1

DATED THIS

11TH

DAY

OF

March

2006

BETWEEN

BANK TIJARAH BERHAD (4422-M)

AND

Dato Dr. Syed Ahmad Bin Syed Husain

541010-08-5745

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TIJARAH-CASH FINANCING
ASSET SALE AGREEMENT
******************************************************

TIJARAH-CASH FINANCING
ASSET SALE AGREEMENT
Clause 1 Sale of Asset
Clause 2 Transfer of Property
Clause 3 Payment
Clause 4 Representation and Warranties
Clause 5 Default
Clause 6 Cross Default
Clause 7 Actual Compensation
Clause 8 Delay and Acquiescence
Clause 9 Suspense Account
Clause 10 Compliance with Law
Clause 11 Change In Constitution
Clause 12 Costs and Charges Advanced by the Bank
Clause 13 Notices
Clause 14 Services of Legal Process
Clause 15 Disclosure
Clause 16 Assignment of Rights by the Bank
Clause 17 Severability
Clause 18 Time
Clause 19 Consolidation
Clause 20 Tijarah-Cash

Clause 21 Profit Margin

Clause 22 Civil Courts Jurisdiction
Clause 23 Successors in Title
Clause 24 Letter of Offer
Clause 25 Principal and Subsidiary Instrument
Clause 26 Schedules
Clause 27 Interpretation

An agreement made the day and year stated in Section 1 of the First
Schedule hereto BETWEEN the party whose name and description is stated in
Section 2 of the First Schedule hereto (hereinafter referred to as the
Customer) of the one part AND BANK TIJARAH BERHAD

(4422-M), a

company incorporated in Malaysia and having its registered office at 62 Jalan

Tasik Permaisuri, Bandar Tun Razak, 56000 Kuala Lumpur and having 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
I.

The Customer has applied to the Bank for a financially facility under
the Islamic principle of Tijarah-Cash and the Bank has approved the
financing facility in the amount as stated in Section 4 of the First
Schedule hereto (hereinafter referred to as the said Facility of the
Banks Purchase Price) for the purpose as stated in Section 5 of the

II.

First Schedule hereto.

In with the financing procedures of the Bank and the said principles of
Tijarah-Cash, the Bank agrees to sell and the Customer agrees to
purchase an asset (hereinafter referred to as the Asset), and
evidenced by the Certificate, if any, more particularly described in
Section 6 of the First Schedule hereto upon the terms and subject to

III.

the conditions herein contained.

By a Asset Purchase Agreement of evacuate (hereinafter referred to as
the Asset Purchase Agreement), and in accordance with the
financing procedure of the Bank and the said principle of Tijarah-Cash
the Bank at the request of the customer, has agreed to purchase the
Asset, and evidenced by the Certificate, if any, at the purchase price as
stated in Section 4 of the First Schedule hereto subject to the terms
and conditions therein contained.

NOW IT IS HEREBY AGREED as follows:

1.

SALE OF ASSET

1.1

In consideration of the Bank having agreed at the request of the

Customer to grant to the Customer they said Facility, the Bank hereby
sells and the Customer hereby purchases the Asset at the Banks Sale
Price specified in Section 7 of the First Schedule hereto (hereinafter
referred to as the Banks Sale Price).

1.2

The Banks Sale Price stipulated herein includes the profit margin
payable by the Customer to the Bank as defined hereunder.

2.

TRANSFER OF PROPERTY

2.1

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

3.

PAYMENT

3.1

The Customer shall pay to the bank the Banks Sale Price in
accordance with the Shariah Principle of Tijarah-Cash in the amount, at
the time and in the manner specified in Section 1 of the Second
Schedule hereto (hereinafter referred to as the Instalment) or by
instalments of such other amount as shall be mutually agreed between
the parties hereto.

3.2

The Customer shall pay to the Banks Sale Price by the Instalments
mutually agreed or upon demand in accordance hereto.

3.3

No part of any Instalments to be paid by the Customer as hereinbefore

provided or any other payment which the Customer may make to the
Bank shall be deemed to be a payment of the Banks Sale Price until
the profit margin and all other moneys due or deemed to be due to the
Bank hereunder has been paid.

