SECOND SCHEDULE
Confirmation of Transactions
Our Reference:
Account Number:
Date:
To: [Customer]
Re: Confirmation of Transactions
Pursuant to the appointment of Bank Islam Malaysia Bethad (the Benk) as your
Commodity Purchasing and Selling Agent, we hereby confirm that we have
purchased the commodity from the Bank on deferred payment basis and have
sold it to Third Party on your behalf as detailed below:
4) Details of Commodity
Cerlificate No. (Purchase) | [om]
Commodity eel
Commodity Seller [iia Miaatee]
‘Commodity Location ye
Commodity Price Torsone
Tawarrug Facility Agreement ~ Property Financing-i (Tawarrug)
‘Bank Islam Malaysia Berhad
BU/TFA/PRT/2014/December 2014
42) Confirmation of Commodity Purchased from the Bank
Transaction Date/Time T Tetestist]
Master Purchase Ticket
No.
Customer's Ticket No.
Bank's Sale Price
Payment of the Sale Price | As per the Letter of Offer
3) Confirmation of Sale to Third Party
‘Transaction Date/Time T
Certificate No. (Sale)
Waster Sale Ticket no:
Customer's Ticket T 7 I
‘Commodity Purchaser T eciigiinttiey
‘Commodity Price RMT 7
We will remit the proceeds paid by the Commodity Purchaser to you or the
Developer's account with us.
THIS IS AN AUTO GENERATED ADVICE. NO SIGNATURE IS REQUIRED.
Tewartug Facilly Agreement ~ Property Financing (fawaruq)
2 ‘Bank Islam Molaysia Berhad
‘BU/TEA/PRT/2014/December 2014THIRD SCHEDULE
The Conditions Precedent
{which is to be taken and construed as an integral part
of this Agreement)
(Referred to in Clause 4)
(A) The cus hall_have executed ted_and submitted to the Bank the
follo
(1) The Bank's Letter of Offer duly accepted by the Customer's Authorised
Signatories.
(2) Original or certified true copies of (it applicable):
(a) the Customer's and Jor the Security Party's Board of Directors or
Partners’ Resolution or such other written approval as appropriate
authorising the following
i. the acceptance of the Facility and/or providing the Security for
securing the Indebtedness, as the case may be;
i. the list of person(s) designated to be the Authorised
Signatories of the Customer and/or the Security Party together
with their specimen signatures (if epplicable);and
lil that the Common Seal of the Customer and/or the Security
Party be affixed on all Security Document(s) and/or any other
documents relating and/or arising out of the Facility (if
applicable);
{b) if the Seourity Party is a sole proprietorship or a partnership, the
Security Party's Certificate of Registration of Business or other similar
documents, as the case may bs;
(3) the Security Perty's Memorandum and Articles of Association or Partnership
Agreement or Registration Certification ot other similar documents, as the
case may be;
(4) the Security Party's latest Annual Return, Forms 24,44 and 49; and
(5) A Letter of Standing Instruction (if applicable) duly executed by the Customer
and stamped;
Tawarruq Facility Agreement - Property Financing-i (Tawarruq)
‘Bank Islam Malaysia Berhad
BU/TFA/PRT/2014/December 2014
B8)
‘The Bank shall have receivedibe satisfied that:
(1)
2)
(3)
(a)
(5)
(6)
(7)
(8)
(9)
(10)
The Security Documents have been duly executed, stamped and where
applicable, presented for registration at the relevant registry
Official bankruptoyiwinding up search results on the Customer and the
Security Party and the Customer's directors from the office of the Director
General of Insolvency, Malaysia (Jabatan Insolvensi Malaysia) and pending
thereof, statutory declarations in form and substance satisfactory to the Bank
confirming that Customer, the Security Party and the Customer's directors are
not bankruptivound up nor that there is bankruptey/winding up action or
proceedings being taken or pending against the Customer, the Security Party
and the Customer's directors;
A certified true copy each of the Security Party's Memorandum and Articles of
Association, By-laws, other appropriate constitutional documents, Forms 24,
44 and 48 and other relevant documents evidencing incorporation andfor
registration of the Security Party with the relevant authority and other rolevant
documents in the form and substance acceptable to the Bank;
No event has occurred which in the opinion of the Bank (which opinion shall
be final and binding upon the Customer and the Security Party) amounts to a
material adverse change in any circumstances including any material adverse
change in the constitution, business, condition (financial or otherwise) or
operations or prospects or other affairs of the Security Party or which would
Tender insufficient or inadequate the securities provided by or under the
Security Document;
No other event or series of events whether related or not has or have occurred
which could er might adversely affect the decision of the Bank to procesd with
the Facility:
All Conditions Precedent have been fulfilled;
Evidence satisfactory to the Bank that all approval authorisations and
consents (if any) nacessary for eny matter or thing contemplated by this
Agreement and such other documents as may be required by the Bank have
baen obtained and remain in full force and effect;
The Seourity Perty(s)’s Board of Directors or Partners’ Resolution or other
relevant approval is in order (if applicable};
Duly executed and stamped statutory declarations by the Customer and the
