(A) CORPORATE INFORMATION OF ISSUER (1 ... - BIX Malaysia

(A) CORPORATE INFORMATION OF ISSUER

(1) Name : Exsim Capital Resources Berhad (the "Issuer")

(2) Address : Registered Address : No 7-1, Jalan 109F, Plaza Danau 2, Taman Danau Desa,58100 Kuala Lumpur, Wilayah Persekutuan, Malaysia

(3) Date of incorporation: 8 January 2016

(4) Place ofincorporation

: Malaysia

(5) Business registrationnumber

: 1171714-M

(6) Residence status : Resident Controlled Company

(7) Place of listing : Not Listed

(8) Date of listing : Not Listed

(9) Principal activities : The Issuer is solely involved in raising funds under the Sukuk MurabahahProgramme (as defined in the section entitled “Name of facility/programme” below),the Sukuk Musharakah Programme (as defined in the section entitled “Name offacility/programme” below) and to acquire the beneficial interest in certain realestate development projects undertaken by its holding company, ExsimDevelopment Sdn Bhd (the “Sponsor”) and its group of companies (collectively,“Exsim Development Group”).

(10) Issued and paid-upshare capital

: Issued and paid-up share capital as at 9 November 2018 are as follows:-

RM20,000.00 comprising 20,000 ordinary shares.

(11) Structure ofshareholdings andnames of

: The shareholder and its shareholding in the Issuer as at 9 November 2018 is asfollows :

Shareholder No. of ordinary shares Shareholding (%)

Page 1 of 36Printed on : 02/01/2019 09:20

Exsim Capital Resources Berhad (the "Issuer")

An Islamic medium term notes (Sukuk Musharakah) programme of up to RM2.0 billion based on theShariah principle of Musharakah (Sukuk Musharakah Programme). The Sukuk Musharakah Programmeshall be established on or about the same time with an unrated Islamic commercial papers (SukukMurabahah) programme of up to RM1.0 billion based on the Shariah principle of Murabahah (SukukMurabahah Programme).

Principal Terms and Conditions

shareholders or, inthe case of a publiccompany, names ofall substantialshareholders

Exsim Development Sdn Bhd 20,000 100 Total 20,000 100

(12) Board of directors :No. Name

1 Aw Ee Leng (as at 9 November 2018)

2 Khoo Chee Siang (as at 9 November 2018)

(13) Disclosure of thefollowing

:

(i) If the issuer orits boardmembers havebeen convictedor charged withany offenceunder anysecurities laws,corporationlaws or otherlaws involvingfraud ordishonesty in acourt of law, orif any actionhas beeninitiated againstthe issuer or itsboard membersfor breaches ofthe same, forthe past tenyears prior tothe lodgement/sinceincorporation(for issuerincorporatedless than tenyears)

: None.





(ii) If the issuer hasbeen subjectedto any action bythe stockexchange forany breach ofthe listingrequirements orrules issued bythe stockexchange, forthe past fiveyears prior tothe lodgement

: None.

(B) PARTIES TO THE TRANSACTION

(a) Origination

No. Roles Name of parties

1 Issuer Exsim Capital Resources Berhad

2 Sponsor Exsim Development Sdn Bhd

3 Other-Developer The relevant member of the ExsimDevelopment Group

4 Principal Adviser United Overseas Bank (Malaysia) Berhad

5 Lead Arranger United Overseas Bank (Malaysia) Bhd("UOBM")

6 Solicitors Messrs. Adnan Sundra & Low

7 Trustee Malaysian Trustees Berhad

8 Security Trustee Malaysian Trustees Berhad

9 Financial Adviser NewParadigm Capital Markets Sdn Bhd

10 Shariah Adviser Datuk Dr. Mohd Daud Bakar





11 Other-Adminstrator Amerits Corporate Sdn. Bhd.

12 Tax Adviser Ecovis AHL Tax Services Sdn Bhd

13 Other-Independent Project Certifier ("IPC") Zul-QS Consult and/or any other companyto be appointed as the IPC from time totime in respect of the relevantdevelopment project.

14 Credit Rating Agency RAM Rating Services Berhad ("CreditRating Agency") or such other creditrating agency to be appointed.

