that a search conducted on the Property reveals that the Property is free from encumbrances and, where applicable there are no restrictions in interest affecting the Property;

(j) the Customer shall have furnished to the Bank a valuation report by an independent valuer on the Bank’s panel of valuers confirming the forced value of the Property, which shall be acceptable to the Bank (if applicable);

(k) the Bank shall have received from its solicitors the result of the bankruptcy search on the Customer from the Malaysia Insolvency Department confirming that the Customer has not not been adjudged bankrupt and there is no bankruptcy or analogous proceedings commenced or threatened against the Customer or in the absence of the same, a Statutory Declaration by the Customer confirming the same;

(l) the Bank shall have received from the Vendor and/or the Proprietor the letter of undertaking in the format acceptable by the Bank:-

i. to deliver to the Bank the issue document of title/strata title to the Property free from all encumbrances when the same is issued together with a valid registerable and stamped transfer in favour of the Customer;


ii. not to encumber or further encumber the Master Title on which the Property is erected without the consent in writing of the Bank;

iii. to refund the Bank’s Purchase Price(s) or any sum of monies released in relation to this Agreement in the event:-

A. the transfer of the Property in favour of the Customer cannot be registered for any registered for any reason whatsoever; and/or

B. the Property is not completed or suspended; and/or C. the Certificate of Completion and Compliance is not issued.

(m) to produce the relevant letter of consent from the appropriate authority for the transfer

of the Property to the Customer and charge over the Property in favour of the Bank (where applicable), upon issuance of the issue document of title /strata title to the Property;

(n) the Bank shall have received certified true copies of the specimen signatories to this Agreement and all other documents notices and certificates required to be given by the Customer pursuant to this Agreement;

(o) the Bank shall have received such further certificates and opinions as it may reasonably requires as to all or any of the matters which are subject of this Section;

(p) If the property financed in encumbered to any financial institutions, the disbursement of the Facility shall be released, firstly to pay redemption sum in full to the financial institutions;

(q) the Bank shall have received from the bridging financier (if any) letter of disclaimer to exclude the Property from any foreclosure proceedings upon receipt of the specified redemption sum;

(r) in case of refinancing, where the Property is subject to an existing assignment or charge as the case may be, the Bank shall have received the redemption statement from the existing bank of the Property together with the undertaking to refund the redemption sum to the Bank in the event that the receipt and reassignment or discharge of charge as the case may be cannot be perfected for any reason whatsoever and the undertaking to forward to the Bank or the Bank’s solicitors:- i. in the event the issue document of title/strata title to the Property has been

issued, the original issue document of title/strata title as the case may be together with the duly executed Form 16N and the duplicate charge; and

ii. in the event the issue document of title/strata title to the Property has not been issued, the original Sale and Purchase Agreement and the original related agreements, or in such other format as may be acceptable to the Bank at the Bank’s absolute discretion.

(s) Payment of legal fees and disbursement incidental thereto (including the Bank’s

Solicitor fees on a solicitor – client basis); (t) Disbursement for Mortgage Reducing Term Takaful (“MRTT”) is allowed prior to

fulfillment of Clause (g) or (p) above provided the relevant Master Facility Agreement and documents and transactions evidencing the Tawarruq Arrangement including but not limited to the Purchase Request, Appointment of AmBank Islamic Berhad as Purchasing and Sale Agent, Murabahah Sale Contract have been duly executed and stamped;

(u) when required by the Bank receipt by the Bank all takaful certificates required by the Bank including but not limited to aMRTT to cover the Property against total loss incident, against the risks of fire and other risks as the Bank deems fit, which takaful plans shall be in form and content acceptable to the Bank, from a Takaful Operator on the Bank’s panel or such other Takaful Operator acceptable to the Bank;


(v) Satisfactory evidence on conversion of land into appropriate category in accordance to the project development together with certified true copies of premium receipt (where applicable);

(w) If required, consent and/or disclaimer from the debenture holder; (x) Satisfactory evidence that the conduct of existing facility to be refinanced under the

Facility is satisfactorily conducted (for refinancing only); (y) Submission of certified true copy of the Customer’s Board Resolution authorising the

acceptance of the Facility and providing the security and guarantee on the terms and conditions stated herein and specimen signatures of its authorised signatories;

(z) Submission of a certified true copy of the Customer’s Memorandum and Articles of Association and its Certificate of Incorporation, Forms 24, 44 and 49;

(aa) Receipt of the certified true copies of the Developer License and Advertising Permit (where applicable);

(bb) Receipt of the certified true copies of the relevant authorities’ approval on Building Plan (where applicable);

(cc) Receipt of a certified true copy of an irrevocable Power of Attorney which has been registered at the High Court (where applicable);

other terms and conditions as may be imposed by the Bank shall have been fulfilled to the absolute satisfaction of the Bank. The condition precedents contained herein are inserted for the sole benefit of the Bank and may be waived wholly or in part by the Bank at its discretion without prejudicing its right. Such waiver shall not prejudice the Bank from insisting on compliance by the Customer and/or Security Parties with any such waived conditions precedent at any subsequent time.



