Section 14

each obligor with respect to such asset shall be deemed to have released and discharged the seller from the disclosed obligations with respect to such asset;

each obligor and each other person having any right, title or interest in such asset shall be deemed to have consented

20 Laws of Malaysia to and accepted the assumption by the Corporation of all of the disclosed obligations with respect to such asset;

an existing instrument, whether in the form of a deed, will or otherwise, or order of any court, under or by virtue of which the seller has title or ownership of or rights to such asset, shall be construed and shall have effect as if for any reference therein to the seller there were substituted a reference to the Corporation;

an existing agreement in relation to such asset to which the seller was a party shall have effect in so far as it is applicable to the disclosed obligations, disclosed claims and registered interest as if the Corporation had been party thereto instead of the seller;

an existing mandate, power of attorney, authority, undertaking or consent in relation to such asset which was given to the seller, either alone or jointly with another person, shall be deemed to have effect, as if given to the

Corporation either alone or jointly with the other person, as the case may be;

a negotiable instrument or order for payment of money in relation to such asset which was given to the seller before the vesting date, shall have the same effect on and from the vesting date, as if it had been given to the Corporation;

where the custody of any goods, things or documents in relation to such asset is held by the seller as bailee immediately before the vesting date, such goods, things or documents shall be deemed to have passed to the

Corporation and the rights and disclosed obligations of the seller under any contract of bailment relating to any such asset shall be transferred to the Corporation free of any claim save for disclosed claims;

if such asset is security held immediately before the vesting date by the seller, or by a nominee of or trustee for the seller, as security for the payment or discharge of any liability of any person, such security shall be held by the

Corporation or, as the case may be, shall be held by that

Pengurusan Danaharta Nasional Berhad 21

nominee or trustee as the nominee of, or trustee for, the

Corporation with the same priority as the seller, and to the extent of that liability, shall be available to the

Corporation as security for the payment or discharge of that liability; and where any such security extends to future advances or future liabilities, shall be held by, and be available as provided for in this paragraph to the

Corporation as security for future advances by, and future liabilities to, the Corporation in the same manner in all respects as future advances by, or future liabilities to, the seller were secured thereby immediately before the vesting date;

in addition to any other right, power or remedy granted to the Corporation in this Part, the Corporation shall have the rights, powers and remedies (and in particular the rights and powers as to taking or resisting legal or other proceedings or making or resisting applications to any authority) for ascertaining, protecting or enforcing the rights, titles, interests and disclosed obligations vested in the Corporation including those rights, titles, interests or obligations in respect of any legal or other proceedings or applications to any authority pending immediately before the vesting date by or against the seller, and resisting any disclosed claims or registered interest as if they had at all times been the rights, titles, interests and obligations of the Corporation;

a judgment or award obtained by the seller in relation to such asset and not fully satisfied before the vesting date shall be enforceable by the Corporation;

no provision in any law or agreement limiting or prohibiting the right of the seller or requiring any consent to assign, sell, dispose or transfer such asset shall have any application or effect in respect of any acquisition or disposition by the Corporation, except that a disposition of such asset by the Corporation shall be subject to the approval of the relevant regulatory body or relevant State

Authority having jurisdiction over such disposition;

22 Laws of Malaysia

no acquisition or disposition of such asset by the

Corporation shall be void or voidable by reason of the application of any law;

where the interest rate under any agreement in respect of an asset acquired by the Corporation is to be determined by reference to the cost of funds or base lending rate of the seller or is an interest rate that is otherwise no longer determinable as provided in the agreement, the interest rate payable under such agreement shall be—

such interest rate as the Corporation may agree with the obligor of the agreement; or

be regarded as placing the Corporation, the seller, or any person deriving title from the Corporation or any other person in breach of, or default under, any contract, or in breach of confidence;

be regarded as giving rise to a right for any person to—

terminate or cancel or modify an agreement;

be regarded as placing the seller, the Corporation or any other person in breach of any law or agreement prohibiting, restricting or regulating the assignment, sale, disposition or transfer of any asset or disclosure of information;

Pengurusan Danaharta Nasional Berhad 23

release a surety from an obligation;

invalidate or discharge a contract or security;

be regarded as terminating, cancelling or varying any rights, privileges, exemptions

(including any tax exemptions) or priorities to which the seller was entitled and which by virtue of this section has vested in the

Corporation.

that person has had or would have had a set-off or counterclaim against the seller or any other person;

any person had a prior interest, whether legal or equitable, in the asset;

any person was a party to or privy to any fraud, duress, coercion, undue influence, or misrepresentation;

there was a mistake of law or fact;

any agreement to which the asset relates was in furtherance of an illegal purpose or that any consideration given or received thereunder was unlawful or that the object of the agreement which constitutes or is one of the constituents of the asset is unlawful;

there was a total failure of or no consideration or there was any partial failure of consideration;

the person who executed or is deemed to have executed or who is a party to any document of title for the asset or written contract which evidences, gives rise to or secures the asset did not understand the document;

24 Laws of Malaysia

the person who executed or is deemed to have executed or who is a party to any document of title for the asset or written contract which evidences, gives rise to or secures the asset did not have the capacity or the authority to do the same; and

there is an error in any statement of account issued by the seller or any other person in respect of any debt to which the asset relates.