(b) At the point of distribution



2 Lead Manager UOBM and/or any other financialinstitution(s) to be appointed.

3 Facility Agent UOBM

4 Central Depository Bank Negara Malaysia ("BNM")

5 Paying Agent BNM

(c) After distribution



2 Principal Adviser United Overseas Bank (Malaysia) Berhad

3 Security Trustee Malaysian Trustees Berhad





4 Trustee Malaysian Trustees Berhad

5 Facility Agent UOBM

6 Central Depository BNM

7 Paying Agent BNM

8 Shariah Adviser Datuk Dr. Mohd Daud Bakar

9 Credit Rating Agency Credit Rating Agency

(C) DETAILS OF FACILITY/PROGRAMME

(1) Name of facility : An Islamic medium term notes (“Sukuk Musharakah”) programme of up to RM2.0billion based on the Shariah principle of Musharakah (“Sukuk MusharakahProgramme”). The Sukuk Musharakah Programme shall be established on orabout the same time with an unrated Islamic commercial papers (“SukukMurabahah”) programme of up to RM1.0 billion based on the Shariah principle ofMurabahah (“Sukuk Murabahah Programme”).

(2) One-time issue orprogramme

: Programme

(3) Shariah principles(for sukuk)

: 1. Musharakah (Profit and loss sharing)

(4) Facility description(for ringgit-denominated sukuk,to providedescription ascleared by the SC)

: The issuance of the Sukuk Musharakah (“Sukuk Musharakah”) from time to timeunder the Sukuk Musharakah Programme shall be effected as follows:The investors of the Sukuk Musharakah (“Sukukholders”) shall from time to timevia the Trustee form a Musharakah, which is a partnership amongst theSukukholders (each a “Partner” and collectively the “Musharakah Partners”), toinvest directly into certain Trust Assets (“Musharakah Venture”) via subscription ofthe relevant Sukuk Musharakah to be issued by the Issuer. A Musharakah shall beformed for each tranche of the Sukuk Musharakah having the same issue date(“Issue Date”) and the same maturity date (“Maturity Date”) and investing in thesame Trust Assets (each a “Tranche”). The Trust Assets will be identified prior tothe issuance of the Sukuk Musharakah and there shall be no substitution of the





Trust Assets.

Trust Assets refers to:i. the beneficial interest in certain real estate related development projectsundertaken by Exsim Development Group. The trust assets include present andfuture sale and purchase agreements that have been executed or that are to beexecuted in the future by end purchasers for the relevant development projectbeneficially sold by the relevant member of the Exsim Development Group(“Developer”) to the Issuer; andii. monies captured under the relevant development project accounts including thePDA (as defined in the section entitled “Details of designated account(s), ifapplicable” below) as well as those accounts specifically governed under theHousing Development Act 1966 (“HDA”) excluding any interest accrued thereon.

From time to time, the Issuer will, within the tenure of the Sukuk MusharakahProgramme, issue Sukuk Musharakah to the Sukukholders, and the proceeds ofwhich will be utilised to acquire the relevant Trust Assets that are beneficially soldby the Developer to the Issuer.

Simultaneously, with issuance of any particular Tranche of the Sukuk Musharakah,pursuant to the beneficial sale, the Developer will make a declaration that it holdson trust the said Trust Assets for the benefit of the Sukukholders pursuant to therelevant Musharakah Venture.

Each Tranche of the Sukuk Musharakah represents the Sukukholders’ undividedshare of the beneficial ownership in the relevant Trust Assets and will be entitled toincome generated from the respective Trust Assets and/or proceeds from the saleof the respective Trust Assets. The participation by the Sukukholders in eachMusharakah Venture is via the subscription of the respective Sukuk Musharakahissued by the Issuer.

The Sukukholders shall appoint the Issuer as the manager (“Manager”) to acquirethe Trust Assets and manage the relevant Musharakah Venture. The Issuer will inturn appoint the Developer as an agent wherein throughout the term of theTranche, the Developer will provide amongst others (non-exhaustive) the followingservices:i. Administrative assistance in relation to the management of all matters related tothe end-purchasers;ii. General monitoring and ensuring cash receivables by end-purchasers aredeposited into the relevant PDA and HDA Account (as defined in the sectionentitled “Details of designated account(s), if applicable” below) and are properlyaccounted for;iii. Delivery of monthly management reports and information as well asmaintenance of accounting records for the relevant Trust Assets; andiv. Supervision of project management consultants and sub-contractors.

The Sukukholders shall share any return from the relevant Musharakah Venture inproportion to their respective holding of the Sukuk Musharakah, while losses shallbe borne in proportion to their respective capital contribution under theMusharakah Capital (as defined herein).

