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DATED THIS DAY OF 20

BETWEEN

(CUSTOMER)

AND

PUBLIC ISLAMIC BANK BERHAD


(14328-V)

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ASSET PURCHASE AGREEMENT-i
FOR MASTER FACILITY AGREEMENT-i

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PIBB/SC/3064/09/ 2019(4)
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ASSET PURCHASE AGREEMENT-i

Clause 1 - Definitions And Interpretations

Clause 2 - Purchase Of The Asset

Clause 3 - Bank's Purchase Price/The Said Facility

Clause 4 - Representations And Warranties

Clause 5 - Conditions Precedent

Clause 6 - Memorandum Of Transfer

Clause 7 - Indemnity

Clause 8 - Time

Clause 9 - Costs

Clause 10 - Waiver

Clause 11 - Notice

Clause 12 - Severability

Clause 13 - Disclosure

Clause 14 - Service Of Legal Process

Clause 15 - Successors And Assigns Bound

Clause 16 - Change In the Bank Or the Customer

Clause 17 - Payment of Outgoings

Clause 18 - Governing Law

Clause 19 - Non-Contravention Of Malay Reservation Enactment/Land Code

Clause 20 - Letter of Offer

Clause 21 - Schedules

First Schedule

Second Schedule

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THIS AGREEMENT is made the day and year stated in Section 1 of the First Schedule hereto
pursuant to the Letter of Offer made the date and year stated in Section 2 of the First Schedule hereto
BETWEEN the party whose name and description is stated in Section 3 of the First Schedule hereto
(hereinafter referred to as "the Customer") of the one part AND PUBLIC ISLAMIC BANK BERHAD
(14328-V), a company incorporated in Malaysia and having its registered office at 27th Floor, Menara
Public Bank, 146, Jalan Ampang, 50450 Kuala Lumpur and a place of business as stated in Section 4
of the First Schedule hereto (hereinafter referred to as "the Bank") of the other part.

WHEREAS

*1. On the day and year stated in Section 5 of the First Schedule hereto an agreement
(hereinafter referred to as "the Principal Agreement") was made between the party whose
name and description is stated in Section 6 of the First Schedule hereto (hereinafter referred
to as "the Vendor/Developer/Proprietor") and the Customer*/ the Customer and the Security
Party* for the sale and purchase of that parcel of land together with a permanent building
constructed or to be constructed thereon which is more particularly described in Section 7 of
the First Schedule (hereinafter referred to as "the Asset"). *The Security Party’s name and
description is stated in Section 8 of the First Schedule hereto. The total price of the Asset
payable by the Customer*/ the Customer and the Security Party* under the Principal
Agreement is as set out in Section 9 of the First Schedule hereto (hereinafter referred to as
"the Principal Agreement Price").The Customer has entered into or will be entering into a
Construction/Renovation Agreement with the party whose name and description is stated in
Section 6 of the First Schedule hereto (hereinafter referred to as “the Contractor”) to
construct/renovate the Building in accordance to the Construction/Renovation Agreement
more particularly described in Section 10 of the First Schedule hereto (hereinafter referred to
as “the Construction/Renovation Agreement”) for the price more particularly described in
Section 11 of the First Schedule hereto (hereinafter referred to as “the Construction/
Renovation Price”).
Or

*1. The Customer is the owner of all that parcel of land together with a permanent building
constructed or to be constructed thereon which is more particularly described in Section 7 of
the First Schedule (hereinafter referred to as "the Asset").

#2. The separate document of title or strata title, as the case may be, in respect of the Asset has
not been issued by the appropriate authority as at to date.

##3. By a Letter of Hibah made on the day and year as stated therein and as annexed hereto
(“Letter of Hibah 1”), between the Customer and the Security Party, more particularly
described in Section 8 of the First Schedule hereto, the Security Party solemnly and
voluntarily gave “hibah” of the Security Party’s share and interest in the Asset by way of gift to
the Customer. The Letter of Hibah 1 is attached hereto.

