BETWEEN

PUBLIC BANK BERHAD

Registration No. 196501000672 (6463-H)

AND

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DEED OF ASSIGNMENT

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CONTENTS

CLAUSE 1 CONSTRUCTION AND DEFINITIONS

CLAUSE 2 THE FACILITIES AGREEMENT

CLAUSE 3 ABSOLUTE ASSIGNMENT

CLAUSE 4 COVENANT TO PAY AND IRREVOCABLE AUTHORITY TO RELEASE

CLAUSE 5 DEMANDS

CLAUSE 6 CONTINUING SECURITY

CLAUSE 7 COVENANT TO PROVIDE FURTHER SECURITY

CLAUSE 8 FURTHER ASSURANCE

CLAUSE 9 REPRESENTATIONS AND WARRANTIES

CLAUSE 10 INDEPENDENT LEGAL ADVICE

CLAUSE 11 PERSONAL LIABILITY OF THE ASSIGNOR

CLAUSE 12 CUSTODY OF DOCUMENTS

CLAUSE 13 SECURITIES TO BE PROVIDED

CLAUSE 14 LIENS AND OTHER SECURITIES NOT AFFECTED

CLAUSE 15 LICENCE

CLAUSE 16 COVENANT BY ASSIGNOR AND/OR BORROWER

CLAUSE 17 USE OF SAID PROPERTY

CLAUSE 18 OVERCROWDING

CLAUSE 19 PAYMENT OF OUTGOINGS

CLAUSE 20 INFORMATION ON MATTERS AFFECTING SECURITY

CLAUSE 21 REPAIRS

CLAUSE 22 MAINTENANCE

CLAUSE 23 INSPECTION

CLAUSE 24 LEASING AND POSSESSION

CLAUSE 25 DEALINGS WITH THE SAID PROPERTY

CLAUSE 26 GOVERNMENT ACQUISITION

CLAUSE 27 INSURANCE

CLAUSE 28 CONFLICTING INSURANCE

CLAUSE 29 APPLICATION OF INSURANCE MONEY

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CLAUSE 30 ADDITIONAL INSURANCE

CLAUSE 31 DELIVERY OF TITLE WHEN ISSUED

CLAUSE 32 VALUATION

CLAUSE 33 DEFAULT

CLAUSE 34 TERMINATION OF LICENCE

CLAUSE 35 VACANT POSSESSION

CLAUSE 36 CROSS DEFAULT

CLAUSE 37 BREACH OF COVENANT

CLAUSE 38 BANK'S RIGHT TO COMMENCE FORECLOSURE AND LEGAL

PROCEEDINGS CONCURRENTLY

CLAUSE 39 SUSPENSE ACCOUNT

CLAUSE 40 ALL PAYMENTS RECEIVED TO BE PAYMENTS IN GROSS

CLAUSE 41 ASSIGNOR AS PRINCIPAL DEBTOR

CLAUSE 42 INDEMNITY

CLAUSE 43 INVOLUNTARY LOSS

CLAUSE 44 CERTIFICATE OF INDEBTEDNESS

CLAUSE 45 CUMULATIVE REMEDIES

CLAUSE 46 RIGHT OF SET-OFF

CLAUSE 47 RESTRICTION ON PRODUCTION OF DOCUMENTS

CLAUSE 48 CONSOLIDATION

CLAUSE 49 PROOF IN COMPETITION WITH THE BANK

CLAUSE 50 MODIFICATION AND INDULGENCE

CLAUSE 51 DISCLOSURE

CLAUSE 52 DISCLOSURE BETWEEN THE BANK AND THE PBB GROUP

CLAUSE 53 WAIVER

CLAUSE 54 PROCEDURE ON NOTICE OF FURTHER ASSIGNMENT

CLAUSE 55 RESTRICTION AGAINST OTHER ASSIGNMENTS

CLAUSE 56 FURTHER ADVANCES

CLAUSE 57 REINSTATEMENT

CLAUSE 58 CHANGE IN THE BANK, BORROWER AND/OR ASSIGNOR

CLAUSE 59 CONSTRUCTION WHERE THE BORROWER AND/OR THE ASSIGNOR

NOT AN INDIVIDUAL PERSON

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CLAUSE 60 POWERS OF ASSIGNOR AND BORROWER

CLAUSE 61 COSTS, STAMP DUTY AND REGISTRATION FEES

CLAUSE 62 ASSIGNMENT OF RIGHTS BY THE BANK

CLAUSE 63 PROCEDURE ON FULL PAYMENT

CLAUSE 64 FINANCIAL SERVICES ACT 2013

CLAUSE 65 TIME

CLAUSE 66 NOTICE

CLAUSE 67 SEVERABILITY

CLAUSE 68 LETTER(S) OF OFFER

CLAUSE 69 EFFECTIVE DATE

CLAUSE 70 REVOCATION OF ASSIGNMENT

CLAUSE 71 ENDORSEMENTS AND SCHEDULES

CLAUSE 72 SUCCESSORS BOUND

CLAUSE 73 SUPPLEMENTAL TERMS AND CONDITIONS

CLAUSE 74 APPLICABLE LAW

CLAUSE 75 PRINCIPAL AND SECONDARY INSTRUMENTS

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THIS DEED OF ASSIGNMENT is made the day and year stated in Section 1 of the First Schedule
hereto Between the person(s) whose name, description and address is as stated in Section 2 of the
First Schedule hereto (hereinafter referred to as "the Assignor") of the one part And PUBLIC BANK
BERHAD Registration No. 196501000672 (6463-H) a company incorporated in Malaysia and having
its registered office at 27th Floor, Menara Public Bank, No 146, Jalan Ampang, 50450 Kuala Lumpur
and a place of business as stated in Section 3 of the First Schedule hereto (hereinafter referred to as
"the Bank") of the other part.

WHEREAS :-

(1) By a written agreement made the day and year stated in Section 4 of the First Schedule
hereto (hereinafter referred to as "the Principal Sale and Purchase Agreement" entered into
between the person(s) stated in Section 5 of the First Schedule hereto (hereinafter referred to
as "the Vendor/Developer” and/or “Landowner", of the one part and the Assignor or the
person(s) stated in Section 6 of the First Schedule hereto (hereinafter called “the Original
Purchaser” in the case where the Assignor is not the first purchaser) of the other part, the
Vendor/Developer and/or the Landowner agreed to sell and the Assignor or the Original
Purchaser, as the case may be, agreed to purchase the property more particularly described
in Section 7 of the First Schedule hereto (hereinafter referred to as the "said Property". The
expression “said Property”. shall where the context so permits, include any building(s) and
fixture(s) now or hereafter or from time to time erected thereon or affixed thereto including any
part or portion thereof) for the consideration and upon the terms and conditions therein
contained.

(2) A separate issue document of title or strata title to the said Property has not been issued by
the relevant authorities as at the date hereof. All rights, title and interest and the full and entire
benefit of the said Property is vested in favour of the Assignor pursuant to the Principal Sale
and Purchase Agreement and the agreement(s) and/or assignment(s) concerning or affecting
the said Property more particularly identified and described in Section 8 of the First Schedule
hereto (hereinafter referred to as "the Related Documents").

(3) By the Facilities Agreement entered into on the date more particularly provided in the Second
Schedule hereto between the Borrower as stated in Section 9 of the First Schedule hereto of
the one part and the Bank of the other part, the Borrower agreed to or cause the Assignor to,
prior to the registration of the Charge in respect of the said Property in favour of the Bank, to
assign all their rights, title and interest to the said Property and the full and entire benefit of
the Principal Sale and Purchase Agreement and the Related Documents together with all
stipulations therein contained and all remedies for enforcing the same to the Bank as security
for the Facilities.

(4) By a Power of Attorney entered into on the date more particularly provided in the Second
Schedule hereto (hereinafter referred to as "the Power of Attorney" the Assignor has
appointed the Bank to act, conduct and manage in the name and on behalf of the Assignor all
the Assignor's rights, titles and interests in the said Property aforementioned and upon the
terms and conditions therein contained.

(5) The Assignor shall assign all their rights, title and interest in the Principal Sale and Purchase
Agreement and the Related Documents in consideration of the Facilities being made available
to the Borrower upon the terms and conditions as contained below.

(6) The Assignor may with the prior written consent of the Bank rent the said Property or any part
thereof and the Assignor has executed and/or will be executing tenancy agreements
(hereinafter referred to as “the Tenancy Agreements”) with the tenants of the said Property or
such part thereof (hereinafter referred to individually as “the Tenant” and collectively as “the
Tenants”).

(7) The Assignor has or shall obtain the consent in writing of the Vendor/the Developer and/or the
Landowner to the Assignment herein.

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NOW THIS ASSIGNMENT WITNESSETH as follows :-

1. CONSTRUCTION AND DEFINITIONS

(a) Unless this Assignment provides otherwise all words and expressions shall have the
same meanings as provided 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) The following words and expressions shall, unless the context otherwise requires,
have the meaning respectively assigned to them hereunder:-

"Banking Facilities" means the overdraft and/or other banking facilities in the principal
aggregate sum as stated in the Letter(s) of Offer and/or Facilities Agreement granted
or made available or to be continued to be made available or by the Bank to the
Borrower subject to the conditions contained in the Facilities Agreement(s). The term
“Banking Facilities” shall include all amendments, additional or supplemental or any
other Letter(s) of Offer and/or Facilities Agreement(s) or other correspondence made
thereafter or from time to time under the provisions therein;

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

"Facilities" means

(i) the Term Loan and/or the Banking Facilities now or as hereafter may be
granted or made available or to be continued to be granted or to be continued
to be made available by the Bank to the Borrower;

(ii) the maximum aggregate principal amount evidenced by the ad valorem

stamp duty paid and endorsed on the respective original of the Facilities
Agreement and/or any other Facilities Agreement(s) or Letter(s) of Offer that
has been executed or may hereafter be executed; and

(iii) the ad valorem stamp duty paid or endorsed on the Security Documents
which includes in the event of any addition, increase, substitution,
interchanging, termination, reduction, restructuring, advances, reinstatement
or other variation howsoever and whatsoever of such Term Loan, Banking
Facilities or other credit or banking facilities and accommodation (or any of
them or any part thereof).

