DOCUMENTARY CREDIT ISSUANCE TERMS

(b) Crediting it to yourselves against any indebtedness which may now exist or hereafter arise by us to you in respect of any other account dealing or...

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DOCUMENTARY CREDIT ISSUANCE TERMS In consideration of the Bank establishing the credit, we agree as follows: 1. 2. 3. 4. 5. 6. 7. 8.

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We authorise you to, on the basis of documents alone, accept and/or pay all drafts and/or documents drawn upon us pursuant hereto. You may at your discretion restrict advising/negotiation under this Documentary Credit to your own Offices or to any Correspondent or Agents of your choice. You are authorised to instruct any bank or branch concerned to despatch any draft(s) and/or any documents by one or more mailer any other method of conveyance at your sole discretion. We undertake to pay on presentation or to accept on presentation and pay at maturity drafts negotiated within the terms of the Documentary Credit. You may at your absolute discretion reject the documents if there is/are discrepancy/ies in the documents against the Documentary Credit terms. In respect of examination of documents drawn under the Documentary Credit by the Bank, determination of compliance by the Bank shall be final. We agree to pay your commission, interest and all expenses including insurance premium and your agent's charges. It is clearly understood that the Bank is not directly concerned with the proper fulfillment of the contract between the seller and the buyer. Its duty is simply to receive documents on behalf of the applicant, which purport to comply with the condition stated when opening the documentary credit. You are to have a lien on all goods, documents, policies and insurance certificates and proceeds thereof with full power of sale over said goods, for any obligations or liabilities present or future incurred by you under and arising out of this Documentary Credit. In instances where we requested the Bank to nominate a Reimbursing Bank and/or the Bank nominates a Reimbursing Bank, the Documentary Credit will also be subject to the current Uniform Rules for Bank to B.ank Reimbursement under Documentary Credit by International Chamber of Commerce in so far as are applicable. And if these documents are presented with discrepancy/ies by the Negotiating and/or Confirming Bank and interest is incurred by you, we undertake to pay you the foreign currency interest so incurred from the date your Nostro account is debited or from the date of remittance schedule from Negotiating and/or Confirming Bank to the date of acceptance of discrepancy/ies by us. The amount payable shall be at your prevailing foreign currency interest rate. You may at your absolute discretion and without giving notice to us convert into Malaysian Ringgit equivalent, all drafts and documents negotiated under this credit at the prevailing rate of exchange at any time after the receipt of cable of negotiation or the relative drafts and documents, unless otherwise, arranged. We certify that the imports of the relevant goods are not prohibited or restricted and that we hold and undertake to exhibit to you a valid license where such license is required. We certify that for shipment(s) that involve merchanting trade, the export proceeds shall be channeled back to Malaysia within 6 months from the date of shipment. You are authorised to accept at your sole discretion insurance policies/certificates issued by other countries with clauses, which are equivalent to the Institute Cargo clauses. If the insurance is to be covered by the buyer, we undertake to produce to you within 3 working days from date of this application an insurance policy or certificate acceptable to you .and in your name for the value of the Documentary Credit value plus at least 10%, failing which you may effect insurance at our expenses but you are not obliged to do so. You are authorised to make any additions to the documents and/or terms and conditions specified under this Documentary Credit, which you may consider necessary including compliance with government regulations but you are not obliged to do so. You are hereby authorised to debit our account with you for the documents drawn under the Documentary Credit without notice or other reference to us and if: (a) as a result of such debit our account shall be overdrawn, we agree that interest shall accrue thereon at such rate as may be determined by you and be payable together with other customary bank charges which you may impose; (b) You shall not be liable for the dishonour of any cheque drawn by us on the account if as a result of debiting our account, there are insufficient funds for payment of the same. To pay on presentation the full amount as drawn or to accept on presentation and pay at maturity the full amount as drawn and without any deduction or allowance in respect of the sum deposited by us with you, or earmarked by you in our account as marginal deposit in accordance with the provisions of clause 19 appearing herein, the draft(s) drawn under this Documentary Credit even should the merchandise be diverted or over-carried or fail to arrive or be refused landing at destination due to whatever cause. That you are authorised to earmark/debit our account(s) the required marginal deposit as determined by the Bank such additional deposit as may be demanded from time to time. That you are hereby authorised and empowered at your absolute discretion and without any notice to us to apply the above deposit by: (a) Setting off the same against the amount due on the draft(s) drawn under the Documentary Credit or any other monies due to you hereunder; or (b) Crediting it to yourselves against any indebtedness which may now exist or hereafter arise by us to you in respect of any other account dealing or transaction between us. And it is agreed and understood that we shall not be entitled to claim the refund of the said deposit until and unless the draft(s) under this Documentary Credit and all other monies which be due to you hereunder shall have been paid in full and any other indebtedness by us to you in respect of any other account dealing or transaction between us have been settled. In case of any extension or renewal of the Documentary Credit, increase or other modification of its terms, this agreement shall continue to be binding upon us in all respects to the Documentary Credit as so extended, renewed, increased or modified. In order to facilitate our instructions in the Documentary Credit application submitted from time to time, you are authorised, at your absolute discretion, to issue the Documentary Credit through your overseas branches. Our liability under the Documentary Credit shall not be in any way prejudiced. Affected or diminished by reason that the Documentary Credit was reissued through your overseas branches and shall remain in full force and effect. We hereby further agree: (a) to indemnify you fully and unconditionally against any losses, damages, claims, penalties, expenses, costs (legal or otherwise including costs on a solicitor and client basis) which may be suffered by you or claimed against you as a result of your issuance of any irrevocable Documentary Credit therein and/or as a result of your discharging any of our mandate given to you from time to time pertaining to any irrevocable Documentary Credits issued therein. (b) that you or any of your agent, servant , employee, officer, or director shall have no liability whatsoever (whether in contract, tort or otherwise) to us save as a result of gross negligence or willful default provided always that you and the aforesaid persons shall in any event have no liability whatsoever (whether in contract, torts or otherwise) to us for any special, indirect, unforeseeable, consequential or punitive damages (including without limitation any loss of profit, business or anticipated savings) all of which we hereby agree are expressly excluded. (c) That the Bank is authorised and has absolute discretion to prepay a draft accepted by the Bank under this Documentary Credit of full value or at a discount at any time before maturity. Without prejudice to any other provision herein, we shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connection with or arising herein. We agree that the terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.