4. The Customer has applied to the Bank for a financing facility and the Bank has approved the
financing facility in the amount/ aggregate amount as stated in Section 12 of the First
Schedule hereto (hereinafter referred to as "the said Facility") for the purpose set out in
Section 13 of the First Schedule hereto.

5. In accordance with the financing procedure of the Bank, the Customer has agreed to sell and
the Bank, at the request of the Customer, has agreed to purchase the Asset subject to the
terms and conditions herein contained.

# Applicable where the Asset is landed property without title

## Applicable where the said Facility is secured by the Asset belonging to a third party

* Delete whichever is not applicable

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NOW IT IS HEREBY AGREED as follows :

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions : In this Agreement, unless the context otherwise requires :-

"Asset" means the Asset which is more particularly described in Section 7


of the First Schedule hereto.

"Bank" means PUBLIC ISLAMIC BANK BERHAD (14328-V), a company


incorporated in Malaysia and having its registered office at 27th
Floor, Menara Public Bank, 146, Jalan Ampang, 50450 Kuala
Lumpur and has a place of business as stated in Section 4 of the
First Schedule hereto.

"Bank's Purchase Price" means the purchase price in respect of the sale of the Asset by the
Customer to the Bank as stated in Section 12 of the First Schedule
hereto which is equivalent to the amount of the said Facility.

“Building” means the building/s erected or to be constructed on the Asset as


stated in Section 7 of the First Schedule.

“Construction/ means the construction/renovation agreement entered into or to be


Renovation Agreement” entered into between the Customer and the Contractor, if
applicable, the date of which is stated in item 10 of the First
Schedule hereto.

“credit reporting agency” means a person who carries on a credit reporting business and is
registered under the Credit Reporting Agencies Act 2010.

"Customer" means the party whose name and description is stated in Section 3
of the First Schedule hereto.

"Land Legislations" means all those laws of Malaysia governing land and shall include
the National Land Code 1965, Sarawak Land Code (Cap. 81),
Strata Title Ordinance 1995, Sabah Land Ordinance (Cap. 68),
Strata Title Act 1985, Sabah Land Ordinance (Subsidiary Titles),
Enactment (No.9 of 1972) and includes any statutory amendment or
re-enactment thereof.

"Letter of Offer" means the letter(s) of offer issued by the Bank to the Customer
granting the said Facility.

"Principal Agreement" means the agreement entered into between the Customer and the
Vendor/Developer/Proprietor for the sale and purchase of the Asset
on the day and year stated in Section 5 of the First Schedule
hereto.

"Principal Agreement means the total consideration for the Asset payable by the
Price” Customer to the Vendor/Developer/Proprietor under the Principal
Agreement as stated in Section 9 of the First Schedule hereto.

"said Facility" means the financing facility as more particularised in Clause 3


hereto in the aggregate amount/ amount as stated in Section 12 of
the First Schedule hereto granted by the Bank to the Customer for
the purpose set out in Section 13 of the First Schedule hereto.

"Vendor/Developer/ means the party whose name and description is stated in Section 6
Proprietor/Contractor" of the First Schedule hereto.

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1.2 Construction: In this Agreement, unless there is something in the subject or context
inconsistent with such construction or unless it is otherwise expressly
provided :-

(a) words denoting one gender include all other genders and words denoting the singular
include the plural and vice versa;

(b) words denoting persons include corporations and vice versa and shall include their
respective heirs, personal representatives, successors in title or permitted assigns, as
the case may be;

(c) any reference to a statutory provision includes any modification, consolidation or re-
enactment thereof for the time being in force and all statutory instruments or orders
made pursuant thereto;

(d) any reference to a "business day" is to a day other than a Saturday, Sunday and any
other day which is declared by the Federal Government as a public holiday for the
Federation or the Federal Territory of Kuala Lumpur and on which the Bank is open
for business at its place of business as stated in Section 4 of the First Schedule
hereto and on which transactions of the nature required by or pursuant to the
Agreement or the Letter of Offer (or any of them) may be carried out; and

(e) if any period of time is specified from a given day or the day of a given act or event, it
is to be calculated exclusive of that day and if any period of time falls on a day, which
is not a business day, then that period will expire on the next business day.