3.4

Notwithstanding that instalments may have been paid as aforesaid the

remainder of the Banks Sale Price and all moneys due shall continue
to be due shall continue to be due for all purposes of the exercise of
statutory and other powers on demand.

4.

REPRESENTATIONS AND WARRANTIES

4.1

The Customer hereby represents warrants and undertakes with the

Bank as follows:a) That he has the power or capacity to execute, deliver and perform the
terms of this Agreement and all other agreements related hereto;
b) That this Agreement, the Letter of Offer and all other agreements
related hereto constitute the legal, valid and binding obligations of the
Customers;
c) That the execution, delivery and performance by the Customer of this
Agreement, the Letter of Offer and all other agreement hereto do not
and will not violate or contravene the provisions of any order or decree
of any governmental authority, agency or court to which he is subject;
or
d) That he is not in default under any agreement to which he is a party or
by which he may be bound and no litigation 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
liability to perform his obligations hereunder;
e) That the information furnished by the Customer to the Bank in
connection with the said Facility including information relating to the
Asset and /or the Customers payment capability in relation to the said
Facility and/or the Customers financial or asset position does not
contain any untrue statement or omit state any fact the omission of
which

makes

the

statement

misleading

in

the

light

of

the

circumstances under which they were made, and all expression of

expectation, intention and opinion contained herein have been

honestly and reasonably made by the Customer.
4.2

Survival provisions: The representations and warranties set out in

Clause 4.1 shall be correct and accurate in all respects and shall
survive the signing and delivery of this Agreement and until the
payment in full of the Banks Sale Price stipulated herein and all other
moneys and liabilities covenanted to be paid hereunder.

5.

DEFAULT

5.1

In the event that:-

a) The customer

shall default in payment of any one or more of the

Instalments or any other sums or moneys herein agreed or covenanted

by the customer to be paid when due or upon the Bank making
demand for such payments; or
b) The customer shall fail to observe or perform any of the agreements,
covenants, stipulations, terms and conditions on the part of the
customer contained in this agreement and/or any other documents
relating hereto; or
c) The customer shall commit an act of bankruptcy or become bankrupt
or enter into any composition or arrangement with or for the benefit of
creditors of the customer or allow any judgment against the customer
to remain unsatisfied for a period of twenty one (21) days; or
d) The customer shall have given incorrect or misled in the giving of any
representation or warranty under or pursuant to this agreement or any
other agreements related hereto or any representation or warranty
made is found to be incorrect or misleading in a material particular; or
e) At any time it becomes unlawful for the customer to perform the
obligations hereunder; or
f) The customer shall have any legal proceeding instituted or threatened
to be instituted against him; or
g) A change in applicable law or regulation makes it impossible or
unlawful for the bank to continue its making available the said facility
or any part thereof to the customer; or

h) The customer fails to take all reasonable steps to ensure that his
computer system will continue to operate without loss of functionality;
or
i) The customer dies or becomes insane or of unsound mind.
Then and in any of such cases the Banks Sale Price or the balance thereof
remaining unpaid and any other charges thereon and all other sums or
moneys for the time being owing under this Agreement shall immediately
become payable by the customer to the Bank and the Bank itself shall
forthwith become entitled to recover the same and to exercise the right and
power upon default herein contained in this agreement and provided by law
and the bank shall be entitled to enforce this agreement and any or all of the
remedies available to it under the law and all securities provided by the
customer to the Bank shall become enforceable from the date thereof. Any
demand for payment of the moneys owing under this agreement may be
made by a notice in writing requiring payment within seven (7) days from the
date thereof.
6.

CROSS DEFAULT

6.1

Notwithstanding this provision relating to the payment of the moneys

advanced as hereinbefore provided, the customer hereby expressly
agrees that if any sums shall be due from the customer to the bank
from time to time or at any time or if the customer may be or become
liable to the bank on any Islamic banking account or any other Islamic
account, current or otherwise in any manner whatsoever or if default is
made in any provisions of such Islamic account or in any other Islamic
financing facilities granted by the bank to the customer or in any of the
provision herein, then and such event, the said Facility and all
advances and actual compensation pursuant to the Clause 7 herein
together with all moneys payable under such Islamic accounts or other

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Islamic financing facilities aforesaid shall immediately become due and

payable and the security herein shall become immediately enforceable.
7.

