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Questions and Answers
What happens to a leasehold title upon expiry of the lease period?
What happens to a leasehold title upon expiry of the lease period?
In Peninsular Malaysia, for what duration does a land letting need to exceed to be considered a registered lease?
In Peninsular Malaysia, for what duration does a land letting need to exceed to be considered a registered lease?
Why is a registered legal charge considered the best security over land?
Why is a registered legal charge considered the best security over land?
What is the name of the instrument used to create a charge over property with a title under the National Land Code (NLC)?
What is the name of the instrument used to create a charge over property with a title under the National Land Code (NLC)?
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Which of the following is NOT a necessary step to ensure a legal charge is valid against claims from other creditors?
Which of the following is NOT a necessary step to ensure a legal charge is valid against claims from other creditors?
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Why is a charge typically presented for registration together with the memorandum of transfer?
Why is a charge typically presented for registration together with the memorandum of transfer?
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Prior to presenting a charge for registration, what should a lender do to avoid rejection of registration?
Prior to presenting a charge for registration, what should a lender do to avoid rejection of registration?
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What determines the effective date of registration of a charge, which confers indefeasible title and interest?
What determines the effective date of registration of a charge, which confers indefeasible title and interest?
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What is the primary purpose of a loan agreement between a bank and a borrower?
What is the primary purpose of a loan agreement between a bank and a borrower?
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Which of the following actions is essential for ensuring the legal validity and enforceability of a loan agreement?
Which of the following actions is essential for ensuring the legal validity and enforceability of a loan agreement?
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Which section of a loan agreement provides a detailed description of the loan amounts, interest rates, and repayment schedules?
Which section of a loan agreement provides a detailed description of the loan amounts, interest rates, and repayment schedules?
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Why might a bank impose conditions precedent in a loan agreement?
Why might a bank impose conditions precedent in a loan agreement?
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Which legislation primarily governs properties without individual titles, such as apartments and condominiums?
Which legislation primarily governs properties without individual titles, such as apartments and condominiums?
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According to the information, what is the primary responsibility of the property developer or land proprietor regarding properties without individual titles?
According to the information, what is the primary responsibility of the property developer or land proprietor regarding properties without individual titles?
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What is the immediate next step after expressing 'appreciating' the security interest?
What is the immediate next step after expressing 'appreciating' the security interest?
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Which of the following is NOT a standard component related to the signing of the loan agreement?
Which of the following is NOT a standard component related to the signing of the loan agreement?
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What is typically involved when assigning a property with no issued document of title?
What is typically involved when assigning a property with no issued document of title?
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What is the purpose of lodging a Private Caveat against the Master Title in a property transaction without an individual title?
What is the purpose of lodging a Private Caveat against the Master Title in a property transaction without an individual title?
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What primarily does section 5 'Covenants and Credit control' in the loan agreement deal with?
What primarily does section 5 'Covenants and Credit control' in the loan agreement deal with?
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Which of the following actions would NOT fall under 'Compliance and monitoring of covenants'?
Which of the following actions would NOT fall under 'Compliance and monitoring of covenants'?
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Which document would most likely accompany a Loan Agreement when securing a property without an individual title?
Which document would most likely accompany a Loan Agreement when securing a property without an individual title?
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In the context of properties without title, what does 'LACA' typically stand for?
In the context of properties without title, what does 'LACA' typically stand for?
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What is the significance of the Sales and Purchase Agreement (SPA) cum Assignment when dealing with properties that do not have individual titles?
What is the significance of the Sales and Purchase Agreement (SPA) cum Assignment when dealing with properties that do not have individual titles?
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Which document grants authority to act on behalf of the property owner in the context of properties without title?
Which document grants authority to act on behalf of the property owner in the context of properties without title?
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Which of the following is the primary reason for a lending bank to impose a restriction on changes in the majority shareholdings of a company?
Which of the following is the primary reason for a lending bank to impose a restriction on changes in the majority shareholdings of a company?