"Facilities Agreement" means the Facilities Agreement as stated in the Second

Schedule hereto and/or any other Facilities Agreement(s) and shall include any
Letter(s) of Offer or other instruments or other correspondences evidencing the
Facilities made thereafter or from time to time) that has been executed between the
Borrower and the Bank;

“Indebtedness" means the aggregate of all sums advanced by the Bank at the
request of the Assignor pursuant to the Facilities together with interest thereon and all
other moneys payable by the Borrower and/or Assignor to the Bank (whether in
respect of principal, interest, commitment fee, costs, expenses or otherwise). The
term “Indebtedness” includes all liabilities for the repayment of all moneys by the
Borrower and/or Assignor in respect of or arising from the Facilities Agreement now
and/or hereafter executed and this Assignment;

"Interest" means interest at the Prescribed Rate or at such other rate as shall be
decided by the Bank on all such sums and moneys payable by the Borrower under
the Facilities Agreement;

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"Land Legislations" means all those laws of Malaysia governing land and shall
include the National Land Code, Sarawak Land Code, Sabah Land Ordinance, Strata
Title Act and Subsidiary Titles Enactment;

“Letter(s) of Offer” means collectively the Letter(s) of Offer from the Bank to the
Borrower annexed to the Facilities Agreement, and such amendments, modification
and supplements thereto and any subsequent or further Letter(s) of Offer or other
document(s) whatsoever which amends, modifies or supplements the Letter(s) of
Offer stated above;

"National Land Code" means the National Land Code (Act 56) of 1965 and includes
any statutory amendment or statutory re-enactment thereof;

"PBB Group" means collectively the companies within Public Bank Berhad Group of
Companies including without limitation Public Islamic Bank Berhad and Public
Investment Bank Berhad;

"Principal Sum" means the principal sum of the Facilities;

"Sabah Land Ordinance" means the Sabah Land Ordinance (Cap 68) and includes
any statutory amendment or re-enactment thereof;

"Sarawak Land Code" means the Sarawak Land Code (Cap 81) and includes any
statutory amendment or re-enactment thereof;

"Strata Title Act" means the Strata Titles Act (318) of 1985 and shall be read and
construed with the National Land Code as if it forms part thereof where applicable;

"Subsidiary Titles Enactment" means the Land (Subsidiary Title) Enactment (No 9 of
1972) and includes any statutory amendment or statutory re-enactment thereof and
shall be read and construed with the Sabah Land Ordinance as if it forms part thereof
where applicable;

"Term Loan" includes housing loans and means the principal aggregate sum as
provided in the Facilities Agreement or the Letter(s) of Offer from the Bank to the
Borrower at anytime, upon the terms and subject to the conditions contained in the
Facilities Agreement or Letter(s) of Offer and shall include all amendments, additions
or supplements or any facilities agreement or other correspondence made thereafter
or from time to time to be continued to be made;

"the said Property" means all that property as provided in Section 7 of the First
Schedule hereto.

(d) In this Assignment where there are two (2) or more persons or parties included or
comprised in the expression "the Borrower" and/or "the Assignor" agreements,
covenants, terms, stipulations and undertakings expressed to be made by and on the
part of the Borrower and/or the Assignor shall be binding upon such persons or
parties jointly and severally;

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

(f) Words importing the masculine gender include the feminine and neuter genders.

2. THE FACILITIES AGREEMENT

2.1 All provisions of the Letter(s) of Offer and/or the Facilities Agreement are incorporated into
and form part of this Assignment. All representations, warranties and covenants made therein
by the Borrower and/or the Security Party shall be read as if they were references to the
Assignor.

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2.2 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 the Facilities Agreement shall
prevail for the purposes of interpretation and enforcement of this Assignment.

2.3 In the event of any conflict or discrepancy between the provisions of the Letter(s) of Offer and
any of the provisions of this Assignment, the provisions of the Letter(s) of Offer shall prevail.

3. ABSOLUTE ASSIGNMENT

3.1 Pursuant to the Letter(s) of Offer and/or the Facilities Agreement and in consideration of the
Bank at the request of the Borrower and/or the Assignor agreeing to grant or make available
and/or continuing to grant or make available to the Borrower the Facilities upon the terms and
conditions stipulated in the Facilities Agreement, the Assignor as the beneficial owner to the
said Property hereby irrevocably and unconditionally ASSIGNS ABSOLUTELY to the Bank all
the Assignor's present and future rights, title, interests and the full and entire benefit in and to
the said Property vested in the Assignor pursuant to the Principal Sale and Purchase
Agreement and the Related Documents together with the right of enforcement thereof or
thereunder, as security for the Facilities which the Bank hereby accepts.

PROVIDED ALWAYS and notwithstanding this Assignment the Assignor shall at all times
hereafter save harmless and keep the Bank indemnified against all actions,
proceedings, damages, penalties, claims, demands, costs and expenses which may be
brought or made against or incurred by the Bank by reason or on account of the non-
observance of all or any of the terms and conditions of the Principal Sale and Purchase
Agreement and the Related Documents on the part of the Assignor, and on the part of the
Borrower as contained in the Facilities Agreement.

3.2 The Assignor shall further indemnify the Bank against all claims, demands, action, fines,
penalties and legal proceedings whatsoever made against or charged or imposed upon the
Bank by the Government or any local or other authority or any person or body or corporation
whatsoever arising in respect of the said Property.

3.3 Without prejudice and in addition to the provisions of clause 3.1 and 3.2 herein, the Assignor
further agrees as follows:-

(a) For better securing the repayment and payment of all the Indebtedness and also all
moneys hereby agreed to be paid (including all fees, charges, costs and expenses
arising out of or in connection with the provisions of this Assignment), the Assignor
hereby irrevocably and unconditionally ASSIGNS ABSOLUTELY to the Bank all
proceeds of rental paid, due and becoming due from the tenancies of the said
Property or any part thereof which may now or hereafter be granted by the Assignor
to various Tenants thereto (hereinafter to as “the Assigned Proceeds”).

(b) The Assignor shall procure that the Assigned Proceeds shall be paid directly by the
Tenants to the Bank. The Assignor shall do all acts and things necessary to ensure
that the Assigned Proceeds shall be paid to the Bank. The Bank shall utilise such of
the Assigned Proceeds towards reduction of the Indebtedness as the Bank
determines.

(c) Notwithstanding the assignment hereinbefore provided and/or anything contained

herein to the contrary, the Assignor shall remain liable to observe and perform all the
conditions, covenants and obligations to be observed and performed by the Assignor
under the Tenancy Agreements. The Bank shall have no obligations or liability
whatsoever under the Tenancy Agreements due to the assignment herein.

(d) The Bank shall be entitled to the custody and possession of the Assignor’s copies or
certified true copies of the Tenancy Agreements and all whatsoever documents
evidencing any benefit or rights pertaining thereto. The Assignor shall deliver to the
Bank such copy of the executed Tenancy Agreements.

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(e) Without prejudice to the generality of the foregoing, the Assignor shall comply strictly
with the provisions of the Tenancy Agreements and to do all other things and observe
all conditions in order to entitle the Bank to the payment(s) mentioned in the Tenancy
Agreements. The Assignor shall not permit or suffer any act, omission or thing which
may in any way preclude or hinder the Bank from demanding the same free from all
deductions and abatements whatsoever.

4. COVENANT TO PAY AND IRREVOCABLE AUTHORITY TO RELEASE

4.1 The Assignor hereby covenants and agrees to forthwith pay to the Bank ON DEMAND :-

(a) the aggregate of the Indebtedness due to the Bank with interest thereon at the rate(s)
which the Bank may stipulate in the manner provided in the Letter(s) of Offer and/or
the Facilities Agreement with such rests as provided therein (hereinafter referred to
as "the Prescribed Rate"); and

(b) the commission, discount and all other banking charges; and

(c) all costs, charges and other expenses which the Bank may charge or which the Bank
may pay or incur in registering this Assignment, the Power of Attorney and the
Charge or any other security document or in perfecting or in preserving any existing
security held by the Bank; or

(d) all costs and expenses incurred in enforcing or obtaining payment of such moneys or
in paying any expenses or outgoings for insuring, repairing, maintaining, managing or
realising the said Property and/or any building, fixtures, crops or plants thereon; or

(e) all costs and expenses incurred 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 or other proceedings whatsoever
affecting the said Property or any buildings, fixtures, crops or plants thereon; and

(f) all other payments and sums hereinafter mentioned or stipulated.

4.2 The Bank shall be at liberty and is hereby authorised by the Assignor to give such
undertakings or release, advance or pay the whole of the Facilities or such part or parts
thereof to or in favour of any persons at such times in such manner and of such amounts and
upon such contingencies and conditions as the Bank shall determine.

4.3 It is hereby expressly acknowledged, agreed and confirmed by the Assignor that all advances
and payments to such aforesaid persons shall be for the account of the Borrower and shall
form part of the moneys secured by and owing under the Letter(s) of Offer and/or the
Facilities Agreement and this Assignment. The acknowledgement or receipt of such aforesaid
persons shall be as if the acknowledgement and receipt had been made or given by the
Borrower and/or the Assignor personally.

4.4 It is hereby further expressly declared and agreed by the Assignor that the authority hereby
granted to the Bank to release, advance or pay the whole of the Facilities or part or parts
thereof or to give such undertakings to any of the aforesaid persons shall not be revoked at
any time and it shall not be revoked by any purported exercise by the Assignor and/or the
Borrower of any right of set-off the Assignor and/or the Borrower may have against any of the
aforesaid persons.

4.5 The Assignor hereby acknowledges, confirms and agrees that the Bank shall be entitled to
treat the Bank’s obligations under the undertakings issued by the Bank as absolute and
unconditional and requiring payment to the persons to whom such undertakings are issued in
accordance with the terms of such undertakings notwithstanding any objection by the
Borrower and/or the Assignor.

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4.6 The Assignor hereby also irrevocably and unconditionally confirms that the Bank shall at all
times be entitled to make any payment under the Letter(s) of Offer and/or the Facilities
Agreement, this Assignment and the abovementioned undertakings without further
investigation or enquiry and need not concern itself with the propriety of any claim made
under or in the manner required under such undertakings. The Assignor hereby agrees to
keep the Bank reimbursed and indemnified in respect of all such aforesaid payments.

4.7 The Assignor and the Borrower shall at all times during the continuance of the Facilities
obtain the prior consent in writing of the Bank:-

(a) before commencing, instituting, initiating or maintaining any civil suit, action or
proceeding whatsoever in any court of law or tribunal against the Developer and/or
the Vendor in respect of any matter arising out of the Sale and Purchase Agreement;
and/or

(b) before accepting or agreeing with the Developer and/or the Vendor on any
amendment or variation whatsoever of the terms and conditions of the Sale and
Purchase Agreement.

4.8 The Facilities may be subject to such review(s) as the Bank may determine and which may be
conducted at such intervals and in such manner as the Bank may decide.

4.9 The Bank shall, have the right to terminate this Assignment and to recall and demand the
payment by the Assignor and/or the Borrower of the moneys outstanding at any time or to
vary or amend the Facilities granted herein by giving not less than seven (7) calendar days
notice in writing of the same.

5. DEMANDS

5.1 Any demand for payment of the moneys may be made by a notice in writing by the Bank to
the Assignor requiring payment within such period as stated therein and may be signed on
behalf of the Bank by the Manager, Assistant Manager, Accountant or any other duly
authorised officer of the Bank or by any solicitors acting or purporting to act for the Bank.

5.2 Such a notice shall be sufficiently served on the Assignor if it is addressed to the Assignor
and left at the usual or last known place of business of the Assignor or sent by prepaid
registered letter to any of such addresses and in the last mentioned case, the service shall
have been made at the time when the registered letter would in the ordinary course of post be
delivered or if it is served in such manner as may be prescribed by the appropriate Land
Legislations affecting the said Property.

6. CONTINUING SECURITY

6.1 The Assignor hereby covenants, undertakes, agrees and declares that this Assignment shall
be a continuing security for the payment of the Facilities and/or the aggregate of all money
whether principal, interest, additional and/or penalty interest, costs, charges, commission or
otherwise outstanding or payable or agreed to be payable by the Assignor :-

(a) whether alone or jointly and severally with another or others; and

(b) whether as principal or surety, and

notwithstanding that

(i) the Assignor and/or the Borrower may cease to be indebted to the Bank; and

(ii) the account(s) of the Borrower with the Bank may cease to be a current account(s); and

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(iii) there have been settlement of account(s) or otherwise and includes all liabilities and
obligations whether present, future, actual or contingent for the repayment or payment of
all monies by the Assignor and/or Borrower.