Distributable income, if any, generated from the relevant Musharakah Venture,after deducting and setting aside including but not limited to expenses and taxes(as set out in the section entitled “Details of designated account(s), if applicable”





below) (“Distributable Income”), shall be utilised to make periodic profit payments(i.e. Expected Return (as defined in item (xxii) under the section entitled “Otherterms and conditions” below) and payment of the Exercise Price (as defined in item(xxiii) under the section entitled “Other terms and conditions” below). The amountdistributed to the relevant Sukukholders under each Sukuk Musharakah shall beshared between the Sukukholders of the relevant Sukuk Musharakah in proportionto their respective interest in the relevant Musharakah Venture.

As mentioned above, the Sukukholders will receive the distribution of periodic profitpayment of an amount equal to the Expected Return of the relevant SukukMusharakah (“Periodic Distributions”) under the respective Musharakah Venture.

The Sukukholders shall receive the Exercise Price (as defined in item (xxiii) underthe section entitled “Other terms and conditions” below) of the respective SukukMusharakah upon the Scheduled Dissolution Date or Dissolution Declaration Dateor Early Dissolution Date (each as defined below), as the case may be, followingthe exercise of the relevant Purchase Undertaking (as defined below).

The Sukukholders shall agree upfront that their entitlement to the DistributableIncome, if any, shall be equal to the Expected Return (“Distribution”). Any excessover the Distribution, if any, shall be paid to the Manager (as defined below) as anincentive fee, subject always that no Dissolution Event (as set out in the sectionentitled “Events of default” below) has occurred.

However, should the return from the relevant Musharakah Venture fall short of thePeriodic Distributions for such relevant period under the corresponding SukukMusharakah, the Issuer shall make advance part payments to make good thedifference (“Advance Part Payment”).

The Advance Part Payment shall be funded through the issuance of the LiquidityICP under the Sukuk Murabahah Programme. The Advance Part Payment throughthe Liquidity ICP shall act as an undertaking to smoothen the profit payment duringthe tenor and will be set off against the relevant Exercise Price pursuant to therelevant Purchase Undertaking related to the corresponding SukukMusharakah.

In the event of total loss or partial loss, the insurance taken by the Developer willbe utilised to make good the losses of the relevant development project. Upon theoccurrence of such events, the relevant Musharakah Venture will continue tosubsist.

In respect of each Musharakah Venture, the Issuer shall declare and issue apurchase undertaking (“Purchase Undertaking”) to the Trustee for and on behalf ofthe Sukukholders, wherein the Issuer undertakes to purchase the Sukukholders’interest in the relevant Musharakah Venture at the relevant Exercise Price upondeclaration of any Dissolution Event.

A diagram depicting the transaction is detailed in Appendix VI.

Purchase Undertaking :Under the relevant Purchase Undertaking, the Issuer as obligor shall grant anundertaking to the Trustee (on behalf of the Sukukholders) pursuant to which theIssuer shall purchase the Sukukholders’ undivided proportionate beneficialownership in the relevant Musharakah Venture at the relevant Exercise Price uponoccurrence of the following events:





(a) the declaration of any Dissolution Event of the relevant Sukuk Musharakah, or(b) on the Scheduled Dissolution Date of the relevant Sukuk Musharakah, or(c) fully or partially (as may be applicable), upon the early redemption of therelevant Sukuk Musharakah pursuant to the Mandatory Redemption of the relevantSukuk Musharakah.

The Exercise Price pursuant to each Purchase Undertaking shall be determinedbased on the following formulas set out in item (xxiii) under the section entitled“Other terms and conditions” below. A sale agreement shall be entered intobetween the Issuer and the Trustee to effect the exercise of the PurchaseUndertaking.

Upon the exercise of the relevant Purchase Undertaking and payment of theExercise Price, the relevant Musharakah Venture and the trust over the relevantTrust Assets shall be dissolved and the corresponding Sukuk Musharakah shall becancelled.

Musharakah Capital :The proceeds received from the Sukukholders pursuant to their subscription of theSukuk Musharakah for the purpose of participating in the relevant MusharakahVenture.

Musharakah Partners :At least two (2) investors forming a Musharakah.

Manager :In respect of each Tranche of Sukuk Musharakah, the Issuer will be appointed bythe Sukukholders to acquire the relevant Trust Assets and manage the relevantMusharakah Venture on their behalf for incentive fees (“Incentive Fees”) and onother terms and conditions to be documented under a management agreement tobe entered into between the Issuer and the Trustee (“Management Agreement”).

Agent :In respect of each Tranche of Sukuk Musharakah, the Issuer will appoint theDeveloper (“Agent”) to manage the relevant Trust Assets on its behalf for a portionof the incentive fees (“Agency Fees”) to be received by the Issuer and on otherterms and conditions to be documented under an agency agreement to be enteredinto between the Issuer and the Agent (“Agency Agreement”).

