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Assignment of Contract Proceeds (1st Party)

ASSIGNMENT OF CONTRACT PROCEEDS


(1st Party)
THIS ASSIGNMENT is made on the date as set out in Section 1 of the First Schedule hereto
between:
(1)

THE PARTY whose name and particulars are set out in Section 2 of the First Schedule
hereto (hereinafter called the Borrower which expression shall, where the context so
permits, include his or her or its heirs, personal representatives, estates, successors in title
and permitted assigns) of the one part; and

(2)

AFFIN BANK BERHAD (Company No. 25046-T), a company incorporated in Malaysia


with a place of business in Malaysia as stated in Section 3 of the First Schedule hereto
(hereinafter called the Bank which expression shall, where the context so permits,
include its successors in title and assigns) of the other part.

ARTICLE 1
RECITALS
Section 1.01

FACILITIES AGREEMENT

By a facilities agreement made between the Borrower and the Bank and entered into on
the date more particularly identified in Section 4 of the First Schedule hereto or, in the absence of
a facilities agreement, the letter of offer issued by the Bank and accepted by the Borrower on the
date as stated in Section 4 of the First Schedule hereto (hereinafter referred to as the Facilities
Agreement which expression shall, where the context so permits, include any amendment(s) or
variation(s) thereof and addition(s) thereto from time to time including any other instrument(s)
now or hereafter or from time to time executed supplemental thereto or in substitution thereof),
the Bank has granted and made available or agreed to grant or make available or to continue to
grant and make available to the Borrower loan or banking or credit facility or facilities from time
to time (hereinafter referred to as the Facilities) upon the terms and subject to the conditions
contained therein.
Section 1.02

EXECUTION OF ASSIGNMENT

By the terms of the Facilities Agreement, it was agreed, inter alia, that the Facilities,
interest thereon and all other moneys owing and payable by the Borrower under the terms of the
Facilities Agreement should be additionally secured by this Assignment.

ARTICLE 2
DEFINITIONS AND INTERPRETATION
Section 2.01

DEFINITIONS AND INTERPRETATION

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(a)

Except where the context otherwise requires, or unless this Assignment otherwise
provides, all words and expressions defined in the Facilities Agreement when used or
referred to in this Assignment shall have the same meaning as that provided for in the
Facilities Agreement.

(b)

Similarly, wherever applicable, the provisions of this Assignment shall be interpreted in


the same manner as the provisions of the Facilities Agreement would be interpreted.

(c)

In addition to those words and expressions already defined in the Facilities Agreement,
the following words and expressions shall, unless the context otherwise requires, have the
meaning respectively assigned to them hereunder:
Assigned
Property

All the present and future rights, title, benefits and


interests of the Borrower in and to the Contract Proceeds
assigned under or pursuant to Section 4.01 hereof.

Bank

AFFIN BANK BERHAD (Company No. 25046-T), a


company incorporated in Malaysia and having a place of
business as stated in Section 3 of the First Schedule
hereto and includes its successors in title and assigns.

Borrower

The person named in Section 2 of the First Schedule


hereto and includes his or her or its heirs, personal
representatives, estates, successors in title and permitted
assigns.

Contracts

The contract(s) set out in the Sixth Schedule and any


other contract(s) entered into from time to time and at
any time hereafter by the Borrower with any person(s)
acceptable to the Bank and references to a Contract
shall mean each or any one of them, which expression
shall include any other documents which may be
executed in substitution thereof or in addition thereto or
any amendments or variations thereto.

Contract Proceeds

All receivables, income, revenue, proceeds and such


other sum of moneys as may from time to time and
hereafter be due and payable to the Borrower by the any
person(s) pursuant to the Contracts including all other
revenue, income, proceeds and monies standing to the
credit of the Borrower of whatever kind from whatever
source in respect of the Contracts.

Counterparties

Any person(s) to the Contracts excluding therefrom the


Borrower and references to a Counterparty shall mean
each or any one of them.

Event of Default

Any of the events or states of affairs specified in Section


14.01 of the Facilities Agreement.

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Facilities

All the facilities granted or made available or agreed to


be granted or made available or to be continued to be
made available by the Bank to the Borrower now or
hereafter or from time to time in accordance with the
terms and conditions set out in the Facilities Agreement
and includes any part thereof.

Facilities Agreement

The agreement made between the Bank and the


Borrower on the date as stated in Section 4 of the First
Schedule hereto, or, in the absence of an agreement, the
letter of offer issued by the Bank and accepted by the
Borrower on the date as stated in Section 4 of the First
Schedule hereto, including all amendments, additions or
supplementary agreements or letters or correspondence
made thereafter from time to time.

Indebtedness

The aggregate of all monies whether principal, interest,


additional interests, costs, charges, commission or
otherwise outstanding or payable or agreed to be payable
by the Borrower or any Security Party from time to time
whether solely or jointly with any other person(s) and
whether as principal debtor or surety and includes all
liabilities and obligations whether present or future or
actual or contingent for the payment or repayment of all
monies by the Borrower or any Security Party in respect
of or arising from the Facilities and the Security
Documents.

Section 2.02 FACILITIES


ASSIGNMENT

AGREEMENT

INCORPORATED

INTO

THIS

All the provisions of the Facilities Agreement are, whether repeated herein or not,
incorporated into and form part of this Assignment and all representations, warranties and
covenants made therein by the Borrower shall be deemed to have been made by the Borrower
herein and references to the Borrower in the Facilities Agreement shall be read as if they were
references to the Borrower in this Assignment. Subject to such alterations or variations where
necessary to make the provisions of the Facilities Agreement consistent with the provisions of
this Assignment, in the event of any conflict or discrepancy between the provisions of the
Facilities Agreement and any of the provisions of this Assignment, the provisions of this
Assignment shall prevail for the purposes of interpretation and enforcement of this Assignment,
but only to the extent of such inconsistency, conflict or discrepancy.

ARTICLE 3
COVENANT TO PAY

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Section 3.01

COVENANT TO PAY

In consideration of the Bank entering into the Facilities Agreement with the Borrower to
make available or continue to make available the Facilities upon the terms and subject to the
conditions therein contained to the Borrower at the request of the Borrower, the Borrower hereby
agrees to pay on demand to the Bank all the Indebtedness together with interest commission
discount and all other banking charges and all costs charges and other expenses which the Bank
may incur in respect of perfecting the present security or in enforcing or obtaining payment of
such monies or in paying any expenses or outgoings whatsoever in respect of or insuring
maintaining managing or realising the Assigned Property or in defending prosecuting or
otherwise howsoever taking part in or attending at (whether on a watching brief as observer or
otherwise howsoever) any action enquiry hearing suit other proceeding whatsoever affecting the
Assigned Property and also all other payment and sums hereinafter mentioned or stipulated and
other usual bankers charges.

ARTICLE 4
ASSIGNMENT
Section 4.01

ASSIGNMENT

Pursuant to the Facilities Agreement and as security for the payment, repayment and
discharge of the Indebtedness, the Borrower as beneficial owner hereby absolutely and
irrevocably assigns and charges and agrees to assign and charge absolutely to the Bank free from
all Security Interest:
(a)

by way of a first legal assignment, all its present and future rights, title, benefits and
interests to and in each and every one of the Contracts but not any of the obligations and
liabilities thereunder and all benefits accrued and to accrue to it thereunder (including but
not limited to the Contract Proceeds and all amounts payable to or accruing to the
Borrower thereunder by the Counterparties);

(b)

(without prejudice to Section 4.01(a) above) by way of a first legal assignment, all its
present and future rights, title, benefits and interests to and in the Contract Proceeds and
all claims for damages in respect of any breach by the Counterparties under the
Contracts;

(c)

by way of a first legal assignment, all its present and future right to pursue any action,
proceeding, suit or arbitration arising in relation to any of the rights assigned to the Bank
pursuant to this Section 4.01 and to enforce such rights in the name of the Bank.

(d)

by way of equitable assignment, all its present and future rights, title and interests in and
to any amendment or supplement to the Contracts (to the extent not already expressed to
be assigned by the preceding sub-sections).

Section 4.02

NOTICE OF ASSIGNMENT

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Without prejudice to the other provisions of this Assignment, the Borrower shall in
respect of the Assigned Property, forthwith on the date of this Assignment in relation to any
Assigned Property existing at the date hereof and forthwith after any Assigned Property is created
or effected hereafter:
(a)

issue a notice of the assignment substantially in the form of the Fourth Schedule; and

(b)

procure the Counterparty to consent to the assignment created by this Assignment by way
of execution and delivery to the Bank of the letter of acknowledgement and consent
substantially in the form attached as the Fifth Schedule.

Section 4.03

PRESERVATION OF BORROWER'S LIABILITIES AND OBLIGATIONS

(a)

The Borrower hereby acknowledges agrees and confirms that notwithstanding the
assignment herein contained, the Borrower shall remain liable to perform all of the
obligations imposed on the Borrower under each of the Contracts and in respect of the
Assigned Property and the Bank shall not be liable to perform any of such obligations or
be liable to the Borrower, any Counterparty or any other person for the consequences of
non-performance thereof.