DOCUMENTARY COLLECTION TERMS In consideration of your collection of the bills and documents appearing on our Documentary Collection Application, we hereby agree: 1.

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That having exercised due care in the selection of any correspondent to whom the items mentioned on our Documentary Collection Application may be sent for collection, you shall not be responsible for any act,omission, default, suspension, insolvency or bankruptcy of any such correspondent or sub-agent thereof, or for any delay in remittance, loss in exchange or loss of items or its proceeds during transmission or in the course of collection, until such time as actual payment shall have come into your possession. That you are hereby authorised to debit our account(s) for any advances made in anticipation of collection as well as all disbursement made in connection therewith. We agree to pay your commission, interest and all expenses and your agents charges unless otherwise specified on our Documentary Collection Application. We hereby further agree: (a) to indemnify you fully and unconditionally against any losses, damages, claims, penalties, expenses, costs (legal or otherwise including costs on a solicitor and client basis) which may be suffered by you or claimed against you as a result of your advances and/ or collection of the Bills and/or Documents therein and/or as a result of your discharging any of our mandate given to you from time to time pertaining to the Bills and/or the Documents therein; (b) that you or any of your agent, servant , employee, officer, or director shall have no liability whatsoever (whether in contract, tort or otherwise) to us save as a result of gross negligence or willful default provided always that you and the aforesaid persons shall in any event have no liability whatsoever (whether in contract, torts or otherwise) to us for any special, indirect, unforeseeable, consequential or punitive damages (including without limitation any loss of profit, business or anticipated savings) all of which we hereby agree are expressly excluded; (c) the Bank shall be entitled in its sole discretion to convert any advances denominated in foreign currency into MYR denomination on the due date for payment or at any time thereafter and we shall be liable to the Bank for the amount in MYR denomination; (d) in the event of non-payment by the drawee, where the advances denominated in foreign currency is not converted into MYR denomination, a default rate at 2.0% per annum above the prevailing foreign currency overdrawn rate or such other rate as stipulated in your Letter of Offer to us, from the due date for payment up to the date of full repayment shall be payable by us to the Bank; (e) in the event of a non-payment by the drawee, where either the advances denominated in MYR or the advances denominated in foreign currency is converted into MYR denomination, a default rate at 3.0% per annum above the Bank's prevailing Base Lending Rate or such other rate as stipulated in your Letter of Offer to us, from the due date for payment up to the date of full repayment shall be payable by us to the Bank. If required by exchange regulations, release documents against provisional payment in local currency and drawee(s) written undertaking to remain responsible for any exchange fluctuation. Surrender draft when remittance effected. If immediate credit has been given for the drafts described on our Documentary Collection Application. It is understood that such credit is conditional and is subject to collection and receipt by you of the requisite number of dollars: in the absence of such receipt and collection by you, we will upon your demand, reimburse you for the amount so advanced plus the agreed rate of interest for the time outstanding. If the collection is returned unpaid, documents are to be returned by regular mail to the address mentioned on our Documentary Collection Application. It is understood that in receiving items for collection, the Bank acts only as collecting agent and assume no responsibility beyond the exercise of due care. All items are credited subject to final payment in cash or solvent credits. The Bank will not be liable except for its own negligence. The Bank or its correspondents may send items directly or indirectly to any Bank, including the payer and accept its draft or credit as conditional payment in lieu of cash, it may charge bank any item at any time before final payment, whether returned or not, also any item drawn on the Bank not good at close of business on day presented. Without prejudice to any other provision herein, we shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connection with or arising herein. We agree that the terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.