Scheduled Dissolution Date :In relation to any Sukuk Musharakah, the date specified as the Legal Maturity Date(as defined in item (viii) under section entitled “Other terms and conditions” below)on the relevant global certificate or definitive certificate (as the case may be) of theSukuk Musharakah for payment of the nominal value of the Sukuk Musharakah,provided that it is construed in accordance with PayNet Rules and Procedures (asdefined in item (xi) under section entitled “Other terms and conditions” below).

Dissolution Declaration Date :In relation to any Sukuk Musharakah, the date of declaration of a DissolutionEvent.

Early Dissolution Date :In relation to any Sukuk Musharakah, the date at which the Issuer redeem theSukuk Musharakah (in whole or in part) prior to their maturity date or ScheduledDissolution Date.





Issue Date :In relation to any Sukuk Musharakah, the date on which such Sukuk Musharakahis issued.

(5) Currency : Ringgit

(6) Expected facility/programme size

: Up to MYR 2,000,000,000.00

(7) Option to upsize (forprogramme)

: No

(8) Tenure of facility/programme

: 10 year(s)

(9) Availability period fordebt/ sukukprogramme

: 10 years from date of first issuance which shall be made within sixty (60) businessdays from the date of lodgement to the SC.

(10) Clearing andsettlement platform

: PayNet.

(11) Mode of issue : Private/direct placement

Bought deal

Book building

(12) Selling restrictions : (i) At issuance:

Read together with Schedule 9 of CMSA

Part 1 of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA)

Part 1 of Schedule 7 of the CMSA

(ii) After issuance:

Part 1 of Schedule 6 of the CMSA

Read together with Schedule 9 of CMSA

Additional Notes:Selling Restrictions at Issuance :The Sukuk Musharakah may only be offered, sold, transferred or otherwisedisposed directly or indirectly to a person to whom an offer or invitation tosubscribe the Sukuk Musharakah may be made and to whom the SukukMusharakah are issued, would fall within Part I of Schedule 6 and Part I ofSchedule 7 of the CMSA read together with Schedule 9 or Section 257(3) of the





CMSA.

Selling Restrictions thereafter :The Sukuk Musharakah may only be offered, sold, transferred or otherwisedisposed directly or indirectly to a person to whom an offer or invitation to purchasethe Sukuk Musharakah would fall within Part I of Schedule 6 or Section 229(1)(b)of the CMSA, read together with Schedule 9 or Section 257(3) of the CMSA.

(13) Tradability andtransferability

: Size in Ringgit which are tradable and transferable:MYR 2,000,000,000.00

Size in Ringgit which are non-tradable and non-transferable:Not applicable

(14) Secured/combination of unsecured andsecured, ifapplicable

: The Sukuk Musharakah Programme shall be secured against the following securityto be created in favour of the Security Trustee:1. Legal charge over the Issuer’s ordinary shares; and2. Any other security required by the Lead Arranger and as advised by theSolicitors.

Each Tranche of the Sukuk Musharakah shall be secured against the followingsecurity to be created in favour of the Security Trustee:A. The Issuer :1. Assignment and charge over the Issuer’s Designated Accounts as specified inthe section entitled “Details of designated account(s), if applicable” below; and2. Any other security required by the Lead Arranger/Facility Agent and/or Trusteeand as advised by the solicitors.

B. The relevant member of the Exsim Development Group (“Developer”) and/orExsim Development Sdn Bhd (“Sponsor”) :Each relevant Developer and/or Sponsor will grant to the Security Trustee thefollowing third party security:1. To the extent legally permissible, an equitable assignment over all sale andpurchase agreements executed by end-purchasers and subsequent sale andpurchase agreements to be executed in the future by end-purchasers, if any, inrelation to the relevant development project to be beneficially sold to the Issuer;2. An assignment of its rights under all contracts and agreements entered into bythe Developer with consultants and contractors in respect of the relevantdevelopment project (“Construction Contracts”) and al l constructionguarantees/performance bonds issued in favour of the Developer in respect of therelevant development project.3. An assignment of its rights, to the extent allowable by law, over all policies andcontracts of insurance taken out by the Developer (as the case may be) in relationto the relevant development project to be beneficially sold to the Issuer.4. Specific debenture incorporating fixed and floating charge over all current andfuture assets over the relevant development project, including the relevant HDAAccount (as defined in the section entitled “Details of designated account(s), ifapplicable” below) and where applicable, PDA, to be beneficially sold to the Issuer;5. To the extent possible, legal land charge over the master title of the Developer inrelation to the relevant development project;6. Completion Undertaking (as defined in item (xv) under the section entitled “Otherterms and conditions” below) by the Developer and/or the Sponsor to complete the