2. PURCHASE OF THE ASSET

2.1 In consideration of the Bank having agreed, at the request of the Customer, to grant to the
Customer the said Facility, the Customer hereby sells the Asset to the Bank and the Bank
hereby purchases the Asset free from all encumbrances but subject to those conditions and
restrictions in interest expressed or implied under the document of title to the Asset with
vacant possession at the Bank's Purchase Price subject to the terms and conditions herein
contained.

2.2 All rights, interest and title in and to the Asset purchased by the Bank from the Customer
under this Agreement shall pass to and vest in the Bank upon the execution hereof.

3. BANK'S PURCHASE PRICE/THE SAID FACILITY

3.1 The Bank hereby agrees to make available the said Facility to the Customer in the amount as
stated in Section 12 of the First Schedule hereto.

3.2 The said Facility hereby granted shall be made available during the tenure and may at the
Bank’s discretion be renewed in the manner as approved by the Bank.

3.3 Where the said Facility is granted for the purchase or construction/renovation of a property,
the said Facility shall comprise of the following:

**(i) the amount as stated in Section 1 of the Second Schedule hereto (hereinafter referred
to as "the Asset Financing Amount") for the purpose as stated in Section 13 of the
First Schedule hereto;

** Delete whichever is not applicable

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AND/OR

**(ii) the contract sum due and payable to the Contractor appointed by the Customer and
agreed to by the Bank to carry out the construction of or the renovation works on the
Building in the amount as stated in Section 2 of the Second Schedule hereto
(hereinafter referred to as "the Contract Sum");

AND/OR

**(iii) takaful contribution payable in respect of the Takaful Mortgage Plan to be taken out
on the Asset in the amount as stated in Section 3 of the Second Schedule hereto
(hereinafter referred to as "Takaful Mortgage Plan");

AND/OR

**(iv) Long Term Houseowner Takaful in respect of long term fire takaful taken out on the
Asset for the duration of the financing tenure as stated in Section 4 of the Second
Schedule hereto (hereinafter referred to as “LTHT");

AND/OR

**(v) legal fees in respect of professional fees and stamp duty payable for completion of
security documentation of the facility granted hereto as stated in Section 5 of the
Second Schedule hereto (hereinafter referred to as "legal fees").

3.4 The Bank's Purchase Price of the Asset shall be the sum equivalent to the amount of the said
Facility.

3.5 The Bank's Purchase Price shall be paid by the Bank upon fulfillment of the conditions
precedent set out in Clause 5 hereof.

3.6 Notwithstanding Clause 3.5, the Customer covenants with the Bank that if any balance of the
said Facility herein payable has not been fully disbursed by the Bank to the Customer after
the date of the first disbursement, the balance of the said Facility shall be deposited by the
Bank into a notional account maintained by the Bank (hereinafter referred to as "the
Designated Account") (and such deposit into the Designated Account shall be deemed to be
disbursement to the Customer) and payment therefrom shall be made by the Bank to the
Customer or to any third party as the Bank may deem fit upon production to the Bank of the
relevant Architect's certificate or other documentary evidence satisfactory to the Bank
certifying that the progress works in respect of which claims for payment are requested for,
have been duly carried out and completed or that the payment is due.

3.7 The Bank hereby covenants with the Customer that in the event the said Facility covenanted
to be paid herein by the Customer shall exceed the Principal Agreement Price or the
Construction/Renovation Price, as the case may be, or the balance thereof remaining unpaid
by the Customer to the Vendor/Developer/Proprietor/Contractor, the Bank shall pay to the
Customer the balance of the said Facility PROVIDED THAT the Customer shall have
executed all agreements and documents as may be necessary and all such agreements and
documents shall have been duly stamped and presented for registration with the relevant
authorities.