SCHEDULE 3A FORM OF PURCHASE REQUEST AND UNDERTAKING TO PURCHASE

From: (The Customer) To: AMBANK ISLAMIC BERHAD (formerly known as AmIslamic Bank Berhad) (the “Bank”) Dated: Dear Sirs, Re: MASTER FACILITY AGREEMENT DATED [XXXX]

Purchase Request and Undertaking to Purchase Facility:

I/We refer to the above matter and hereby issue this Purchase Request. In this Purchase Request, unless otherwise stated, all the terms and references shall bear the same meaning as designated to them in the Master Facility Agreement. 1. Purchase Request I/We hereby request to purchase the commodity from the Bank at the Bank’s Selling Price(s) in

according to the terms of the Master Facility Agreement or any other method as may be determined and notified by the Bank.

2. Undertaking to Purchase

Upon the Bank’s purchase of the commodity from the commodity trader, I/we hereby irrevocable undertake to purchase the same commodity from the Bank at the Bank’s Selling Price(s).

This Purchase Request shall be irrevocable (except with prior written consent of the Bank) and binding on me/us and my/our, successors in title, permitted assigns and personal representatives. I/We undertake and fully indemnify and will keep the Bank indemnified from or against any expenses, loss, damages or liabilities resulting from any defect, malfunction and/or lack of merchantable quality of the commodity or lack of fitness for use of the commodity or otherwise howsoever in connection with this Purchase Request and undertaking including against any loss in any manner whatsoever which the Bank may suffer as a result of the Bank agreeing to participate in the Tawarruq Arrangement save for gross negligence, fraud or willful misconduct by the Bank and/or its agents. With the issuance of this Purchase request, we hereby acknowledge that we understand the nature and contents of this Purchase Request. Yours faithfully, for and on behalf of [THE CUSTOMER] Name : ……………………………………………….



SCHEDULE 3B: APPOINTMENT OF AMBANK ISLAMIC BERHAD AS PURCHASING AND SALE AGENT

From: (The Customer) To: AMBANK ISLAMIC BERHAD (formerly known as AmIslamic Bank Berhad) (the “Bank”) Dated: Dear Sirs, Re: Appointment as purchasing and sale agent I/We refer to the above matter and the *[Purchase Request dated [xxxxx]] 1. I/We hereby irrevocably and unconditionally appoint the Bank as my/our absolute agent to:

(a) purchase the commodity from the Bank (in its capacity as vendor) on deferred payment terms at Bank’s Selling Price(s) on the terms and conditions as determined by the Bank on my behalf for the purpose of obtaining the necessary Shariah-compliant commodity traded in platform approved by the Bank in compliance with the terms and conditions stated in the Letter of Offer and Master Facility Agreement; Bank’s Selling Price(s) is the aggregate of commodity cost (equivalent to Facility amount) and the Bank’s profit where the profit is calculated based on the following formula: Profit: Commodity Cost (equivalent to Facility amount) x Profit Rate x Tenure

(b) to take possession (physical or constructive) of the Commodity; (c) sell the Commodity to any third party purchaser as the Bank deems fit at the price

equivalent to the (approved) Facility amount;

(d) to deliver possession and title of the Commodity to any purchaser of the Commodity;

(e) to receive proceeds from the sale of the commodity to a third party purchaser and transfer it to me in the manner deem fit and proper by the Bank on my/our behalf; ; and

(f) do all acts incidental to the above including but shall not be limited to execution of the

Tawarruq Arrangement, delivery, possession and retention of the commodity in any manner as the Bank deem fit.

2. The Bank shall at all times act as my/our undisclosed agent and the Bank shall be:

(a) authorised to sign and execute all documents and do all acts and observe and perform all obligations required to be done in connection with the appointment as agent, or imposed under any agreement of sale of the Commodity to any third party;

(b) authorised to delegate its rights and duties as an agent to any third party to do all acts necessary for the completion of the required transaction; and


(c) required to do all the administrative duties regarding the holding and the selling of the

Commodity. 3. In addition to the appointment of agency as stated above, the Bank as my/our agent is to act

and/or execute the necessary documents under the Tawarruq Arrangement (including but not limited to the Murabahah Sale Contract).