ACTUAL COMPENSATION

7.1

In addition and without prejudice to the powers, rights and remedies of

the bank herein provided, if the customer shall default in the payment
on the due date of any one or more of the instalments payable under
this agreement, the customer hereby agrees to pay to the bank actual
compensation and the method or manner of calculation of actual
compensation payable hereunder shall be such method or manner as
the bank shall adopt form time to time as may be approved by Majlis
Penasihat Syariah Kebangsaan of Bank Negara Malaysia and the
decision of the Bank shall be final and conclusive and shall not be
questioned on any account whatsoever.

7.2

The customer hereby covenants to pay actual compensation as an

independent covenant and such covenant is not ancillary or incidental
to the covenant to pay on demand. It is hereby agreed that the
covenant to pay such actual compensation as aforesaid continues after
judgment as well as before and that in the event of judgment, this
covenant shall not merge in such judgment or with any rules or law
regulating the award of interest after judgment.

8.

DELAY AND ACQUIESCENCE

8.1

Notwithstanding the fact that the bank may not have exercised any
remedy available the bank immediately on default by the customer or
that the bank may have accepted moneys from the customer after
such default the bank shall not be held to have condoned or
acquiesced in such default and may at any time thereafter exercise all
or any of the remedies available to the bank and any delay on the part
of the bank in taking steps to enforce the remedies conferred on or

11

available to the bank by this agreement or statute shall not be held to

prejudice the banks rights of action in respect thereof.
9.

SUSPENSE ACCOUNT

9.1

Any moneys received hereunder may be placed and kept 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 or any part thereof in or
towards making discharged of any money or liabilities due or incurred
by the customers to it. Notwithstanding any such payment in the event
of any proceedings in or analogous to bankruptcy, the Bank may
provide for and agree to accept any dividend or composition in respect
of the whole or any part of such moneys and liabilities in the same
manner as if this security had not been created.

10.

COMPLIANCE WITH LAWS

10.1 The customer shall comply with all the conditions expressed or implied
relating to or affecting the asset as well as the provisions of any Act of
Parliament, Ordinance, enactment or rule of law for the time being in
force and of any rules, regulations or orders made thereunder and any
amendments or reenactments thereof from time to time.
11.

CHANGE IN CONSTITUTION

11.1 The security, liabilities and/or obligations created by this agreement

shall continue to be valid and binding for all purposes notwithstanding
any

change

by

amalgamation,

consolidation,

reconstruction

or

otherwise which may be made in the constitution of the bank or any

company by which the business of the bank may for time being be
carried on and shall be available by the company carrying on that
business for the time being and notwithstanding any change by
incorporation

or

otherwise

in the name, style, constitution

or

composition of the customer and the expression the customer in this

12

agreement includes the persons for the time being deriving title under
the customer and it is expressly declared that no change of any sort
whatsoever in relation to or affecting the expressly declared that no
change of any sort whatsoever in relation to or affecting the customer
shall in way affect the security, liabilities and/or obligations under this
agreement in relation to any transaction whatsoever whether past,
present or future.
12.

COSTS AND CHARGES ADVANCES BY THE BANK

12.1 All costs, charges and expenses incurred hereunder by the bank
including any expenditure incurred in the creation, enforcement and/or
preparation of this agreement or in the giving of any notice or in the
making of any demand under or pursuant to or in respect of this
agreement or any moneys secured by this agreement and all other
moneys whatsoever paid by the bank in respect of the said costs,
charges, expenses and expenditures of otherwise howsoever and all or
any other sums of moneys paid of expended by the bank under or
pursuant to the provision of this agreement express or implied shall be
payable by the customer to the bank on demand from the date of the
sums having been paid or expended and such sum shall on demand be
paid to the bank by the customer and until payment shall be in
addition to the banks Sale Price hereby secured and shall form part of
all moneys due under this agreement.
13.

