Letter of Subordination (Conventional)

- Corporate & SME Banking

- Sole-Proprietor/Partnership/LLP

LETTER OF SUBORDINATION
(signed by Subordinated Creditor and Borrower)

To: AFFIN BANK BERHAD

In consideration of AFFIN BANK BERHAD, a company incorporated in Malaysia and

having its registered office at Level 19, Menara Affin, Lingkaran TRX, Tun Razak
Exchange, 55188, Kuala Lumpur (the “Bank” which expression shall, where the context
so permits, include its successors in title and assigns) granting or continuing to grant
banking facilities or other financial services (the “Facilities”) for as long as the Bank may
think fit to [insert description of Borrower] (the “Borrower” which expression shall, where
the context so permits, include its successors in title and permitted assigns), I/we the
undersigned (the “Subordinated Creditor” which expression shall, where the context
so permits, include our successors in title and permitted assigns) irrevocably and
unconditionally agree and undertake that for as long as any monies, debts or liabilities
in respect of the Facilities (the “Secured Amounts”) remains outstanding, and
notwithstanding anything to the contrary contained in any agreement or other document
constituting the Subordinated Indebtedness (as defined in paragraph 2 of this Letter
of Subordination) and the rights and claims of the Bank in relation to the Secured
Amounts:

1. the Subordinated Creditor shall not demand, require, or institute any proceedings
of any kind or take any other step (including the exercise of any right of set off)
to obtain, or with the aim of obtaining, any repayment or payment of the
Subordinated Indebtedness or any part of the same;

2. the Subordinated Creditor shall, at all times, subordinate all moneys, debts, and
liabilities (whether principal, interest, fees or otherwise) up to the sum of Ringgit
Malaysia XXXX (RM XXXX) which are or at any time may be or become due from
or owing by the Borrower to the Subordinated Creditor. The subordination is in
respect of any credit facility, loan, advance, loan stock, quasi equity instrument
or redeemable preference share or for which the Borrower may be under liability
to the Subordinated Creditor whether actually or contingently (the “Subordinated
Indebtedness”) and its rights and interests in and to the Subordinated
Indebtedness to the Secured Amounts and the rights of the Bank under the same,
such that:

(a) the Subordinated Creditor shall prove and shall take all steps to prove its
claims in respect of the Subordinated Indebtedness in any dissolution,
liquidation or winding up of the Borrower at the request of and on behalf
of the Bank;

(b) any amount (whether in cash, kind or in securities) (the “Distribution”)

received directly or indirectly by the Subordinated Creditor, or any person
on its behalf, whether in the event of a liquidation, dissolution or winding-
up of the Borrower or otherwise, shall forthwith be paid or delivered, or
cause the same to be paid or delivered, to the Bank for the application
against or retention on account of the Secured Amounts, and until so paid
or delivered, shall be deemed to be held on trust for the Bank;

(c) the Subordinated Creditor shall cause the liquidator or any other person
making the Distribution to pay such Distribution directly to the Bank, which
amount shall be held in trust by it for the Bank;

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

(d) the Subordinated Creditor shall not claim or receive from the Borrower,
by way of set off or in any other manner, any part of the Subordinated
Indebtedness unless and until no sum remains payable under and in
respect of the Secured Amounts;

(e) any amount received by the Bank under sub-paragraphs (b) and (c) above
may be applied by the Bank in accordance with the terms of the
agreement in respect of the Secured Amounts;

(f) the Bank is authorised in the name of the Subordinated Creditor or

otherwise to demand, sue for, recover, collect, and receive any and all
such payments or distributions. The Bank is also authorized to file proof
and vote or consent in any proceedings with respect to any and all actions
relating to the Subordinated Indebtedness;

(g) the Subordinated Creditor shall, upon the Bank’s request, create an
assignment in the Bank’s favour of all the Subordinated Creditor’s rights
title interest and benefit in respect of the Subordinated Indebtedness
and/or the Distribution. The Subordinated Creditor shall execute all such
instrument(s) and do all things as may be necessary or expedient to
create and perfect such assignment;

