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The Debt Financing Agreement serves as the primary legal instrument for documenting institutional lending arrangements in Malaysia, whether under conventional or Islamic banking frameworks. This document is essential when a business or entity seeks to obtain debt financing from financial institutions, providing a comprehensive framework that protects both lender and borrower interests. It must comply with Malaysian banking regulations, including the Financial Services Act 2013 and, where applicable, the Islamic Financial Services Act 2013. The agreement typically covers facility details, drawdown mechanisms, security arrangements, representations and warranties, covenants, and events of default. Given Malaysia's unique dual banking system, special attention must be paid to whether the financing follows conventional or Shariah-compliant structures, with appropriate provisions included accordingly.

1. Parties: Identification of the lender and borrower with full legal names and registration details

2. Background: Recitals explaining the context of the financing arrangement and the parties' intentions

3. Definitions and Interpretation: Comprehensive definitions of terms used in the agreement and rules of interpretation

4. The Facility: Details of the loan amount, purpose, and type of facility being provided

5. Conditions Precedent: Prerequisites that must be satisfied before the facility becomes available

6. Drawdown: Procedures and requirements for drawing down the facility

7. Interest: Interest rate, calculation method, payment dates, and default interest provisions

8. Repayment: Terms and schedule for repayment of the principal amount

9. Fees and Expenses: All fees payable including arrangement fees, commitment fees, and other charges

10. Representations and Warranties: Statements of fact and assurances given by the borrower

11. Covenants: Positive and negative obligations of the borrower during the facility period

12. Events of Default: Circumstances that constitute default and their consequences

13. Changes to Parties: Rules regarding assignment, transfer, and novation of rights and obligations

14. Payments: Payment mechanics, currency, and set-off rights

15. Notices: Communication methods and contact details for formal notices

16. Governing Law and Jurisdiction: Specification of Malaysian law as governing law and jurisdiction for disputes

17. Miscellaneous: Standard boilerplate provisions including severability, amendments, and counterparts