** Delete whichever is not applicable

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3.8 The Customer hereby covenants with the Bank that in the event the Asset Financing Amount
or the Contract Sum, as the case may be, shall be less than the Principal Agreement Price or
the Construction/Renovation Price or the balance remaining unpaid by the Customer to the
Vendor/Developer/Proprietor/Contractor, as the case may be, the Customer shall at the
request of the Bank or the Vendor/Developer/Proprietor/Contractor or such other party
forthwith pay to the Vendor/Developer/Proprietor/Contractor or such other party the difference
between the Asset Financing Amount and the Principal Agreement Price or the balance
thereof remaining unpaid or the Contract Sum and the Construction/Renovation Price or the
balance thereof remaining unpaid so as to give effect to the provisions of this Agreement.

3.9 Notwithstanding the provisions of Clause 3.6 above, the Bank shall be at liberty and is hereby
irrevocably authorised by the Customer at the Bank's discretion and wherever applicable pay
the whole or any part of said Facility to the Vendor/ Developer/Proprietor/Contractor or such
other party in accordance with such undertakings which the Bank may give or require from
the Vendor/ Developer/Proprietor/Contractor or such other party as the Bank may in its
discretion deem expedient or to the builder, architect or such other person responsible for or
concerned with the construction works and/or delivery of the Asset or to any solicitor or firm of
solicitors purporting to act for the Bank or the Customer or the Vendor/Developer/
Proprietor/Contractor and that all advances and payments to such aforesaid person or
persons shall for all purposes form part of the moneys secured by and payable under this
Agreement and that the acknowledgement or receipt of such person or persons shall be as
good sufficient and effective as if the same had been made or given by the Customer
personally.

It is hereby further expressly declared and agreed by the Customer that the authority hereby
granted to the Bank under this Agreement to release, advance or pay the whole of the said
Facility or part or parts thereof or to give such undertakings in respect of the same to any of
the aforesaid persons shall not be revoked at any time and in particular shall not be revoked
by any purported exercise by the Customer of any right of set-off the Customer may have
against the Vendor/Developer/Proprietor/Contractor or such other party or any of the
aforesaid persons for any reason whatsoever.

AND PROVIDED ALWAYS THAT the Customer hereby covenants, undertakes and agrees to
indemnify and keep the Bank indemnified against all actions, proceedings, costs, expenses,
claims and demands which may be taken, incurred or suffered by the Bank arising from the
aforesaid undertakings given by the Bank to the Vendor/Developer/Proprietor/Contractor,
builder, architect or such other person responsible for or concerned with the construction
works of the Asset or such other party to whom such payment is due or to any solicitor or firm
of solicitors purporting to act for the Bank or the Customer or the Vendor/Developer/
Proprietor/Contractor or such other party or to any persons as the Bank may at its discretion
deem necessary or the aforesaid persons.

3.10 The said Facility shall be made available by the Bank for utilisation into the Designated
Account.

3.11 The utilisation of such amount from the Designated Account shall be effected from time to
time by cheques drawn on the Bank by the Customer or by such other modes as may be
agreed to between the Customer and the Bank.

3.12 The availability of the said Facility in the Designated Account in the above stated manner by
the Bank shall be deemed to be effective payment thereof to the Customer.

3.13 The said Facility shall be utilised only towards the purpose as set out in Section 13 of the First
Schedule hereto unless otherwise agreed in writing by the Bank. The Bank however shall not
be under any obligation to see into the manner of utilisation of the said Facility by the
Customer.