(b)

The Borrower shall and hereby agrees and undertakes to indemnify the Bank against all
claims, demands, actions, fines, penalties and legal proceedings whatsoever made against
or charged or imposed upon the Bank by any other person arising from or in connection
with any act or omission done or omitted to be done by the Borrower in respect of the
Contracts and the Assigned Property.

(c)

Notwithstanding anything in this Section, upon the occurrence of an Event of Default, the
Bank shall be entitled at its absolute discretion to enforce such rights, discretions and
remedies arising under this Assignment. Where so instructed by the Bank, the Borrower
shall exercise and enforce its rights, discretions and remedies arising under the Contracts
and the Assigned Property in accordance with the express written instructions of the Bank
and shall comply with all such lawful instructions and directions of the Bank without any
liability on the part of the Bank for the consequences of any action or inaction on the
Banks part under this sub-section. Without prejudice to Section 9.06 hereof, all costs
arising hereunder shall be borne by the Borrower.

(d)

It is further agreed and declared that notwithstanding this Assignment, the Bank is not
obliged to make any enquiry as to the nature or sufficiency of any payment made under
any of the Contracts or otherwise in respect of the Assigned Property or to make any
claim or take any other action to collect any monies or to enforce any rights and benefits
hereby assigned to the Bank or to which the Bank may at any time be entitled hereunder.

Section 4.04

CONTINUING SECURITY

The Borrower hereby agrees and declares that this Assignment is expressly intended to be
and shall be a continuing security for the payment of the Indebtedness, and shall continue to be
held by the Bank until all the outstanding Indebtedness, including contingent liabilities, have
been settled fully and any expired guarantees / bonds / indemnities, documentary or other credits
or any instruments whatsoever from time to time entered into by the Bank for the Borrowers

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account have been returned to the Bank, notwithstanding that the Borrower may at any time or
from time to time cease to be indebted to the Bank for any period or periods and notwithstanding:
(a)

any account or accounts of the Borrower with the Bank may from any cause whatsoever
cease to be current and notwithstanding any settlement of account or accounts or
otherwise;

(b)

any change by amalgamation consolidation or otherwise which may be made in the


constitution of the Borrower or the Bank; or

(c)

the liquidation of the Borrower whether voluntary or compulsory.

Section 4.05

RESTRICTION AGAINST OTHER CHARGES

Save and except for the Security Interest permitted under the Facilities Agreement, the
Borrower hereby declares, covenants, warrants and undertakes that there is no mortgage,
debenture (whether fixed or floating), charge, pledge, lien or other Security Interest over the
Assigned Property ranking in point of priority to or pari passu in point of security with this
Assignment and:
(a)

the Borrower shall not during the subsistence of this Assignment, without the consent in
writing of the Bank, execute any form of charge mortgage debenture (whether fixed or
floating) pledge lien or other Security Interest in respect of any of the Assigned Property;
and

(b)

this Assignment shall be without prejudice to and shall not operate so as to merge or
otherwise affect any lien or security already given by the Borrower or any Security Party
or any other security which may hereafter be given to the Bank by the Borrower or any
other Security Party or to which the Bank is entitled whether the same be for securing
repayment of the Indebtedness and whether such security is taken as additional or
collateral security or otherwise howsoever.

Section 4.06

COVENANT TO PROVIDE FURTHER SECURITY

The Borrower shall or shall cause to, at the request of the Bank charge to, or deposit, with
the Bank the stocks and shares which are legally or beneficially owned by the Borrower, the
Borrower's assets, moveable property and or the documents of title to any or all immovable
properties vested in the Borrower for any tenure by way of further and additional security for the
payment and repayment of the Indebtedness.
Section 4.07

FURTHER ASSURANCE

The Borrower shall from time to time and at any time, whether before or after the
security hereby constituted shall have become enforceable, execute and do all such transfers,
assignments, assurances, acts and things as the Bank may require for perfecting or further
assuring the security intended to be hereby constituted and for facilitating the realisation of the
Assigned Property and the exercise by the Bank of all the powers, authorities and discretions
hereby conferred on the Bank and the Borrower shall also give all notices, orders and directions
which the Bank may think expedient. For such purposes a certificate in writing signed by or on

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behalf of the Bank to the effect that any particular transfer, assignment, assurance, act or thing
required by it is required by it shall be conclusive evidence of that fact. Such further assignments
and all transfers, deeds, instruments, notices or other related documents shall be prepared by or
on behalf of the Bank at the cost of the Borrower and shall, if relevant, contain an immediate
power of sale without notice exercisable after the declaration of the occurrence of an Event of
Default and such other clauses for the benefit of the Bank as the Bank may require.

ARTICLE 5
COVENANTS IN RESPECT OF CONTRACTS
Section 5.01

COVENANTS IN RESPECT OF CONTRACTS

In addition to and without prejudice to any covenant or undertaking of the Borrower


under the Facilities Agreement, all of which are deemed to be incorporated herein, the Borrower
further covenants and undertakes with the Bank that during the continuance of this Assignment,
the Borrower shall:
(a)

comply with all warranties, obligations, liabilities or other requirement relating to the
Contracts or otherwise in relation to the Assigned Property and promptly supply the
Bank, with such information regarding the Contracts or otherwise in relation to the
Assigned Property as the Bank may from time to time request;

(b)

as soon as practicable notify the Bank of:


(i)

the entry into any Contract not already entered on the date of this Assignment or
any other documents and/or agreements by way of renewal(s) of, amendment(s)
to or variation(s) of the Contracts or addition(s) to the Contracts from time to
time executed supplemental to the Contracts or in substitution of the Contracts
and shall promptly deliver to the Bank, certified true copies of the said documents
and/or agreements as soon as they are entered into;

(ii)

the opening or proposed opening of any accounts relating to the Contracts in


respect of the Assigned Property;

(iii)

the acquisition or proposed acquisition of any property which, upon the


acquisition thereof will become part of the Assigned Property pursuant to the
terms of this Assignment;

(iv)

together with all relevant details, the occurrence of any material breach or default
or any event of which it becomes aware or which entitles any party to any
Contract to terminate or repudiate any Contract; and

(v)

any destruction, closure, nationalisation or expropriation of the works under the


Contracts or any other similar events contemplated under the Contracts or a force
majeure event as prescribed in the Contracts;

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(c)

not, without the prior written consent of the Bank, agree to any variation of any of the
Contracts, or release any party thereto from any of its obligations thereunder or exercise
any rights or powers of termination under the Contracts or otherwise in relation to the
Assigned Property;

(d)

not, without the prior written consent of the Bank, settle, compromise or abandon any
claim in relation to the Contracts in respect of the Assigned Property or any part thereof
otherwise than in accordance with the terms of the Contracts;

(e)

not take or omit to take any action the taking or omission of which may result in any
impairment of the Assigned Property or any part thereof or the security created under this
Assignment or of any of the rights created hereby or thereby;

(f)

do or permit to be done each and every act or thing which the Bank may from time to
time require to be done for the purpose of enforcing the rights of the Bank under the
Contracts in respect of the Assigned Property and this Assignment;

(g)

obtain and maintain in full force and effect all necessary consents, which are required for
the validity, enforceability or performance by it of its obligations under any of the
Contracts and in respect of the Assigned Property;

(h)

take all actions within its power to maintain in full force and effect its interests in the
Contracts and the Assigned Property;

(i)

comply with all provisions which are or are expressed to be binding on it which are
contained in the Contracts and co-operate and liase with the Counterparties with a view
to ensuring that the provisions of the Contracts are complied with at all times and will not
do or omit to do any act omission or thing which will render it in breach of the provisions
of the Contracts or which will in any way preclude or hinder the Bank from exercising its
rights in respect of the Assigned Property;

(j)

not exercise any right or power conferred on it by the Contracts in any manner which is
prejudicial or adverse to the interest of the Bank under this Assignment;

(k)

immediately upon request thereof by the Bank to furnish to the Bank at the costs and
expense of the Borrower, any document, claim, notification or report in relation to the
Contracts or the Assigned Property;

(l)

immediately inform the Bank of the occurrence of an Event of Default;

(m)

forthwith instruct the Counterparties to deal with the Bank upon occurrence of an Event
of Default; and

(n)

procure and allow the Bank to keep possession of a duly executed and stamped certified
or original copy of the Contracts as may be required by the Bank, throughout the duration
of this Assignment.

