Letter of Set-Off (Conventional)

- First/Third Party
- Individual/SME/Corporate

LETTER OF SET- OFF

(First/Third party)

Between

THE PERSON NAMED IN SECTION 2 OF THE FIRST SCHEDULE

(as the “Chargor”)

And

AFFIN BANK BERHAD

(as the “Bank”)

SOLICITORS
FIRM’S NAME
FULL ADDRESS
(REF NO)

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LETTER OF SET-OFF
(FIRST/THIRD PARTY)

THIS LETTER OF SET-OFF is made on the date stated in Section 1 of the First Schedule by
THE PARTY whose name and particulars are stated in Section 2 of the First Schedule of this
document (“Chargor”). This Letter of Set-off is given in favour of AFFIN BANK BERHAD
[Registration No. 197501003274 (25046-T)], a company incorporated in Malaysia and having a
place of business in Malaysia as stated in Section 3 of the First Schedule of this document (the
“Bank”).

RECITALS

(A) FACILITIES AGREEMENT

Reference is made to a Facilities Agreement made between THE PARTY whose particulars are
set out in Section 5 of the First Schedule (the “Borrower”) and the Bank and entered into on the
date stated in Section 4 of the First Schedule. In the absence of the Facilities Agreement, the
Letter of Offer issued by the Bank and accepted by the Borrower on the date stated in Section 4
of the First Schedule shall be the Facilities Agreement. By the Facilities Agreement or the Letter
of Offer the Bank has granted or agreed to grant or to continue to grant or made available to the
Borrower the Facilities.

(B) EXECUTION OF CHARGE OVER CASH DEPOSITS AND LETTER OF SET- OFF

It was agreed that the Facilities, interest and all other moneys owing and payable by the Borrower
under the terms of the FA or LO should be additionally secured by this Letter of Set-Off and the
Charge over Cash Deposits (as defined in this Letter of Set-Off).

ARTICLE I
DEFINITIONS AND INTERPRETATION

Section 1.01 DEFINITIONS AND INTERPRETATION

(a) Except where the context otherwise requires or unless this Letter of Set-Off otherwise
provides, all words and expressions defined in the FA when used or referred to in this
Letter of Set-Off shall have the same meaning as that provided in the FA.

(b) The Facilities shall refer to facilities granted or agreed to be granted or continue to be
granted (past, present or future amount) to the Borrower or any portion of it.

(c) In addition to the words and expressions already defined in the FA, the following words
and expressions shall, unless the context otherwise requires, have the meaning
respectively assigned to them per the following:

“Bank” AFFIN BANK BERHAD [Registration No.

197501003274 (25046-T)] and having a place of
business stated in Section 3 of the First Schedule
of this Letter of Set-Off.

“Borrower” The person named in Section 5 of the First

Schedule. If more than one, to refer to any of them

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jointly and severally.

“Letter of Set-Off or Refers to this document.

Document”

“Chargor” The person named in Section 2 of the First

Schedule. If more than one, to refer to any of them
jointly and severally. If this Letter of Set-Off is a
First Party Letter of Set-Off, then the Chargor is
also addressed as the Borrower.

“Charge over Cash Deposits The Charge over the Cash Deposits executed by
or COCD” the Chargor simultaneously or concurrently with
this Document.

“Deposits” Such deposits and interest accruing on the

Deposits or any part of it as described in Section
2.01 and identified in Section 5 of the COCD. It
includes deposits in savings or fixed deposits,
money market instruments, repurchase
agreements, cash margins, escrow accounts,
sinking fund accounts, continuing deposits or
other forms of deposits. It also includes the New
Deposits referred to in this Document.

“Facilities or Facility” All or any part of the facilities granted or to be

granted or continue to be granted or made
available by the Bank to the Borrower in
accordance with the terms and conditions in the
FA and/or LO.

“Facilities Agreement or The agreement made between the Bank and the
FA” Borrower on the date as stated in Section 4 of the
First Schedule. In the absence of an FA, the Letter
of Offer issued by the Bank and accepted by the
Borrower on the date as stated in Section 4 of the
First Schedule. FA includes any supplemental,
variation or amendment.