NOTICES

13.1 Any notice required to be given by the customer to the bank or by the
bank to the customer hereunder shall be delivered by prepaid post to
the respective addresses mentioned or to the last known address of
the customer or the banks branch address herein or the last known
address of the branch as the case may be and shall be deemed to have
been duly delivered 48 hours after the notice was put in the post
despite any evidence to the contrary addressed and put in the post

13

and any notice given by the bank including any notice of demand for
moneys advanced by the bank to the customer may be signed on
behalf of the bank by the manager or any other officer of the bank or
by any solicitor or firm of solicitors purporting to act on behalf of the
bank.
13.2 Any notice of change of address by the bank may be given by way of
advertisement of public notice in any daily newspaper and such
change of address shall take effect from the date specified in the
notice.
14.

SERVICE OF LEGAL PROCESS

14.1 The service of any legal process may be delivered at or sent by prepaid
registered or ordinary post to the respective address for service which
shall be the same address specified in Clause 13 hereof and such legal
process shall be deemed to have been duly served if it is sent by
prepaid or ordinary post five (5) days from the date it is posted.
14.2 No change in the address of the customer herein stated howsoever
brought about shall be effective or binding on the bank unless actual
notice of the change of address has been given to the bank.
15.

DISCLOSURE

15.1 The customer hereby consents and authorizes that all information
relating to the said facility granted to the customer may be forwarded
to any bureau or agencies established or approved by Bank Negara
Malaysia (BNM) including the Central Credit Bureau, the Borrower
Loans Information System, Dishonoured Cheque Information System
(DCheqs), Central Credit References Information System (CCRIS) and
other bodies bureau or corporations, as the case may be, for the
purpose of collecting information from financial institution regarding
facilities granted or the accounts maintained with such financial
institutions.

14

15.2 The customer further agrees that the bank shall not in any event be
liable for any claim, loss, damage or liability howsoever arising whether
in contract, tort, negligence, strict liability or any other basis arising
from any inaccuracy or loss, deletion or modification of data or of any
other reason.
15.3 The customer hereby agrees that as long as this agreement continues
and/or as long as any moneys due thereunder remain outstanding, the
bank shall be entitled to disclose information on the customer with the
bank to the banks holding company and to the companies which are
or which in the future may be a subsidiary or related company of RHC
Islamic Bank and its subsidiaries and related companies shall also be
entitled to disclose to the bank and to each other information they
have on the customer.
15.4 From time to time inquiries may be made by the third parties about
information furnished by the customer as to the customers credit
standing. In such event the customer hereby consents and authorises
the Bank to disclose to any such persons all such information that the
bank deems relevant in the circumstances.

16.

ASSIGNMENT OF RIGHTS BY THE BANK

16.1 The bank shall be at liberty at any time with or without the
concurrence of and without notice to the customer to assign all rights
interests and obligations or any part thereof to such person or
corporation as it shall deem fit and upon such assignment, the
assignee shall assume and be entitled to the right interests and
obligations comprised in the assignment as if the assignee had been
the party to this agreement in place of the bank and this assignment
shall be conclusive and binding for all purposes against the customer
and shall not be questioned on any account whatsoever.

15

17.

SEVERABILITY

17.1 If any of the provisions of this agreement 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.
18.

TIME

18.1 Time whenever mentioned shall be of the essence in this agreement.

19.

CONSOLIDATION

19.1 In addition to and without prejudice to any other right of consolidation,

it is hereby declared that the security provided herein shall not be
redeemed or released save and except on payment of not only all
moneys secured hereby but also moneys secured by any other
agreement executed by the customer or any person through whom the
bank claims which is at the date hereof or at any time hereafter
charged or vested in any property other that the asset comprised in
this agreement.
20.

BAI AL-EINAH

20.1 Unless the context otherwise requires, for all purposes of this
agreement, Bai Al-Einah means the principle under Shariah Law
relating to a sale and purchase of an asset for financing whereby the
Asset in question is sold to the customer under the Asset Sale
Agreement of the Banks Sale Price is payable by the customer in
accordance with the terms and conditions there under and the asset is
purchased by the bank under the Asset Sale Agreement at the Banks
Purchase Price agreed to therein.
21.

PROFIT MARGIN

16

21.1 The profit margin attributable to each month incorporated in the

installment during the subsistence of this agreement shall be
computed in accordance with such formula as shall be determined by
the bank.
22.