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ARTICLE 6
EVENTS OF DEFAULT AND REMEDIES
Section 6.01

EVENTS OF DEFAULT

The Indebtedness and any other monies covenanted to be paid by the Borrower under the
Facilities Agreement and/or the Security Documents to which the Borrower is a party, shall
become due and immediately repayable upon the occurrence of any of the Events of Default
under the Facilities Agreement and the Bank may exercise, without further notice and without
any statutory restriction in any jurisdiction, all the powers and discretion conferred on
mortgagees or chargees by statute or otherwise as by this Assignment varied or extended.
Section 6.02

CROSS DEFAULT

It is hereby expressly declared that any breach of the terms, conditions, stipulations and
agreements contained in the Facilities Agreement or any other Security Documents shall be
deemed to be a breach hereunder and shall entitle the Bank to enforce any or all other remedies
contained in this Assignment.
Section 6.03

REMEDIES OF THE BANK

At any time following the occurrence of an Event of Default in accordance with the
provisions of the Facilities Agreement, the Indebtedness shall become due and immediately
repayable whereupon the Bank may:
(a)

where applicable, collect, recover compromise and give a good discharge for any monies
payable by the Counterparty to the Borrower under or pursuant to the Contracts in respect
of the Assigned Property;

(b)

otherwise put into force and effect all rights, powers and remedies available to the Bank,
at law (either laws of Malaysia and/or elsewhere) or otherwise as assignee of the
Assigned Property and of the rights and obligations of the Borrower thereunder which are
assigned herein;

(c)

to deal with the monies collected and recovered under the Assigned Property in
accordance with the provisions of Section 6.05 herein; and

(d)

to take such action as may be permitted under this Assignment or by the laws of Malaysia
and/or elsewhere, as the case may be, for the collection and realization of the Assigned
Property.

Section 6.04

SETTLEMENT AND ARRANGEMENT

Upon the occurrence of an Event of Default in accordance with the provisions of the
Facilities Agreement, the Bank shall be entitled on behalf of the Borrower to enter into any
settlement or arrangement or accept any compositions or grant any waiver or time in relation to
the Borrowers rights, title, interest and benefit in and to the Assigned Property without the

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concurrence of the Borrower and such settlement or arrangement or composition or waiver or


granting of time shall be binding on the Borrower.
Section 6.05

APPLICATION OF PROCEEDS

After the security hereby created becomes enforceable, all monies and other property
held or received by the Bank shall, subject to statutory priorities (if any), be applied by the Bank:
FIRSTLY

in payment of any rents taxes assessments fees lawful outgoings and other
fees due and payable to the relevant authorities by the Borrower or any
Security Party in respect of the Assigned Property or any property charged
or assigned to the Bank as security for the Facilities;

SECONDLY

payment of any costs, charges, expenses and liabilities incurred by the


Bank and every receiver, attorney, agent, delegate or other person
appointed by the Bank under this Assignment and the Security Documents
in the execution or purported execution of this Assignment or any of the
Security Documents or in the performance of any duties or the exercise of
any powers vested in it or him;

THIRDLY

in or towards payment to the Bank of all interest then accrued and


remaining unpaid in respect of the Facilities or the balance thereof for the
time being owing;

FOURTHLY

in or towards payment to the Bank of the principal sum due and remaining
unpaid under the Facilities;

FIFTHLY

in or towards payment to the Bank of all other moneys due and remaining
unpaid under the Assignment and any or all of the Security Documents;

SIXTHLY

in or towards payment to the Bank of all other moneys due and remaining
unpaid whatsoever;

SEVENTHLY

any surplus shall be paid to such persons 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 non-interest bearing 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 realised from the
security may be sufficient to pay.
Section 6.06

INDEMNITY

In addition and without prejudice to the powers rights and remedies by these presents
conferred, the Borrower shall indemnify the Bank against any loss or expenses (including but not
limited to legal expenses on a solicitor and client basis) which the Bank may sustain or incur as a
consequence of any default in payment by the Borrower of any such sum due hereunder as well
as loss, claims, costs, demands and liabilities incurred by the Bank due to the non-performance,

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breach, termination, invalidity, contravention, infringement, revocation, rescission or repudiation


by the Borrower of any of the Contracts, including (but not limited to) any interest or fees paid or
payable on account of, or in respect of, any funds borrowed or deposits from third parties in order
to maintain the amount in default or in liquidating or re-employing such funds or deposits.
Section 6.07

DAMAGES FOR LATE PAYMENT

In addition and without prejudice to the powers rights and remedies by these present
conferred, if the Borrower shall default in the payment on due date of any moneys payable
hereunder or under the Facilities, the Facilities Agreement or this Assignment, the Borrower shall
pay to the Bank for the account of the Bank damages by way of additional interest on the overdue
sum for the period beginning on the due date and ending on the date of its actual receipt by the
Bank (both before demand as well as after judgment and irrespective of whether or not the
banker and customer relationship exists or has been terminated) at the Default Rate. Any interest
payable under this section shall be calculated and charged in accordance with the provisions of
the Facilities Agreement and until receipt in full by the Bank shall be a sum secured hereunder.
Section 6.08
(a)

PROTECTION OF THIRD PARTIES

No enquiry
No person dealing with the Bank or its attorneys or agents shall be concerned to enquire
whether the security hereby constituted has become enforceable or whether the power
exercised or purported to be exercised has become exercisable or whether any moneys
remain due upon the security of this Assignment or to see to the application of any money
paid to the Bank or its attorneys or agents and in the absence of fraud on the part of such
person such dealing shall be deemed so far as regards the safety and protection of such
person to be within the powers hereby conferred and to be valid and effectual accordingly
and the remedy of the Borrower in respect of any irregularity or impropriety whatsoever
in the exercise of such power shall be in damages only.

(b)

Discharge to purchaser:
Upon any dealing or transaction under the provisions hereincontained, the receipt of the
Bank of any moneys paid to it shall effectually discharge the purchaser or person paying
the same therefrom and from being concerned to see to the application of any amounts
paid to or by the direction of the Bank or being answerable for the loss or misapplication
thereof.

(c)

Purchaser:
In Section 6.08(b) hereof, purchaser includes any person acquiring, for money or
moneys worth, any lease of or any Security Interest over or any other interest or right
whatsoever in relation to, the Assigned Property.

Section 6.09

INVOLUNTARY LOSS

The Bank shall not be answerable for any involuntary loss happening in or about the
exercise or execution of any power conferred on the Bank by this Assignment or by statute. In or

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about the exercise or execution of any power conferred on the Bank by this Assignment or by
law, the Bank shall not be liable to the Borrower for any loss or damages incurred or alleged to
be incurred by the Borrower provided the Bank has acted in good faith. Without derogating from
the generality of the foregoing, the Bank shall not be under any duty of care whatever to the
Borrower and in particular, shall not be obliged to obtain the true or best market value of the
Assigned Property.
Section 6.10

MAKING GOOD DEFAULT

If at any time after this Assignment becomes enforceable, the Bank shall, without
prejudice to any other rights arising as a consequence of such default, be entitled (but not bound)
to make good such default and the Borrower irrevocably authorizes the Bank and its employees
and agents by way of security, to do all such things (including, without limitation, entering the
Borrowers property) necessary or desirable in connection therewith. Any monies incurred by
the Bank to make good such default shall be repayable by the Borrower to the Bank on demand
and shall form part of the Indebtedness.

ARTICLE 7
POWER OF ATTORNEY
Section 7.01

POWER OF ATTORNEY

For the consideration aforesaid, the Borrower hereby irrevocably agrees and covenants
with and undertakes to the Bank, to execute in favour of and deliver to the Bank, a power of
attorney in form and substance prescribed by the Bank (hereinafter referred to as Power of
Attorney) to enable the Bank to exercise more readily the rights, remedies and powers conferred
upon the Bank in respect of the Assigned Property.
Pursuant to the foregoing and in consideration of the premises, the Borrower hereby
irrevocably appoints the Bank or such other person or persons as the Bank may designate as its
attorney or attorneys and in the name of the Borrower or in the name of the attorney or attorneys
and on its behalf, to do all such acts and execute in its name or otherwise all such documents and
instruments as may be necessary or expedient to enable the Bank to exercise the rights, remedies
and powers conferred upon the Bank in respect of the Assigned Property or as may be necessary
or expedient to protect or otherwise perfect the interest of the Bank to the security herein created,
to issue notices of the assignment hereby created, to demand sue for and recover and take all
appropriate legal proceedings for the recovery of the whole or any part of any proceeds and other
sums assigned hereunder and to give a good receipt and valid discharge for the same and to do
and perform all whatsoever acts deeds matters and things as fully and effectually as the Borrower
could itself do, with power for such attorney or attorneys to substitute and appoint one or more
attorneys under such attorney or attorneys for all or any of the purposes aforesaid as such
attorney or attorneys shall think fit and the Borrower hereby agrees and undertakes at all times
hereafter to ratify and confirm all whatsoever the said attorney or attorneys or its or their
substitute or substitutes shall lawfully do or cause to be done in or concerning the premises by
virtue of this instrument.