“Indebtedness” Any amount due and payable to the Bank under

the Facility. This includes not just the Facility but
also all or any part of the monies agreed to be paid
by the Borrower under the FA or LO.

“Letter of Offer or LO” The LO and standard or specific terms and

conditions issued by the Bank and duly accepted
by the Borrower as set out in Item 4 of the First
Schedule. LO includes any supplemental,
variation or amendment.

“New Deposits” The New Deposits as described in Section 2.02.

“Security Interest” Includes (without limitation) any mortgage,

charge, pledge, lien, right of set-off, caveats and

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any security interests of any nature in any property

whether moveable or immoveable of any kind-
created or arising.

Section 1.02 CONSTRUCTION

(a) The expression “Letter of Set-Off” or “Document” includes any separate or independent
agreement contained and also includes any amendment notified by the Bank or agreed
by the parties to this Letter of Set-Off.

(b) The expression “person” shall include any individual, firm, partnership, company or
association or body of persons, corporate or unincorporated. If more than one, their
obligations or liabilities shall be joint and several.

(c) Words importing the singular shall include the plural and the same applies in reverse (vice
versa). Words importing one gender shall include all other genders and the same applies
in reverse (vice versa).

(d) The headings used are for purposes of reference only and shall not be used in the
construction of this Document.

(e) Terms in this Document are binding on heirs, personal representatives, estate,
successors in titles or permitted assigns of the parties.

(f) The expression “and/or” also includes “or” (where applicable). The word “all” includes
“any” and the same applies in reverse (vice versa). It also includes any part or portion of
the Facilities or Indebtedness or any amount due.

(g) Any action to be done at any time shall also include any action to be done from time to
time and the same applies in reverse (vice versa).

(h) The word “entering into”, “entered into”, “made available”, “granted”, “having agreed to
grant or make available to” shall refer to past, present and future consideration for this
Document and the usage of one phrase is sufficient to include all the past, present and
future consideration without the need to repeat all the phrases.

Section 1.03 FA INCORPORATED INTO THIS LETTER OF SET-OFF

All the provisions of the FA form part of this Letter of Set-Off. All representations, warranties and
covenants made by the Borrower in the FA shall be considered as if it has also been made by
the Chargor. References to the Borrower in the FA shall be read as if they were references to the
Chargor. In the event of any conflict or discrepancy between the provisions of the FA and any of
the provisions of this Letter of Set-Off, the provisions in this Letter of Set-Off shall prevail for the
purposes of interpretation and enforcement, but only to the extent of such conflict or discrepancy.

ARTICLE II
DEPOSITS

Section 2.01 RIGHT OF SET-OFF

(a) In consideration of the Bank entering the FA with the Borrower, at the request of the
Borrower and/or the Chargor, the Chargor agrees that the Bank shall have a continuing

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right at any time and with prior notice of at least seven (7) calendar days, transfer or set-
off all or any part of the principals and/or accrued interests in respect of the Deposits. The
right to transfer or set-off the Deposits with accruing interest is for payment or satisfaction
of:

i) all Indebtedness due or owing to the Bank by the Borrower or the Chargor or any
other Security Party as principal debtor or guarantor;

ii) all other joint or several liabilities of the Borrower or the Chargor or any other
Security Party to the Bank. The liabilities may be in or outside Malaysia and include
all present, future, actual or contingent liabilities due or owing to the Bank by the
Borrower or the Chargor or any other Security party as principal debtor or
guarantor; and

iii) all costs (including legal costs on a solicitor and client basis) charges and
expenses incurred by the Bank in relation to this Letter of Set-off or such
Indebtedness or liabilities on a full indemnity basis.

(b) The Bank can, at the same time, earmark or place a hold on any available funds standing
to the credit of all or any of the Chargor’s account with the Bank upon issuance of the
notice to set off to the Chargor. The Chargor shall not be entitled to withdraw the available
funds so earmarked or put on hold without the Bank’s prior written consent.