DOCUMENTARY CREDIT TRANSFER TERMS In consideration of your transfer of the referred Documentary Credit, we hereby agree that: 1. 2.

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The Bank shall retain the original Documentary Credit, including its amendments (if any) and provide us with a copy of the transferred Documentary Credit to the Transferee. For Full Transfer, by this transfer, all our rights in the original Documentary Credit are transferred to the Transferee. The Transferee shall have all rights as the beneficiary of the transferred Documentary Credit (up to the Transferred Amount), including sole rights relating to any amendments . Any subsequent amendments are to be advised direct to the Transferee without necessity of any consent or notice to us with the exception of amendments involving increase in value and increase in the quantity of goods and transfers with substitution of drafts and invoices; For Partial Transfers and Transfers with substitution of drafts and invoices, we agrees that any :subsequent amendments to the Documentary Credit are to be advised to us and we shall at that time indicate to the Bank whether or not the amendments are also to be advised to the Transferee. We agrees to indemnify the Bank for any consequences as may arise from any delay and/or omission in our said indication; For Transfers with substitution of drafts and invoices, we agrees that upon receipt by the Bank of the draft(s) and the shipping documents of the Transferee (Second Beneficiary), we shall deliver to the Bank our draft(s) and commercial invoices drawn in accordance with the terms of the original Documentary Credit and such draft(s) and invoices are to be attached by the Bank to the shipping documents in substitution of those presented by the Second Beneficiary; The Bank may in its absolute discretion elect to pay us immediately or after the Bank have received the proceeds from the Issuing Bank. The Bank is under no obligation to negotiate any drawing(s) under the transferred Documentary Credit. In the event of our failure, at the Bank's demand, to deliver to the Bank the substitution draft(s) and invoices as specified above, the Bank is authorised to dispose the invoices and other shipping documents accompanying the draft(s) of the Second Beneficiary in accordance with instructions from the original Documentary Credit Issuing Bank without any responsibility on the Bank's part for payment of the difference between the amount of the Second Beneficiary's draft(s) and the amount authorised to be paid under the original Documentary Credit. It is hereby expressly understood that the Bank shall not be responsible for the description, quantity, quality or value of the merchandise shipped under the Transferred Documentary Credit, or for the correctness, genuineness or validity of the documents, or for the general or particular conditions stipulated in the shipping documents, or for any other cause beyond the Bank's control. Without prejudice to any other provision herein, we shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connection with or arising herein. We agree that the terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.

DOCUMENTARY CREDIT DRAWING/NEGOTIATION TERMS In consideration of your handling of Documentary Credit drawing/negotiation of the bills and documents appearing on our Documentary Credit Drawing/Negotiation Application , we hereby agree: 1.