4. I/We shall be bound by any contract or agreement the Bank enters into on my/our behalf with

any third party pursuant to this appointment of agency. 5. Save for the purpose of this appointment in accordance with the terms of the Facility, the

appointment shall not create or be deemed to create a partnership or a joint venture between the parties, nor shall it establish a relationship of principal or agent in any other relationship between the me/us and the Bank.

6. I/We hereby undertake to indemnify the Bank from any losses, costs, expenses or damage that

the Bank may suffer or incur as a result of fulfilling the Bank’s agency function as set out above, save and except for any loss or damage caused by the gross negligence, fraud or willful misconduct of the Bank.

7. I/We hereby irrevocably instruct the Bank to immediately pay the proceeds of the above sale

of the commodity to the designated account for the purpose of the Facility. 8. This appointment shall cease immediately upon termination of the Facility. As used in this appointment, unless otherwise stated, all the terms and references shall bear the same meaning as designated to them in the Letter of Offer or the Master Facility Agreement. Yours faithfully, for and on behalf of [** insert name of Customer]

Name : ………………………………………………. Accepted. ...................................…………………………….. Authorised Signatory for AMBANK ISLAMIC BERHAD


SCHEDULE 4: OTHER CONDITIONS AND SPECIAL CONDITION OF APPROVAL



SCHEDULE 5: REPRESENTATION AND WARRANTIES (Section 10.01)


1. The Customer understand that the offer and availability of the Facility in the Letter of Offer and

this Agreement is conditional upon the Customer representing and undertaking that the financing by the Bank herein and the Bank’s agreement to grant or make or continue to make available the Facility to the Customer will not contravene nor be in breach of any prevailing laws or regulatory requirements or terms and conditions or provisions prescribed by or stipulated in the directives or guidelines that are or may from time to time be issued by BNM, the Association of Islamic Banking Institutions Malaysia (AIBIM) and/or any other persons or body having authority or jurisdiction over the Bank (the “Applicable Laws and Regulations”). The Applicable Laws and Regulations to which the Facility are subject shall include but are not limited to:

(a) all prevailing provisions of the IFSA and all prevailing BNM’s guidelines and directives

issued in respect thereof and all prevailing BNM’s guidelines issued pertaining or applicable to grant of Facility to persons connected to the Bank; and

(b) any financing limits or restrictions that may be imposed upon the Bank from time to time by BNM or any other governmental authority.

2. The Customer hereby represent(s) and warrant(s) to and undertake with the Bank as follows:-

(a) Power and authorisations: that the Customer and the Security Party(ies) have the full and

absolute power, right, authority and capacity to execute, deliver and perform the terms of the Transaction Documents and that there is and shall be no person or party having priority over the Bank in respect of the Property and/or the security provided by the Bank, save and except as the Bank may agree in writing in its absolute discretion;

(b) Valid and binding: that the Transaction Documents constitutes the legal, valid and binding

obligations of the Customer and/or the Security Party(ies) in accordance with their respective terms and conditions;

(c) Non-violation: that the execution, delivery and performance of the Security Documents by the

Customer and/or the Security Party(ies) do not and will not violate or contravene the provisions of:-

(i) any law, or regulation, or any order, or decree of any governmental authority, agency or

court to which the Customer and/or the Security Party(ies) is subject; (i) any mortgage, contract of whatever nature, or other undertaking, or instrument, to

which the Customer and/or the Security Party(ies) is a party or which are binding, upon the Customer and/or the Security Party(ies);

(ii) or any of the Customer’s and/or the Security Party(ies)s’ assets and will not result in the creation, imposition of or any obligation to create, or impose, any mortgage, lien, pledge or charge on any of the Customer’s and/or the Security Party(ies)s’ assets pursuant to the provisions of any such mortgage, contract, or other undertaking, or instrument;

(iv) the Customer’s Memorandum and/or Articles of Association (if applicable);


(d) Consents: that all consents, licences, approvals authorisations, orders and/or exemptions of any

Ministry, agency, department or authority in Malaysia which are required on the part of the Customer and/or the Security Party(ies) or advisable to be obtained in connection with the execution, delivery, performance, legality or enforceability of Transaction Documents and are in full force and effect and no further consent, licence, approval, authorisation, order and/or exemption is required therefore;