7. COVENANT TO PROVIDE FURTHER SECURITY

7.1 The Assignor shall when required by the Bank execute such legal or other charges,
mortgages, assignments, transfers or agreements in favour of the Bank as required on all the
Assignor's estate right, title and interest in any property or asset or business now belonging to
or which may hereafter be acquired by or belong to the Assignor (including any Vendor's lien).

The benefit of all licences held in connection therewith to secure all moneys and liabilities
hereby agreed to be paid or intended to be hereby secured shall be prepared by or on behalf
of the Bank at the cost of the Assignor and shall contain all such terms and conditions as the
Bank may reasonably require.

7.2 The Assignor shall when required by the Bank deposit with the Bank the separate issue
documents of title of any or all real/immovable properties vested in the Assignor for any
tenure and all or any debentures, shares, stocks or other investments or securities registered
in the name of the Assignor or otherwise belonging to the Assignor. Such deposit may be by
way of additional collateral security for the payment of moneys and liabilities hereby
secured and may also be for the purpose of securing any other moneys owing to the Bank
and not secured hereby.

7.3 The Assignor hereby agrees and acknowledges that the Bank may require the Assignor to
deposit and to create such additional collateral security referred to in Clause 7.1 and Clause
7.2 above in the event where :

(a) the value of the said Property, or any part thereof, has depreciated due to fluctuations
in the market price/resale value of the said Property; and/or

(b) there is or has been a decline in the value of the said Property, or any part thereof,
resulting in the maximum loan-to-value ratio required by the Bank for that said
Property to be exceeded; and/or

(c) the Assignor’s ability to observe the Assignor’s financial obligations under the
Facilities Agreement and/or this Deed of Assignment is compromised and/or reduced
for any reason whatsoever; and/or

(d) the Assignor is in default of his obligations as provided in the Facilities Agreement
and/or this Deed of Assignment and/or where the Facilities granted to the Assignor
is/are subject to review, restructuring, or rescheduling, variation or modification, as
the case may be; and/or

(e) any event of default has occurred as defined in any other Security Documents and/or
Letter(s) of Offer.

8. FURTHER ASSURANCE

8.1 The Assignor shall, whether before or after the security constituted by this Assignment has
become enforceable, and at the Borrower's and/or Assignor's own cost and expense execute
and do or cause to be executed and done all such transfers, assignments, agreements,
documents, assurances and do all acts and things as the Bank may reasonably required :-

(i) for perfecting the security intended to be constituted by this Assignment; and

(ii) for facilitating the realisation of the said Property assigned; and

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(iii) to facilitate the exercise by the Bank of all the powers, authorities and discretions
conferred on the Bank hereby; and

(iv) to give or cause to be given all notices, orders and discretions which the Bank may
think expedient.

For such purposes a certificate in writing signed by or on behalf of the Bank to the effect that
any particular transfer, assignment, agreement, document, assurance, act or thing required by
it is reasonably required by it shall be conclusive evidence of the fact.

9. REPRESENTATIONS AND WARRANTIES

9.1 The Assignor hereby represents and warrants with the Bank as follows:-

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

(b) that the Principal Sale and Purchase Agreement, the Related Documents, the
Facilities Agreement, this Assignment and the Power of Attorney and all other
agreements related hereto constitute the legal, valid and binding obligations of the
Assignor and shall remain in full force and effect;

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

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

(ii) any contract 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, 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, licences, approvals authorisations, orders and/or exemptions of any
Ministry, agency, department or authority in Malaysia which are required to be
obtained in connection with the execution, delivery, performance, legality or
enforceability of this Assignment and all other agreements related hereto 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 the Assignor is not in default under the Principal Sale and Purchase Agreement,
the Related Documents, the Facilities Agreement or any other agreement(s) related
hereto to which he is a party or by which he may be bound and no litigation,
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 where the Facilities or any part thereof is for the purpose of purchasing the said
Property, the difference between the Facilities or relevant part thereof and the
purchase price of the said Property has been paid.

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10. INDEPENDENT LEGAL ADVICE

10.1 The Assignor hereby confirms, represents and warrants to the Bank that in the execution and
delivery of the Facilities Agreement, the Assignment and the Power of Attorney, the Assignor
has obtained and relied upon its own independent legal advice and has not relied upon any
representation, statement or advice from the solicitors or agents or officers of the Bank.

10.2 The Assignor hereby further irrevocably and unconditionally confirms, acknowledges and
undertakes that all the provisions of the Facilities Agreement which includes the expression
"Facilities Agreement" and the expression "Facilities" and its implications on this Assignment
as defined has been fully understood by the Assignor and that, the terms in the Facilities
Agreement have been incorporated into this Assignment and that the Assignor shall be liable
and responsible to the Bank for all monies owing by the Borrower and/or under this
Assignment.

11. PERSONAL LIABILITY OF THE ASSIGNOR

11.1 If the amount realised by the Bank on a sale of the said Property under the provisions of the
appropriate Land Legislations affecting the said Property after deduction and payment from
the proceeds of such sale of all fees (including the Bank's dues costs rents rates taxes and
other solicitors' fees) dues, costs, rents, rates, taxes and other outgoings on the said Property
is less than the amount due to the Bank and whether at such sale the Bank is the purchaser
or otherwise, the Assignor shall pay to the Bank the difference between the amount due and
the amount so realized. Until payment by the Assignor and/ or the Borrower to the Bank of the
difference between the amount due and the amount realized the said difference in the said
amount shall bear interest thereon at the Prescribed Rate plus Additional Interest Rate on
such balance with such rests as shall be determined by the Bank.

11.2 Nothing stated herein shall bind or require the Bank to exercise the Bank's rights over the
security first before enforcing the Assignor's personal covenant to pay on demand.

12. CUSTODY OF DOCUMENTS

12.1 So long as any money shall be owing to the Bank, the Bank shall during the continuance of
this Assignment, have the custody and possession of the Assignor's original signed and
stamped copy of the Principal Sale and Purchase Agreement, the Related Documents and all
whatsoever documents evidencing any title to or right in the said Property.

13. SECURITIES TO BE PROVIDED

13.1 The Assignor hereby agrees and covenants with the Bank to ensure that upon issuance of the
separate issue document of title/strata title to the said Property by the relevant authorities and
upon being required to do so by notice in writing from the Developer/Landowner or the Bank,
the Borrower and/or Assignor shall, at the Borrower's and/or Assignor's own cost and
expense take a transfer of and to execute and create a charge, under the appropriate Land
Legislations affecting the said Property, over the separate issue document of title to the said
Property.

PROVIDED THAT such charge shall be in such form and substance acceptable to the Bank
(with such variations thereof as the Bank may require) in favour of the Bank to secure the
repayment to the Bank of the Facilities and all other moneys together with interest thereon at
the Prescribed Rate payable and owing by the Assignor and/or Borrower to the Bank under
and by virtue of this Assignment and the Facilities Agreement.

13.2 In order to facilitate completion of legal documentation upon issuance of the separate issue
document of title/strata title, any stamp duty registration fees (with penalty if any) and
solicitors' fees on the transfer and/or the charge or charges which remains unpaid shall be
debited to the Borrower's account with notice. Such amounts debited shall bear interest
thereon at the Prescribed Rate plus Additional Interest Rate with such rests until payment is
received and such sums if not sooner paid shall remain a sum hereby covenanted to be paid.

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14. LIENS AND OTHER SECURITIES NOT AFFECTED

14.1 Nothing herein contained shall prejudice or affect :

(a) any lien to which the Bank is entitled; or

(b) any securities which the Bank may at any time hold for or on account of the moneys
hereby secured.

14.2 Further, nothing herein contained shall operate so as to merge or otherwise prejudice or affect
any bills, notes, guarantees, mortgage, pledge, charge or other securities which the Bank may
have for any moneys intended to be hereby secured or any right or remedy of the Bank
thereunder.

15. LICENCE

15.1 Notwithstanding anything in this Assignment contained, it is hereby declared that during the
continuance of this Assignment and until a separate issue document of title/strata title is
issued and transferred to the Assignor and the Charge in favour of the Bank is registered the
Bank as the absolute owner pursuant to the Assignment hereby grants to the Assignor a
licence to occupy the said Property merely as a licensee of the Bank.

Within seven (7) days after the Assignor's licence to occupy the said Property has been
terminated as provided below, the Assignor shall at the Assignor's own cost and expense
peaceably deliver immediate vacant possession of the said Property to the Bank or to such
other person as the Bank may direct.

16. COVENANT BY ASSIGNOR AND/OR BORROWER

16.1 The Assignor and Borrower hereby irrevocably and unconditionally covenant, undertake and
agree with the Bank :

(a) to comply with and perform all the terms and conditions contained in this Assignment
and all other Related Documents to be observed and performed and any conditions
and covenants binding on the said Property; and

(b) not to or omit or suffer to be done any act matter or thing in or on the said Property
which shall contravene the provisions of this Assignment or of any Act, Ordinance,
Enactment, Order or Regulation now or hereafter affecting the same; and

(c) at all times hereafter indemnify and keep indemnified the Bank against all actions,
proceedings, costs, expenses, claims and demands in respect of any such act, matter
or thing done or omitted or suffered to be done in contravention of the said provisions.

16.2 The Assignor and/or Borrower further covenant with the Bank that the Assignor and/or
Borrower shall during the continuance of this Assignment:-

(a) Observe and perform all the covenants, undertakings and stipulations contained in
the Principal Sale and Purchase Agreement on the part of the Assignor and/or
Borrower to be observed and performed. To save harmless and keep the Bank
indemnified against all claims, demands, actions, penalties, legal proceedings, costs
and expenses which may be brought or made against or incurred by the Bank by
reason or on account of the non-observance of all or any of the terms, agreements
and provisions on the part of the Assignor and/or Borrower contained in the Principal
Sale and Purchase Agreement or otherwise;

(b) Pay to the Developer or the Management Corporation constituted under the
appropriate Land Legislations affecting the said Property, as the case may be all
service charges and maintenance fees payable in respect of the said Property; and

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(i) pay and contribute towards the insurance premium, if any, mentioned in the
Principal Sale and Purchase Agreement; and

(ii) pay other fees, costs and outgoings and all and every sum or sums of
money mentioned in the Principal Sale and Purchase Agreement; and

(iii) pay such deposits as may be reasonably required as security for such
payments mentioned above.

In default whereof it shall be lawful for but not obligatory upon the Bank to pay the
same or any part thereof;

(c) Comply with the conditions expressed or implied relating to the said Property as well
as the provisions of any Act of Parliament, Ordinance, Enactment or rule or law for
the time being in force and of any rules, regulations or orders made thereunder or any
regulations, resolutions or by-laws passed by the Developer or the Management
Corporation, as the case may be, in relation to the Assignor's and/or Borrower's
rights, use and enjoyment of, to or in the said Property and the common property;

(d) To notify the Bank before the Assignor institutes or threatens to institute any legal
proceedings against the Developer pursuant to the Housing Development (Control
and Licensing) Act 1966.

17. USE OF SAID PROPERTY

17.1 The Assignor shall not cause the said Property to be used or suffer the same to be used for
purposes other than those for which the same has been built.