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That having exercised due care in the selection of any correspondent to whom the items mentioned on our Documentary Credit Drawing/ Negotiation Application maybe sent for honour, you shall not be responsible for any act, omission, default, suspension, insolvency or bankruptcy of any such correspondent or sub-agent thereof, or for any delay in remittance, loss in exchange or loss of items or its proceeds during transmission or in the course of collecting payment from the Documentary Credit Issuing Bank, until such time as actual payment shall have come into your possession. That you are hereby authorised to debit our account(s) for any negotiation made in anticipation of payment from the Documentary Credit Issuing Bank as well as all disbursement made in connection therewith. We agree to pay your commission, interest and all expenses and your agents charges unless otherwise specified on our Documentary Credit Drawing/Negotiation Application. We hereby further agree: (a) to indemnify you fully and unconditionally against any losses, damages, claims, penalties, expenses, costs (legal or otherwise including costs on a solicitor and client basis) which may be suffered by you or claimed against you as a result of your negotiation and/or collection of payment from the Documentary Credit Issuing Bank and/or as a result of your discharging any of our mandate given to you from time to time pertaining to the Documentary Credit Drawing/Negotiation Application therein; (b) that you or any of your agent, servant , employee, officer , or director shall have no liability whatsoever (whether in contract, tort or otherwise) to us save as a result of gross negligence or willful default provided always that you and the aforesaid persons shall in any event have no liability whatsoever (whether in contract, torts or otherwise) to us for any special, indirect, unforeseeable, consequential or punitive damages (including without limitation any loss of profit, business or anticipated savings) all of which we hereby agree are expressly excluded; (c) the Bank shall be entitled in its sole discretion to convert any negotiated amount denominated in foreign currency into MYR denomination on the due date for payment or at any time thereafter and we shall be liable to the Bank for the amount in MYR denomination; (d) in the event of non-payment by the Documentary Credit Issuing Bank, where the negotiated amount denominated in foreign currency is not converted into MYR denomination, a default rate at 2.0% per annum above the prevailing foreign currency overdrawn rate or such other rate as stipulated in your Letter of Offer to us, from the due date for payment up to the date of full repayment shall be payable by us to the Bank; (e) in the event of non-payment by the Documentary Credit Issuing Bank, where either the negotiated amount denominated in MYR or the negotiated amount denominated in foreign currency is converted into MYR denomination, a default rate at 3.0% per annum above the Bank's prevailing Base Lending Rate or such other rate as stipulated in your Letter of Offer to us, from the due date for payment up to the date of full repayment shall be payable by us to the Bank. If required by exchange regulations, release documents against provisional payment in local currency and Documentary Credit Issuing Bank written undertaking to remain responsible for any exchange fluctuation. Surrender draft when remittance effected. If immediate credit has been given for tile drafts and/or documents described on our Documentary Credit Drawing/Negotiation Application, it is understood that such credit is conditional and is subject to receipt by you of the requisite number of dollars from the Documentary Credit Issuing Bank: in the absence of such receipt by you, we will upon your demand, reimburse you for the amount so advanced plus the agreed rate of interest for the time outstanding. If the drafts and for documents is returned unpaid, drafts and/or documents are to be returned by regular mail to the address mentioned on our Documentary Credit Drawing/Negotiation Application. It is understood that in receiving items for honour or negotiation, the Bank acts only as Presenting Bank or Negotiating Bank and assume no responsibility beyond the exercise of due care. All items are credited subject to final payment in cash or solvent credits. The Bank will not be liable except for its own negligence. The Bank or its correspondents may send items directly or indirectly to any Bank, including the payer and accept its draft or credit as conditional payment in lieu of cash, it may charge bank any item at any time before final payment, whether returned or not, also any item drawn on the Bank not good at close of business on day presented. Without prejudice to any other provision herein, we shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connection with or arising herein. We agree that the terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.

BANKER'S ACCEPTANCE (BA) DRAWDOWN TERMS We hereby: 1.

2. 3.