relevant development project by the relevant date as stipulated in the relevant saleand purchase agreements with end purchasers;7. Assignment and charge over the HDA Account and PDA (if applicable) (asspecified in the section entitled “Details of designated account(s), if applicable”below)) in respect of the relevant development project; 8. To the extent legally possible, Power of Attorney allowing the Security Trustee todeal on all matters related to the relevant development project to be beneficiallysold to the Issuer, in a Trigger Event and/or Dissolution Event; and9. Any other security required by the Lead Arranger/Facility Agent and/or Trusteeand as advised by the Solicitors.In the event a Kafalah is required for the Sukuk Murabahah, for the purposes ofsecuring the Kafalah provided by the relevant Kafalah Provider to guarantee therelevant Liquidity ICP, Construction Reserve ICP and the Cost Overrun ICP (asdefined in item (xiii), (xiv) and (xvi) respectively under the section entitled “Otherterms and conditions” below), a second ranking charge will be created against thesecurity provided above. In the event that a Kafalah is not required for the SukukMurabahah, the second ranking charge shall be created in favour of the SecurityTrustee acting on behalf of the holders of the Sukuk Murabahah issued pursuant tothe relevant Tranche of the Sukuk Musharakah.

In addition to the above, the Liquidity ICP, the Construction Reserve ICP and theCost Overrun ICP shall be issued under the Sukuk Murabahah Programme ascredit enhancements:

(i) Liquidity ICP in respect of the specific development project to be financed by therelevant Tranche of the Sukuk Musharakah under the Sukuk MusharakahProgramme.(ii) Construction Reserve ICP in respect of the specific development project to befinanced by the relevant Tranche of the Sukuk Musharakah under the SukukMusharakah Programme;(iii) Cost Overrun ICP in respect of the specific development project to be financedby the relevant Tranche of the Sukuk Musharakah under the Sukuk MusharakahProgramme; and(iv) a Completion Undertaking from the Sponsor and/or the Developer to completethe relevant development project by the relevant date as stipulated in the relevantsale and purchase agreements with end purchasers.

Please refer to items (xiii), (xiv) and (xvi) under the section entitled “Other termsand conditions” for further description of the Liquidity ICP, the ConstructionReserve ICP and the Cost Overrun ICP.

In the event any encumbered asset/property is identified as security for a relevantTranche of Sukuk Musharakah and is subject to redempt ion, theperfection/registration of the security over such asset/property shall not be acondition precedent and shall be completed post issuance of such relevantTranche of Sukuk Musharakah as a condition subsequent within a time frame to beagreed between the Issuer and the Lead Arranger.

(15) Details of guarantee,if applicable

: Not guaranteed





(16) Convertibility ofissuance and detailsof the convertability

: Non-convertible

(17) Exchangeability ofissuance and detailsof theexchangeability

: Non-exchangeable

(18) Call option anddetails, if applicable

: No call option

(19) Put option anddetails, if applicable

: No put option

(20) Details of covenants : Positive Covenants

So long as the Sukuk Musharakah remains outstanding, the Issuer undertakes thatit shall:-1. promptly perform and carry out all its obligations under the Sukuk Musharakahand all the Transaction Documents and ensure that it shall immediately notify theTrustee in the event that it is unable to fulfil or comply with any of the provisions ofthe Transaction Documents;2. use its reasonable diligence to carry on and conduct its business and affairs in aproper and efficient manner which shall ensure, amongst others, that all necessaryapprovals or relevant licenses are obtained and/or being obtained and maintained;3. obtain, preserve and keep in full force and effect all licenses, rights, consentsand approvals necessary for the conduct of its business;4. where applicable, maintain or cause to be maintained such insurance in respectof its assets and its business against all risk in accordance with common industrypractice;5. utilise the proceeds from the Sukuk Musharakah for the purposes asrepresented in the Transaction Documents and in the Information Memorandum,which shall be Shariah compliant; 6. cause the:- (i) Developer and/or the Sponsor to submit monthly Progress Report(as defined in the section entitled “Information Covenants” below); and (ii) relevantIPC to submit the IPC Report (as defined in the section entitled “InformationCovenants” below) prior to the issuance of each Tranche of the Sukuk Musharakahand on a quarterly basis thereafter. The said reports are to be made availablewithin five (5) business days of its availability to the Credit Rating Agency, the LeadArranger, the Facility Agent, the Trustee and/or Security Trustee;7. cause all advances made or to be made by the Sponsor and/or any of its relatedcompanies to be subordinated to its liabilities under the Sukuk Musharakah and norepayment and/or prepayment of such advances shall be made save and exceptfor repayment and/or prepayment of the advances made by the Sponsor and/orany of its related companies to complete the construction of the developmentproject under the Musharakah Venture of which repayment of the said advancescan only be effected upon a Dissolution Event of the relevant Tranche of Sukuk