18. OVERCROWDING

18.1 The Assignor shall at no time during the continuance of this Assignment allow the said
Property to become so crowded with persons residing thereon or therein (whether such
residence be of a permanent or temporary nature) so as to adversely affect this Assignment.

18.2 A certificate under the hand of any director, secretary, surveyor, solicitor, architect or any
other duly authorised officer or attorney of the Bank that overcrowding as aforesaid has
occurred and has adversely affected this Assignment, shall be binding on the Assignor.

The Assignor shall forthwith discontinue such use of the of the said Property upon receipt of
notice in writing from the Bank that in the opinion of the Bank any use by the Assignor of the
said Property or any part thereof whether by reason of overcrowding or for any other reason
whatsoever is calculated to adversely affect this Assignment.

19. PAYMENT OF OUTGOINGS

19.1 The Assignor shall at all times during the continuance of this Assignment, punctually pay the
quit rent, assessment rates, taxes, impositions and all other outgoings payable on the said
Property and other property thereon as and when the same shall become due and payable.
The Assignor shall produce to the Bank on demand the receipt for such payments.

19.2 In default of such payments, it shall be lawful for but not obligatory upon the Bank to pay the
same or any part thereof and all moneys expended by the Bank shall on demand be paid to
the Bank by the Assignor and/or the Borrower. Until repayment by the Assignor and/or
Borrower, all moneys expended by the Bank shall bear interest thereon at the Prescribed
Rate plus Additional Interest Rate with such rests as the Bank shall determine and in addition
to the Principal Sum form part of the moneys secured by this Assignment.

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20. INFORMATION ON MATTERS AFFECTING SECURITY

20.1 The Assignor shall at all times inform the Bank of any application, demand, notice, order or
any other whatsoever notice, document or transaction in any way affecting the said Property
or any fixture or other erection thereon or any part thereof forthwith upon the issue,
publication, service or occurrence thereof (time being of the essence in respect hereof) and
produce the same to the Bank if called upon so to do.

20.2 The Assignor shall do all acts and take all steps necessary or expedient to safeguard and
preserve the said Property or any fixture or other erection thereon or the title or ownership
thereto.

20.3 The Assignor and the Borrower agree that the Bank may on behalf or in the name and at the
expense of the Assignor and/or the Borrower do all such acts and employ all such persons for
the purposes of safeguarding and preserving the said Property or any fixture or other erection
thereon as aforesaid. All costs and expenses incurred by the Bank pursuant to this clause
shall be a sum advanced by the Bank to the Assignor and/or and secured by this Assignment.

21. REPAIRS

21.1 The Assignor shall at all times during the continuance of this Assignment keep any structure
or fixture erected on or affixed to the said Property in tenantable repair and condition to the
satisfaction of the Bank and permit the Bank and its agents with or without workmen at
convenient hours in the day to enter into or upon the said Property and examine the state and
condition thereof.

21.2 The Assignor shall forthwith repair and make good all defects upon receipt of notice in writing
from the Bank. In case of default, the Assignor will permit the Bank to enter upon the same
and it shall be lawful but not obligatory for the Bank to carry out such repairs as the Bank may
consider necessary at the cost and expense of the Assignor

21.3 All moneys expended by the Bank shall become payable by the Borrower and/or Assignor
upon demand being made by the Bank. Until repayment by the Assignor and/or Borrower, all
moneys expended by the Bank shall bear interest thereon at the Prescribed Rate plus
Additional Interest Rate with such rests as the Bank shall determine and in addition to the
Principal Sum form part of the moneys hereby secured by this Assignment.

22. MAINTENANCE

22.1 The Assignor shall not alter, pull down or remove any building or fixture now or at any time
hereafter erected on or affixed to the said Property or any part thereof, without the prior
written consent of the Bank and shall forthwith replace or make good the same at the cost
and expense of the Assignor and/or the Borrower in the event of such alteration, pulling down
or removal.

22.2 In the event of a default by the Assignor to replace or make good any building or fixture as
aforesaid, it shall be lawful for but not obligatory upon the Bank to replace or make good the
same at the cost and expense of the Assignor and/or the Borrower in event of any such
alteration, pulling down or removal.

22.3 Where it is intended that there is to be erected any new buildings on the said Property or that
the Facilities or part thereof are to be utilised for the purpose, the Assignor shall complete the
erection of such buildings in accordance with the approved plans as may have been agreed
to in writing by the Bank with all reasonable speed. The Assignor shall complete the erection
of any new building so as to comply with all requirements of any municipal or such other
competent authority necessary as the Bank may stipulate.

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23. INSPECTION

23.1 The Bank and its agents and workmen shall be at liberty at all reasonable times of the day to
enter upon the said Property and into any building or structure now or at any time hereafter
erected on the said Property. The Bank and its agents and workmen may have access to any
fixture thereon and to view and inspect the condition of repair thereof and to make a report
thereon at the cost and expense of the Borrower and/or the Assignor. All costs and expenses
incurred, until payment by the Borrower and/or the Assignor shall be a sum secured under
this Assignment.

PROVIDED HOWEVER, that if the Bank should enter and repair the same, it shall not be
liable as a chargee in possession.

24. LEASING AND POSSESSION

24.1 The Assignor shall not lease or let out or grant any licence or otherwise howsoever part with
the possession or make or accept the surrender of any lease whatsoever in respect of the
said Property or any fixture, structure thereon or any part thereof to any persons firms or
companies without the prior written consent of the Bank.

24.2 The Bank may give or refuse its consent without assigning any reason therefor or the Bank
may give its consent on such terms and conditions as the Bank shall determine.

25. DEALINGS WITH THE SAID PROPERTY

25.1 The Assignor shall not without the prior written consent of the Bank,

(a) transfer, sell or otherwise howsoever deal with the said Property or any part thereof or
any interest therein; or

(b) make the said Property subject to any burden, charge, encumbrance, liability or lien
whatsoever; or

(c) make any application for the alteration of the category of use or for the imposition of any
fresh category of use in respect of the said Property; or

(d) make any application for the rescission, removal or amendment of any condition or
restriction affecting the said Property.

25.2 Where the powers of sale become exercisable by the Bank, the Assignor hereby declares and
agrees that the Assignor shall deliver or cause the delivery of vacant possession of the said
Property to the Bank or to any person authorised by the Bank immediately on receiving
written demand in that behalf from the Bank.

26. GOVERNMENT ACQUISITION

26.1 In the event that the said Property or any part thereof shall at any time become the subject
matter of any notice, notification or declaration concerning or relating to acquisition by the
Government or any government authority or any enquiry or proceedings in respect thereof,
the Assignor shall forthwith inform the Bank of the same. The Assignor shall forward to the
Bank copy/copies of any such notice, notification or declaration as soon as the same shall be
delivered to or served on the Assignor.

26.2 The Bank shall be entitled at the expense of the Assignor and/or the Borrower to engage such
advisers and agents (including solicitors and valuers) as it may think fit for the purpose of
appearing or attending at or advising upon any enquiry or proceedings relating to such
acquisition.

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26.3 All moneys received as or by way of compensation for any such acquisition of the said
Property or any part thereof shall be applied in or towards the discharge or payment of any
moneys or liabilities secured by this Assignment. The Assignor shall hold all moneys so
received in trust for the Bank and the Assignor agrees and confirms that the Bank may
receive and give a good discharge for all such moneys.

26.4 In the event of all such moneys as aforesaid being less than the amount due to the Bank
herein including interest and all moneys and other charges due and payable by the Assignor
and/or the Borrower to the Bank the Assignor and/or the Borrower shall forthwith pay to the
Bank the difference between the amount due and the amount so received. Until repayment by
the Assignor and/or the Borrower to the Bank of the difference between the amount due and
the amount so received, the said difference in amount shall bear interest at the Prescribed
Rate plus Additional Interest Rate at such rests or at such other rate of interest as the Bank
shall determine.

27. INSURANCE

27.1 The Assignor shall at the cost and expense of the Assignor and/or the Borrower at all times
during the continuance of this Assignment keep the said Property and all or any effects
included in this Assignment properly insured against loss or damage by fire and such other
risks as the Bank may require up to the full insurable value thereof in the name of the Bank or
the joint names of the Assignor and the Bank with such insurance company as may be
approved by the Bank.

27.2 The Assignor shall ensure that the policy/policies so taken out shall contain an endorsement
that such policy/policies shall not be cancelled without the prior written consent of the Bank.
The Assignor shall deposit the policy/policies of such insurance with the Bank as chargee and
shall pay the premia thereon and deliver the receipts for the same to the Bank. The Bank may
at any time require the Assignor to increase the amount insured.

27.3 In addition to and not in derogation of this Assignment, the Assignor shall if so required by the
Bank, at the Assignor's own cost and expense, insure and keep insured the whole of the
property and effects included in this Assignment and/or any part thereof including any crops
or plants thereon of an insurable nature against loss or damage by fire and such other risks
and contingencies of whatsoever nature for such amount in such names and with such
insurers and through such agencies as the Bank may from time to time stipulate.

27.4 The Assignor hereby authorises the Bank to debit all expenses pertaining to the payment of
any or all insurance premium and such sums debited shall form part of the moneys hereby
secured. If default is made in effecting, maintaining or renewing any such insurance as
aforesaid, it shall be lawful for but not obligatory upon the Bank at the cost and expense of the
Assignor to effect, maintain or renew any such insurance as aforesaid as the Bank may think
fit.

Any money expended by the Bank for such purpose together with interest thereon at the
Prescribed Rate plus Additional Interest Rate with such rests as applicable shall on demand
be paid to the Bank by the Assignor and/or the Borrower and until payment thereof the
account of the Borrower shall be debited and all such moneys shall form part of the moneys
hereby secured.

27.5 The Assignor shall not permit or suffer to be used any fixture or structure on the said Property
other than for the purpose for which the same has been built. The Assignor shall not store or
bring upon the said Property any articles of a specially combustible, inflammable, dangerous
or illegal nature or suffer to be done anything that may cause the policy of insurance referred
herein to be rendered void or voidable.

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27.6 Whenever required by the Bank the Assignor shall take up and maintain a life assurance
policy or a mortgage reducing term policy or any other policy guaranteeing the repayment of
the Indebtedness with an insurance company acceptable to the Bank. The Assignor shall
cause the interest of the Bank as loss payee to be endorsed on the insurance policy so taken
up and pay the premium thereon and deliver the receipts for the same to the Bank.

28. CONFLICTING INSURANCE

28.1 Save and except at the request or with the consent of the Bank, the Assignor shall not effect
or maintain in force any insurance against any risks in respect of the said Property, fixtures,
structures, property and effects where the Bank or the Assignor has effected or maintained
any such insurance as aforesaid.

29. APPLICATION OF INSURANCE MONEY

29.1 If at any time the Assignor is entitled to the benefit of any and/or all insurance of the said
Property, whether it is for the maintenance of which the Assignor is liable under this
Assignment, then all the moneys received by virtue of such one or more insurance shall if
the Bank so requires be applied either :-

(a) in making good the loss or damage in respect of which the moneys are received; or

(b) towards the discharge of all whatsoever moneys due and owing by the Borrower to the
Bank in and by virtue of the Facilities Agreement.