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A company is seeking a loan. Which of the following scenarios would MOST likely be viewed favorably by the lending bank, based on the provided information?
A company is seeking a loan. Which of the following scenarios would MOST likely be viewed favorably by the lending bank, based on the provided information?
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What is the main purpose of restrictive covenants imposed by lending banks on borrowing companies?
What is the main purpose of restrictive covenants imposed by lending banks on borrowing companies?
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In a Loan Agreement Cum Assignment (LACA), who typically constitutes the first party involved?
In a Loan Agreement Cum Assignment (LACA), who typically constitutes the first party involved?
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A borrower offers 'Freehold Land' as collateral. What does 'Freehold Land' signify in this context?
A borrower offers 'Freehold Land' as collateral. What does 'Freehold Land' signify in this context?
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What is the primary purpose of registering a Power of Attorney (PA) contained within a LACA or LADA at the High Court?
What is the primary purpose of registering a Power of Attorney (PA) contained within a LACA or LADA at the High Court?
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Which of the following factors would MOST likely lead a lender to require property as security for a loan?
Which of the following factors would MOST likely lead a lender to require property as security for a loan?
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Why is it essential for a lender to secure the Original Sales and Purchase Agreement (SPA) in a Loan Agreement Cum Assignment (LACA)?
Why is it essential for a lender to secure the Original Sales and Purchase Agreement (SPA) in a Loan Agreement Cum Assignment (LACA)?
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In the context of property assignment, what is the significance of lodging a Private Caveat against the Master Title?
In the context of property assignment, what is the significance of lodging a Private Caveat against the Master Title?
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A company in Sarawak wants to use its land as security for a loan. Which land law would primarily govern the process?
A company in Sarawak wants to use its land as security for a loan. Which land law would primarily govern the process?
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What is the key difference between a Loan Agreement Cum Assignment (LACA) and a Loan Agreement and Deed of Assignment (LADA)?
What is the key difference between a Loan Agreement Cum Assignment (LACA) and a Loan Agreement and Deed of Assignment (LADA)?
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Why do lenders differentiate between properties with an issued document of title and properties without one?
Why do lenders differentiate between properties with an issued document of title and properties without one?
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In the event of a borrower's default under a Loan Agreement Cum Assignment (LACA), what primary recourse does the assignee bank typically have concerning the assigned property?
In the event of a borrower's default under a Loan Agreement Cum Assignment (LACA), what primary recourse does the assignee bank typically have concerning the assigned property?
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What type of legal charge provides the highest priority claim for a lender against a secured property?
What type of legal charge provides the highest priority claim for a lender against a secured property?
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In a sub-sale of property involving an assignor and a new purchaser, what crucial step must be taken to ensure the Deed of Assignment is effective?
In a sub-sale of property involving an assignor and a new purchaser, what crucial step must be taken to ensure the Deed of Assignment is effective?
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Which document essentially demonstrates the assignor's rights and interests in a property pending the issuance of the strata or individual title?
Which document essentially demonstrates the assignor's rights and interests in a property pending the issuance of the strata or individual title?
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When a borrower defaults on a loan secured by unit trusts, what action does the bank take to recover the funds?
When a borrower defaults on a loan secured by unit trusts, what action does the bank take to recover the funds?
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What is the purpose of providing a written notification of the assignment of an insurance policy to the insurer?
What is the purpose of providing a written notification of the assignment of an insurance policy to the insurer?
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Under hire purchase financing, what condition allows the borrower/hirer to use the asset?
Under hire purchase financing, what condition allows the borrower/hirer to use the asset?
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What happens to the unit distributions in the borrower's unit trust account during the loan period?
What happens to the unit distributions in the borrower's unit trust account during the loan period?
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What action must be taken to register a debenture and why is it important?
What action must be taken to register a debenture and why is it important?
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For assets under hire purchase financing, which document establishes the security interest?
For assets under hire purchase financing, which document establishes the security interest?
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When does the floating charge in a debenture typically crystallize?
When does the floating charge in a debenture typically crystallize?