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PIBB/SC/3064/09/2019(4)
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4. REPRESENTATIONS AND WARRANTIES

4.1 The Customer hereby represents, warrants and undertakes with the Bank as follows:-

(a) that he has the power or capacity to execute, deliver and perform the terms of this
Agreement and all other agreements related thereto;

(b) that this Agreement, the Letter of Offer and all other agreements related hereto
constitute the legal, valid and binding obligations of the Customer;

(c) that the execution, delivery and performance by the Customer of this Agreement, the
Letter of Offer and all other agreements related hereto do not and will not violate or
contravene the provisions of:-

(i) any law or regulation or any order or decree of any governmental authority,
agency or court to which he is subject;

(ii) any contract or whatever nature or other undertaking, or instrument, to which


he is a party or which are binding upon him or any of his assets and will not
result in the creation or imposition of or any obligation to create or impose,
any mortgage, lien, pledge or charge on any of his assets pursuant to the
provisions of any such contract or other undertaking or instrument;

(d) that all consents or licences or approval or authorisation or orders and exemptions of
any Ministry, agency, department or authority in Malaysia which are required or
advisable to be obtained in connection with the execution, delivery, performance,
legality or enforceability of this Agreement, the Letter of Offer and all other
agreements related hereto or any of them have been obtained and are in full force
and effect and no further consent, licence, approval, authorisation, order or
exemption is required therefor;

(e) that he is not in default under any agreement to which he is a party or by which he
may be bound and no obligation, arbitration or administrative proceedings are
presently current or pending or threatened and which default, litigation, arbitration or
administrative proceedings (as the case may be) might materially affect his solvency
or might affect his ability to perform his obligations hereunder; and

(f) that the information furnished by the Customer to the Bank in connection with the said
Facility including information relating to the Asset and/or the Customer's payment
capability in relation to the said Facility and/or his financial or asset position does not
contain any untrue statement or omit to state any fact the omission of which makes
the statement misleading in the light of the circumstances under which they were
made and all expression of expectation intention belief and opinion contained herein
have been honestly and reasonably made by the Customer.

4.2 Survival provisions : The representations and warranties set out in Clause 4.1 shall be correct
and accurate in all respects and shall survive the signing and delivery of this Agreement.

5. CONDITIONS PRECEDENT

5.1 Conditions to be complied: Notwithstanding any other provisions contained herein, the Bank
shall not be bound to release the said Facility or any part thereof under this Agreement unless
the Customer shall have executed all agreements and documents as may be necessary and
all such agreements and documents have been duly stamped and presented (if necessary)
for registration with the relevant authorities and the Customer shall have complied with all
conditions precedent to the release of the said Facility as stated in the Letter of Offer and the
Bank is satisfied that :-

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(i) the proceeds of the said Facility will be utilised by the Customer for the purpose set
out in Section 13 of the First Schedule hereto;

(ii) no extraordinary circumstances or change of law or other governmental action shall


have occurred which shall make it improbable that the Customer will be able to
observe and perform the covenants and obligations on its part to be performed under
this Agreement and the documents related hereto.

PROVIDED ALWAYS that notwithstanding the non-fulfillment of any one or more of the
conditions precedent set out hereinabove, the Bank may without prejudice to any of its
powers, privileges or remedies contained herein and upon such terms and subject to such
conditions as the Bank sees fit to impose, allow the Customer to utilise the said Facility or any
part thereof.

6. MEMORANDUM OF TRANSFER

6.1 In consideration of the Bank agreeing to pay such persons as herein provided and/or the
Customer the said Facility and to complete the purchase in the manner provided the
Customer shall execute and deliver to the Bank or its solicitors a valid and registrable
Memorandum Of Transfer in respect of the Asset in favour of the Bank or its nominees
together with the issue document of title free from all encumbrances and all other relevant
documents necessary for registering the Bank or its nominee as the proprietor of the Asset.

7. INDEMNITY

7.1 The Customer shall at all times hereafter indemnify and keep the Bank indemnified against all
losses, damages, claims, proceedings, demands, actions, penalties and expenses which may
be made or brought at any time by any party or parties against the Bank for any act or default
under or for any breach of any provision of this Agreement by the Customer or that may be
incurred suffered or sustained by the Bank as a result thereof and the Customer shall
promptly upon a demand being made by the Bank pay to the Bank all amounts so paid
incurred, suffered or sustained by the Bank.