The Borrower and/or Assignor shall hold all monies so received on such insurance in trust for
the Bank and the Bank may receive and give a good discharge for all such monies.

30. ADDITIONAL INSURANCE

30.1 The Bank may hereafter require the Assignor to take up and maintain a life assurance policy
or any other policy providing for the repayment of all the moneys hereby secured or any part
thereof whether absolutely or on the happening of a contingency. The Bank may require the
Assignor to assign the said policy and all benefits and advances thereunder to the Bank as
further security for all moneys hereby secured.

30.2 In the event of a default by the Assignor, the Bank may take up and maintain such policy
providing for the payment of all moneys hereby secured or any part thereof on such terms as
the Bank shall think fit.

Accordingly, all costs and expenses incurred by the Bank in taking out and maintaining the
said policy shall become payable by the Assignor and/or the Borrower to the Bank on
demand. Until repayment by the Assignor and/or Borrower, all moneys expended by the Bank
shall bear interest thereon at the Prescribed Rate plus Additional Interest Rate with such rests
and shall become payable by the Assignor and/or the Borrower to the Bank on demand and
until payment thereof the account of the Borrower shall be debited and all such moneys shall
form part of the moneys hereby secured.

31. DELIVERY OF TITLE WHEN ISSUED

31.1 The Assignor and/or the Borrower hereby covenant, undertake and agree with the Bank to
deliver or cause to be delivered to the Bank the separate issue document of title/strata title to
the said Property when issued. In the event that the said separate issue document of
title/strata title is inadvertently forwarded to the Assignor and/or the Borrower, the Assignor
and/or the Borrower shall not deal with the same in any manner whatsoever without first
obtaining the Bank’s written consent.

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32. VALUATION

32.1 The Bank reserves the right to carry out a fresh valuation of the said Property at any time and
at the cost and expense of the Assignor and/or the Borrower and to vary the Facilities,
request for additional security or recall the Facilities at any time it finds the security to be
inadequate.

32.2 The Assignor undertakes to maintain such margin of security over the aggregate of the
Indebtedness mentioned above as the Bank shall stipulate either by the deposit with the Bank
of additional collateral security approved by the Bank on the terms set out in this Assignment
or by the payment to the Bank in cash of such amount and upon such terms as the Bank shall
require. The aforesaid provisions are without prejudice to the right of waiver of the Bank.

32.3 For the purpose aforesaid, the Assignor hereby declares and agrees that the licensed valuer,
his servant or agent shall have the right to enter the said Property.

33. DEFAULT

33.1 The Borrower and the Assignor hereby declare and confirm that the Facilities may be
terminated and the aggregate Principal Sum outstanding under the Facilities together with
interest thereon and any other moneys herein covenanted to be paid or intended to be
secured hereunder shall become due and immediately payable whether formally demanded
or not upon the happening of any of the events stated in the Letter(s) of Offer, the Facilities
Agreement and this Assignment.

The Bank shall then become entitled :-

(a) to recover all sums owing under any loan or other account with any subsidiary or
related company of the Bank and the PBB Group as aforesaid with interest thereon at
the Prescribed Rate plus the Additional Interest Rate, both before and after judgment;
and

(b) to exercise the rights and powers upon default as stated in the Letter(s) of Offer, the
Facilities Agreement and by law provided with notice to the Borrower and the Assignor.

33.2 Notwithstanding the fact that the Bank may not have exercised any remedy available to it
immediately on default by the Borrower and/or the Assignor or that it may have accepted
monies from the Borrower and/or the Assignor after such default the Bank shall not be held to
have condoned or acquiesced in such default. The Bank may at any time thereafter exercise
all or any of the remedies conferred on and/or available to it by this Assignment, the Letter(s)
of Offer and the Facilities Agreement or statute shall not be held to prejudice its rights of
action in respect thereof.

34. TERMINATION OF LICENCE

34.1 In the event of any or all of the sums of money hereby covenanted to be paid becoming
immediately repayable under this Assignment or the Facilities Agreement, the Bank shall by
notice in writing have the right and power to terminate the licence hereinafter referred to and
shall be entitled to exercise all or any of the rights and powers as follows:-

(a) to enter upon and take possession of the said Property or any part or parts thereof;

(b) to let, lease or demise the said Property or any part or parts thereof for such tenancy
or term of years at such rent and generally upon such terms as the Bank thinks fit;

(c) to deal with all the rights, title, interests and benefits of the Bank in relation to the said
Property in accordance with the provisions of any appropriate Land Legislations
affecting the said Property, Act, Ordinance, Enactment, or Order affecting the same
or to sell, assign or transfer the said rights and interests at such price or prices and in

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such manner and subject to such conditions as the Bank shall think fit free from any
interest of the Assignor.

The Bank shall apply the net proceeds of any such sale after payment of all the legal
costs and expense of and incidental thereto in or towards the payment of all the sums
hereby secured and owing to the Bank. The Bank shall pay to the Assignor any
balance then remaining of such proceeds and no assignee, transferee or purchaser
from the Bank shall be concerned to see whether any such default has in fact been
made by the Assignor or any other occasion has arisen for the exercise of the Bank's
right of sale hereunder; and

(d) the right to sue and institute by way of civil suit or action for the recovery of the
Facilities, interest thereon and all other monies payable hereunder, whether before
first realising the said Property or otherwise or concurrently with any of the other
rights and remedies of the Bank provided in law.

The Assignor shall and hereby expressly agrees, covenants and undertakes to do and
execute all acts, deeds, instruments and things which the Bank may require or stipulate for
the purpose of effecting and/or completing anything and/or any transaction provided herein.

35. VACANT POSSESSION

35.1 When the power of sale granted hereof becomes exercisable by the Bank, the Assignor
hereby declares and agrees that the Assignor shall give vacant possession of the said
Property to the Bank or any person authorised by it, immediately on receiving written demand
from the Bank.

AND the Assignor shall and hereby expressly agrees, covenants and undertakes to do and
execute all acts, deeds, instruments and things which the Bank may require or stipulate for
the purpose of effecting and/or completing anything and/or any transaction provided herein.

35.2 The Assignor hereby further agrees that in the event of the Bank taking possession of and/or
exercising its rights to the said Property hereof the Bank shall not be liable to the Assignor :

(a) for any act whereby the capital value of the said Property is impaired; or

(b) in the event the Assignor is otherwise put to any loss; or

(c) be accountable to the Assignor for the sums or monies received by the Bank (by way of
occupation or receipt of rent) except for the sums or monies remaining after deduction
of the Principal Sum, interest, charges and all sums or monies covenanted to be paid
by the Assignor and/or the Borrower to the Bank and its subsidiaries or related
companies and the PBB Group and secured hereunder.

36. CROSS DEFAULT

36.1 The Assignor and the Borrower hereby expressly agree that if any sums shall be due from the
Assignor and/or the Borrower to the Bank or to any subsidiary or related company of the Bank
or the PBB Group or if the Assignor and/or the Borrower may be or become liable to the Bank
or to any subsidiary or related company of the Bank or the PBB Group on any account,
current or otherwise or in respect of any other facilities granted by the Bank or by any
subsidiary or related company of the Bank or the PBB Group, then and in such event the
Facilities and all advances and interest herein together with all moneys payable under such
accounts or other facilities aforesaid shall immediately become due and payable.

36.2 The security herein shall become immediately enforceable as security for all moneys and
liabilities whatsoever now or hereafter owing or payable to the Bank or any subsidiary or
related company of the Bank and the PBB Group by the Assignor and/or the Borrower :

(i) whether alone or jointly and severally with another or others; and

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(ii) whether as principal or surety,

notwithstanding that :

(a) the Assignor and/or the Borrower may at any time cease to be indebted to the Bank
or any subsidiary or related company of the Bank and the PBB Group; and

(b) the account(s) of the Assignor and/or the Borrower with the Bank or any subsidiary or
related company of the Bank and the PBB Group may for any cause whatsoever
cease to be a current account(s) or otherwise; and

(c) any settlement of account(s) or otherwise.

37. BREACH OF COVENANT

37.1 In the event of any breach by the Assignor and/or the Borrower of any of the terms herein
provided and on the part of the Assignor and/or the Borrower to be observed and performed
(including the agreement or covenant to pay the sum for the time being owing to the Bank on
demand as aforesaid) occurring and continuing for a period of not less than one (1) month it
shall be lawful for the Bank forthwith to give the Assignor and/or the Borrower notice requiring
the Assignor and/or the Borrower to remedy the said breach within a period of seven (7)
calendar days from the date of such notice or within such other period stipulated therein and
service of such notice shall be effected in the same manner as a notice demanding payment
of the balance due as herein provided.

38. BANK'S RIGHT TO COMMENCE FORECLOSURE AND LEGAL PROCEEDINGS

CONCURRENTLY

38.1 Notwithstanding any provision hereof, it is hereby expressly agreed that upon default or
breach by the Assignor and/or the Borrower of any term, covenant, stipulation and/or
undertaking herein provided and on the part of the Assignor and/or the Borrower to be
observed and performed, the Bank shall thereafter have the right to exercise all or any of the
remedies available whether by this Assignment or by the Facilities Agreement or by statute or
otherwise. The Bank shall be entitled to exercise such remedies concurrently, including
pursuing all remedies of sale or possession pursuant to this Assignment and the Facilities
Agreement and civil suit to recover all monies due and owing to the Bank. The Bank has the
right to exercise its rights under this Assignment regardless of whether the individual title or
the strata title to the said Property has been issued and whether or not a charge has been
created over the said Property in favour of the Bank.

39. SUSPENSE ACCOUNT

39.1 Any moneys received by the Bank may be placed to the credit of a suspense account for so
long as the Bank thinks fit without any obligation in the meantime to apply the same towards
the discharge of any money or liabilities due or incurred by the Assignor and/or the Borrower.

40. ALL PAYMENTS RECEIVED TO BE PAYMENTS IN GROSS

40.1 All moneys received by the Bank applied in reduction of the moneys hereby secured, shall be
regarded for all purposes as payments in gross. If a receiving order shall be made against
any person liable to the Bank or an order is made or an effective resolution is passed for the
winding up of any company liable to the Bank, the Bank may prove for the whole of the
moneys then owing.

40.2 No money received under such proof shall be considered as received in respect of this
Assignment and the Facilities Agreement until the Bank has received from all sources one
hundred cent in Ringgit Malaysia. 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

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shall be repaid to the persons or parties on whose account the same shall have been
received by the Bank.

41. ASSIGNOR AS PRINCIPAL DEBTOR

41.1 Although as between the Borrower and the Assignor, the Assignor is a surety/sureties only for
the Borrower yet as between the Assignor and the Bank the Assignor shall be principal debtor
and the said Property shall be the principal security for the moneys due under this
Assignment and the Facilities Agreement. Accordingly the Assignor and the said Property and
every part thereof shall not be released by any indulgence given to the Borrower or by any
scheme of arrangement or composition entered into with the Borrower or by any act matter or
thing whereby the Assignor as a surety or the said Property or any part thereof might be
released and discharged.

42. INDEMNITY

42.1 The Assignor shall at all times hereafter save harmless and keep the Bank indemnified
against all losses, actions, proceedings, claims, demands, penalties, damages, costs and
expenses which may be brought or made against or incurred by the Bank for any act of
default under or breach of any provision or by reason or account of the non-observance of all
or any of the stipulations on the part of the Assignor and/or the Borrower contained in any
agreements (including the Principal Sale and Purchase Agreement and/or the Related
Documents), documents, deeds or correspondences or otherwise howsoever relating to the
said Property.