3. the Subordinated Creditor shall give written notice to the Bank of any credit facility
or loan, loan stocks or quasi equity instruments agreed to be made by it to the
Borrower prior to any advance of the same;

4. the Subordinated Creditor shall not, without the prior consent in writing of the
Bank:

(a) ask, demand, sue for, take, or receive, directly or indirectly, whether by
exercise of set-off, counterclaim or in any other manner, or recover or
enforce payment of any of the Subordinated Indebtedness;

(b) take any security from the Borrower or any other person in respect of any
of the Subordinated Indebtedness. However, any security taken
notwithstanding the undertaking in this sub-paragraph (b) shall be held by
the Subordinated Creditor in trust for the Bank;

(c) make or enforce any claim or right against the Borrower or prove in
competition with the Bank in respect of the performance of any obligation
under this Letter of Subordination; and

(d) assign, transfer, sell, charge, encumber or purport to assign, transfer, sell,
charge, encumber or otherwise dispose or purport to dispose of the whole
or any part of or any interest in any rights which it may from time to time
and for the time being have against the Borrower in respect of the
Subordinated Indebtedness;

5. the Subordinated Creditor agrees and acknowledges and confirms that this Letter
of Subordination shall continue to be binding upon the Subordinated Creditor
notwithstanding any legal limitation, disability, incapacity or any other fact or
circumstance including, but without limitation:

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

(a) the Borrower ceasing to be legally liable to discharge any obligation or

liability under or arising out of the Secured Amounts;

(b) the winding up, dissolution, amalgamation, reconstruction,

reorganization, death, incapacity, insanity, bankruptcy, winding up or
liquidation, as the case may be, of the Borrower or the Bank or any other
person;

(c) any time, indulgence, waiver, or consent at any time given to the Borrower
or any security party;

(d) any amendments to the terms and conditions in respect of the Banking
Facilities and/or any determination, renewal, increase, variation,
restructuring, rescheduling, conversion, interchange, appropriation,
substitution, or cancellation to any of the Banking Facilities;

(e) the release of any security or guarantee;

(f) the illegality, invalidity, or unenforceability of or any defect in any provision

of this Letter of Subordination or of any of the Borrower’s obligations under
the Banking Facilities,

and the Subordinated Creditor consents to all or any of the events provided above
and declare that no further consents shall be required from the Subordinated
Creditor in respect of the same;

6. all costs, charges and expenses incurred under this Letter of Subordination by
the Bank including any expenditure incurred in the creation, enforcement and/or
preparation of this Letter of Subordination or in the giving of any notice or in the
making of any demand under, pursuant to or in respect of this Letter of
Subordination or any Secured Amounts shall be payable by the Subordinated
Creditor to the Bank on demand. Payment to include any default interest on such
sums being expended at the rate and in the manner stipulated by the Bank under
the Banking Facilities;

7. the Subordinated Creditor acknowledges that the terms of the Banking Facilities
have been fully disclosed to it and has taken note of them;

8. any money received under this Letter of Subordination may be placed and kept
to the credit of a non-interest bearing suspense account for as long as the Bank
may think fit. The Bank is under no obligation in the meantime to apply the same
or any part of the same in or towards discharge of any money or liabilities due or
incurred by the Borrower to the Bank. Notwithstanding any such payment, in the
event of any proceedings in or analogous to bankruptcy, liquidation, composition
or arrangement, the Bank may prove for and agree to accept any dividend or
composition in respect of the whole or any part of such money and liabilities in
the same manner as if this Letter of Subordination had not been given. The
Subordinated Creditor confirms waiver of any right the Subordinated Creditor
may have of appropriation in respect of any sum paid by or on behalf of the
Subordinated Creditor by virtue of or in connection with this Letter of
Subordination;

9. the rights of the Bank under this Letter of Subordination are cumulative. The Bank
may exercise its rights as often as it considers appropriate and are in addition to