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Assignment of Contract Proceeds (1st Party)

ARTICLE 8
REPRESENTATIONS AND WARRANTIES
Section 8.01

REPRESENTATIONS

The Borrower hereby represents and warrants to the Bank as follows:


(a)

Contractual obligations: that the Contracts and this Assignment when executed will
constitute legal, valid and binding obligations of the Borrower enforceable in accordance
with its terms;

(b)

Authorisations and consents: that all acts, conditions and things which are required or
advisable to be done for or in connection with the execution, delivery, performance,
legality or enforceability of this Assignment and the Contracts in accordance with its
terms have been done, performed and have happened in due and strict compliance with
all applicable laws and regulations;

(c)

Proceedings: that there are no proceedings current or pending before any court or to the
knowledge of the Borrower threatened against or affecting the Borrower and no pending
proceedings are before any government agency or administrative body or to the
knowledge of the Borrower threatened against the Borrower which if adversely
determined would materially or adversely affect the financial condition or operation of
the Borrower or impair the right to carry on the business of the Borrower substantially as
now conducted or the ability of the Borrower to discharge the Indebtedness due
hereunder or to perform its obligations under this Assignment and the Contracts and to
the best of the knowledge and belief of the Borrower, the Borrower has complied with all
applicable statutes and regulations of all government authorities having jurisdiction over
the Borrower;

(d)

Material Adverse Change: that there is no material adverse change in the financial
condition, operating environment, management of the Borrower or other conditions
which will materially affect the ability of the Borrower to perform the obligations of the
Borrower under this Assignment and the Contracts;

(e)

Owner: the Borrower is the sole and beneficial owner of the Assigned Property and no
charge, mortgage, pledge, lien or encumbrance or security interest or any claim exist on
or over any part of the Assigned Property (other than the security created by this
Assignment);

(f)

Where the Borrower is a Limited Company or other Corporation:


(i)

Status: that the Borrower is a company duly incorporated with limited liability
and validly existing under the laws of Malaysia as a separate legal entity and has
full power and authority to own assets and to carry on the business as it is now
being carried out;

(ii)

Powers: that the execution, delivery and performance of this Assignment and the
Contracts by the Borrower; (a) is or will when executed be within the corporate

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Assignment of Contract Proceeds (1st Party)

powers of the Borrower; (b) has been duly authorised by all necessary
governmental approvals; and (c) does not or will not contravene (i) any law or
any contractual restriction or regulation or any order or decree of any
governmental authority, agency or court binding on the Borrower or any licence,
permit or consent by which the Borrower or the Assigned Property or any of its
assets is bound or affected; or (ii) any provision of its Memorandum and Articles
of Association;

(g)

(h)

(iii)

Dissolution: no steps have been taken or are being taken to appoint a receiver or
a receiver and manager or liquidator to take over or wind-up the Borrower; and

(iv)

No default: neither the signing nor delivery of this Assignment nor the
performance of any of the transactions contemplated herein will:
(a)

contravene or constitute a default under any provision contained in any


agreement, instrument, law, judgment, order, licence, permit or consent
by which the Borrower or any of its assets is bound or affected; or

(b)

cause any limitation on it or the powers of its directors, whether imposed


by or contained in any document which contains or establishes its
constitution or in any law, order, judgment, agreement, instrument or
otherwise, to be exceeded;

Where the Borrower is a Natural Person or Individual:


(i)

Status: that the Borrower has the power or capacity to execute, deliver and
perform the terms of this Assignment and the Contracts;

(ii)

Powers: that the execution, delivery and performance of this Assignment and the
Contracts by the Borrower (a) has been duly authorised by all necessary
governmental approvals; and (b) does not or will not contravene any law or any
contractual restriction or regulation or any order or decree of any governmental
authority, agency or court binding on the Borrower or any licence, permit or
consent by which the Borrower or the Assigned Property or any of his/her assets
is bound or affected;

(iii)

Bankruptcy: no bankruptcy proceedings have been commenced against the


Borrower; or

(iv)

No default: neither the signing nor delivery of this Assignment nor the
performance of any of the transactions contemplated herein will contravene or
constitute a default under any provision contained in any agreement, instrument,
law, judgment, order, licence, permit or consent by which the Borrower or any of
its assets is bound or affected;

Others: such other warranties and representations as are set out in the Second Schedule.

Section 8.02

REPETITION

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Assignment of Contract Proceeds (1st Party)

The Borrower hereby acknowledges that the Bank has entered into this Assignment on
the basis of and in full reliance of the above representations and warranties and the Borrower
agrees covenants undertakes and confirms that each of the representations and warranties
contained in the preceding sub-section shall survive and continue to have full force and effect
after the execution of this Assignment and the Borrower hereby warrants to the Bank that the
above representations and warranties will be true and correct and fully observed on each date the
Facilities is utilised until the Indebtedness due hereunder have been discharged and so long as the
Facilities remains available or any monies remain to be lent or to be repaid or paid thereunder as
if repeated then by reference to the then existing circumstances.
Section 8.03

SAVING OF BANK'S RIGHTS

The Bank's rights and remedies under this Article 8 in relation to any misrepresentation
or breach of warranty shall not be prejudiced by any investigation by or on behalf of the Bank
into the affairs of the Borrower or by the execution or the performance of this Assignment or by
any other act or thing which may be done by or on behalf of the Bank in connection with this
Assignment or which might, apart from this Section, prejudice such rights or remedies.

ARTICLE 9
MISCELLANEOUS
Section 9.01

TIME

Time shall be of the essence of this Assignment but 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 upon any default on the part of the Borrower shall impair any such right, power,
privilege or remedy or be construed as a waiver thereof or an acquiescence to such default; nor
shall any action by the Bank in respect of any default or 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.
Section 9.02

CHANGES IN THE CONSTITUTION OF THE BANK OR BORROWER

(a)

This Assignment shall remain in full force and effect notwithstanding any change in the
constitution of the Borrower or any Security Party (where applicable).

(b)

This Assignment shall continue to bind the Borrower notwithstanding any amalgamation
or merger that may be effected by the Bank with any other company or companies and
notwithstanding any reconstruction by the Bank involving the formation of and transfer of
the whole or any part of its business undertaking and assets to a new company and
notwithstanding the sale and transfer of the whole or any part of the business undertaking
and assets of the Bank to another company, whether the company or companies with
which the Bank may amalgamate or merge or the company to which the Bank may
transfer the whole or any part of its business undertaking and assets either on a
reconstruction or sale or transfer as stated above shall or shall not differ from the Bank in
their or its objects, character or constitution, it being the intent of the Borrower that this
Assignment shall remain valid and effectual in all respects in favour of, against and with

15
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Assignment of Contract Proceeds (1st Party)

reference to, and that the benefit of this Assignment and all rights conferred upon the
Bank by this Assignment may be assigned to and enforced by, any such company or
companies and proceeded on in the same manner to all intents and purposes as if such
company or companies had been named in this Assignment instead of and/or in addition
to the Bank.
(c)

The security, liabilities and/or obligations created by this Assignment shall continue to be
valid and binding for all purposes whatsoever notwithstanding, in the case of the
Borrower being a natural person or an individual, the Borrowers death, bankruptcy,
mental incapacity, or in the case of the Borrower being a firm, by reason of a change in
the membership of a firm (whether by death, resignation, admission of new partners or
otherwise), or in the case of the Borrower being a corporation, the Borrowers change in
name or style or by amalgamation, liquidation, reconstruction or otherwise howsoever in
the constitution of the Borrower and it is expressly declared that no change of any sort
whatsoever in relation to or affecting the Borrower or the Bank 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 9.03

SUCCESSORS BOUND

This Assignment shall be binding upon the heirs, estate, personal representatives,
successors in title and permitted assigns of the Borrower and on the successors in title and
assigns of the Bank.
Section 9.04

TRANSFER OF SECURITY

(a)

The Bank may at any time transfer, sell, participate in secondary debt markets or assign
all or any part of its rights and benefits under this Assignment and/or securities by
assigning to any other person(s) all or any part of the Bank's rights and benefits under this
Assignment or any securities by notice to the Borrower and the Bank may disclose to
such potential assignee such information about the Borrower, its financial condition, this
Assignment and the other Security Documents to which the Borrower is a party.

(b)

All costs and expenses of the Bank and of the transferee of and incidental to such transfer
shall be payable by the Borrower and any statement or recital in the documents of
transfer of the amount then due to the Bank under and by virtue of this Assignment shall
be prima facie evidence that such amount is in fact due and shall be conclusive and
binding on the Borrower.

(c)

The Borrower shall not assign any of its rights or obligations pursuant to this Assignment
without obtaining the prior written consent of the Bank.

Section 9.05

RIGHTS OF THE BANK

In the event of default and notwithstanding anything contained herein to the contrary, the
Bank shall be entitled forthwith to take such action (whether on its own accord or through its
agent(s)) as may be appropriate against the Borrower, including action to sue and institute by
way of civil suit for the recovery of the Indebtedness either before, after or concurrently with the
action to enforce any of the Security Documents and to apply any credit balance standing to any

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account of the Borrower with any office or branch of the Bank whether in Malaysia or otherwise
with the Bank and in whatever currency towards satisfaction of the Indebtedness. Any part of the
Facilities not theretofore disbursed or utilised may be cancelled by the Bank and upon such
cancellation any part of any of the Facilities already disbursed or utilised shall become due and
immediately repayable on demand notwithstanding anything contained herein to the contrary.
Notwithstanding any other provision contained in this Assignment or in any other document, the
Bank will at all times have the right to terminate, cancel, suspend or reduce the limit of all or any
part of the Facilities and/or to require immediate payment and/or cash collateralisation or such
mortgages, charges, assignments, transfers, deposits or agreements as additional security over all
or any part of the sums actually or contingently owing to it.
Section 9.06
(a)

COSTS AND EXPENSES

Costs:
Notwithstanding that the Facilities may be cancelled or aborted for any reason
whatsoever, the Borrower shall be liable to pay all costs, fees and expenses whatsoever
(including other similar duties and penalties thereon) on a full indemnity basis in
connection with or incidental to this Assignment including the Bank's solicitors' fees (on
a solicitor and client basis) and stamp duty (including any penalties thereon) in
connection with the preparation and execution of this Assignment and the documents
related thereto. If the Indebtedness or any part thereof shall be required to be recovered
through any process of law or any other recovery process as well as contesting of and
involvement in any legal proceedings of whatsoever nature by the Bank for the protection
of or in connection with any account(s) of the Borrower, or if the said Indebtedness or
any part thereof shall be placed in the hands of solicitors for collection, such amounts
shall be payable by the Borrower on demand on a full indemnity basis, together with
interest from the date the costs and expenses are incurred to the date of full payment at
the Prescribed Rate and where applicable, Default Rate or such other rate as the Bank
may prescribe (both before and after judgment). Legal costs and expenses are payable by
the Borrower notwithstanding that the Facilities may be cancelled/aborted at any time
before completion of legal documentation. The Bank shall have the right at any time to
debit any of the Borrowers account in accordance with this section and Section 9.16(d)
(Debit) hereof.