42.2 The Assignor shall further indemnify the Bank against all claims, demands, actions, fines,
penalties and legal proceedings whatsoever made against or charged or imposed upon the
Bank by the Government or any local or other authority or any person or body or corporation
whatsoever arising from or in connection with any act or omission done or omitted to be done
by any person whomsoever in or in respect of or pertaining to the said Property.

43. INVOLUNTARY LOSS

43.1 The Bank shall not be answerable for any involuntary loss to the Assignor and/or the
Borrower suffered as a result of or incidental to the exercise or the execution by the Bank of
any power conferred on the Bank by this Assignment and/or the Facilities Agreement or by
statute.

44. CERTIFICATE OF INDEBTEDNESS

44.1 It is hereby agreed that any admission or acknowledgement in writing by the Assignor and/or
the Borrower or by any person authorised on behalf of the Assignor and/or the Borrower :-

(a) pursuant to a judgment (by default or otherwise obtained against it); or

(b) pursuant to a certificate in writing showing the monies hereby owing by the Assignor
and/or the Borrower which is duly certified by an authorised officer of the Bank,

shall be binding against the Assignor and/or the Borrower as evidence of the Indebtedness.

45. CUMULATIVE REMEDIES

45.1 The remedies provided herein are cumulative and are not exclusive of any other remedies
provided by the law.

46. RIGHT OF SET-OFF

46.1 The Assignor hereby agrees that the Bank may at any time, with seven (7) calendar days
prior notice, combine or consolidate :

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(a) all or any of the then existing accounts of the Assignor and/or the Borrower including
accounts in the name of the Bank or of the Assignor or of the Borrower jointly with others
whether :

(i) current, deposit, loan or of any other nature whatsoever; and

(ii) in Ringgit Malaysia or in any other currency) wheresoever situate;

and set-off and transfer any sum standing to the credit of any moneys obligations and
liabilities of the Assignor or of the Borrower to the Bank whether such liabilities be
present, future, actual, contingent, primary, collateral, several or joint.

46.2 Where such combination, set-off or transfer requires the conversion of one currency into
another, such conversion shall be calculated at the prevailing spot rate of exchange of the
Bank for purchasing the currency for which the Assignor or the Borrower is liable with the
existing currency so converted.

47. RESTRICTION ON PRODUCTION OF DOCUMENTS

47.1 The production of documents by the Bank shall be restricted to instances where the
production of any document is required for the purpose of any action or matter initiated or
instituted by the Government or any government authority and not where such document is
required for any purpose or to effect any transaction conducted or initiated by the Assignor

AND nothing contained or expressed, shall be construed as or deemed to be consent by the

Bank (whether express or implied) to any act or transaction requiring the consent of the Bank.

48. CONSOLIDATION

48.1 It is hereby declared that the security herein shall not be redeemed, released or discharged
save and except on

(i) payment of all moneys secured hereunder; and

(ii) payment of all moneys, owing or payable or due, from the Assignor and/or the
Borrower to the Bank or to any subsidiary or related company of the Bank or the PBB
Group under any other account or any liability whether as borrower, guarantor,
assignor, lessee, pledger, chargor or judgment debtor or otherwise with the Bank or
any subsidiary or related company of the Bank or the PBB Group; and

(iii) payment of all moneys secured by any other mortgage, lien, charge, pledge,
encumbrance or any other security whatsoever created by the Borrower or any
person through whom the Borrower claims in favour of or which is at the date hereof
or at any time hereafter assigned, charged to or vested in the Bank or in any
subsidiary or related company of the Bank or the PBB Group over any property or
other asset, other than the security comprised in the Facilities Agreement and/or the
Security Documents, which is in existence at the date hereof or has been or will be
created at any time in favour of the Bank or to any subsidiary or related company of
the Bank or the PBB Group by the Assignor or the Borrower or any person through
whom he claims.

48.2 Without prejudice to any other remedy which the Bank may have, the Bank may with seven
(7) calendar days prior notice to the Assignor and the Borrower combine or consolidate all or
any of the accounts of the Assignor and/or the Borrower, including accounts held jointly with
others and set-off or transfer

(i) any sum or sums standing to the credit of any one or more of such accounts or from
any other asset of the Assignor and/or the Borrower; or

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(ii) any security held by the Bank or any subsidiary or related company of the Bank or the
PBB Group towards satisfaction of any of the liabilities of the Assignor and/or the
Borrower due and payable to the Bank or to any subsidiary or related company of the
Bank or the PBB Group.

49. PROOF IN COMPETITION WITH THE BANK

49.1 Until all moneys and liabilities due to the Bank shall have been paid or discharged in full the
Assignor shall not by paying off any sum recoverable hereunder or by any other sums means
or on any other ground :

(a) claim any set-off or counterclaim against the Borrower in respect of any liability from the
Borrower to the Assignor; or

(b) claim or prove in competition with the Bank or be entitled to claim or have the benefit of any
set-off, counterclaim or proof dividends, composition or other payments in reduction of the
amounts receivable by virtue of this security; or

(c) claim the benefit of any other security which the Bank may now or hereafter hold.

The Bank may enforce such security notwithstanding any such proof dividends, components
or other payments as stated above and notwithstanding any such security.

50. MODIFICATION AND INDULGENCE

50.1 The Assignor and the Borrower hereby irrevocably and unconditionally confirm, consent and
agree that irrespective of whether a default has occurred, the Bank may review, modify, vary
and/or determine the Facilities in the following manner :-

(a) vary, reduce or increase the Principal Sum of the Facilities or any credit or other
facility granted to the Borrower and/or the Assignor and may open and/or continue
any account or accounts current or otherwise with the Borrower and/or the Assignor.
The Borrower and the Assignor hereby expressly consent to any such review,
determination, variation, reduction and/or increase as may be effected or determined
by the Bank;

(b) vary the terms and conditions herein contained (including but not limited to the
imposition of new terms and conditions) and/or the terms and conditions of any other
term loan or credit or banking facility granted to or moneys expended for the Borrower
and/or the Assignor. The Borrower and the Assignor hereby expressly consent to any
such modification or restructuring or alterations as may be effected or determined by
the Bank pursuant to the provisions of this clause;

(c) modify or restructure or convert or substitute or alter the nature of the Facilities
granted. The Borrower and the Assignor hereby expressly consent to any such
modification or restructuring or conversion or substitution or alteration as may be
effected or determined by the Bank pursuant to the provisions of this clause;

(d) grant to the Borrower and/or the Assignor or to any other surety or guarantor any time
or indulgence;

(e) renew any bills, notes or other negotiable securities;

(f) deal with, exchange, release or modify or abstain from perfecting or enforcing any
securities or other guarantees or rights it may have from or against the Borrower or
any other person(s) or guarantor(s);

(g) compound or otherwise enter into any scheme of arrangement or composition with
the Borrower or any other person(s) or guarantor(s);

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(h) grant or make available or continue to grant or make available any advance or
disbursement or any term loan or credit or banking or other facility to the Borrower;

(i) vary the number and/or the amount of any instalments or progressive reduction (if
any) to be paid by the Borrower to the Bank.

51. DISCLOSURE

51.1 The Assignor understands that in order to provide or continue to make available the Facilities
pursuant to the terms of the Letter(s) of Offer and the Facilities Agreement, personal or credit
information of the Assignor and/or the Borrower 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
Borrower with the Facilities unless the Bank can disclose, share with or receive such personal
or credit information from the said relevant third parties.

51.2 The Assignor hereby consents and authorises that his personal and credit information relating
to the Facilities granted to the Borrower or to be granted or agreed to be granted to the
Borrower or hereafter may be agreed to be granted to the Borrower pursuant to the Facilities
Agreement and this Assignment may be forwarded or made known by the Bank to the
Borrower and to such parties that have provided or may hereafter provide any security,
guarantee or undertaking to the Bank pursuant to or in relation to the Facilities or the
companies in the PBB Group for the purposes and to give effect to the terms of the Facilities
Agreement and this Assignment including for that stated in Clauses 33, 36, 48, 52 and 63
herein.

51.3 The Assignor hereby agrees and authorises that all information relating to the Facilities
granted to him/them and all credit or collateral information provided by the Borrower,
Guarantors and/or Security Party(ies) 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), CTOS Data Systems Sdn Bhd (CTOS), FIS
Data Reference Sdn Bhd (FIS), Credit Bureau Malaysia Sdn Bhd (CBM), Dun & Bradstreet
(Malaysia) Sdn Bhd (D&B), Experian Information Services (Malaysia) Sdn Bhd) (Experian),
Basis Corporation Sdn Bhd (Basis), The Edge Property and other such bodies, bureaux,
corporations or credit reporting agencies, as the case may be, for the purpose of collecting
information from financial institutions regarding facilities granted or accounts maintained with
such financial institutions.

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

51.5 The Assignor expressly undertakes and represents that the information furnished by the
Borrower and the Assignor to the Bank in connection with the Facilities including information
relating to the Assignment and the Facilities Agreement and/or the Borrower's repayment
capability in relation to the Facilities or financial or asset position does not contain any untrue
statement or omits to state any fact, the omission of which makes the statement therein in the
light of the circumstances under which they were made misleading. The Assignor and
Borrower confirm that all expression of expectation intention, belief and opinion contained
therein have been honestly and reasonably made by the Borrower and the Assignor to the
Bank.

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52. DISCLOSURE BETWEEN THE BANK AND THE PBB GROUP

52.1 The Assignor hereby consents that the Bank may give, produce, divulge, reveal or otherwise
make available such information as may be necessary regarding the Borrower's and/or the
Assignor's account(s) or the Assignment or the Letter(s) of Offer and/or the Facilities
Agreement to all subsidiaries and related companies of the Bank present or future and the
PBB Group and vice versa.

53. WAIVER

53.1 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 herein upon any default by the
Assignor and/or the Borrower shall

(i) impair any such right, power, privilege or remedy of the Bank in respect of that default
or in respect of any other subsequent default; or

(ii) be construed as a waiver thereof or acquiescence by the Bank in such default.

54. PROCEDURE ON NOTICE OF FURTHER ASSIGNMENT

54.1 In the event that the Assignor and/or Borrower shall execute or create any further or
subsequent assignment, mortgage or encumbrance over the said Property hereby assigned
or any part thereof in favour of any other corporation, organisation or person of which the
Bank shall receive notice, either actual or constructive, the Bank may on receiving such notice
forthwith open a new account or accounts for the Borrower or the Assignor.

54.2 If the Bank does not open a new account, the Bank shall nevertheless be treated to have
done so as at the time when the Bank received or would have received such notice
(hereinafter called "the time of notice").

54.3 From and after the time of notice, all payments made by the Assignor and/or the Borrower to
the Bank shall (notwithstanding any legal or equitable rule of presumption to the contrary) be
credited or treated as having been credited to the new account. Such crediting shall not
operate to reduce the amount due by the Borrower and/or the Assignor to the Bank at the
time of notice.

PROVIDED ALWAYS that nothing in this clause contained shall prejudice the security which
the Bank otherwise would have had herein for the payment of the moneys, costs, charges
and expenses herein this Assignment and the Facilities Agreement referred to
notwithstanding that the same may become due or owing or be incurred after the time of
notice.