(e) No default: that the Customer and the Security Party(ies) is/are not in default under any

agreement to which the Customer and/or the Security Party(ies) is/are a party or by which the Customer and/or the Security Party(ies) may be bound and no bankruptcy or winding up proceedings are pending nor any litigation, arbitration or administrative proceedings are presently current, pending or threatened and which default bankruptcy, winding-up, litigation, arbitration or administrative proceedings (as the case may be) might materially affect the solvency of the Customer and the Security Party(ies) and might affect the Customer's and the Security Party(ies)’s ability to perform the Customer's and the Security Party(ies)’s respective obligation under this Agreement;

(f) IFSA: there is no violation of any provisions contained in IFSA or any prevailing laws or

regulatory requirements or directives or guidelines issued or which may from time to time be issued or amended by BNM pertaining to the grant of facilities generally or to persons connected with the Bank (“Law of Guidelines”);

(g) that the Customer have filed all tax returns which the Customer are required by law to file and

have paid or made adequate provision for the payment of all taxes, assessments, fees and other governmental charges assessed against the Customer or upon any of the Customer’s properties or assets, income or franchise or any of them;

(h) that the Customer is not in default in the payment or performance of any of the Customer’s

obligations for financing facility, or in respect of other liabilities; (i) Event of Default: no Event of Default has occurred and/or is continuing and there is no material

adverse change in the financial condition operating environment or management of the Customer or other conditions which will materially affect the ability of the Customer to perform the obligations of the Customer under this Agreement;

(j) Disclosure: the Customer has/have fully disclosed in writing to the Bank all facts relating to the

Customer and/or the Security Party(ies) including the financial statements of the Customer which have previously been submitted by the Customer to the Bank are complete and correct and fairly represent the financial condition of the Customer which the Customer knows or should reasonably know and which are material for disclosure to the Bank in the context of the Transaction Documents and the result of the operations of the Customer for the period stated are in accordance with generally accepted accounting principles applied on a consistent basis;

(k) Information: that the information including financial statements, information, particulars and

declarations furnished by the Customer in respect of the Customer’s application for the Facility in connection with the Customer and to the best of his/their knowledge and belief, each Security Party(ies), are complete, true, accurate and correct in all respects and do not contain any untrue statement or omit to state any fact the omission of which makes any statements made therein in the light of the circumstances under which they are made, misleading and all expression of expectation, intention, belief and opinion and all projections contained therein were honestly made on reasonable grounds after the due and careful inquiry by the Customer and the Customer is not aware of any material facts or circumstances that have not been disclosed to the


Bank which might, if disclosed, adversely affect the decision of a person considering whether or not to provide finance to the Customer;

(l) No immunity: the Customer and each Security Party(ies) is/are subject to civil and commercial

law with regard to his/their obligations under the Transaction Documents and the execution, delivery and performance of the Transaction Documents constitute private and commercial acts rather than governmental or public acts and neither the Customer, the Security Party(ies) not any of his/their properties enjoy any immunity on the grounds of sovereignty or otherwise in respect of his/their obligations under the Transaction Documents;

(m) Takaful: no event or circumstance has occurred, nor has there been any omission to disclose a

fact which, in any such case, to the best of the Customer’s knowledge and belief after due enquiry would entitle any takaful provider to avoid or reduce its liability under any of the takaful coverage and all takaful coverage required under the Security Documents to be effected by the Customer have been so effected and are valid and binding and in full force and effect and all contributions due have been paid;

(n) Biro Maklumat Cek (“BMC”) Guidelines: that the Customer or any Security Party(ies) of the

Customers’ or any Security Party(ies) account is not listed under the BMC Guidelines or otherwise for that matter designated as “special” under such guidelines;

(o) Corporation: if the other Security Party(ies) is/are a corporation:

(i) the other Security Party(ies) is/are duly incorporated under the relevant law; (ii) all requisite corporate shareholders or other approvals for the execution of the Security

Documents have been obtained; (iii) the Security Party(ies) is/are empowered to execute the Security Documents under

its/their Memorandum and Articles of Association; (iv) no step has been taken by the Security Party(ies), its/their creditors or any of its/their

shareholders or any other person in its/their behalf nor have any legal proceedings or applications been started or threatened under Section 176 of the Companies Act 1965 of Malaysia;

(v) no step has been taken by the Security Party(ies), its/their shareholders nor have any legal proceedings been started or threatened for the dissolution of the Security Party(ies) or for the appointment of a receiver, trustee or similar officer of the Security Party(ies), its/their assets or any of them;

(p) Approval of the Shariah Committee: that the Customer understand that this Agreement has been

endorsed by the Shariah Committee appointed by the Bank and hereby agrees and undertakes that the approval is final, conclusive and binding upon the Customer;