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After full loan settlement secured by unit trusts, what steps are taken to release the security?
After full loan settlement secured by unit trusts, what steps are taken to release the security?
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Flashcards
Loan Agreement
Loan Agreement
A contract between a bank and a borrower outlining loan terms and conditions.
Security Interest
Security Interest
A legal claim on collateral that secures the loan against default.
Conditions Precedent
Conditions Precedent
Requirements that must be fulfilled before loan funds are released to the borrower.
Loan Facilities Structure
Loan Facilities Structure
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Covenants
Covenants
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Credit Control
Credit Control
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Drawdowns
Drawdowns
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Compliance Monitoring
Compliance Monitoring
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Aggressive Investment Practices
Aggressive Investment Practices
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Restrictive Covenant
Restrictive Covenant
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Property Security
Property Security
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Issued Document of Title
Issued Document of Title
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Freehold Land
Freehold Land
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Leasehold Land
Leasehold Land
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Legal Charge
Legal Charge
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National Land Code 1965
National Land Code 1965
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Freehold Title
Freehold Title
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Leasehold Title
Leasehold Title
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National Land Code
National Land Code
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Tenancies
Tenancies
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Memorandum of Charge
Memorandum of Charge
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Indefeasible Title
Indefeasible Title
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Registration of Charge
Registration of Charge
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Property without Title
Property without Title
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Strata Title
Strata Title
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Subdivision of Land
Subdivision of Land
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Strata Title (Amendment) Act 2007
Strata Title (Amendment) Act 2007
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Deed of Receipt
Deed of Receipt
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Private Caveat
Private Caveat
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Lodgment of Documents
Lodgment of Documents
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Reassignment of Title
Reassignment of Title
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Unit Trust
Unit Trust
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Loan Default
Loan Default
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Hire Purchase Financing
Hire Purchase Financing
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Debenture
Debenture
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Fixed Charge
Fixed Charge
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Floating Charge
Floating Charge
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Hire Purchase Agreement
Hire Purchase Agreement
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Event of Default
Event of Default
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Absolute Assignment
Absolute Assignment
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Loan Agreement Cum Assignment (LACA)
Loan Agreement Cum Assignment (LACA)
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Loan Agreement and Deed of Assignment (LADA)
Loan Agreement and Deed of Assignment (LADA)
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Power of Attorney (PA)
Power of Attorney (PA)
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Original Sales and Purchase Agreement (SPA)
Original Sales and Purchase Agreement (SPA)
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Express Notice in Writing
Express Notice in Writing
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Documentation for Reduced Risks
Documentation for Reduced Risks
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Study Notes
Loan Securities and Documentation
- Loan security is a way for lenders to have a fallback plan if the borrower defaults on the loan.
- Security does not eliminate the risk of default; it only mitigates the potential losses during a default.
- A good security must have stability in value, be marketable with sufficient liquidity, be quantifiable and measurable, easy to transfer for use, free from prior claims, and allow the lender to legally enforce their rights over the security.
Collateral Categories
- Depreciating Collateral: Lenders should accurately assess the value of depreciating collateral (e.g., vehicles, plant, machinery) at the time of loan disbursement. The margin of financing should not be overly high. Lenders should periodically update the value of the collateral.
- Fluctuating Collateral: Assets like stocks, shares, and bonds require periodic valuation updates. Lenders should include provisions in the agreement allowing for additional collateral if the security-to-loan ratio falls below a threshold.
- Stable Collateral: Lenders must ensure the legal enforceability of stable collateral (e.g., fixed deposits) is maintained, and that it is not improperly released to the borrower.
- Potentially Appreciating Collateral: Lenders should use professional valuers to assess and update the value of potential appreciating assets. A security agreement must be created and the collateral must be valid against third-party claims. The security interest should also be perfected by notifying the appropriate parties.
Loan Agreement
- The loan agreement details the terms and conditions of the loan, the parties involved, and the execution date. It is a legally binding document to protect the lender's interests.