55. RESTRICTION AGAINST OTHER ASSIGNMENTS

55.1 The Assignor and Borrower hereby declare, covenant, warrant and undertake that there is no
assignment, charge, pledge or lien over the said Property having priority to the Facilities
Agreement, Assignment and Power of Attorney and that :-

(a) the Assignor and/or Borrower shall not during the subsistence of the Facilities
Agreement, Assignment and Power of Attorney without the consent in writing of the
Bank, execute any form of assignment, charge, mortgage, pledge, debenture, lien or
permit to exist any caveat or prohibitory order or both in respect of the said Property;
and

(b) the Facilities Agreement, Assignment and Power of Attorney shall be for securing
repayment of the moneys hereby secured or any other moneys covenanted to be
paid herein and whether such security is taken as additional or collateral security or
otherwise.

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56. FURTHER ADVANCES

56.1 Notwithstanding any provisions relating to the limit of the Facilities or to the interest rates as
stated in the Facilities Agreement the Bank may at its discretion, at the request of the
Borrower and/or the Assignor, advance such further sums of money beyond the limits stated
in the Facilities Agreement. The Assignor hereby expressly consents to such further sums
being advanced to the Borrower and the Assignor by the Bank. The Assignor hereby
expressly agrees that such further sums so advanced together with interest shall form part of
the money hereby secured by this Assignment and shall rank in priority to any subsequent
assignments or charges which may be created over the said Property.

PROVIDED ALWAYS that the interest payable on such further sums thereby advanced shall
be fixed as determined by the Bank.

56.2 All further sums hereafter advanced by the Bank which are intended by the Bank and the
Borrower and the Assignor to form part of the money hereby secured by this Assignment shall
be evidenced by way of further Facilities Agreement and/or the Letter(s) of Offer made
between the Bank and the Borrower. Such Facilities Agreement(s) and/or the Letter(s) of
Offer when duly endorsed by the Assignor, shall form part of and shall be secured by this
Assignment.

56.3 Nothing herein contained shall render it obligatory upon the Bank, to make or to continue to
make any advances or to afford any other accommodation or facilities whatsoever to the
Borrower and/or Assignor. In the event that the Bank does at the Borrower's and Assignor's
request grant such further advances or facilities to the Borrower and/or Assignor in the future
the Bank shall be absolutely entitled to use the Assignment hereunder as security for the said
advances or facilities.

57. REINSTATEMENT

57.1 Notwithstanding anything to the contrary herein the Bank shall reserve the right upon
completion of review of the Facilities to reinstate such amount of the Facilities which has been
drawndown or utilised by the Borrower provided that the aggregate of the amount which is to
be reinstated and the amount of the Facilities which has yet to be drawndown or utilised shall
not exceed the amount secured by this Assignment.

57.2 In the event that the Bank shall permit the reinstatement of the Facilities or such portion
thereof as provided for in sub-clause 57.1 above, the Borrower and/or the Assignor shall upon
notification by the Bank or its solicitors immediately execute and deposit with the Bank all the
relevant documents prescribed by the Bank together with all fees and charges which may be
required for the purpose of giving effect to the reinstatement as aforesaid.

57.3 It shall not be obligatory for the Bank to reinstate the Facilities or any portion thereof.

58. CHANGE IN THE BANK, BORROWER AND/OR ASSIGNOR

58.1 The securities, liabilities and/or obligations created by the Facilities Agreement and/or the
Assignment shall continue to be valid and binding for all purposes whatsoever
notwithstanding any change by amalgamation, reconstruction winding-up, liquidation or
otherwise which may be made in the constitution of the Bank or of any company by which the
business of the Bank may for the time being be carried on and shall be available to the
company carrying on that business for the time being.

58.2 The same shall be applicable in the event of any of the above occurring in the case of the
Borrower and/or Assignor and any request for access to or change in the credit or personal
information of the Borrower and/or the Assignor shall be promptly notified to the Bank.

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58.3 The securities liabilities and/or obligations created by the Facilities Agreement and/or the
Assignment shall continue to be valid and binding for all purposes whatsoever
notwithstanding any change by reason of bankruptcy, insolvency, death, amalgamation,
reconstruction, winding up, liquidation or otherwise of the Borrower and/or Assignor.

59. CONSTRUCTION WHERE THE BORROWER AND/OR THE ASSIGNOR NOT AN

INDIVIDUAL PERSON

59.1 If the names of the Borrower and/or the Assignor is that of a firm, this Assignment shall be a
continuing security for all moneys owing to any such account as herein mentioned from the
persons carrying on business in the name of or in the succession to the firm or from any one
or more of such persons although by death or retirement or admission of partners or other
causes the constitution of the firm may have been in part or wholly varied.

59.2 If the names of the Borrower and/or the Assignor is that of a limited company or other
corporation, any reference to bankruptcy shall be deemed to be a reference to liquidation,
winding up or other analogous proceedings. The moneys owing as aforesaid and hereby
secured shall include any moneys owing in respect of debentures or debenture stock of the
limited company or other corporation held by or on behalf of the Bank.

60. POWERS OF ASSIGNOR AND BORROWER

60.1 This Assignment shall continue to be valid and binding for all purposes notwithstanding that
the borrowing of the Facilities or incurring of any liability may be:

(a) invalid; or

(b) in excess of the powers of the Borrower to borrow; or

(c) in excess of the powers of the Assignor to assign and thereafter to charge the said
Property; or

(d) in excess of any powers of any director, attorney, partner, agent or other person
purporting to borrow or to act on behalf of the Assignor and/or Borrower; and

notwithstanding any other irregularity in such borrowing or assigning or charging or incurring

of such liabilities.

61. COSTS, STAMP DUTY AND REGISTRATION FEES

61.1 The Assignor and/or the Borrower shall pay all fees and expenses and any applicable tax
payable, whether currently in force or to be implemented and chargeable by law, in
connection with and incidental to this Assignment, Power of Attorney, Facilities Agreement
and thereafter the Charge including the Bank’s solicitors fees, stamp duty and registration
fees in connection with the preparation, execution, registration and delivery of the
abovementioned documents and all documents related thereto (including any penalties for
late payment thereof).

61.2 All moneys payable under the abovementioned documents, and all moneys which shall be
required to be recovered by any process of law, or if any moneys payable hereunder shall be
placed in the hands of solicitors for collection, the Assignor and/or the Borrower shall pay (in
addition to the moneys then due and payable hereunder) the Bank's solicitors fees (on a
solicitors and client basis) and any other fees and expenses incurred in respect of such
collection and the Assignor shall reimburse the Bank for all such moneys paid by the Bank.

61.3 The account of the Borrower shall be debited accordingly with notice to the Borrower and/or
Assignor and all such moneys remaining unpaid shall bear interest thereon at the Prescribed
Rate plus Additional Interest Rate with such rests and shall be a sum secured under this
Assignment.

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62. ASSIGNMENT OF RIGHTS BY THE BANK

62.1 The Bank may at its absolute discretion, at any time, without the concurrence of and with
notice to the Assignor and/or the Borrower, to assign this Assignment and/or its rights interest
and obligations or any part thereof to such person or corporation as it shall determine.

62.2 Upon any such assignment, the assignee shall assume and be entitled to the rights, interest
and obligations comprised in the assignment as if the assignee had been the party to this
Assignment in the place of the Bank and the costs and expenses of the Bank and the
assignee of and incidental to such assignment shall be paid by the Assignor and/or the
Borrower.

63. PROCEDURE ON FULL PAYMENT

63.1 When the Assignor and/or Borrower shall have paid in full to the Bank all sums payable under
this Assignment and the Facilities Agreement and/or such other moneys which are due and
owing by the Borrower and/or the Assignor :

(a) solely or jointly by any other person, firms or company and whether as principal or
security; or

(b) which the Borrower and/or the Assignor may be or become liable to the Bank or its
subsidiaries or related companies or the PBB Group; or

(c) in anyway or in any manner or under any account

(i) then the Bank shall at the cost of the Assignor and/or Borrower execute a Deed
of Reassignment and the Power of Attorney in respect of the Assignment and
the Power of Attorney in favour of the Assignor re-assigning the said Property
and the full and entire benefits of the Principal Sale and Purchase Agreement
together with all rights, title and interest therein to the Assignor provided that
there is no subsisting subsequent Facilities Agreement and/or Letter(s) of Offer
entered into by the parties hereto; or

(ii) in the event of the separate issue document of title/strata title to the said
Property having been issued and transferred by the Developer or the Proprietor
to the Assignor and the Charge herein having been registered in the Bank's
favour, the Bank shall at the cost of the Assignor and/or Borrower forthwith
discharge the said Charge.

64. FINANCIAL SERVICES ACT 2013 (FSA)

64.1 The Assignor hereby confirms compliance with the Financial Services Act 2013 (hereinafter
referred to as "FSA") and that the Assignor and the Borrower are not directly related to any
employee(s) of the Bank and its subsidiaries.

64.2 The Assignor hereby acknowledges that the consent of the Bank to the execution of the
Facilities Agreement and this Assignment including the consent of the Bank to make, or
continuing to make available the Facilities is conditional upon, and subject at all times :-

(a) to the representation of the Assignor that the restrictions contained in the FSA are not
applicable; and

(b) that the Bank has not contravened any other laws, legislations or regulations including
any lending limits or restrictions that may be imposed upon the Bank by any authority
having jurisdiction over the Bank.

64.3 If at any time during the currency of this Assignment the Bank discovers that there had been
an infringement of the FSA, or that the continued performance of this Assignment will be in
violation of the FSA, the Bank is entitled forthwith to exercise all of its rights contained herein.

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65. TIME

65.1 Time shall be of the essence of this Assignment.

66. NOTICE

66.1 Subject to the provisions of Clause 5 in relation to notices of demand, any notice or
communication under or in connection with this Assignment may be in writing and shall be
delivered personally, or by post or facsimile to the party's address for service or at such other
address as the recipient may have notified to the other party hereto in writing.

Proof of posting or despatch of any notice or communication to the Assignor shall be proof or
receipt:-

(a) if it is personally delivered, at the time of delivery;

(b) in the case of a letter, seven (7) calendar days after posting; or

(c) in the case of a facsimile, on the Business Day immediately after transmission
PROVIDED that the Bank has received an answer back confirmation.

66.2 Any service of legal process which includes writ of summons and other pleadings as well as
all other forms of originating process, interlocutory application of whatever nature, affidavits
orders and such documents other than the aforesaid which are required to be served under
the Rules of Court 2012, Companies Act 2016, Insolvency Act 1967, Debtors Act 1957 or any
other statute and the rules made thereunder may be sent to the Assignor by prepaid
registered post to the address herein or the Assignor’s last known address and the same shall
be duly served and duly received by the Assignor seven (7) calendar days after posting of the
same.

66.3 No change in the address for service howsoever brought about shall be effective or binding
on the Bank unless actual notice of such change has been given to the Bank.

66.4 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 notice shall take effect from the date specified in the
notice.

67. SEVERABILITY

67.1 If any of the provisions of this Assignment become invalid, illegal or unenforceable in any
respect under any law, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.

68. LETTER(S) OF OFFER

68.1 The Borrower and the Assignor hereby acknowledge and declare that the Borrower and the
Assignor have duly accepted the Letter(s) of Offer and agree to the terms and conditions
thereof.