8. TIME

8.1 Time wherever mentioned herein shall be of the essence of this Agreement.

9. COSTS

9.1 The stamp duty on this Agreement, all duties, taxes, fees, expenses and charges of and in
connection with this Agreement and other related documents hereto and, in the event of the
Bank having to take legal action against the Customer under this Agreement, all costs and
expenses incurred by the Bank thereby (including the Bank's solicitor's costs on a solicitor
and client basis) shall be borne and paid entirely by the Customer.

10. WAIVER

10.1 Knowledge or acquiescence by the Bank of or in any breach of any of the conditions or
covenants herein contained shall not operate as or be deemed to be a waiver of such
conditions or covenants. Notwithstanding such knowledge or acquiescence the Bank shall be
entitled to exercise its rights under this Agreement and to require strict performance by the
Customer of terms and conditions herein contained.

11. NOTICE

11.1 Any notice required to be given by the Customer to the Bank or by the Bank to the Customer
hereunder shall be sent by prepaid post to the address mentioned herein or the last known
address/addresses of the Customer or the Bank's branch, address herein or the last known
address of the branch, as the case may be, and shall be duly delivered 48 hours after the

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notice was put in the post. In proving delivery it shall be sufficient to prove that the same was
properly addressed and put in the post.

11.2 Any notice of change of address by the Bank may be given by way of advertisement of public
notice in any daily newspaper and such change of address shall take effect from the date
specified in the notice.

11.3 Any request for access to or change in the credit or personal information of the Customer
shall be promptly notified to the Bank.

12. SEVERABILITY

12.1 Any term, condition, stipulation, provision, covenant or undertaking of this Agreement which is
illegal, prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be
ineffective to the extent of such illegality, voidness, prohibition or unenforceability without
invalidating the remaining provisions hereof and any such illegality, voidness, 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.

13. DISCLOSURE

13.1 The Customer understands that in order to provide or continue to make available the said
Facility pursuant to the terms of the Letter of Offer and this Agreement, personal or credit
information of the Customer may be disclosed to, shared with or received from relevant third
parties, bodies, bureaux, corporation or credit reporting agencies more particularly stated
below. The Bank will not be able to provide or continue to provide the Customer with the said
Facility unless the Bank can disclose, share with or receive such personal or credit
information from the said relevant third parties.

13.2 The Customer hereby consents and authorises that his personal and credit information
relating to the said Facility granted to or to be granted to him or agreed to be granted to him
or hereafter may be agreed to be granted to him may be forwarded or made known by the
Bank to the Bank’s holding company, Public Bank Berhad and to Public Bank Berhad’s
subsidiaries and related companies including without limitation Public Investment Bank
Berhad for the purposes and to give effect to the terms of this Agreement including for that
stated in Clause 13.5 herein.

13.3 The Customer hereby consents and authorises that all information relating to the said Facility
granted to the Customer may be forwarded to any bureau or agencies established or
approved by Bank Negara Malaysia (BNM) or registered and licensed under the Credit
Reporting Agencies Act 2010 including the Central Credit Bureau, the Borrower Loans
Information System, Dishonoured Cheque Information System (DCheqs), Central Credit
Reference Information System (CCRIS), FIS Data Reference Sdn Bhd (FIS), RAM Credit
Information Sdn Bhd (RAMCI), CTOS Data Systems Sdn Bhd (CTOS), Credit Bureau
Malaysia Sdn Bhd (CBM), Dun & Bradstreet (Malaysia) (D&B), Basis Corporation Sdn Bhd
(Basis) and other bodies, bureau, corporations or credit reporting agencies, as the case may
be, for the purpose of collecting information from financial institutions regarding facilities
granted or the accounts maintained with such financial institutions.

13.4 The Customer hereby further consents and authorises that all information, records and
documents relating to the said Facility may be forwarded to Cagamas Berhad or such body or
corporation, as the case may be, in the event the said Facility or part thereof is sold to them
or either one of them.