(b)

Expenses:
The Borrower further covenants with the Bank to reimburse or pay to the Bank (on the
basis of a full indemnity) the amount of all costs, charges and expenses incurred by the
Bank in connection with:
(i)

the preparation, registration or perfecting of this Assignment (or any of the


charges herein contained) or any other document relating hereto;

(ii)

the exercise, or any attempted or purported exercise or the consideration of any


exercise, by or on behalf of the Bank of any of the powers of the Bank or any
other action taken by or on behalf of the Bank with a view to or in connection
with the recovery by the Bank of the Indebtedness from this Assignment; and

17
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Assignment of Contract Proceeds (1st Party)

(iii)

(c)

the carrying out or consideration of any other act or matter which the Bank may
consider to be for the preservation, improvement or benefit of the Assigned
Property.

Expenditure incurred by the Bank for and on behalf of the Borrower:


All moneys expended by the Bank hereunder from time to time for and on behalf of the
Borrower and for its account shall bear interest thereon at the Prescribed Rate and where
relevant, Default Rate from the date of such payments relating to insurance, quit rent,
assessment, rates, taxes, repairs, legal costs and all other outgoings including any
expenses incurred by the Bank to visit, inspect or report on the business of the Borrower
by the Bank's agent and or consultants shall be recoverable from the Borrower and shall
be repaid on demand. In default of payment, such moneys shall be deemed to form part
of the Indebtedness and to be secured hereunder and the accounts of the Borrower shall
be debited accordingly.

Section 9.07

MODIFICATION AND INDULGENCE

The Bank may at any time without previous notice to the Borrower or the Borrowers
concurrence and without in any way affecting this Assignment:
(a)

neglect or forbear to enforce any of the terms in this Assignment or any of the Security
Documents or any agreement between the Borrower and the Bank or waive such terms as
it deems fit or any breach by the Borrower of the same without prejudice to its right at
any time afterwards to act or insist to act strictly in accordance with the originally agreed
terms in respect of the existing or subsequent breach; or

(b)

determine vary renew or increase the Facilities or any credit or other facility granted to
the Borrower or any Security Party and may open or continue any account or accounts (or
both) with the Borrower or any Security Party at any branch or branches of the Bank; or

(c)

restructure or reschedule any credit or other facility granted to the Borrower, including
but not limited to varying the number and or the amount of the instalments to be paid by
the Borrower; or

(d)

grant to the Borrower or any Security Party any time or indulgence or waiver or consent
or release; or

(e)

deal with, exchange, release or modify or abstain from perfecting or enforcing any
security or other guarantee or right it may now or at any time hereafter or from time to
time have from or against the Borrower or any Security Party; or

(f)

release or discharge or compound or enter into any deed of composition with the
Borrower or any Security Party; or

(g)

vary or amend any of the terms of the Facilities or any of the Security Documents; or

(h)

renew any bills or negotiable securities; or

18
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Assignment of Contract Proceeds (1st Party)

(i)

grant further facilities, convert, vary, interchange, appropriate or substitute partly or


wholly any of the Facilities with other banking facilities.

Section 9.08

DEFECTS IN BORROWING POWERS

Where any moneys are owing and secured by this Assignment, they shall be deemed to be
so owing and so secured notwithstanding any defect informality or insufficiency in the borrowing
or other powers of the Borrower or any Security Party or in the exercise thereof which might
have been a defence as between the Borrower or such Security Party and 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 Assignment had not been created.
Section 9.09

SUSPENSE ACCOUNT

Any money received hereunder may be placed and kept to the credit of a non-interest
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 discharge of any money or liability
due or incurred by the Borrower 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 Assignment had not been created.
Section 9.10

CONSOLIDATION AND COMBINATION OF ACCOUNTS

(a)

Any provision under any law which has the effect of restricting the right of consolidation
shall not apply to the security.

(b)

It is hereby expressly agreed and declared that unless the Bank otherwise agrees, the
Borrower shall not be entitled to redeem or require the release or discharge of any
security given by the Borrower to the Bank and whether given now or hereafter except on
payment by the Borrower of not only all moneys referred to herein but also all moneys
whatsoever and howsoever owing or payable or due from the Borrower to the Bank under
any other account whether as a borrower, guarantor, 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 this
Assignment created herein shall not be discharged except on payment:

(c)

(i)

of all the Indebtedness; and

(ii)

of all other moneys due and owing to the Bank by the Borrower under any
account with the Bank whether or not and howsoever secured; and

(iii)

of all moneys secured by any other security created by the Borrower or by any
person through whom the Borrower claims in favour of or vested in the Bank.

The Bank shall be entitled (but shall not be obliged) at any time at its absolute discretion
and without notice to the Borrower to combine or consolidate or merge all or any of its

19
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Assignment of Contract Proceeds (1st Party)

accounts and liabilities with and to the Bank anywhere whether in or outside Malaysia
whether singly or jointly with any other person and may transfer or set off any sums in
credit in such accounts in or towards satisfaction of any of the Borrowers liabilities
whether actual or contingent, primary or collateral notwithstanding that the credit
balances on such accounts and the liabilities on any other accounts may not be expressed
in the same currency and the Bank is hereby authorised to effect any necessary
conversions at the Banks own rate of exchange then prevailing. The Bank shall not be
liable for any loss or damage arising from the operation of this sub-section.
Section 9.11

FURTHER CHARGE

If the Borrower shall execute or create any further or subsequent assignment charge
mortgage or encumbrance over the Assigned Property or any part thereof in favour of any other
corporation person or persons of which the Bank shall receive notice either actual or
constructive, the Bank may on receiving such notice forthwith open a new or separate account
with the Borrower in its books and if the Bank does not in fact open such new or separate
account the Bank shall nevertheless be deemed to have done so at the time when the Bank
received or was deemed to have received such notice and as from and after the time of notice all
payments in account made by the Borrower to the Bank shall (notwithstanding any legal or
equitable rule of presumption to the contrary) be placed or deemed to have been placed to the
credit of the new or separate account so opened or deemed to have been opened as aforesaid and
shall not go in reduction of the amount due by the Borrower to the Bank at the time of notice.
PROVIDED ALWAYS that nothing in this Section contained shall prejudice the security which
the Bank otherwise would have had hereunder for the payment of the moneys costs charges and
expenses herein this Assignment referred to notwithstanding that the same may become due and
owing or be incurred after the time of notice.
Section 9.12

INSTRUMENTS BEARING HIGHER INTEREST

When the payment of any Indebtedness or any other monies hereby secured or intended
so to be shall be further secured to the Bank is made by any bill of exchange promissory note
draft trust receipt or other instrument reserving a higher rate of interest to be paid in respect
thereof than that in the Facilities Agreement or hereinbefore covenanted to be paid such higher
rate of interest shall be payable in respect of such Indebtedness or other monies and nothing
contained in or to be implied from this Assignment shall affect the right of the Bank to enforce
and recover payment of such higher rate of interest or, as the case may be, the difference between
such higher rate and the rate which shall have been paid under the Facilities Agreement or
hereunder.
Section 9.13

LIEN AND OTHER SECURITIES NOT AFFECTED

Nothing herein contained shall prejudice or affect any lien to which the Bank is entitled
or any other securities which the Bank may at any time or from time to time hold for or on
account of the Indebtedness nor shall anything herein contained operate so as to merge or
otherwise prejudice or affect any bill of exchange promissory note draft trust receipt guarantee
mortgage charge lien or other security which the Bank may for the time being have for any
Indebtedness or any right or remedy of the Bank thereunder.
Section 9.14

CERTIFICATE OF INDEBTEDNESS

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Assignment of Contract Proceeds (1st Party)

It is hereby agreed that any admission or acknowledgement in writing by the Borrower,


or by any person authorised on their behalves or a judgment (by default or otherwise obtained
against any of them) or a statement of account in writing showing the Indebtedness of the
Borrower, which is duly certified by an authorised officer or agent of the Bank or a computer
generated statement from the Bank that does not require any signature issued by the Bank as to
the amount of such balances and liabilities incurred or due to the Bank or as to the rate of interest
or amount of interest payable shall be binding and conclusive evidence against the Borrower for
whatever purpose including as being conclusive evidence of Indebtedness in a court of law.
Section 9.15

ALL PAYMENTS RECEIVED TO BE PAYMENT IN GROSS

All moneys 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 not
appropriated or attributable to any specific part or item of the said Indebtedness even if applied
thereto by the Bank and if an adjudicating or receiving order shall be made against any person
liable to the Bank or any order be made, the Bank may prove for the whole of the moneys 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.
Section 9.16

PAYMENT PROVISIONS

(a)

Place of Payment: All payments to be made hereunder by the Borrower shall be made by
the Borrower in Ringgit Malaysia in immediately available funds on the due date or dates
to the Bank at the place of business of the Bank set out in Section 3 of the First Schedule
or at any other address in Malaysia which the Bank may specify in writing from time to
time save and except for Facilities in foreign currency in which case the payments may
be made in the currency in which the Facilities were provided, subject to compliance of
any foreign exchange laws and regulations to which the Bank and the Borrower are
subject.