68.2 The terms conditions and other provisions of the Letter(s) of Offer are hereby incorporated as
if specifically and expressly set out at length herein. The Letter(s) of Offer shall form part of
and be read and construed with the Facilities Agreement and this Assignment as if they were
one document.

In the event of any conflict or discrepancy between the provisions of the Facilities Agreement
and this Assignment and the Letter(s) of Offer, then unless otherwise expressly provided in
writing, the provisions of the Letter(s) of Offer shall prevail to bind the parties.

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68.3 Notwithstanding anything to the contrary express or implied in or by the Facilities Agreement
or this Assignment or the Letter(s) of Offer, the Bank shall be entitled to amend, modify or
otherwise supplement the terms or conditions or provisions of all or any one or more of the
Letter(s) of Offer with twenty one (21) calendar days prior written notice to the Borrower
and/or the Security Party before the said new provision/term takes effect.

68.4 The Letter(s) of Offer shall form part of the Security Documents to be created as herein
provided.

69. EFFECTIVE DATE

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

70. REVOCATION OF ASSIGNMENT

70.1 This Assignment shall remain in force until such times as:-

(a) the Facilities together with interest thereon and all other money payable to the Bank
under the Facilities Agreement as defined herein entered into by the Borrower are
paid in full; or

(b) this Assignment shall be revoked by the execution and registration thereof by the
Assignor of a charge under the appropriate Land Legislations affecting the said
Property (which shall be in the form and manner satisfactory to the Bank) over the
said Property in favour of the Bank.

71. ENDORSEMENTS AND SCHEDULES

71.1 It is hereby expressly agreed between the Assignor and the Bank that this Assignment shall in
addition to the terms and conditions hereunder be subject to the Letter(s) of Offer, the
Facilities Agreement(s) and all Schedules, and the endorsement by the Borrower hereto
which shall form an integral part of this Assignment.

In the event of any conflict, discrepancies or variance, the terms of the Letter(s) of Offer shall
prevail.

72. SUCCESSORS BOUND

72.1 This Assignment shall be binding upon the heirs, personal representatives, executors and
successors in title of the Assignor and on the successors in title and assigns of the Bank and
such other entity in which the Bank is merged or amalgamated or to which the Bank's
business or undertaking is transferred.

72.2 The Assignor shall assign any of the Assignor's rights or obligations under this Assignment
without the express prior written consent of the Bank.

73. SUPPLEMENTAL TERMS AND CONDITIONS

73.1 The terms of this Assignment may also from time to time be varied or amended or
supplemented by an exchange of letters and shall be effective without the necessity of having
to enter into any formal instrument or supplemental document.

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73.2 Thereafter, the relevant provisions of this Assignment shall be amended or varied or
supplemented accordingly and shall be read and construed as if such amendments or
variations or supplements had been incorporated in and had formed part of this instrument at
the time of execution hereof.

73.3 In the event of any inconsistency between the provisions of this Assignment and the terms as
varied or amended or supplemented by the aforesaid exchange of letters or formal or
supplemental documents or other Facilities Agreement, the latter shall prevail for the
purposes of this Assignment.

74. APPLICABLE LAW

74.1 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 and/or the Assignor in Malaysia and/or
elsewhere as the Bank may determine.

74.2 The parties hereto hereby agree that where any action 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 under or arising out of this
Assignment.

75. PRINCIPAL AND SECONDARY INSTRUMENTS

75.1 It is hereby agreed and declared that this Assignment, the Facilities Agreement and the other
Security Documents are instruments employed in one transaction, namely to secure the
maximum aggregate principal amount not exceeding the amount for which the Facilities
Agreement (and/or as the case may be, any other Security Documents) shall be duly stamped
(on an ad valorem basis).

75.2 For the purpose of the Stamp Act, 1949, the Facilities Agreement and the other Security
Document(s) (if any) on which any ad valorem stamp duty shall have been paid and endorsed
shall be the principal instrument(s), and this Assignment shall be a subsidiary instrument.

75.3 If at anytime:-

(a) the maximum aggregate principal amount of the Facilities is or shall be increased
above the maximum aggregate principal amount for which the Facilities Agreement
(and/or as the case may be, any other Security Document(s) has been duly stamped
(on an ad valorem basis) at that time or for the time being; or

(b) the total of the principal sums of moneys lent or advanced or to be lent or advanced
by the Bank to the Borrower become outstanding or due from or owing or payable by
the Borrower to the Bank under the Facilities and/or the Security Documents exceeds
the maximum aggregate principal amount for which the Facilities Agreement (and/or
as the case may be, any other Security Document(s)) has been duly stamped (on an
ad valorem basis) at that time or for the time being,

the Bank shall be entitled immediately or at any time thereafter to uptstamp the Facilities
Agreement and/or any other Security Documents. Thereafter the principal amount in respect
of which additional stamp duty on an ad valorem basis is or shall be paid and endorsed on the
Facilities Agreement and/or any other Security Documents shall henceforth form part of the
Indebtedness and be secured by this Assignment and the other Security Documents.
Additional stamp duty as aforesaid shall be paid or reimbursed (as the case may be) by the
Borrower and/or the Assignor to the Bank on demand, and until such payment or
reimbursement shall also form part of the Indebtedness and secured by this Assignment.

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IN WITNESS WHEREOF the parties hereto have hereunto set their hands the day and year first
above written.

SIGNED by PUBLIC BANK BERHAD )

Registration No. 196501000672 (6463-H) )
by its Attorney )
)
in the presence of :- )

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

SIGNED )
by the Assignor )
in the presence of :- )

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

OR

SIGNED, SEALED and DELIVERED )

by the Assignor )
in the presence of :- )

................................ ..................................
Director Director/Secretary

PBB
O&C
DA
(Rev 01/2021)
LPG/WM

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 - 31 -

THE FIRST SCHEDULE

SECTION

1. Date of this
Deed of Assignment

2. Particulars of the Assignor

(i.e.: name / place of incor. /
NRIC / PP / Co. No. / add.)

3. Place of Business
of the Bank’s branch

4. * Date of the Principal Sale

and Purchase Agreement

[* Where the Assignor is not the first purchaser to insert the date of the Principal Sale and Purchase
Agreement between the Original Purchaser and the Vendor/Developer and the Landowner (if
applicable)]

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SECTION

5. Particulars of

(a) the Vendor

(i.e.: name / place of incor. /
NRIC / PP / Co. No. / add.)

(b) the Developer

(i.e.: name / place of incor. /
NRIC / PP / Co. No. / add.)

(c) the Landowner

(i.e.: name / place of incor. /
NRIC / PP / Co. No. / add.)

6 Particulars of the Original Purchaser

(i.e.: name / place of incor. /
NRIC / PP / Co. No. / add.)

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SECTION

7. Particulars of the
said Property and the
Master Title

8. The Related Documents

(pursuant to Recital 2)

9. Particulars of the Borrower

(i.e.: name / place of incor. /
NRIC / PP / Co. No. / add.)

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THE SECOND SCHEDULE

(Clause 1 hereinabove)

Particulars of Facilities Agreement and

Power of Attorney

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CONSENT BY DEVELOPER

To: PUBLIC BANK BERHAD Registration No. 196501000672 (6463-H) ("the Bank")

I/We, the Developer whose name and description are stated in Section 5 of the First Schedule
hereby:-

1. consent to the Assignment abovementioned and further confirm that the Assignment
abovementioned has been entered in our records;

2. confirm with the Bank that there is no assignment or agreement to assign prior to the
Assignment abovementioned;

3. undertake to deliver to the Bank the separate issue document of title/strata title in respect of
the said Property together with a valid and registrable memorandum of transfer duly executed
in favour of the Assignor or in your favour or in favour of the nominee(s), as the case may be,
free from all encumbrances upon issuance of the said issue document of title/strata title by
the relevant authority ;

4. undertake to refund forthwith to the Bank all sums which have been released by you to us in
the event that the transfer of the said Property in favour of the Assignor cannot be registered
free from all encumbrances for any reason whatsoever;

5. undertake to further refund forthwith to the Bank all sums which have been released by the
Bank to us in the event that the project on which the said Property forms part thereof is
abandoned, or if the Certificate of Completion and Compliance is not issued, for any reason
whatsoever;

6. confirm that in the event that we intend to further encumber the Land on which the said
Property forms part thereof we shall first obtain your prior written consent and we undertake
to obtain from the chargee and/or any encumbrance of the Land and deliver to the Bank :-

(a) a Letter of Disclaimer of interest in respect of the said Property; and

(b) an undertaking that such chargee/encumbrance will exclude the said Property from
any application made by them for an order for sale of the said Property;

7. consent to the lodgment of the private caveat on the said Property by Bank, and upon
notification by the relevant land authority that the separate document of title/strata title to the
said Property is ready for issue, we undertake to forthwith inform you of the same.

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

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ENDORSEMENT BY BORROWER
(Applicable for Third Party Cases)

To: Public Bank Berhad Registration No. 196501000672 (6463-H)

I/We, the Borrower named herein, hereby irrevocably and unconditionally confirm, agree, represent
and warrant that:-

1. the provisions of this Deed of Assignment executed by the Security Party, and its implications
on me/us has/have been read and fully understood by me/us;

2. at my/our request the Bank has granted and made available or agreed to grant or agreed to
make available or to continue to grant or to continue to make available to me/us the Facilities.
I/ We further agree and confirm that I/we have authorised all releases and advances pursuant
to the Letter(s) of Offer, Facilities Agreement and this Deed of Assignment and such amount
so paid, released or advanced if not sooner paid by the Bank shall be debited from my/our
account with notice to me/us;

3. all warranties, representations and covenants made by references to the expression

"Borrower" shall be read and understood to be made by me/us as if I/we am/are a party to the
terms and conditions of this Deed of Assignment and shall be binding for all purposes against
me/us.

Dated this day of 20

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INDIVIDUAL(S)

Dated this day of 20

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

N.B. (1) This form is to be used when the Borrower is/are individual(s) and not a limited company.
(2) If any Borrower is a firm, all the partners of the firm should sign this form.
(3) The Borrower's signature(s) should be witnessed by an Advocate & Solicitor.

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 - 38 -

CORPORATE (WITHOUT SEAL)

Dated this day of 20

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

Signed by the abovenamed )

.............................................. )

(NRIC No. ............................. )

in the presence of:-

(1) Prior to the execution of this form by a limited company, the Board Resolution of the said limited
company (authorising the execution of this endorsement by the abovenamed for and on behalf of
the company) should be obtained.
(2) If the endorsement of more than one limited company as Borrower is required then each limited
company is to execute a separate form of this endorsement.

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 - 39 -

CORPORATE (WITH SEAL)

Dated this day of 20

The Common Seal of )

)
)
the Company abovenamed )
)
)
was affixed hereto on )
)
)
the day of 20 )
)
)
in the presence of:-

(1) Prior to the execution of this form by a limited company, the Board Resolution of the said limited
company (authorising the execution of this endorsement by the abovenamed for and on behalf of
the company) should be obtained.
(2) If the endorsement of more than one limited company as Borrower is required then each limited
company is to execute a separate form of this endorsement.

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PBB/SC/1003/01/2021(8)
Deed of Assignment
Public Bank Berhad