(c) If any of the liabilities is in a different currency from the credit balance in respect of which
the Bank seeks to exercise the right of set-off, the Bank shall have the right to utilise the
currency of the account in credit for the purchase, at the spot rate of exchange, of an
amount in the currency of the said liability not exceeding the amount of such liability.

Section 2.02 NEW DEPOSITS

Notwithstanding the above, the Chargor agrees and confirms that the Bank shall be entitled and
authorised to utilise all and/or any part of the principals and/or accrued interests in respect of any
of the Deposits to apply for new Deposits (the “New Deposits”) on behalf of the Chargor upon the
maturity of the Deposits.

Section 2.03 RIGHTS TO RENEW ACCOUNTS/UPLIFT DEPOSITS

(a) The Chargor agrees that the Bank shall have the right to extend or renew any of the
accounts mentioned in Sections 2.01 and 2.02 above, on behalf of the Chargor from time
to time for such period and at the prevailing rate offered by the Bank without reference to
the Chargor. The Bank’s debt constituted by such Deposits shall not be repaid to the
Chargor until all Indebtedness of the Borrower to the Bank has been fully paid and
discharged. The Chargor shall have no right to withdraw transfer or deal with any part of
the Deposits.

(b) The Chargor agrees that the Bank shall be entitled to uplift or liquidate any Deposits, prior
to its maturity. In the event the Bank uplifts or liquidates the Deposits before its maturity,
the Bank shall not be liable in respect of any loss which the Chargor may suffer as a result
of such uplifting or liquidating except for losses or damages caused by the Bank’s
negligence, default or fraud.

Section 2.04 UNDERTAKINGS OF THE CHARGOR

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The Chargor undertakes that there is no Security Interest or encumbrances over all or any part
of the Deposits and confirms that:

(a) until the obligations of the Chargor to the Bank has been fully discharged, the Chargor
shall not during the subsistence of this Letter of Set-Off without the consent in writing of
the Bank execute any form of Security Interest or encumbrances over the Deposits. The
Bank shall not unreasonably withhold such consent; and

(b) this Letter of Set-Off shall not affect security already given by the Chargor or any other
security which may in future be given to the Bank by the Chargor.

ARTICLE III
MISCELLANEOUS PROVISIONS

Section 3.01 STATEMENT OF ACCOUNT

A statement of account in writing stating the amount payable by the Chargor under this Letter of
Set-Off issued by an authorised officer of the Bank shall in the absence of obvious error be
conclusive evidence of the Indebtedness.

Section 3.02 INSOLVENCY

In addition and without prejudice to the provisions of this Letter of Set-Off :

(a) in the event that the Chargor being a Company, enters into liquidation by passing of a
resolution or by presentation of a court petition or a manager and or receiver is appointed
in respect of all or any part of the Chargor’s business, undertakings or properties or
assets; or

(b) in the event that the Chargor being natural person or an individual, commits an act of
bankruptcy, becomes mentally incapacitated or dies,

the Indebtedness or liabilities (including both actual and contingent liabilities) under this Letter of
Set-Off shall become immediately due and payable. The Bank may exercise its right to set-off in
this Letter of Set-Off or such other rights as provided in the Charge over Cash Deposits or in the
Facilities Agreement.

Section 3.03 RIGHT TO RETAIN DEPOSITS

Until all the Indebtedness have been satisfied, the Bank shall continue to hold this Letter of Set-
Off and retain such Deposits of the Chargor (including statements or receipts) in the custody of
the Bank. After full payment, the Deposits shall be considered surrendered to the Chargor.

Section 3.04 OTHER SECURITIES NOT AFFECTED

Nothing continued in this Letter of Set-Off shall affect any other security held by the Bank at any
time to secure the Indebtedness.

Section 3.05 TIME

Time shall be of the essence of this Letter of Set-off.

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Section 3.06 REPRESENTATIONS AND WARRANTIES

The Chargor has:

(a) the capacity to execute, deliver and perform the terms of this Letter of Set-Off;
(b) is the absolute and beneficial owner of all the Deposits free from any Security Interest or
encumbrances. The Chargor has not sold or disposed of any part of the Deposits; and
(c) this Letter of Set-Off constitutes valid and binding obligations of the Chargor.