(b)

Payments to be free and clear: All sums payable by the Borrower under this Assignment
shall be paid (i) free of any restriction or condition; (ii) free and clear of and (except to the
extent required by law) without any deduction or withholding on account of any tax, and
(iii) without deduction or withholding (except to the extent required by law) on account of
any bank charges or commission or any other charges or deductions or any other amount,
whether by way of set-off or counterclaim or otherwise. If the Borrower is required by law
to make any deduction or withholding on account of any such tax or any other amount
from any sum paid or payable by the Borrower to the Bank under this Assignment, the
Borrower shall pay such additional sum to the extent necessary to ensure that, after the
making of that deduction, withholding or payment the Bank receives on the due date and
retains (free from any liability in respect of any such deduction, withholding or payment)
a net sum equal to what the Bank would have received and so retained had no such
deduction, withholding or payment been required or made.

21
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Assignment of Contract Proceeds (1st Party)

(c)

Business Day: If any sum becomes due for payment under or pursuant to this
Assignment on a day which is not a Business Day such payment shall be made on the
next succeeding Business Day unless such next succeeding Business Day falls in another
calendar month in which event such payment shall be made on the Business Day
preceding the due date.

(d)

Debit: The Bank is hereby authorised at any time without notice to the Borrower to debit
any of the Borrower's account with the Bank in respect of the Indebtedness and all other
monies due and payable hereunder as well as debt recovery fees and other amounts and
sums of money payable by the Borrower. No such debiting shall be deemed to be a
payment of the amount due (except to the extent of any amount available in any of the
Borrowers current account) or a waiver of any event of default under any agreement
relating to the Facilities. If such debiting causes any of the Borrowers account to be
overdrawn, interest shall be charged accordingly.

Section 9.17

INDEPENDENT PAYMENT OBLIGATIONS

It is hereby expressly agreed and declared by the Borrower that each of its obligations to
pay or to repay under any of the provisions of this Assignment constitute separate and
independent obligations, shall give rise to separate and independent causes of action, shall apply
irrespective of any waiver or indulgence granted by the Bank in respect of any other obligation,
shall remain in full force and effect despite any judgment, order, claim or proof for a liquidated
amount in respect of some other obligation and may be relied upon and enforced by the Bank
independently of or simultaneously with or without having to commence any other action under
such obligations or under any of the Security Documents or having first exhausted any remedy or
having first sold or disposed of any assets, properties or undertaking which may be provided as
security to the Bank from time to time.
Section 9.18

GOVERNING LAW AND JURISDICTION

This Assignment shall be governed by and construed in accordance with the laws of
Malaysia but in enforcing this Assignment, the Bank shall be at liberty to initiate and take action
or proceedings or otherwise against the Borrower in Malaysia and/or elsewhere as the Bank may
deem fit and the parties hereto hereby agree that where any actions or proceedings are initiated
and taken in Malaysia they shall submit to the non-exclusive jurisdiction of the Courts of
Malaysia in all matters connected with the obligations and liabilities of the parties hereto under
or arising out of this instrument and the service of any writ or summons or any legal process in
respect of any such action or proceeding may be effected on the Borrower by forwarding a copy
of the writ or summons statement of claim or other legal process by prepaid registered post (or
such other mode as stipulated by law) to its address for the time being. Where served by post,
such writ summons or statement of claim or such other legal process shall be deemed to have
been served on the Borrower two (2) days after the date of posting.
Section 9.19

CHANGES IN LAW

Notwithstanding any provision to the contrary herein, in the event that by reason of the
enactment of or the making of any change in any applicable law, regulation or regulatory
requirement or in the interpretation or application thereof or the making of any request or
direction from or requirement of Bank Negara Malaysia or other fiscal or monetary authority

22
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Assignment of Contract Proceeds (1st Party)

(whether or not having the force of law) the Bank shall be of the opinion that it has or will
become unlawful or it is otherwise prohibited or prevented for it to maintain or give effect to all
or any of its obligations as contemplated by this Assignment then, notwithstanding any other
provisions herein, the Bank's obligation to advance the Facilities shall forthwith cease and or as
the case may be, the Borrower shall on demand forthwith repay the Indebtedness in full together
with accrued interest thereon and any other amount payable thereunder to the Bank.
Section 9.20

CONDITION OF DISCHARGE OR RELEASE OF BORROWER

Any settlement or discharge between the Bank and the Borrower shall be conditional
upon no security or payment to the Bank by the Borrower or any Security Party or any other
person being invalidated for any reason whatsoever or being avoided or refused or set aside by
virtue of any provision or enactment or laws relating to bankruptcy insolvency or liquidation for
the time being or from time to time in force or by virtue of any obligation to give effect to any
preference or priority and the Bank shall be entitled to recover the value or amount of any such
security or payment from the Borrower subsequently as if such settlement or discharge had not
occurred.
Section 9.21

RELEASE OF DOCUMENTS

Subject to Sections 9.10 and Section 9.20 hereto upon repayment to the Bank in full of
the Indebtedness and all other moneys payable by the Borrower, the Borrower shall be entitled to
obtain the discharge and release of the Assigned Property from the Bank at the cost and expense
of the Borrower. The Bank may in the circumstances stipulate that such discharge and release to
be in the form and be subject to such conditions as the Bank may consider appropriate.
Section 9.22

COUNTERPARTS

This Assignment may be executed in any number of counterparts, all of which taken
together and when delivered to the Bank shall constitute one and the same instrument and any of
the parties hereto may execute this Assignment by signing on such counterparts.
Section 9.23

EFFECTIVE DATE

The parties hereto agree that this Assignment shall come into force on the date as stated
in Section 1 of the First Schedule hereto irrespective of the diverse dates upon which they may
have each executed this Assignment respectively.
Section 9.24

SEVERABILITY

Any term, condition, stipulation, provision, covenant or undertaking contained herein


which is illegal, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such illegality, prohibition or unenforceability without invalidating the
remaining provisions hereof and any such illegality, prohibition or unenforceability in any
jurisdiction shall not invalidate or render illegal, void or unenforceable any such term, condition,
stipulation, provision, covenant or undertaking in any other jurisdiction.
Section 9.25

CUMULATIVE REMEDIES

23
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

The rights remedies powers and privileges provided herein are cumulative and are not
exclusive of any rights remedies powers and privileges provided by law.
Section 9.26

NOTICES

(a)

Any demand, request, notice or other communication (the Notices) by or on behalf of


the Bank or the Borrower shall be in writing.

(b)

Notices may be given or made by post, telegram, facsimile, personal delivery or such
other mode as may be allowed by the Bank. Notices shall be issued by or on behalf of the
Bank (including computer generated notices/statements that do not require any signature)
to the Borrower at the Borrowers address, facsimile number or electronic mail address as
stated in the Letter of Offer or the last known address, facsimile number or electronic
mail address notified by the Borrower in writing. The Notices are deemed delivered to
the Borrower:

(c)

(i)

in the case of post, two (2) days after the date of posting notwithstanding the
Notices are returned undelivered or unclaimed;

(ii)

in the case of telegram, on the Business Day following the date of despatch;

(iii)

in the case of facsimile, on the day of transmission;

(iv)

in the case of electronic mail, on the day of transmission provided that the Bank
has not received a failed or undeliverable message from the host provider of the
recipient within the day of transmission; or

(v)

in the case of personal delivery, at the time of delivery.

Notices by the Borrower to the Bank shall be duly signed by the Borrower or where
permitted by the Bank, by the Borrowers duly authorised signatory and served on the
Bank at the address or facsimile number as notified in writing by the Bank from time to
time. Notices are deemed received by the Bank upon actual receipt of the same except
(i)

in the case of Notices sent by facsimile after 5.00p.m., such notices shall be
deemed received by the Bank on the next Business Day; and

(ii)

where it is deemed necessary by the Bank to verify the identity of the Borrower or
the source of the Notices, the Borrower may be required to deliver at the
Borrowers own cost to the Bank such documentary evidence (including the
actual or original Notices) as may be required by the Bank. Where such
verification is required by the Bank, the Notices are deemed received by the Bank
only upon receipt by the Bank of such additional documentary evidence requested
by it.