Undertake and represent that: (i) BA drawn by us and presented to the Bank for acceptance and/or discounting from time to time are for the financing of our genuine trade transactions for the purchase from or sale to resident or non-resident. (ii) For BA drawn by us to finance purchases, the good purchased are not on hire purchase terms or intended to be our fixed assets or intended to be leased to another person. (iii) For BA drawn by us to finance sales of goods on credit terms, the goods are not subject to a sale and lease-back agreement or we do not intend to sell or have not pledged to sell or have not "sold" the receivable under a factoring agreement or the goods were not sold under hire-purchase terms. (iv) the trade transactions in relation to the BA drawn by us and presented to the Bank for acceptance and/or discounting from time to time are between two separate legal entities (v) Where the parties to a transaction are sole proprietorships or partnerships, the proprietors or majority of the partners are not the same person(s). (vi) where the parties to a transaction are related companies within the meaning of Section 6 of the Companies Act 1965,the transaction between the parties was a bona fide transaction resulting in a genuine transfer of title to the goods concerned evidenced by proper and adequate documentation. (vii) no other forms of financing, including but not limited to financing pursuant to a lease, hire purchase, or factoring agreement has been or will be obtained by us for the same transaction(s) under which the BA are drawn on the Bank for acceptance and/or discounting. Undertake to deliver to the Bank the original export or inland bills for collection through the Bank for BA presented to the Bank for acceptance and/or discounting from time to time for the financing of our sales to resident or non-resident. Agree that in instances where the export or inland bills are sent for collection through the Bank and in the event the sale proceeds are received by the Bank before maturity of the BA, the Bank shall have absolute discretion regarding deployment of proceeds and is hereby authorised to perform the following: (i) Utilise the sales proceeds to redeem the outstanding BA before maturity if the BA has not been sold by the Bank. (ii) Credit the sales proceeds into our current account, earmark the face value of the BA from our current account and then debit our current account and utilise the amount earmarked to settle the BA upon maturity. (iii) Utilise the sales proceeds received to purchase a money market instrument, if available, up to the maturity date of the BA and

4. 5. 6.

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then utilise the proceeds to settle the BA upon maturity. (iv) Hold or dispose off the sales proceeds in any other manner deemed fit by the Bank in order to settle the BA. Agree to forward to the Bank all proceeds of sales collected without any deduction immediately upon the receipt thereof in the event the Bank allows us to forward the export bills or inland bills directly to our buyer for collection. Confirm that in the event the application involves merchanting trade, the export proceeds shall be channeled back to Malaysia within 6 months from the date of shipment. Undertake as follows: (i) To produce any documentary evidence as may from time to time be required by the Bank to verify the validity of the transaction and the existence of the transacting parties including but not limited to certificates of corporation, business registrations, licenses, memorandum and articles of association. (ii) To deliver to the Bank the complete set of original supporting documents for the BA drawn by us on the Bank for acceptance and/or discounting. (iii) that in the event the Bank accepts documents produced or appearing to have been produced by reprographic systems, automated or computerised systems or carbon copies as supporting documents for drawing of BA by us, we will upon receipt of the original documents forthwith deliver the same to the Bank even though the BA may already have been drawn. (iv) That in the event the Bank allows a BA to be drawn based on a single document, we will present the remaining supporting documents to the Bank once they become available. (v) to produce the approval letter from the Controller of Foreign Exchange to the Bank in the event we extend credit terms beyond six months for export of goods to non-resident purchasers and request for a BA to be drawn to finance the trade transaction. (vi) Upon request of the Bank, to deliver to the Bank any document(s) information in our possession which the Bank may from time to time require. Agree that the rate of acceptance commission and discount charges shall be determined at the sole discretion of the Bank. Authorise the Bank to discount and/or rediscount any BA drawn by us and accepted by the Bank. We hereby expressly authorise you to: (i) Debit our Current Account with you for the difference between the amount required to settle the trade bill/invoice together with interest and charges, if any and the BA. (ii) Debit our Current Account for the face value of the BA plus charges if any without giving us notice of dishonour, on or before maturity date of the BAs if the trade bill is dishonoured on or before the maturity date of the BA. (iii) Debit our Current Account on the maturity date of the BA if the proceeds of the trade bill have not been received by you on the maturity date of the BA. (iv) Debit our Current Account with the face value of the BA at maturity together with any other incidental charges incurred if any. In the event there are insufficient funds in any or all of our accounts with the Bank to repay the amounts due under the BA, the Bank shall be at liberty to treat such amounts or any part thereof as being overdue and interest at the excess rate of BLR + 3.5% p.a. or such other rate as the Bank may from time to time change, shall be charged on the overdue amounts. We further authorise the Bank to set-off any sums so due by usto the Bank with any deposits held by us at any of the Bank branches. Authorise the Bank to use any information provided by us herein and in any account or facility maintained by us with you in connection with the BA or transactions or flow on transactions involving the BA for your purpose of administration, statistical l analysis, conducting surveys of any nature with our buyers and suppliers, operations relating to marketing, profiling, finance and your other activities including the activities of your related companies. Agree and undertake to indemnify and keep the Bank indemnified against all claims, losses, damages, costs and expenses which the Bank may incur, whether directly or indirectly as a result of the Bank accepting and/or discounting the BA drawn by us. Agree that all applications for financing under BA shall be made on the Bank's standard form. The Bank reserves the right to reject any application for financing under BA and/or impose its own conditions in addition to Bank Negara Malaysia's guidelines without having to give any reasons thereto. Confirm that the BA presented to the Bank for acceptance and/or discounting shall conform in all respects with the current "Guidelines on Banker's Acceptances" laid down by Bank Negara Malaysia including any subsequent modifications and amendments thereto. Agree that in the event of the Bank making available to us BA facility upon term(s) which is or are different from that stated in our application therein, it shall be deemed that we have accepted the Bank's terms and counter offer upon our utilising the BA facility of the Bank. Without prejudice to any other provision herein, shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connection with or arising herein. Agree that the terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.