Section 3.07 AMENDMENTS AND ADDITIONAL TERMS

(a) It is agreed and declared by the parties that the provisions and terms of this Letter of
Set-Off may at any time be varied or amended by the Bank by giving prior notice
(together with the reasons for such variation or amendment) of at least twenty-one (21)
calendar days to the Chargor.

(b) If the Chargor is not agreeable to the amended terms and conditions of this Letter of
Set-Off, the Chargor shall notify the Bank.

(c) In the event the Chargor does not raise any objections within the twenty-one (21)
calendar days after the notice of amendments, the Chargor shall be considered to have
accepted the amendments to the terms and conditions of this Letter of Set-Off.

Section 3.08 SEVERABILITY

Any term or condition of this Letter of Set-Off which turns out to be illegal or invalid shall not
cause the remaining terms and conditions to be likewise illegal or invalid.

Section 3.09 SUSPENSE ACCOUNT

Any monies received by the Bank under this Letter of Set-Off may be placed and kept to the credit
of a non-income bearing suspense account for so long as the Bank thinks fit. The Bank is not
obliged to apply the monies to discharge the Indebtedness under this Letter of Set-Off. In the event
of any proceedings in bankruptcy, liquidation, composition, or arrangement the Bank may prove
for and agree to accept any dividend or composition as declared by the relevant authority.

Section 3.10 CHANGES IN CONSTITUTION

This Letter of Set-Off shall continue to be valid and binding for: (i) in the case of the Chargor
being an individual, the Chargor’s death, bankruptcy, mental incapacity; (ii) in the case of the
Chargor being a partnership, by reason of a change in the membership of the partnership. If
Chargor is a corporation, changes in the name or style by amalgamation, liquidation, winding up
and reconstruction shall not affect this Letter of Set-Off.

Section 3.11 TRANSFER OF SECURITY

(a) Save and except if the transfer and/or assignment is to the detriment of the Chargor, the
Bank may at any time transfer, sell, participate in secondary debt markets or assign all or
any part of its rights, benefits and obligations under this Letter of Set-Off by notice to the
Chargor. The Bank may disclose to such potential assignee or third party such information
regarding the Borrower and/or Chargor for all lawful or legitimate purpose to facilitate the
transfer, sale or assignment.

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(b) Any statement in the transfer, sale or assignment of the amount then due to the Bank under
this Letter of Set-Off, FA or LO shall be conclusive and binding on the Chargor except for
obvious errors.

(c) The Chargor shall not assign any of its rights or obligations in this Letter of Set-Off without
the prior written consent of the Bank.

Section 3.12 PAYMENT IN GROSS

All monies received from the Chargor from the set-off of the Deposits may be treated by the Bank
as payments in gross. It will not be attributable to any specific part of the Indebtedness even if
appropriated as such by the Bank. The Chargor or any other person claiming under the Chargor
shall have no claim to the Deposits unless and until the Bank has received the full amount due to
the Bank by the Borrower or Chargor.

Section 3.13 CHARGOR AS PRINCIPAL DEBTOR

The Chargor’s liability under this Letter of Set-Off is as a principal debtor unless the Bank agrees
to limit the Chargor’s liability to the Deposits only.

Section 3.14 DISCLOSURE AND INFORMATION

(a) The Chargor agrees and permits the Bank to disclose any information relating to the
Chargor to:

(i) the Central Credit Unit, Dishonoured Cheques Information System (DCHEQS) and
Central Credit Reference Information System (CCRIS) of Bank Negara Malaysia
(BNM) or such other authority having jurisdiction over the Bank; or

(ii) any party (including professional advisers and debt collection agent) pursuant to
any enforcement, preservation and/or attempted enforcement or preservation of
this Letter of Set-Off; or

(iii) any party providing additional security or any guarantor; or

(iv) any party or authority, if required by any law, regulation or by-law or pursuant to any
order from any court of competent jurisdiction; or

(v) companies which are now or which in the future may be subsidiaries within the
banking group of the Bank, subject to the Financial Services Act 2013 [Act 758] and
any regulations from BNM; or

(vi) any credit reporting agencies.