(q) Exclusive Purpose: that the Facility shall be exclusively applied towards the purpose stated in the Letter of Offer and the Property shall at all times be used for Shariah compliant purposes and will not be used in any manner which is in contravention with the religion of Islam;

(r) Termination: that the Customer shall not revoke, cancel and/or terminate the Sale and Purchase

Agreement or the Construction/Renovation Agreement ( as the case may be) or effect a variation thereof; and

(s) Other representation and warranties:


(i) the Bank is satisfied that no Event of Default under any agreement or arrangement referred to in this Agreement and the other Transaction Documents shall have happened and be continuing;

(ii) there shall not have been occurred any default in the performance by any part therein of any covenant or agreement contained in any of the agreements and arrangements referred to in sub-clause (i) hereof;

(iii) no extraordinary circumstances or changes of law or other governmental action shall have occurred which shall make it improbable that the Customer will be able to observe and perform the covenants and obligations on the Customer’s part to be observed and performed under the provisions of this Agreement and the other Transaction Documents;

(iv) no extraordinary circumstances or change of law or circumstances or other governmental action shall have occurred or is likely in the opinion of the Bank to occur which shall in the opinion of the Bank render it unlawful to grant the Bank on the security contemplated under the Security Documents.



SCHEDULE 6: COVENANTS (Section 11.01)


POSITIVE COVENANTS

For the purpose of this Schedule, and in the context where it is applicable:

The Customer hereby expressly covenants with the Bank that it shall at all times during the continuance of this Agreement:- (a) in the case where the issue document of title/strata title to the Property has been issued, let or

shall cause to let the Bank have custody or possession of the issue document of title/strata title to the Property so long as the Security Documents shall remain enforceable;

(b) in the case where the issue document of title/strata title to the Property has not been issued, let

or shall cause to let the Bank have the custody or possession of the original stamped copy of the Sale and Purchase Agreement and or such other agreement or document, and all other monies remain undischarged and upon issuance of the issue document of title/strata title to the Property by the appropriate authority, deliver or cause to be delivered to the Bank the issue document of title/strata title to the Property and let or shall cause to let the Bank have the custody or possession of the issue document of title/strata title to the Property so long as the Security Documents shall remain enforceable. The parties hereby agree that insofar as the law shall permit the application of Section 244 (2) of the National Land Code 1965 shall be restricted to instances where the production of any document is required for purposes of any action or matter initiated or instituted by the Government or any governmental authority department or officer and not where such document is required for any purpose or to effect any transaction conducted or initiated AND nothing contained or expressed in the said Section 244 (2) be construed as or deemed to be consent by the Bank;

(c) punctually pay or cause to pay all existing current and future quit rents, rates, taxes and all

outgoings whatsoever which are now or any time hereafter be payable in connection with or arising out of the Property and shall produce to the Bank the receipts for all such payments as aforesaid. In the event of the Customer failing to pay any monies herein covenanted to be paid, it shall be lawful for but not obligatory upon the Bank to pay the same or any part thereof and all monies expended by the Bank shall be recoverable from the Customer and shall be paid on demand being made by the Bank;

(d) keep or cause to keep the building now standing or that may hereafter be erected on the Property

and all fittings and fixtures therein in tenantable repair and condition. In default whereof it shall be lawful for but not obligatory upon the Bank at any time to enter upon the Property and to effect such repairs as may be necessary and all monies expended by the Bank shall be paid by the Customer on demand of the same being made by the Bank;

(e) observe and comply or cause to observe and comply with any conditions covenants restrictions

and category of land use express or implied, binding on the Property and will not do or omit to do or suffer to be done or omitted any act matter or thing in or in respect of the Property or any part thereof which shall contravene the provisions of any Act of Parliament, ordinance order rule regulation or law now or hereafter and shall at all times indemnify and keep indemnified the Bank against all claims, demands, actions, proceedings, costs and expenses in respect of any such act, matter or thing done or omitted to be done in contravention of such provisions;


(f) give or cause to give to the Bank within seven (7) days of the receipt of the notice of the same full particulars of any notice or order or proposal for a notice or order or proposal for an order given or issued or made to the Customer in respect of the Property or any part thereof by or on behalf of any planning, local government, public health, sanitary, housing or other authority and if so required by the Bank without delay and within the period prescribed by such notice, take or cause to take all reasonable or necessary steps to comply with the provisions of such notice or order and also at the request of the Bank and at the Customer’s cost make or join or cause to make or join with the Bank in making such objections or representations against or for in respect of any such proposal notice or order as the Bank may deem expedient;

(g) on receipt of a notice in writing from the Bank that in the opinion of the Bank any user by the