MULTl CURRENCY TRADE LOAN (MCTL) DRAWDOWN TERMS We confirm that: 1. 2. 3. 4. 5.

6.

7. 8. 9. 10. 11.

12. 13.

We have not obtained other kinds of financing for MCTL application presented to the Bank from time to time for financing; We are fully aware of our exposure on the foreign exchange rate risk on the drawing down and upon settlement on the MCTL; The Bank :shall be entitled in its sole discretion to convert any MCTL denominated in foreign currency into MYR denomination on the maturity date or at any time thereafter and we shall be liable to the Bank for the amount in MYR denomination of the converted MCTL; No event of default has occurred and is continuing as at the date of our MCTL application or will have occurred on the date requested therein on which the MCTL application presented to the Bank from time to time is to be drawdown; In the event of a default of payment by us, where the MCTL denominated in foreign currency is not converted into MYR denomination, a default rate at 2.0% per annum above the prevailing foreign currency overdraft rate or such other rate as stipulated in your Letter of Offer to us, from the date of default upto the date offull repayment shall be payable by us to the Bank; In the event of a default of payment, where either the MCTL denominated in MYR or the MCTL denominated in foreign currency is converted into MYR denomination, a default rate at 3.0% per annum above the Bank's prevailing Base Lending Rate or such other rate as stipulated in your Letter of Offer to us, from the date of default up to the date of full repayment shall be payable by us to the Bank; You are authorised to debit our Account with you on the maturity date of the MCTL; No circumstances has occurred which will make it impractical for us to perform and comply with all our obligations under and in relation to the MCTL, the Letter of Offer and/or Facilities Agreement or the Security Documents executed or to be executed by us; No event has occurred which would amount to a. material adverse change in any circumstances including any material adverse change in our business condition or operations (financial or otherwise); In the event the MCTL application involves merchanting trade, the export proceeds shall be channeled back to Malaysia within 6 months from the date of shipment. All our representations, warranties, agreements and covenants contained in the Letter of Offer and/or Facilities Agreement and the Security Documents executed or to be executed byus, are true, correct and accurate in all respects in relation to the facts pertaining asat the date of our MCTL application as if they had been set out in full herein; The relevant conditions precedent contained inthe Letter of Offer and/or Facilities Agreement have been fulfilled and complied with; The MCTL application presented to the Bank from time to time will not give rise to any such event as is referred to in paragraph 4 above nor will it cause any of our representations, warranties and agreements contained in the Letter of Offer and/or Facilities Agreement and the Security Documents executed or to be executed by us, to be untrue or incorrect as if made at the date of such disbursement and to the best of our knowledge, there is no reason why we will not be permitted to make any payment as required

under the Letter of Offer and/or Facilities Agreement, and 14. There has been no breach of or default by us in performing and complying with any of our obligations under and in relation to the Facility (ies), the Letter of Offer and/or Facilities Agreement or the Security Documents executed or to be executed by us/third party, whichever applicable. 15. Without prejudice to any other provision herein, we shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connection with or arising herein. 16. The terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia. STANDBY LETTER OF CREDIT ISSUANCE TERMS In consideration of the Bank establishing the Standby Letter of Credit, we agree as follows: 1. 2. 3. 4. 5. 6. 7. 8.