Musharakah; 8. at all times, maintain a Paying Agent or its equivalent, who is based in Malaysia; 9. procure that the Paying Agent shall notify the Trustee, through the FacilityAgent, in the event that the Paying Agent does not receive payment from theIssuer on the due dates as required under the Transaction Documents and theterms and conditions of the Sukuk Musharakah; 10. maintain and keep proper books and accounts at all times in compliance withapplicable statutory requirements and in accordance with generally acceptedaccounting principles in Malaysia and to provide the Trustee and any personappointed by it (e.g. auditors) access to such books and accounts to the extentpermitted by law; 11. ensure that the terms in the Trust Deed and the Transaction Documents do notcontain any matter which is inconsistent with the provisions of the InformationMemorandum; 12. permit the accounts, reports, notices, statements or circulars as provided bythe Issuer to the Trustee to be circulated by the Trustee at its discretion to theSukukholders, the Lead Arranger, the Facility Agent and the Credit Rating Agency; 13. pay all of taxes and other liabilities when due unless being contested in goodfaith pursuant to legal proceedings and adequate reserves with respect theretohave been established; and14. promptly comply with all applicable laws (including the provisions of the CMSAand all circulars, conditions or guidelines issued by the SC from time to time) asmay be applicable to it;15. such other covenants as may be advised by the Solicitors and mutually agreedbetween the Issuer and the Lead Arranger.

In addition, each of the Developer and/or the Sponsor (as the case maybe)undertakes that it shall:-1. promptly perform and carry out all its obligations under all the TransactionDocuments and where applicable the documents executed or to be executed inrelation to the Kafalah (“Kafalah Documents”) to which it is a party and ensure thatit shall immediately notify the Trustee in the event that it is unable to fulfil or complywith any of the provisions of the Transaction Documents;2. use its reasonable diligence to carry on and conduct its business and affairs in aproper and efficient manner which shall ensure, amongst others, that all necessaryapprovals or relevant licenses are obtained and/or being obtained and maintained; 3. obtain, preserve and keep in full force and effect all licences, rights, consentsand approvals necessary for the conduct of its business and where applicable forthe execution of the Kafalah Documents; 4. maintain or cause to be maintained such insurance in respect of its assets andits business against all risk in accordance with common industry practice;5. remain a wholly-owned subsidiary (direct or indirect) of the Sponsor (in respectof the Developer) and remain as the holding company (direct or indirect) of theDeveloper (in respect of the Sponsor), as the case may be;6. ensures that any liquidated and ascertained damages (LAD) (if any) payableshall be borne solely by the relevant Developer;7. take such steps as may have been notified by the Trustee following theoccurrence of a Trigger Event to remedy or mitigate the effect of that TriggerEvent. In the event the Trigger Event is not remedied, to facilitate the appointmentof the PMC and to undertake all necessary actions, including but not limited to,availability of all necessary documents and records to facilitate such appointment;8. take such steps as may have been notified by the Trustee following theoccurrence of a Dissolution Event to remedy or mitigate the effect of that