Customer of the Property or any part thereof or any building thereon whether by reason of over-crowding or for any other reason whatsoever is calculated to affect adversely the security of the Bank discontinue such user forthwith;

(h) value the Property annually or at such intervals as the Bank shall in its absolute discretion decide

by any valuer or any officer of the Bank or any person of the Bank's choice at the Customer's sole cost and expense and in the event such valuation reveals that the forced sale value of the Property is lower than that at the date hereof the Bank shall have the absolute discretion to require the Customer within fourteen (14) days from the date of the notice from the Bank to charge, pledge, mortgage or deposit with the Bank the Customer’s stocks and shares, assets, movable property and/or the issue document of title, if any, of all immovable properties vested in the Customer of such value as the Bank may from time to time require or for such tenure as the Bank so requires by way of further and additional security for the payment of the Bank’s Selling Price(s) owing for the time being under this Agreement;

(i) to furnish or cause to be furnished to the Bank with any other financial information or such other

information relating to the Customer or the business of the Customer or on any asset to be provided to the Bank as security as may reasonably be requested by the Bank from time to time;

(j) to observe and perform the terms and conditions of this Agreement or to cause to be observed

and performed the terms and conditions of this Agreement; (k) to forthwith inform the Bank of any change in the place of business or registered office or

residential address of the Customer and/or the Security Party(ies) (if applicable); (l) to comply or cause to comply with all conditions imposed and to maintain or cause to be

maintained in full force and effect all authorisations, licenses, approvals and consents referred to in Schedule 5, Clause 2(d) hereof;

(m) to forthwith notify or cause to be notified to the Bank of the occurrence of any event of default

set out in Schedule 7 hereof or of any event of default in relation to any other indebtedness of the Customer or of any other occurrence of which he becomes aware which in his reasonable opinion might adversely affect his ability to fully comply with his obligations in this Agreement.


NEGATIVE COVENANTS

The Customer hereby covenants with the Bank that it shall not, at all times during the continuance of this Agreement, without prior written consent of the Bank:- (a) sell, transfer, charge, assign or otherwise howsoever deal with the Property or any part thereof

or any interest therein or make the same subject to any burden charge encumbrance liability or lien whatsoever or make any application for the surrender of the Property or any part thereof or any interest therein or make any application for the alteration of the category of land use or for the imposition of any fresh category of land use in respect of the Property or for the rescission removal or amendment of any condition or restriction affecting the Property without the written consent of the Bank first had and obtained;

(b) lease or create a tenancy or grant any license or otherwise howsoever part with the possession or

make or accept the surrender of any lease or tenancy whatsoever of or in respect of the Property or any part thereof to any person firm or company without the consent in writing of the Bank first had and obtained which consent may be given or refused without assigning any reason thereof either absolutely or on such terms and conditions as the Bank deems fit and the decision of the Bank shall be final and conclusive, AND it is hereby expressly agreed and declared that the provisions of Section 251 of the National Land Code shall not apply to this Agreement;

(c) alter, pull down, or remove any building or fixture now or at any time hereafter erected on or

affixed to the Property or any part thereof without the consent in writing of the Bank first had and obtained and shall forthwith replace or make good the same in the event of such addition, alteration, pulling down or removal made without the Bank’s consent. Where it is intended that there is to be erected any building or buildings on the Property or that the Facility was utilised for the purposes thereof, the Customer shall complete the erection of such building or buildings in accordance with the approved plans thereof of such competent authority or authorities necessary, for the obtaining of and shall obtain a Certificate of Completion and Compliance not later than such date as the Bank may stipulate;

(d) create or permit to arise or subsist or cause to be created or permitted to arise or subsist any

Security Interest over the Property or any part thereof or all or any part of the other properties, assets, business or undertaking (both present or future) of the Customer and/or the Security Party(ies) which has been charged or is offered as security to the Bank from time to time, except: -

(i) liens arising by operation of law and securing obligations not more than thirty (30) days

overdue;

(ii) liens or rights of set off arising in the normal course of trading relating to liabilities the aggregate amount of which is in the opinion of the Bank (which opinion shall be final and binding upon the Customer and/or the Security Party(ies) ) is not material;

(iii) Security Interest which may be consented to by the Bank in writing from time to time. (e) incur, assume, guarantee or permit to exist any indebtedness except: -

(i) such financings, financing facilities or accommodation as have been disclosed in writing

to and consented to in writing by the Bank; and


(ii) any unsecured indebtedness payable on demand or maturing by its terms within twelve (12) months after the date on which it was originally incurred in either case, incurred in the ordinary course of business of the Customer;

(f) sell, transfer (save and except in the ordinary course of business of the Customer and/or the

Security Party(ies) on ordinary commercial terms and on the basis on arm’s length arrangements) or lease or otherwise dispose of all or a substantial part of its assets;

(g) breach or permit or threaten to breach any other covenants as set out in Schedule 4 hereto; (h) do or permit or cause or permitted to occur any act, thing or event whereby any takaful effected

in respect of the Property, may be or become avoided, vitiated, discharged or unenforceable; and

(i) assert any claim or allegation that any provision in or any transaction effected pursuant to the Transaction Documents and/or Security Documents contravene the Shariah.