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We authorise you to pay all claims drawn upon the said Standby Letter of Credit pursuant hereto. You may at your discretion restrict advising this Standby Letter of Credit to your own Offices or to any Correspondent or Agents of your choice. You are authorised to instruct any bank or branch concerned to despatch any claims by one or more mail or any other method of conveyance at your sole discretion. We undertake to pay on presentation any claims within the terms of the Standby Letter of Credit. You may at your absolute discretion reject the claims if there is/are discrepancy/ies in the claim document against the Standby Letter of Credit terms. In respect of examination of the claim documents drawn under the Standby Letter of Credit by the Bank , determination of compliance by the Bank shall be final. We agree to pay your commission, interest and all expenses including insurance premium and your agent's charges. It is clearly understood that the Bank is not directly concerned with the proper fulfillment of the contract and/or performance between the applicant and the beneficiary. Its duty is simply to receive the claim document on behalf of the applicant, which purport to comply with the condition stated when opening the Standby Letter of Credit. You may at your absolute discretion and without giving notice to us convert into Malaysian Ringgit equivalent, all claims honoured under this Standby Letter of Credit at the prevailing rate of exchange at any time after the receipt of the relative claims, unless otherwise arranged. You are authorised to make any additions to the documents and/or terms and conditions specified under this Standby Letter of Credit, which you may consider necessary including compliance with government regulations but you are not obliged to do so. You are hereby authorised to debit our account with you for any claims made against the Standby Letter of Credit without notice or other reference to me/us and if: (a) as a result of such debit our account shall be overdrawn, we agree that interest shall accrue thereon at such rate as may be determined by you and be payable together with other customary bank charges which you may impose; (b) You shall not be liable for the dishonour of any cheque drawn by me/us on the account if as a result of debiting our account; there are insufficient funds for payment of the same. To pay on presentation the full amount, without any deduction or allowance in respect of the sum deposited by us with you, or earmarked by you in our account as marginal deposit in accordance with the provisions of clause 13 appearing herein, the claim(s) made against the Standby Letter of Credit. That you are authorised to earmark/debit our account(s) the required marginal deposit as determined by the Bank such additional deposit as may be demanded from time to time. That you are hereby authorised and empowered at your absolute discretion and without any notice to us to apply the above deposit by: (a) Setting off the same against the amount due on the claim(s) made against the Standby Letter of Credit or any other monies due to you hereunder; or (b) Crediting it to yourselves against any indebtedness which may now exist or hereafter arise by us to you in respect of any other account dealing or transaction between us. And it is agreed and understood that we shall not be entitled to claim the refund of the said deposit until and unless the claim(s) under this Standby Letter of Credit and all other monies which be due to you hereunder shall have been paid in full and any other indebtedness by us to you in respect of any other account dealing or transaction between us have been settled. In case of any extension or renewal of the Standby Letter of Credit, increase or other modification of its terms, this agreement shall continue to be binding upon us in all respects to the Standby Letter of Credit as so extended, renewed, increased or modified. In order to facilitate my/our instructions in the Standby Letter of Credit application submitted from time to time, you are authorised, at your absolute discretion, to issue the Standby Letter of Credit through your overseas branches. Our liability under the Standby Letter of Credit shall not be in any way prejudiced, affected or diminished by reason that the Standby Letter of Credit was reissued through your overseas branches and shall remain in full force and effect. We hereby further agree: (a) to indemnify you fully and unconditionally against any losses, damages, claims, penalties, expenses, costs (legal or otherwise including costs on a solicitor and client basis) which may be suffered by you or claimed against you as a result of your issuance of any irrevocable Standby Letter of Credit therein and/or as a result of your discharging any of our mandate given to you from time to time pertaining to any irrevocable Standby Letter of Credits issued therein. (b) that you or any of your agent, servant , employee, officer , or director shall have no liability whatsoever (whether in contract, tort or otherwise) to us save as a result of gross negligence or willful default provided always that you and the aforesaid persons shall in any event have no liability whatsoever (whether in contract, torts or otherwise) to us for any special, indirect, unforeseeable, consequential or punitive damages (including without limitation any loss of profit, business or anticipated savings) all of which we hereby agree are expressly excluded. Without prejudice to any other provision herein, we shall be liable for any goods and services tax payable in connection with or arising out of this application, facility, services or in connect on with or arising herein. We agree that the terms herein shall be governed by the laws of Malaysia and shall be subject to the exclusive jurisdiction of the courts of Malaysia.