Dissolution Event; 9. fully comply with all relevant terms and covenants of its financing facilities(including where applicable the Kafalah Documents), if any, other than the SukukMusharakah Programme; 10. ensure that the proceeds received from the Issuer from the sale of the relevantTrust Assets shall be used for purposes as represented in the TransactionDocuments and the Information Memorandum, which shall be Shariah compliant; 11. ensure that all advances made or to be made by the Sponsor and/or any of itsrelated companies to be subordinated to its liabilities under the Sukuk Musharakahand no repayment and/or prepayment of such advances shall be made save andexcept for repayment and/or prepayment of the advances made by the Sponsorand/or any of its related companies to complete the construction of the relevantdevelopment project under the relevant Musharakah Venture of which repaymentof the said advances can only be effected upon a Dissolution Event of the relevantTranche of Sukuk Musharakah;12. pay all of taxes and other liabilities when due unless being contested in goodfaith pursuant to legal proceedings and adequate reserves with respect theretohave been established; 13. promptly comply with all applicable laws and regulations (including theprovisions of the CMSA and all circulars, conditions or guidelines issued by the SCfrom time to time) as may be applicable to it; 14. promptly satisfy any judgment or order or any process or any court madeagainst it, unless an appeal or stay of execution has been made to the appropriateappellate court within the time prescribed;15. where applicable ensure that all representations, warranties, covenants orstatements made by it under any agreement in relation to the Kafalah Documentsshall be true, accurate, correct and not misleading in any material aspect; 16. ensure any part of the undertaking(s), property, assets, rights or revenue of orshares or other ownership interests is not being threatened to be seized,nationalized, expropriated or compulsory acquired by authorities of anygovernmental body(ies); 17. ensure that there will be no proposal to make general assignment or to enterinto any arrangement or composition with or for the benefit of its creditors and shallensure that it will not commence negotiations with its creditors with a view to makeany general adjustments, rescheduling or deferment of any part of its indebtedness(when it is due); and18. such other covenants as may be advised by the Solicitors and mutually agreedbetween the Issuer and the Lead Arranger.

Negative covenants

So long as the Sukuk Musharakah remains outstanding, the Issuer undertakes thatit shall not:-1. amend, supplement or vary its Constitution in a manner that is inconsistent withthe provisions of the Sukuk Musharakah Programme and/or Trust Deed or with abankruptcy-remote special purpose company, save and except to comply with therules, regulations or guidelines of the relevant authorities and where suchamendments that are, in the opinion of the Trustee, not materially prejudicial to theinterests of the Sukukholders;2. change the nature of its present business via a merger or any other means;3. reduce the nominal value and the total amount of its issued and paid-up sharecapital;





4. dispose of major assets that contribute substantially to its revenue unless in theordinary course of business and on arms’ length basis or which are either obsoleteor worn out or unless it is disposed pursuant to the Purchase Undertaking;5. surrender, transfer, assign, relinquish, dispose or create any security interestover all or any part of its assets other than those permitted under the SukukMusharakah Programme; 6. distribute or pay any dividends;7. incur any other indebtedness for borrowed monies other than the advancesmade or to be made by the Sponsor and/or the Developer which are subordinatedto the Sukuk Musharakah and the Sukuk Murabahah and the issuances under theSukuk Musharakah Programme and the Sukuk Murabahah Programme; 8. change the utilisation of proceeds from the issuance of the Sukuk Musharakahin any manner other than as set out in the Information Memorandum and anyagreement entered into in connection with the issue, offer or invitation of suchSukuk Musharakah sets out a specific purpose for which proceeds are to beutilised; 9. enter into a transaction or any agreement (which, for the avoidance of doubt,excludes transactions or agreements entered into in respect of each Tranche of theSukuk Musharakah), whether directly or indirectly with interested persons unless:(i) such transaction shall be on terms that are no less favourable to the Issuer thanthose which could have been obtained in a comparable transaction from personswho are not interested persons; and(ii) with respect to transactions involving an aggregate payment or value equal to orgreater than RM100,000.00, the Issuer obtains certification from an independentadviser that the transaction is carried out on fair and reasonable terms;provided that the Issuer certifies to the Trustee that the transaction complies withitem (i) above and the Issuer has received certification referred to in item (ii) above(where applicable) and that the transaction has been approved by the majority ofthe board of directors or shareholders in a general meeting as the case mayrequire; and 10. such other covenants as may be advised by the Solicitors and mutually agreedbetween the Issuer and the Lead Arranger.

In addition, each of the Developer and/or the Sponsor (as the case may be)undertakes that it shall not:-a. petition for or institute, nor jointly with any other persons in institutingproceedings for the liquidation or winding up of the Issuer or other similarproceedings under any applicable laws; b. suspend or threaten to suspend a substantial part of its business in any mannerwhich would have Material Adverse Effect (as defined in the section entitled“Representations and warranties” below);c. cancel, surrender, or abandon any construction agreement or any documentsrelated to the specific development project beneficially sold to the Issuer to which itis a party;d. amend or vary any construction agreement resulting in a deviation of suchamount to be determined by the Credit Rating Agency either in percentage orabsolute terms of the original budgeted cost or any documents related to thespecific development project beneficially sold to the Issuer is without the consent ofthe Trustee. For the avoidance of doubt, such amount shall be determined prior tothe issuance of each Tranche;e. take steps to wind up or dissolve its business;f. change the nature of its present business via a merger or any other means; g. enter into any reorganisation, amalgamation or merger with any other party(ies)





or transfer its assets and properties; h. change the utilisation of proceeds received from the Issuer from the sale of therelevant Trust Assets in any manner other than as set out in the InformationMemorandum; i. cause any of the financing agreements (including where applicable any KafalahDocuments) entered by it to be ineffective, invalid or unenforceable or be injeopardy; andj. such other covenants as may be advised by the Solicitors and mutually agreedbetween the Issuer and the Lead Arranger.