Security Party thet there is no legal proceeding suit or action whatsoever
(whether criminal or civil) instituted against the Customer and the Security
Party and they are not an adjudged bankrupt and/or wound up, as the case
may be, and there are no patitions pending In court against them;
Valuation reports by an independent valuer on the Bank's panel of vaiuers
confirming therein the forced value of the asseis charged to the Bank (if
applicable);
Tewanug Facilly Agreement~ Property Financing-! (awarua)
4 ‘Bank Islam Motaysia Berhad
BU/TFA/PRT/2014/December 2014()
(17) (2) Where the separate document of title in respect of land to be charged to
the Bank ("Land") has bean Issued by the appropriate authority, the
issue document of ttle therefor; or
(b) Where the separate document of til in respect ofthe Land has not been issued by the
‘appropriate authority, the original ofthe Sale and Purchese Agreement and such other
‘greements andlor documents evidencing thelr ghts in andor ownership of the Land;
and
(12) All other conditions deemed appropriate by the Bank or the Bank’s solicitors
have been complied with,
‘The Bank's solicitors shall have confirmed to the Bank and/or the Bank shall
have received! be satisfied th
(1} No winding-up and/or bankruptcy proceedings have bean commenced against
the Customer and the Security Party and the Customer's directors and all
relevant searches with the relevant authorities have been made and the result
of those searches would not jeopardize the security arrangements under the
Facility;
(2) The Security Oocuments has been duly executed by the parties thereto and
stamped and where applicable presented for registration or registered with the
relevant authorities and that thay are valld, legally binding and enforceable
‘against the parties that have executed them and that the Bank's interest is
protected;
{3} The Customer has paid all costs charges solicitors fees stamping and
registration fees and other expenses incidental thereto;
(4) A search on the property to be charged to the Bank hes been made at the
relevant registries or offices and the property is free from any encumbrances
whatsoever. In the event that the property is encumbered, except where the
chargee is the Bank and the Customer does not wish to take delivery of the
Commodity, the relevant letter of undertaking for the discharge of the
encumbrances and/or letter of disclaimer from the existing encumbrancer;
(5) Searches have been made on the Customer and the Security Party at the
Ditector General of Insolvency's Office-and the Companiss Commission of
Melaysia end the result thereof are acceptable;
(8) the powers of attorney in the Security Documents have been duly stamped and
registered at the relevent registries (if applicable);
(7) All. powers of attorneys related to the Facility are valid end subsisting {if
applicable);
(8) The Sale and Purchase Agreement andior any other relevant documents. in
respect of the Land are valid and subsisting {If applicable);
Tawantug Facility Agreement ~ Property Financing. fawarruq)
45 ‘Bank islam Malaysia Berhad
‘BU/TEA/PRT/2014/December 2014(2)
@)
(10)
ay
(12)
(13)
All approvals, authorisations and consents {if any) necessary for any matier or
thing contemplated by this Agreement and such other documents as may be
required by the Bank have been obtained and remain In full force and effect;
‘The Customer and the Security Party have complied with all standard
conditions deemed relevant by the Bank and the Bank’s solicitors for a facility
of this nature;
A private caveat If so required has been entered on betialf of the Bank in
respect of the Land (if applicable); and
A copy of the current quit rent and assessment receipts in respect of the Land
(if applicable).
In the event the Customer wishes to take dalvery of the Commodity, the property to be
charged under Clause & hereof shell have been perfected andir registered wit the relevant
reg[sies and authorities andor, where applicable, any account which the Customer mantis
vith any thd party thatthe Bank requires to be seed, shall have been first setded and all
costs incurred thereby shall be bore by the Customer,
Others [fo specify if anvl:
‘Any other condition precedents as stated In the Letter of Offer
Tawarrug Facility Agreement~ Property Financingr! (fawaruq)
46 Bank Islam Mataysla Berhed
BU/TFA/PRT/2014/December 2014FOURTH SCHEDULE
(Additional Representations and Warranties)
Item
Particulars
(a)
(to specify if any)
Any other additional Representation and warranties as stated in the
Letter of Offer (if any)
Tawarrug Facility Agreement ~ Property Financing-i (Tawarruq)
Bank Islam Malaysia Berhad
BU/TEA/PRT/2014/December 2014
”FIFTH SCHEDULE
(Additional Events of Default)
Item
Particulars
(to specify if any)
Any other additional Events of Default as stated in the Letter of Offer |
(if any).
Tawarrug Facility Agreement ~ Property Financing-I (Tawarruq)
4“
‘Bank Islam Malaysia Berhad
BU/TFA/PRT/2014/December 2018SIXTH SCHEDULE
(Additional Affirmative Undertakings)
Item Particulars
(a) _ | (to specify if any)
Any other additional Affirmative undertaking as stated in the Letter of
Offer (if any).
[END OF THIS AGREEMENT]
Tawarruq Facility Agreement ~ Property Financing-i (Tawarruq)
‘Bank Islam Malaysia Berhad
7 BU/TFA/PRT/2014/December 2014