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

its rights under any general law. The rights of the Bank in relation to the Secured
Amounts (whether arising under this Letter of Subordination or under any general
law) shall not be capable of being waived or varied otherwise than by an express
waiver or variation in writing by the Bank. In particular, any failure to exercise or
any delay in exercising any of such rights shall not operate as a waiver or
variation of that or any other such right. Any defective or partial exercise of any
of such rights shall not preclude any other or further exercise of that or any other
such right. No act or course of conduct or negotiation on its part or on its behalf
shall in any way prevent it from exercising any such right or constitute a
suspension or any variation of any such right;

10. any term, condition or undertaking of this Letter of Subordination, which is illegal,
prohibited, void or unenforceable shall not affect or invalidate the remaining
provisions;

11. time shall be the essence of this Letter of Subordination;

12. the security, liabilities and/or obligation created by this Letter of Subordination
shall continue to be valid and binding for all purposes regardless of any change
by amalgamation, reconstruction or otherwise which may be made in the
constitution of the Subordinated Creditor, the Bank and/or the Borrower. It is
expressly declared that no change of any sort in relation to or affecting the
Subordinated Creditor, the Bank and/or the Borrower shall in any way affect the
security, liabilities and or obligations created by this Letter of Subordination to
any transaction whether past present or future;

13. the Subordinated Creditor shall pay all stamp and other documentary duties and
taxes to which this Letter of Subordination may be subject including any losses
or liabilities suffered by the Bank as a result of any delay or omission by the
Subordinated Creditor to pay any such documentary duties or taxes;

14. all costs and expenses incurred in the execution performance and enforcement
of this Letter of Subordination shall be recoverable in full of the Subordinated
Creditor;

15. (a) Any demand, request, notice or other communication (the “Notices”) by
or on behalf of the Bank or the Subordinated Creditor shall be in writing.

(b) Notices may be given or made by post, electronically (including electronic

mail), personal delivery or such other mode as may be allowed by the
Bank. Notices shall be issued by or on behalf of the Bank (including
computer generated notices/statements that do not require any signature)
to the Subordinated Creditor at the Subordinated Creditor’s address or
electronic mail address, or the last known address or electronic mail
address notified by the Subordinated Creditor in writing.

(c) The notices or other communications are deemed to be received by the

Subordinated Creditor:

(i) in the case of post, five (5) days after the date of posting;

(ii) in the case of electronic mail, on the day of transmission provided

that the Bank has not received a failed or undeliverable message
from the host provider of the recipient within the day of

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

transmission;

(iii) in the case of personal delivery, at the time of receipt;

(iv) in the case of courier, at the time of receipt.

(d) Notices by the Subordinated Creditor to the Bank shall be duly signed by
the Subordinated Creditor or where permitted by the Bank, by the
Subordinated Creditor’s duly authorised signatory and served on the
Bank at the address as stated in this Document or as notified in writing
by the Bank from time to time. Notices are considered received by the
Bank upon actual receipt of the same except where it is considered
necessary by the Bank to verify the identity of the Subordinated Creditor
or the source of the Notices, the Subordinated Creditor may be required
to deliver to the Bank such documentary evidence (including the actual
or original Notices) as may be required by the Bank. Where such
verification is required by the Bank, the Notices are considered received
by the Bank only upon receipt by the Bank of such additional
documentary evidence requested by it.

(e) The Subordinated Creditor expressly agrees with the Bank to inform the
Bank immediately of any change in the contact information such as
correspondence address, phone number, and/or email address of the
Subordinated Creditor. Any change in the Subordinated Creditor’s
contact information such as address, phone number, and/or email
address is not binding on the Bank unless the Subordinated Creditor has
given notice in writing to the Bank and/or via other channels provided by
the Bank.

16. this Letter of Subordination shall be governed by and construed in accordance

with the laws of Malaysia. The Subordinated Creditor submits to the non-
exclusive jurisdiction of the Courts of Malaysia to settle any disputes which may
arise out of or in connection with this Letter of Subordination. Accordingly, any
suit, action or proceeding arising out of or in connection with this Letter of
Subordination (in this clause referred to as “Proceedings”) may be brought in
such courts. Nothing in this clause shall limit the right of the Bank to take
Proceedings against the Subordinated Creditor in any court of competent
jurisdiction, nor shall the taking of Proceedings in one or more jurisdictions
prevent the taking of Proceedings in any other jurisdiction, whether concurrently
or not;

17. this Letter of Subordination shall be binding upon and endure to the benefit of the
parties and their respective successors, estates, and assigns (as the case may
be), except that the Subordinated Creditor may not assign or transfer any of its
respective duties or obligations hereunder without the prior written consent of the
Bank. Save and except if the assignment and/or transfer is to the detriment of
the Subordinated Creditor, the Bank may assign the whole or any part of its rights
under this Letter of Subordination by notice in writing to the Subordinated
Creditor.