(b) The full Privacy Notice is contained in the Bank’s official website at AffinAlways.com. In the
event of conflict, the Privacy Notice to prevail but only to the extent of such conflict.

(c) The Chargor expressly consents to the Bank conducting credit checks on the Chargor for
the purpose of this Letter of Set-Off at the Central Credit Bureau, CCRIS, CTOS Sdn Bhd,
Financial Information Services Sdn Bhd (FIS), RAM Credit Information Sdn Bhd or any
registered credit reporting agencies.

(d) The above is in addition to any disclosure allowed by BNM or other regulatory authority. In
the event of conflict, the disclosure allowed by BNM or other regulatory authority shall

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prevail.

Section 3.15 CHARGES AND EXPENSES

(a) The Chargor shall on demand pay:

(i) to the Bank all expenses (including legal and out-of-pocket expenses on a full
indemnity basis) incurred by the Bank in connection with the negotiation,
preparation, or completion of this Letter of Set-Off;

(ii) any expenses agreed to be paid by the Borrower under the FA and/or LO which
forms part of the Indebtedness.

(iii) if any amount due under the FA and/or LO shall be required to be recovered through
any process of law, or placed in the hands of solicitors for recovery, to pay all the
solicitors’ fees and expenses on a solicitor-client basis.

For the purpose of sub-clauses (i) to (iii) above, the Bank shall have the right to debit any
account of the Chargor with the Bank.

(b) The Chargor agrees to indemnify and keep the Bank indemnified against any other losses
(not specified above) which may be incurred as a result of the Chargor’s breach of the
terms and conditions of in this Document. However, the Chargor will not be liable if the
losses, damages, or expenses are caused by the Bank’s negligence, default, or fraud.

Section 3.16 SUCCESSORS BOUND

This Letter of Set-Off shall be binding upon the heirs, personal representatives, successors in
title and permitted assigns of the Chargor and on the successors in title and assigns of the Bank.

Section 3.17 WAIVER

(a) The rights of the Bank under this Letter of Set-Off are cumulative and may be exercised as
often as the Bank consider it reasonably appropriate.

(b) The rights of the Bank shall not be capable of being waived or varied except in writing.

(c) No failure or delay in exercising nor any omission to exercise any rights or remedy of the
Bank under this Letter of Set-Off upon any breach of the Chargor shall affect such right or
remedy of the Bank.

(d) It shall also not be regarded as the Bank waiving its right or remedy or accepting such a
breach.

(e) The Bank reserves the right to exercise its rights or remedy at such future time without
reference to the Chargor.

Section 3.18 RIGHT TO COMBINE

The Chargor agrees that the Bank may at any time upon a default pursuant to the provisions of
the FA and/or LO combine or consolidate all existing Deposits with prior notice of at least seven
(7) calendar days to the Chargor. Where the Deposits is jointly owned with a third party, consent
must be obtained from the third party. Where combination or consolidation requires conversion
of currency, the Bank’s prevailing spot rate of exchange to be used and prior notice of at least

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seven (7) calendar days shall be given to the Chargor.

Section 3.19 GOVERNING LAW AND JURISDICTION

This Letter of Set-Off is governed by the laws of Malaysia and the parties agree to submit to the
jurisdiction of the Courts in Malaysia.

Section 3.20 NOTICES

(a) Any demand, request, notice or other communication (the “Notices”) by or on behalf of the
Bank or the Chargor 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 Chargor at the Chargor’s address or electronic mail address as stated
in the Letter of Offer or the last known address or electronic mail address notified by the
Chargor in writing.

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

(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 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 Chargor to the Bank shall be duly signed by the Chargor or where permitted
by the Bank, by the Chargor’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 Chargor or the source
of the Notices, the Chargor 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 Chargor 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 Chargor. Any change in the Chargor’s contact information such as address,
phone number, and/or email address is not binding on the Bank unless the Chargor has
given notice in writing to the Bank and/or via other channels provided by the Bank.