All facsimile Notices should be followed by the original Notice to be delivered by post or
by hand, but any delay or failure by the Bank to receive the original Notice shall not
affect the validity of any act or omission by the Bank taken in reliance on the facsimile
Notice.

24
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

(d)

The Borrower agrees that the Bank may, at its sole discretion, record and monitor all oral
and written communication with the Borrower in such manner and at such times as the
Bank deems fit.

Section 9.27

AMENDMENTS AND ADDITIONAL TERMS

The terms of this Assignment herein may be varied, amended or additional terms may be
added as set out the Third Schedule hereto. In the event of any inconsistency between the
provisions of this Assignment and the terms of the Third Schedule hereto the latter shall prevail
for the purposes of this Assignment. The terms of this Assignment may also from time to time be
varied or amended by an exchange of letters and shall be effective without the necessity of
having to enter into any formal instrument or supplemental document and the relevant provisions
of this Assignment shall be deemed to have been amended or varied accordingly and shall be
read and construed as if such amendments or variations had been incorporated in and had formed
part of this instrument at the time of execution hereof. In the event of any inconsistency between
the provisions of this Assignment and the terms as varied or amended by the aforesaid exchange
of letters or formal or supplemental documents, the latter shall prevail for the purposes of this
Assignment, but only to the extent of such inconsistency, conflict or discrepancy.
Section 9.28
PERSON

CONSTRUCTION

WHERE

BORROWER

NOT

AN

INDIVIDUAL

If the name of the Borrower herein inserted is that of a limited company or other
corporation any of the provisions herein contained which primarily and literally is applicable to
the case of a single and individual person only shall be construed and take effect so as to give the
Bank hereunder a security for the moneys owing from that limited company or corporation as
identical or analogous as may be with or to that which would have been given for the moneys
owing from a single individual as if the Borrower had been a single individual and any money
shall be deemed to be so owing notwithstanding any defect informality and/or insufficiency in
the borrowing powers of the Borrower or in the exercise thereof which might be a defence as
between the Borrower and the Bank. In the case of a limited company or other corporation any
reference to bankruptcy shall be deemed to be a reference to liquidation or other analogous
proceedings and the moneys owing as aforesaid and hereby secured shall be deemed to include
any money owing in respect of debenture or debenture stock of the limited company or other
corporation held by or on behalf of the Bank.
Section 9.29

DISCLOSURE

The Borrower hereby gives consent to the Bank, its officers and agents and all persons to
whom Section 97(1) of BAFIA apply, to disclose any information relating to the Borrower and
the Borrowers account relationship or dealing relationship with the Bank, including but not
limited to details of the Facilities and this Assignment, any other security taken, transactions
undertaken and balances and positions with the Bank to all or any of the following persons
(whether in or outside Malaysia):
(a)

the Banks head office, branches, representative offices and any of its offices, branches,
related corporations, affiliates or associates in Malaysia or overseas (collectively the
Related Parties and each a Related Party) for any database or data processing

25
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

purposes or any other purposes whatsoever, notwithstanding that a Related Partys


principal place of business may be outside of Malaysia or that the Borrowers
information following disclosure may be collected, held, processed or used by any
Related Party in whole or in part outside of Malaysia;
(b)

any actual or proposed participant or sub-participant in, or assignee or participant in the


secondary debt market or novatee of the Banks rights in relation to the Borrower and this
Assignment;

(c)

any agent, contractor, professional advisor or third party service provider, which provides
services of any kind to the Bank in connection with the operation of its business who are
under a duty of confidentiality to the Bank, including but not limited to a debt collection
agent or any person(s) for the purpose of recovery of any outstanding sums due under the
Facilities;

(d)

any financial institution with which the Borrower has or proposes to have dealings;

(e)

any Security Party; and

(f)

the Central Credit Unit, the Dishonoured Cheques Information System, Financial
Intelligence Unit, Bank Negara Malaysia or any person to whom the Bank is under an
obligation to make disclosure under the requirements of any law binding on the Bank or
any of its branches or any other authority which has jurisdiction over the Bank.

Section 9.30

WAIVER

Notwithstanding the fact that the Bank may not have exercised any of the remedies
available to it immediately on default by the Borrower or that the Bank may have accepted
moneys from the Borrower after such default the Bank shall not be held to have waived its rights
or condoned or acquiesced in such default and may at any time thereafter exercise all or any of
the remedies available to it.
Section 9.31

LIEN

Without prejudice to any of the provisions herein, the Bank is deemed to have a lien over
the Assigned Property.
Section 9.32

FRESH ACCOUNTS

In the event of the Bank receiving notice that the Borrower has encumbered or disposed
of the Assigned Property or any part thereof the Bank may forthwith open a new or separate
account with the Borrower in its books (the Fresh Account) and if the Bank does not in fact
open the Fresh Account the Bank shall nevertheless be treated as if it had done so at the time of
receipt of such notice and as from and after the time of notice all monies paid by the Borrower
(notwithstanding any legal or equitable rule of presumption to the contrary) shall be credited or
be treated as having been credited to the Fresh Account so opened or deemed to have been
opened as aforesaid and shall not operate to reduce the outstanding Indebtedness at the time of
receipt of such notice and furthermore the Bank may forthwith discontinue any Facilities,
guarantee or any other facility given or granted on the Borrowers account and the Bank shall

26
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

have a lien on all monies standing to the credit of the Fresh Account PROVIDED ALWAYS that
nothing in this Section contained shall prejudice the security which the Bank otherwise would
have had hereunder for the payment of the moneys costs charges and expenses herein referred to
notwithstanding that the same may become due and owing or be incurred after the time of notice.
Section 9.33

TAXES AND WITHHOLDINGS

(a)

Payments to be free and clear: All sums payable by the Borrower under this Assignment
shall be paid (i) free of any restriction or condition; (ii) free and clear of and (except to
the extent required by law) without any deduction or withholding on account of any tax,
and (iii) without deduction or withholding (except to the extent required by law) on
account of any bank charges or commission or any other charges or deductions or any
other amount, whether by way of set-off or counterclaim or otherwise.

(b)

Grossing-up of Payments: If (i) the Borrower is required by law to make any deduction
or withholding on account of any such tax or any other amount from any sum paid or
payable by the Borrower to the Bank under this Assignment or (ii) the Bank (or any
person on its behalf) is required by law to make any deduction or withholding from
(except on account of tax on the overall net income of the Bank) any payment or
calculated by reference to the amount of any sum received or receivable by the Bank
under this Assignment, the Borrower shall notify the Bank of any such requirement or
any change in any such requirement as soon as the Borrower becomes aware of it and
shall:

(c)

(1)

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

(2)

pay such additional sum to the extent necessary to ensure that, after the making of
that deduction, withholding or payment the Bank receives on the due date and
retains (free from any liability in respect of any such deduction, withholding or
payment) a net sum equal to what the Bank would have received and so retained
had no such deduction, withholding or payment been required or made; and

(3)

as soon as the Borrower is required by law to do so, pay over to the relevant
taxation or other authorities the full amount of the deduction or withholding
which shall have been made by the Borrower and as soon as possible thereafter
furnish to the Bank a copy of the official receipt in respect thereof in the name of
the Bank, issued by the relevant taxation or other authorities and such other
documentation as the Bank may reasonably require for the purpose of the taxation
authorities of the Bank.

Continuing Obligations: Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 9.33(a) and (b) above shall survive the payment in full of the Indebtedness.

27
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

Section 9.34

INCONSISTENCIES WITH SCHEDULES

It is hereby agreed and declared between the Borrower and the Bank that the Schedules
hereto shall constitute and form an essential part of this Assignment and, in the event of any
conflict, discrepancies or variance, the special express terms and conditions set out in the
Schedules hereto shall prevail, but only to the extent of such inconsistency, conflict or
discrepancy.
Section 9.35

ADDITIONAL OR COLLATERAL SECURITY

IT IS HEREBY AGREED AND DECLARED THAT this Assignment is intended to be


and is executed as an additional security for all principal sums, interest monies and liabilities
covenanted or agreed to be paid or payable by the Borrower under or in connection with or
arising from the Facilities in relation to which full ad valorem stamp duty has been paid on the
Facilities Agreement.
[THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

28
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

THE FIRST SCHEDULE


(To be read and construed as an essential part of this Assignment)

SECTION ITEM

PARTICULARS

Date of this Assignment

* Where the Borrower


is a limited company or
other corporation
Name of Borrower

Registration/Certificate
of Incorporation No.

Registered Address

Facsimile No.

*Where the Borrower is


an Individual or Natural
Person
Name of Borrower

Passport/Identity
No.

Card

Address

29
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

THE FIRST SCHEDULE


(To be read and construed as an essential part of this Assignment)
3

Place of Business of
the Bank in Malaysia

Facsimile No.