SCHEDULE 7: EVENT OF DEFAULT (Section 12.01)


EVENT OF DEFAULT

The Customer is deemed to have committed a default if the Customer commits or threatens to commit a breach of any of the covenants, undertakings, stipulations, terms, conditions or provisions herein stipulated and without prejudice to the generality of the foregoing, whether within or beyond control of the Customer, upon the happening of any one or more of the following events: - (a) if the Customer or any Security Party(ies) fails or defaults in the payment of any one or more of

the instalments on the instalment payment dates or any other sums of money whatsoever and howsoever payable on its due date by virtue of the provisions herein contained whether formally demanded or not; or

(b) if the Customer, and/or the Security Party(ies) (as the case may be) fails to comply with any

notice given under this Agreement or any documents creating security for the Facility requiring him to remedy any breach of the terms of this Agreement or any documents creating security for the Facility within the time stipulated therein; or

(c) if any other indebtedness of the Customer, and/or the Security Party(ies) (as the case may be)

becomes, or becomes capable in accordance with the relevant terms thereof of being declared due prematurely by reason of a default by the Customer, and/or the Security Party(ies) (as the case may be) in the Customer, and/or the Security Party(ies) (as the case may be) obligations with respect to the same, or the Customer, and/or the Security Party(ies) (if applicable) fails to make any payment in respect thereof on the due date for payment or upon the security for any such indebtedness becoming enforceable; or

(d) if any step or action is taken or a resolution is passed for the winding-up, dissolution, liquidation

or bankruptcy of the Customer, and/or the Security Party(ies) (as the case may be) or a petition for winding-up or bankruptcy, as the case may be, is presented against the Customer, and/or the Security Party(ies) (as the case may be) or, if such proceedings or action has been taken by the Customer, and/or the Security Party(ies) (as the case may be), such step or petition is not discharged or stayed within twenty-one (21) days from the date of the taking of such step or petition; or

(e) if bankruptcy proceedings or winding-up or other like or similar proceedings are filed against

the Customer, and/or the Security Party(ies) (as the case may be); or (f) if a distress or execution or other process of a Court of competent jurisdiction is levied upon or

issued against any property of the Customer, and/or the Security Party(ies) (as the case may be) and such distress execution or other process, as the case may be, is not satisfied by the Customer, and/or the Security Party(ies) (as the case may be) within seven (7) days from the date thereof; or

(g) if the Customer, and/or the Security Party(ies) (as the case may be) commits a default of any

provision of any agreement or security documents, or both (as the case may be) relating to other accounts or financing facilities granted by the Bank to the Customer, and/or the Security Party(ies) (as the case may be) or other party in which the Customer, and/or the Security Party(ies) (as the case may be ) is a guarantor, or chargor or assignor; or


(h) if this Agreement / the Facility shall be challenged with regards to its or their validity by any person; or

(i) if an event has, or events have occurred, or a situation exists, which could or might, in the

opinion of the Bank prejudice the ability of the Customer or any Security Party(ies) to perform any of his/its/their respective obligations under any of the Security Documents in accordance with this Agreement; or

(j) if the Bank shall be of the opinion that the continuation of the grant of the Facility(ies), its

security or any part thereof created pursuant to this Agreement, would be likely to be detrimental to its own position or otherwise undesirable, or that its security is inadequate or in jeopardy or that any event or events has/have occurred or a situation exists which could or might prejudice the Customer’s or any of the Security Party(ies)’ ability to perform its and/or any of the Security Party(ies)’ obligation(s) hereunder in accordance with the terms hereof, or any of the Transaction Documents as the case may be; or

(k) if the Customer, and/or the Security Party(ies) (as the case may be) commits or threatens to

commit a default of any term or condition of this Agreement or any documents creating security for the Facility; or

(l) if the Customer, and/or the Security Party(ies) (as the case may be) commits or threatens to

commit a default under any of its contractual obligations with any other parties including the Bank with regards to his financing facility howsoever; or