Section 3.21 MODIFICATION AND INDULGENCE

The Bank may at any time (by letter or other form of agreement), without in any way affecting this
Letter of Set-Off:

(a) grant to the Chargor any time or indulgence;

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(b) renew any bill, notes or any negotiable securities;

(c) deal with, exchange, release or modify or abstain from perfecting or enforcing any
securities or other guarantees or rights it may now or from time to time have from or against
the Chargor;

(d) compound with the Chargor or any persons claiming under the Chargor;

(e) enter into any settlement arrangement with the Chargor, or any person claiming under the
Chargor; or

(f) enter into any modification or indulgence under the terms of the COCD, FA or LO.

Section 3.22 FURTHER ASSURANCE

The Bank may from time to time, by notice to the Chargor require the Chargor do such acts or
things or execute and deliver to the Bank, such documents as may be necessary to preserve,
improve or enforce all or any of its rights under this Letter of Set-Off.

Section 3.23 CONCURRENT REMEDIES

(a) Upon occurrence of an Event of Default, the Bank shall have the right to exercise all or any
of the remedies available under this Letter of Set-Off.

(b) The Bank shall be entitled to exercise such remedies at the same time or at such other
time.

(c) In the event the Bank does not wish to exercise its remedies under this Letter of Set-Off,
the Bank may also institute civil suit against the Borrower or Chargor to recover the
Indebtedness under the FA or LO.

Section 3.24 DEFECTS IN BORROWING POWERS

This Letter of Set-Off shall not be impaired, invalidated or be rendered void as a result of any lack
of borrowing/or other powers of the Borrower, Chargor or any Security Party.

Section 3.25 SCHEDULE

It is agreed that the Schedule shall be an essential part of this Letter of Set-Off and, in the event
of any conflict or discrepancy, the Schedule shall prevail for enforcement and interpretation but
only to the extent of such conflict or discrepancy.

Section 3.26 ADDITIONAL SECURITY AND STAMP DUTY

IT IS AGREED AND DECLARED THAT this Letter of Set-Off is additional security for all the
Indebtedness of the Borrower. Full stamp duty has been paid on the FA thus this Letter of Set-
Off is considered a subsidiary instrument.

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The Chargor is reminded to read and understand the contents of this Letter of Set-Off before
signing voluntarily and to be fully aware of the Chargor’s obligations. If there are any terms
and conditions in this Letter of Set-Off that the Chargor does not understand, the Chargor
is advised to seek independent advice and/or discuss further with the Bank’s representative
before signing below.

*Signed by )
for and on behalf of the Bank by its )
Attorney )
in the presence of ………………………………………………………

*Signed by )
for and on behalf of the Chargor )
(authorised by the Board Resolution) )
in the presence of ………………………………………………………

*Individual/Sole-proprietor/Partnership )
Signed by the Chargor(s) )
in the presence of )
………………………………………………………

*(Select the relevant portion)

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THE FIRST SCHEDULE

(To be read and construed as an essential part of this Letter of Set-Off)

Section Item Particulars

1 Date of this Letter of Set Off

2 *Where the Chargor is a limited company

or other corporation
Name of Chargor

Registration / Certificate of
Incorporation No.

Registered Address

*Where the Chargor is an Individual or

Natural Person
Name of Chargor

Passport/Identity Card No.

Address

*Where the Chargor is a sole proprietor /

partnership
Name of Chargor

Registration No.

Passport/Identity Card No.

Address

3 Place of Business of the Bank

in Malaysia

4 Date of Facilities Agreement *to fill in the date of the letter of offer, if no facility agreement

5 *Where the Borrower is a limited company

or other corporation
Name of Borrower

Registration / Certificate of
Incorporation No.

Registered Address

*Where the Borrower is an individual or

natural person
Name of Borrower

Passport/Identity Card No.

Address

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* Delete where inappropriate

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