Date
of
Agreement

Facilities

30
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

THE SECOND SCHEDULE


(To be read and construed as an essential part of this Assignment)
ADDITIONAL REPRESENTATIONS AND WARRANTIES

31
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

THE THIRD SCHEDULE


(To be read and construed as an essential part of this Assignment)
AMENDMENTS AND OR ADDITIONAL TERMS

32
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

THE FOURTH SCHEDULE


NOTICE OF ASSIGNMENT

(on the letterhead of the Borrower)


[Insert date]
To:

[Insert name of Counterparty]

NOTICE OF ASSIGNMENT
[insert description of Contract](the Contract)
We refer to the assignment (the Assignment) dated [insert date of Assignment] between
[insert name of the Borrower] (the Borrower) and AFFIN BANK BERHAD (Company
No. 25046-t) (the Bank) under which we have assigned to the Bank all our present and
future rights, title and interest in and to the proceeds in relation to the Contract (the Contract
Proceeds) including all rights to amounts from time to time and at any time payable to or
accruing to us thereunder and all claims for damages in respect of any breach of the Contract.
All terms used herein shall bear the same meaning as appearing in the Assignment.
Under the Assignment, we remain liable to perform our obligations under the Contract, and
the Bank does not assume any obligation or liability under the Contract.
We irrevocably direct you to pay any money payable or due to be paid to us under the
Contract to our account no. (insert number of account) with the Bank without any set-off or
deduction or payment to any other party, unless instructed otherwise by the Bank in writing
or other than as provided under the terms of the Contract.

This notice and the direction contained herein are irrevocable and may not be amended or
varied without the prior written consent of the Bank.
Please confirm your receipt of this notice and your consent thereto by issuing the enclosed
copy of the letter of consent to the Bank.
Yours faithfully,
[insert name of the Borrower]

____________________________
[Insert name of Authorised Signatory]
c.c.

AFFIN BANK BERHAD (Company No. 25046-T)

33
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

THE FIFTH SCHEDULE


FORM OF LETTER OF CONSENT
(letterhead of Counterparty)
[insert date]
To:
AFFIN BANK BERHAD (Company No. 25046-T)
Dear Sirs
CONSENT OF ASSIGNMENT
[insert description of Contract] (the Contract)
We refer to the assignment (the Assignment) dated [insert date of Assignment] between
[insert name of the Borrower] (the Borrower) and AFFIN BANK BERHAD (Company
No. 25046-T) (the Bank) under which the Borrower has assigned to the Bank all its present
and future rights, title and interest in and to the proceeds in relation to the Contract (the
Contract Proceeds) including all rights to amounts from time to time and at any time
payable to or accruing to the Borrower thereunder and all claims for damages in respect of
any breach of the Contract. All terms used herein shall bear the same meaning as appearing
in the Assignment.
We hereby irrevocably and unconditionally consent to the assignment of the Contract
Proceeds and acknowledge and confirm that:
(a)

we have no knowledge or notice of any assignment or agreement to assign the rights,


title or interest of the Borrower in and to the Contract Proceeds prior to the date
hereof;

(b)

the Borrower remains liable to perform its obligations under the Contract and the
Bank does not assume any obligation or liability under the Contract;

(c)

we undertake to pay all monies payable or due to be paid to the Borrower in


accordance with the Contract to [insert account no.] with the Bank without any setoff or deduction or payment to any other party, unless instructed otherwise by the
Bank in writing or other than as provided under the Contra ct; and

(d)

after we have been informed by you that your security has become enforceable, we
will treat you as the only person entitled to make and deal with the Borrowers claim
under the Contract.

Yours faithfully,
For and on behalf of
[insert name of Counterparty]

34
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

__________________________
[Insert name of Authorised Signatory]
c.c.
[insert name of the Borrower

THE SIXTH SCHEDULE


(To be read and construed as an essential part of this Assignment)
LIST OF CONTRACTS AND PARTICULARS THEREOF

35
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

[Where the Borrower is a company]


Execution under Common Seal of the Borrower
The Common Seal of
(Name of the Borrower)
was hereunto affixed
this
day of
in the presence of:

20

(Name of Director)

(Signature of Director)

(Name of Director/Secretary)

(Signature of Director/Secretary)

[if executed in West Malaysia]

I,
the High Court in Malaya practising at
hereby certify on this
day of
above company/corporation,

an Advocate and Solicitor of


, 20

, the Common Seal of the

was duly affixed to the above written instrument in my presence in accordance with the
regulations of the said company/corporation.
Witnessed my hand:

(Signature of Advocate and Solicitor)


Address:

36
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

OR

[if executed outside West Malaysia]


I,
*Notary Public / *Commissioner for Oaths
/ *Justice of the Peace / *Magistrate officiating at _________________________
hereby certify that on this __________ day of _________________________, 20____,
the
Common
Seal
of
the
above
company/corporation,
_________________________________________________________
__________________________________________ was duly affixed to the above written
instrument in my presence in accordance with the regulation of the company/corporation.
Witnessed my hand:

(Signature of *Notary Public / *Commissioner for Oaths / *Justice of the Peace / *Magistrate)
Address:

It was resolved that the Common Seal of the Borrower be affixed to this Assignment in favour
of Affin Bank Berhad which was produced to the Board and approved and on which document a
certified copy of this resolution shall be inscribed.
The above is certified to be a true extract from the minutes of the Board of Directors.

Secretary

37
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

[Where the Borrower is an individual]


Signed by:

______________________________________

__________________________________

Name of Borrower in Block Letters)

(Signature of Borrower)

I/C/Passport No:

______________________________

Address of Borrower:

______________________________

in the presence of:-

______________________________________

__________________________________

Name of Witness in Block Letters)

(Signature of Witness)

I/C/Passport No. of Witness:

___________________________

Address of Witness:

___________________________

38
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

[if executed in West Malaysia]


I
an Advocate and Solicitor of the
High Court in Malaya practising at
hereby certify that the *signature /
*thumb-mark of the donor above named was *written / *affixed in my presence on this
day of
20
and is, *to my own personal knowledge /
*according to information given to me by trustworthy and respectable persons, namely,
______________________________________________________________________________
of ___________________________________________________________________________
and __________________________________________________________________________
of ___________________________________________________________________________,
which information I verify believe, the true *signature / *thumb-mark of ___________________
______________________________________________________________________________
who has acknowledged to me that he *is / *is not of full age and that he has voluntarily executed
this instrument.

Witness my hand,

..

OR
[if executed in East Malaysia]
I
*Notary Public / *Commissioner
for Oaths / *Justice of the Peace / *Magistrate officiating at
,
hereby
certify that the *signature / *thumb-mark of the donor above named was *written / *affixed in
my presence on this
day of
20
and is, *to my own
personal knowledge / *according to information given to me by trustworthy and respectable
persons,
namely,
______________________________________________________________________________
of ___________________________________________________________________________
and __________________________________________________________________________
of ___________________________________________________________________________,
which information I verify believe, the true *signature / *thumb-mark of ___________________
______________________________________________________________________________
who has acknowledged to me that he *is / *is not of full age and that he has voluntarily executed
this instrument.
Witness my hand,
.

39
Document No. (B)({20503068 \ 00155330 v6}10)

Assignment of Contract Proceeds (1st Party)

SIGNED for and on behalf of


AFFIN BANK BERHAD
(Company No. 25046-T)
by its Attorney in the
presence of:-

)
)
)
)
)

40
Document No. (B)({20503068 \ 00155330 v6}10)

TABLE OF CONTENTS
Headings

Page

ARTICLE 1 _________________________________________________________________ 1
RECITALS __________________________________________________________________ 1
ARTICLE 2 _________________________________________________________________ 1
DEFINITIONS AND INTERPRETATION _______________________________________ 1
ARTICLE 3 _________________________________________________________________ 3
COVENANT TO PAY _________________________________________________________ 3
ARTICLE 4 _________________________________________________________________ 4
ASSIGNMENT _______________________________________________________________ 4
ARTICLE 5 _________________________________________________________________ 7
COVENANTS IN RESPECT OF CONTRACTS ___________________________________ 7
ARTICLE 6 _________________________________________________________________ 9
EVENTS OF DEFAULT AND REMEDIES _______________________________________ 9
ARTICLE 7 ________________________________________________________________ 12
POWER OF ATTORNEY ____________________________________________________ 12
ARTICLE 8 ________________________________________________________________ 13
REPRESENTATIONS AND WARRANTIES ____________________________________ 13
ARTICLE 9 ________________________________________________________________ 15
MISCELLANEOUS _________________________________________________________ 15
THE FIRST SCHEDULE _____________________________________________________ 29
THE SECOND SCHEDULE __________________________________________________ 31
ADDITIONAL REPRESENTATIONS AND WARRANTIES _______________________ 31
THE THIRD SCHEDULE ____________________________________________________ 32
AMENDMENTS AND OR ADDITIONAL TERMS _______________________________ 32

{20503068 \ 00155330 v6}


Document No. (B)(10)

THE FOURTH SCHEDULE __________________________________________________ 33


NOTICE OF ASSIGNMENT __________________________________________________ 33
THE FIFTH SCHEDULE _____________________________________________________ 34
FORM OF LETTER OF CONSENT ____________________________________________ 34
THE SIXTH SCHEDULE _____________________________________________________ 35
LIST OF CONTRACTS AND PATTICULARS THEREOF ________________________ 35

{20503068 \ 00155330 v6}


Document No. (B)(10)