[1] Vide an offer letter dated 12 November 2007 and a variation of terms letter dated 30 December 2008, the appellant, Bank Perusahaan Kecil dan Sederhana Malaysia, the plaintiff in the court below, ("the plaintiff") had offered facilities of a working capital loan of RM5 million to, Pinggir Merpati Sdn Bhd, the respondent and the defendant in the court below, ("the 1st defendant") to finance a construction and management project known as Kompleks Medan Selera in Shah Alam.

[2] As security for the loan, the 1st defendant entered into the following agreements:

(a) Loan Agreement - Fixed Asset dated 2 March 2009 ("P3");

(b) Deeds of Assignment (for payment of rental proceeds) dated 2 March 2009;

(c) Debenture dated 2 March 2009;

(d) Memorandum of Deposit Cum Deed of Assignment of Fixed Deposit/Mudharabah Investment A