13.5 The Customer hereby agrees that as long as this Agreement continues and/or as long as any
monies due thereunder remain outstanding, the Bank shall be entitled to disclose information
on the Customer (including information on the Customer's business and accounts, present or
future) with the Bank to the Bank’s holding company, Public Bank Berhad and to companies
which are or which in the future may be a subsidiary or related company of Public Bank

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Berhad, and that Public Bank Berhad and its subsidiaries and related companies shall also be
entitled to disclose to the Bank and to each other information they have on the Customer.

14. SERVICE OF LEGAL PROCESS

14.1 The service of any legal process may be delivered to or sent by prepaid registered or ordinary
post to the respective address for service which shall be the same as the address specified in
Clause 11.1 hereof and such legal process shall be duly served if it is delivered by hand at
the time of delivery and if it is sent by prepaid or ordinary post five (5) days from the date it is
posted.

14.2 No change in the address of the Customer herein stated howsoever brought about shall be
effective or binding on the Bank unless actual notice of the change of address has been given
to the Bank.

15. SUCCESSORS AND ASSIGNS BOUND

15.1 This Agreement shall be binding upon the respective successors-in-title and assigns of the
parties hereto except that the Customer may not assign any right or liability hereunder without
the prior written consent of the Bank.

16. CHANGE IN THE BANK OR THE CUSTOMER

16.1 The security, liabilities and/or obligations created by this Agreement shall continue to be valid
and binding for all purposes whatsoever notwithstanding any change by amalgamation,
reconstruction or otherwise which may be made in the constitution of the Bank of any
company by which the business of the Bank may for the time being be carried out and shall
be available to the company carrying on that business for the time being.

16.2 The same shall be applicable in the event of any of the above occurring in the case of the
Customer and any change of address shall be promptly notified to the Bank.

17. PAYMENT OF OUTGOINGS

17.1 All quit rents, rates, assessments and other charges or levies in respect of the Asset
(hereinafter referred to as the "Outgoings") before the date of the execution of this Agreement
shall be solely borne and paid by the Customer.

18. GOVERNING LAW

18.1 This Agreement is governed by and shall be construed in accordance with the laws of
Malaysia.

19. NON-CONTRAVENTION OF MALAY RESERVATION ENACTMENT/LAND CODE

19.1 For the avoidance of doubt it is hereby agreed and declared that this Agreement is entered
into for the purposes of and in order to effect the financing transaction herein contained in
accordance with the relevant/appropriate Shariah principle and that it is not intended to be a
transaction in respect of the Asset in contravention of the respective Malay Reservation
Enactments of the States of Peninsular Malaysia or the National Land Code (Penang and
Malacca) Titles Act 1963 or the Sabah Ordinance (Cap. 68) or the Sarawak Land Code (Cap.
81) or the Strata Title Ordinance 1995 or any Act, Ordinance, Enactment, Order or rule
affecting the same, as the case may be.

19.2 In the event that the approval of a Ruler-in Council or other relevant authority, as the case
may be, shall be needed or becomes necessary to give effect to this transaction it shall be the
responsibility of the Customer to obtain the same.

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20. LETTER OF OFFER

20.1 The Customer hereby acknowledges and declares that the Customer has duly accepted the
Letter of Offer and has agreed to the terms and conditions thereof.

20.2 The terms and conditions and other provisions of the Letter of Offer are hereby deemed
incorporated as if specifically and expressly set out at length herein, and the Letter of Offer
shall be deemed to form part of and be read and construed with this Agreement as if they
were one document. In the event of any conflict or discrepancy between the provisions of this
Agreement and the Letter of Offer, then unless otherwise expressly provided in writing, the
provisions of the Letter of Offer shall prevail to bind the parties.

20.3 Notwithstanding anything to the contrary express or implied in or by this Agreement or the
Letter of Offer, the Bank shall be entitled at any time with twenty one (21) calendar days prior
notice to the Customer amend, modify or otherwise supplement the terms or conditions or
provisions of all or any one or more of the Letter of Offer as the Bank.