18. The Subordinated Creditor and Borrower agrees that the Bank’s Privacy Notice
contained in www.affinbank.com.my shall be applicable.

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

Dated this day of 20

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

The Company is reminded to read and understand the terms and conditions of
this Letter of Subordination before signing below. If there are any terms and
conditions in this Letter of Subordination that the Company does not understand,
the Company is advised to seek independent advice and/or discuss further with
the Bank’s representative before signing below.

[Execution under hand]

[Where the Subordinated Creditor is a Company]
Execution by Director on behalf of Company

Signed by

________________________________
(Signature of Director)

________________________________
(Name of Director)

a Director of and for and on behalf of

________________________________
(Name of Company)

OR

[Execution under Common Seal]

[Where Subordinated Creditor is a Company]

The Common Seal of

__________________________________
(Name of Company) was hereunto affixed
this
in the presence of:

_____________________________ ___________________________
(Signature of Director) (Signature of Director)
(Name of Director) (Name of Director)

[Where Subordinated Creditor is an Individual]

Signed by:

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

_________________________________
(Signature of Subordinated Creditor)

_________________________________
(Name of Subordinated Creditor)

NRIC No:/Passport No:

Address:

in the presence of:-

______________________________
(Signature of Witness)

______________________________
(Name of Witness)
NRCI No:/Passport No.
Address:

ACKNOWLEDGEMENT BY BORROWER

I/We, [insert name of the Borrower] hereby acknowledge and confirm that I/we are aware
of the obligations of [insert description of Subordinated Creditor] under this Letter of
Subordination and undertake and agree with the Bank as follows:

(a) that I/we shall not, at any time, directly or indirectly pay or purport to repay the
Subordinated Indebtedness (whether in cash or in kind) anywhere or in any way
discharge or purport to discharge the Subordinated Indebtedness; and

(b) that I/we will notify the Bank immediately upon receipt by us of any notice of
assignment, attachment or any other claim or encumbrance in respect of the
Subordinated Indebtedness.

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

[Execution under hand]

[Where the Borrower is a Company]
Execution by Director on behalf of Borrower

Signed by

________________________________
(Signature of Director)

________________________________
(Name of Director)

a Director of and for and on behalf of (Name of Borrower) pursuant to a resolution of the
Directors dated day of 20 ,"It was resolved that [insert
description of Director] a Director be and is authorised to sign on behalf of the Borrower
this Letter of Subordination in favour of Affin Bank Berhad [Registration No.
19750100323274 (25046-T)] which was produced to the Board and approved, and on
which document a certified copy of this resolution shall be inscribed".

[Execution under Common Seal]

[Where Borrower is a Company]
The Common Seal of

_________________________________
(Name of Company) was hereunto affixed
this
in the presence of:

____________________________ ___________________________
(Signature of Director) (Signature of Director)
(Name of Director) (Name of Director)

"It was resolved that the Common Seal of the Borrower be affixed to this Letter of
Subordination in favour of Affin Bank Berhad [Registration No. 19750100323274 (25046-
T)] which was produced to the Board and approved, and on which document a certified
copy of this resolution shall be inscribed".

[Where Borrower is an Individual]

Signed by:

________________________________
(Signature of Borrower)

________________________________
(Name of Borrowers)

NRIC No:/Passport No:

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 Letter of Subordination (Conventional)
- Corporate & SME Banking
- Sole-Proprietor/Partnership/LLP

Address:

in the presence of:-

___________________________
(Signature of Witness)

___________________________
(Name of Witness)

NRIC No:/Passport No.

Address:

*to be deleted where not applicable

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