- Major sections of a loan agreement include: terms of loan facilities, conditions precedent, conditions for drawdowns, ongoing conditions, covenants and credit control, and compliance and monitoring of covenants.
- The agreement should be properly drafted with appropriate clauses, signed by authorized parties of the bank and the borrower, contain payment of stamp duties, be registered with relevant agencies and kept under the lending bank's securities department or in-house legal counsel.
Loan Facilities
- This section describes the types of loan facilities available, their amounts, availability for drawdown, interest rates, repayment schedules, and security requirements.
- The conditions precedent refer to any conditions imposed on the borrower by the bank prior to approving loan facilities. Common examples include a board resolution or disclosure to the bank regarding business arrangements.
- Conditions for drawdowns dictate specific conditions for each drawdown from the available facilities. This is a way to maintain control over the funds.
Continuing Conditions, Covenants and Credit Controls
- Continuing conditions ensure the borrower maintains proper conduct throughout the loan period.
- Covenants are credit control mechanisms that help protect the lender's interest.
- Covenants can be categorized as having a direct financial impact or impacting business continuity.
Common Financial Covenants
- Minimum equity covenant: Requires the borrower to cover losses with new capital within a set timeframe.
- Working capital maintenance: Ensures sufficient current assets and prevents over-reliance on current liabilities. This is typically specified with a current ratio.
- Sinking fund requirement: Requires the borrower to create a specific fund for asset replacement or loan redemption.
- Borrowing and debt restriction: Prevents excessive borrowing and maintains the borrower's financial solvency.
- Dividend payment restriction: Restricts cash outflow to avoid excessive spending.
Common General Covenants
- Valid licenses and trade agreements: Ensures the borrower's business is legally registered.
- Insurance coverage: Stipulates that assets and key executives are covered by adequate insurance policies.
- Non-disposal of key assets: Restricts the sale of specific assets without the bank's prior consent.
- Restrictions on investments outside normal business operations: Restricts investments in activities outside the core business without the bank's consent.
- Restriction on changes in business ownership: Restricts changes in majority shareholdings without the bank's approval.
Property Security
- Land and properties are common forms of security for lenders.
- Two main types of property are those with a title document and those without a title document, each requiring different documentation.
Legal Charge as Security
- A registered legal charge is the best form of land security.
- A Memorandum of Charge, Form 16A under the NLC, must be created and registered to ensure the lender's claim is valid.
- Registration procedures, including timeframes, are crucial to establishing valid security interest.
Creation and Perfection of Memorandum of Charge
- Steps involved in preparing and registering a charge for land or property.
Type of Legal Charges
- First legal charge and second legal charge: First charge has priority over the subsequent, second and any other.
- First party charge and third party charge: First party is directly to the borrower, third party is to a different party.
- Principal charge and subsidiary charge: Principal charge is the main one, subsidiary is secondary.
Legal Assignment as Security
- An absolute assignment involves the transfer of ownership of property by the borrower to the lender, often securing a loan.
- This can involve either the same party or different party scenarios, depending on the specific procedures.
Property under Construction and Sub-Sales
- Documentation of properties under construction or sub-sales must adhere to formal procedures and compliance requirements.
Property under Redemption
- The process for checking and verifying redemption amounts before transactions take place to prevent issues.
Other Security and Documentation
- Fixed deposits, stocks, shares, unit trusts, insurance policies, assets under hire purchase financing, and debentures can also function as security, each with specific documentation requirements.
Guarantee and Indemnity
- Guarantees are another form of credit support to help lenders mitigate risk.
- Types of guarantees include guarantees, indemnity agreements, letters of undertaking, and other related agreements.
Characteristic of Guarantee
- Guarantees are legal agreements where a third party (guarantor) promises to pay a loan if the primary borrower defaults.
- Guarantees involve three parties: the lender, the borrower, and the guarantor.
- A guarantee must be issued by a third party, not the borrower.
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Description
Explore leasehold titles, land letting durations in Malaysia, and the importance of registered legal charges. Understand the process of creating and registering charges under the National Land Code (NLC), and the role of loan agreements.