CIVIL COURTS JURISDICTION

22.1 The parties hereby agree that notwithstanding anything to the contrary
contained herein the civil courts of Malaysian shall have powers and
jurisdiction to hear all matters and disputes which may arise in respect
of this Agreement or other instruments (as the case may be) relating to
the financing facilities provided hereunder.
23.

SUCCESSORS IN TITLE

23.1 This agreement shall be binding upon the heirs and executors of the
customer and the successors in title of the bank.
24.

LETTER OF OFFER

24.1 The customer hereby acknowledges and declares that the customer
has duly accepted the Letter of Offer and has agreed to the terms and
conditions thereof.
24.2 Notwithstanding anything to the contrary express or implied in or by
this agreement or the Letter of Offer, the bank shall be entitled from
time to time and at any time to amend, modify or otherwise
supplement the terms or conditions or provision of all or any one or
more or the Letter of Offer as the bank may from time to time and its
absolute deem fit.
24.3 The Letter of Offer shall form part of the security documents to be
created as herein provided.

17

25.

PRINCIPAL AND SUBSIDIARY INSTRUMENT

25.1 it is hereby agreed and declared that this agreement, the Asset
Purchase Agreement, are instrument employed in one transaction to
secure the payment of the Banks Sale Price within the meaning of
Section 4(3) of the Stamp Act 1949 and for the purposes of the said
Section this Agreement is deemed to be the principal instrument and
the Asset Purchase Agreement is deemed to be the subsidiary
instruments.
26.

SCHEDULES

26.1 The schedules hereto shall be taken, read and construed as an integral
part of this agreement.
27.

INTERPRETATION

27.1 In this agreement unless there is something in the subject or context

inconsistent such construction or unless it is otherwise expressly
provided:a) Words importing the masculine gender only include the feminine and
neuter genders;
b) Words in the singular include the plural and words in the plural include
the singular;
c) Where there are two (2) or more persons included or comprised in the
expression the customer, agreement covenants stipulations and
undertaking expressed to be made by and on the part of the customer
shall be deemed to be made by or binding upon such persons jointly
and severally.
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The Reminder Of This Page Has Been Intentionally Left Blank

18

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a)

19

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

SIGNED by
For and on behalf of
BANK TIJARAH

)
)

BERHAD (4422-M)
By its Attorney

)
)..

In the presence of:-

) Amiza binti Abd Kahar

SIGNED by the customer

In the presence of:-

)
)
Dato Dr. Syed Ahmad Bin Syed Husain

20

FIRST SCHEDULE
(Which is to be taken read and construed as an integral part of this
Agreement)
Secti

Item

Particulars

No.
1

The day and year of this

This 11th day of March

Agreement
Name and description of the

2006
Dato Dr. Syed Ahmad Bin Syed

customer

Husain

Place of Business of the Bank

541010-08-5745
62 Jalan Tasik Permaisuri, Bandar

The said Facility or the Banks

Tun Razak, 56000 Kuala Lumpur

Ringgit Malaysia :

5
6

Purchase Price
Purpose of the said Facility
Details of the Asset

400,000.00
Personal use
Certificate no. and Amount

on

*certificate No., if any.

PBB BAE 1 :
..
PBB BAE 2 :
..
PBB BAE 3 :

The Banks Sale Price

..
Ringgit Malaysia :
620,000.00

21

SECOND SCHEDULE
(Which is to be taken read and construed as an integral part of this
Agreement)
Secti

Item/Particulars

on
No.
1

The Banks Sale Price and monthly installments referred to in

Clause 3 shall be paid by the Customer to the Bank as follows:
Month(s)

Instalment

Total

120 month(s)

2400.00

620,000.00

1 month

2400.00

400,000.00

The first of which instalment shall commence one (1) month

after the date of first disbursement of the said Facility or such
other date as the Bank may stipulate and the remainder at
regular successive intervals of one (1) month thereafter until
the payment of the Banks Sale Price and any other moneys
payable under this Agreement is made in full.

22

THIRD SCHEDULE
LETTER/S OF OFFER
Letter of Offer Dated 04/03/2015