(m) if in the absolute opinion of the Bank, the Customer’s, and/or the Security Party(ies)’ (as the

case may be) account with the Bank (including any other accounts the Customer, and/or the Security Party(ies) (as the case may be) may have with the Bank) is or has not been operated satisfactorily; or

(n) if default is made in effecting, maintaining or renewing any Takaful required to be effected,

maintained or renewed by the Customer; or (o) if before the Property is fully and completely constructed, a petition is presented for the

winding-up of the developer of the Property, if applicable; or (p) if any representation or warranty made or implied pursuant or statement made (or

acknowledged in writing to have been made) by the Customer and/or any Security Party(ies) to any provisions of this Agreement or in connection with the delivery of the Transaction Documents or any request for utilization for the Facility or pursuant to any notice, certificate, letter or other documents delivered pursuant to the terms of any document creating security for the Facility is incorrect or misleading in a material particular as of the date at which it was made or deemed to have been made or if repeated at any time with reference to the facts and circumstances subsisting at such time would not be accurate in all material respect and written notice thereof is given to the Customer and/or Security Party(ies) by the Bank requiring the remedy thereof, and the subsequent failure by the Customer and/or Security Party(ies) to remedy the same within the period stipulated thereunder; or

(q) if it is or will unlawful for the Customer, and/or the Security Party(ies) (as the case may be) to perform or comply with any one or more of the obligations of the Customer, and/or the Security Party (as the case may be) under this Agreement or any document creating security for the Facility; or


(r) if any action, condition, consent or thing at any time required to be taken , fulfilled or done for any of the purposes stated in Schedule 5, Clause 2(d) hereof is not taken, fulfilled or done or ceases to be in full force and effect without modification or any licence, authorisation, approval, consent, order or exemption referred to in Schedule 5, Clause 2(d) hereof is revoked or withheld or materially modified or is otherwise not granted or fails to remain in full force and effect; or

(s) if any of the parties to the Sale and Purchase Agreement commits a breach of any term,

stipulation, covenant or undertaking contained in the Sale and Purchase Agreement; or

(t) if legal proceedings suit or action of any kind whatsoever (whether criminal or civil) be

instituted against the Customer and/or the Security Party(ies) (as the case may be); or

(u) if any present or future security on or over the assets of the Customer, and/or the Security

Party(ies) (as the case may be) becomes enforceable; or

(v) if the Customer and/or the Security Party(ies) (as the case may be) or any party whose debts,

obligations or liabilities are guaranteed by the Customer and/or the Security Party(ies) (as the case may be) becomes insolvent, is unable to pay his debts as they fall due, stop, suspends or threaten to stop or suspend payment of all or a material part of this debts, begins negotiations or takes any proceedings or other steps with a view to readjustment rescheduling or deferral of all or any part of his indebtedness; or

(w) if the Customer and/or the Security Party(ies) (as the case may be) enters into or proposes to

enter into, or there is declaration by any competent court or authority, a moratorium on the payment of indebtedness or other suspensions of payments generally; or

(x) if a notice or proposal for compulsory acquisition of the Property or any of the other assets of

the Customer and/or the Security Party(ies) (as the case may be) or any part thereof shall be issued or made under or by virtue of an Act of Parliament or other statutory provision; or

(y) if the Customer and/or the Security Party(ies) (as the case may be) who is a natural person or

individual dies or becomes incapacitated or of unsound mind or insane or is adjudged a bankrupt or serves any custodial sentence or terminates or threatens to terminate his/their obligations under the Security Documents; or

(z) if there shall occur a material adverse change in the business, assets, financial position or

condition of the Customer and/or the Security Party(ies) (as the case may be) which in the opinion of the Bank will materially and adversely affect the ability of the Customer to perform any of its obligations under the Transaction Documents or such Security Party(ies) to perform and of its obligations under any Security Documents; and

(aa) the Property is used or occupied by the Customer for “non-Shariah” compliant purposes or

activities as determined by the Shariah Committee of the Bank;

(bb) the transfer of the Property in favour of the Customer or any of the Security Documents cannot

be registered or perfected for any reason whatsoever or the Charge cannot be registered or is invalid for any reason whatsoever;

(cc) an encumbrance takes possession of, or a trustee or administrative or other receiver or similar

officer is appointed in respect of, all or any part of the business or assets of the Customer or any Security Party(ies) or distress or any form of execution is levied or enforced upon or sued out against any such assets and is not discharged within seven (7) days after being levied, enforced


or sued out, or any security interest which may for the time being affect any of his/its/their assets become enforceable;

Each of paragraphs (a) to (cc) above is to be construed independently and no one Event of Default limits the generality of any other Event of Default.

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