20.4 The Letter of Offer shall form part of the security documents to be created as herein provided.

21. SCHEDULES

21.1 The Schedules hereto shall be taken, read and construed as an integral part of this
Agreement.

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PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 12 -

IN WITNESS WHEREOF the parties hereto have set their hands the day and year set out in Section 1
of the First Schedule of this Agreement.

The Customer

I/ We hereby agree to sell the Asset the details of which is as stated in Section 7 of the First Schedule
hereof at the price stated in Section 12 of the First Schedule hereof to the Bank.

SIGNED by the Customer )


in the presence of:- )
)
)
) ...........................................................

...........................................................

Or

The Common Seal of the Customer )


was hereunto affixed in the presence of ) ...........................................................
Director/Secretary

........................................................... ...........................................................
Director

The Bank

We hereby agree to buy the Asset the details of which is as stated in Section 7 of the First Schedule
hereof at the price stated in Section 12 of the First Schedule hereof.

SIGNED by )
)
for and on behalf of )
PUBLIC ISLAMIC BANK BERHAD (14328-V) )
by its Attorney )
in the presence of:- ) ...........................................................

...........................................................

PIBB
APA-i
(LD 09/2019)
ML/wm

__________________________________________________________________________________________
PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 13 -

THE FIRST SCHEDULE

(which is to be taken read and construed


as an integral part of this Agreement)

SECTION
1. The day and year of
this Agreement

2. The date and year


of the Letter of Offer

3. Name and description


of the Customer

4. Place of business of
the Bank

5. The day and year of


the Principal
Agreement

__________________________________________________________________________________________
PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 14 -

SECTION
6(a). Name and description
of the Vendor

6(b). Name and description


of the Developer

6(c). Name and description


of the Proprietor

6(d). Name and description


of the Contractor

__________________________________________________________________________________________
PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 15 -

SECTION
7. Description of the
Asset

8. Name and description


of the Security Party

9. Principal Agreement
Price

10. The date and year of


the Construction/
Renovation Agreement

11. Construction/
Renovation Price

__________________________________________________________________________________________
PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 16 -

SECTION
12. The Bank's Purchase
Price / Aggregate
Amount/ Amount of the
said Facility

13. Purpose(s) of the said


Facility

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PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 17 -

THE SECOND SCHEDULE

(which is to be taken read and construed


as an integral part of this Agreement)

THE SAID FACILITY

SECTION
1. Asset Financing
Amount

2. Amount of the Contract


Sum

3. Takaful Mortgage Plan

4. Long Term
Houseowner Takaful
("LTHT")

5 Legal Fees

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PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad
- 18 -

Letter of Hibah/Gift 1 (Third Party)

From: (Security Party)

To: (Customer)

Re: Declaration of Hibah/Gift

I/We, the undersigned, hereby solemnly and voluntarily give* all/one half/one quarter/one third my/our
share including the rights, title and interest thereof in the asset held as described as

(hereinafter referred to as “the Asset”) to the person(s) named below:-

(herein referred to as “the Customer”). The Customer shall have all rights to deal with the Asset in the
manner as the Customer may deem fit, expedient and necessary.

Dated this day of ,20

Yours truly ,

……………………………………… Witnessed by:-


(Security Party) (Name/NRIC No.)
NRIC NO.

……………………………………… Witnessed by:-


(Security Party) (Name/NRIC No.)
NRIC NO.

I/We,
hereby accept the abovesaid gift. Thank you

……………………………………… Witnessed by:-


(Customer) (Name/NRIC No.)
NRIC NO.

……………………………………… Witnessed by:-


(Customer) (Name/NRIC No.)
NRIC NO.

[To Be Executed BEFORE Execution of the Asset Purchase Agreement]

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PIBB/SC/3064/09/2019(4)
Asset Purchase Agreement-i
Public Islamic Bank Berhad

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