Financial Covenants

No financial covenant

Information Covenants

So long as the Sukuk Musharakah remains outstanding, the Issuer undertakes thatit shall:-1. deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and theTrustee a copy of (a) the annual audited financial statements of the Issuer as soonas they become available (in any event within 120 days from the end of therelevant financial year) and (b) the semi-annual unaudited financial statements ofthe Issuer as soon as they become available (in any event within 60 days from theend of the relevant semi-annual period) and any other accounts, report, notice,statement or circular issued or dispatched by the Issuer to its shareholders;2. deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and theTrustee annually at the end of its financial year, a certificate that the Issuer hascomplied with its obligations under the Trust Deed and the terms and conditions ofthe Sukuk Musharakah and that there did not exist or had not existed, from thedate the Sukuk Musharakah was issued or date of the previous certificate as thecase may be, any Dissolution Event and if such is not the case, to specify thesame;3. on a monthly basis, promptly deliver to the Credit Rating Agency, the LeadArranger/Facility Agent and the Trustee such information relating to DesignatedAccounts and movements in the HDA Account and the PDA (where applicable).For the avoidance of doubt, such information consists of account statementsrelating to the Designated Accounts; 4. promptly deliver additional financial or other information or reports as theTrustee may from time to time request including without limitation, such informationas the Trustee may require in order for the Trustee to discharge its duties andobligations under the Trust Deed relating to the Issuer’s affairs to the extentpermitted by law; 5. promptly give notice to the Trustee if the Issuer becomes aware of:(i) the happening of any event that has caused or could cause, one or more of thefollowing:(1) any amount secured or payable under the Sukuk Musharakah to becomeimmediately payable; (2) the Sukuk Musharakah to become immediately enforceable; or(3) any other right or remedy under the terms, provisions or covenants of theSukuk Musharakah or the Trust Deed to become immediately enforceable;(ii) any change in the utilisation of proceeds from the Sukuk Musharakah where theInformation Memorandum or any agreement entered into in connection with theissue, offer or invitation of such Sukuk Musharakah sets out a specific purpose for





which proceeds are to be utilised;(iii) the occurrence of any Dissolution Event or Trigger Event or any event thatgives rise to any right or remedy under the Transaction Documents becomingimmediately enforceable or any amount secured or payable under the relevantSukuk Musharakah to become immediately payable, forthwith upon becomingaware thereof, and the Issuer shall take all reasonable steps and/or such othersteps as may be requested by the Trustee to remedy the Dissolution Event; (iv) any circumstance that has occurred that would materially prejudice the Issueror any security included or created by the relevant Sukuk Musharakah or the TrustDeed;(v) any substantial change in the nature of the business of the Issuer;(vi) any change in the Issuer’s withholding tax position;(vii) any change in the Issuer’s board of directors; (viii) any other matter that may materially prejudice the interests of theSukukholders; and6. such other covenants as may be advised by the Solicitors and mutually agreedbetween the Issuer and the Lead Arranger.

In addition, each of the Developer and/or the Sponsor (as the case maybe)undertakes that it shall:-

1. submit monthly construction progress reports including reports on the remaininggross development value and gross development costs (“Progress Report”) for therelevant specific development project beneficially sold to the Issuer, certified by theexternal consultants appointed by the Sponsor/Developer and/or the IPC appointedby the Issuer. Each of the Developer and/or Sponsor shall procure the relevant IPCto submit report (“IPC Report”) on the reasonableness of the budgeted constructioncost and expected time to completion with respect to the development projectsbeneficially sold to the Issuer prior to the issuance of each Tranche of the SukukMusharakah and on a quarterly basis thereafter. The said IPC Report shall certifyboth the cost and time to completion of the relevant development project. The saidreports are to be made available within five (5) business days of its availability tothe Credit Rating Agency, the Lead Arranger, the Facility Agent, the Trustee and/orSecurity Trustee;2. promptly deliver to the Credit Rating Agency, the Lead Arranger/Facility Agentand the Trustee, copies of the endorsed certificates on completion of any stages ofthe relevant specific development project beneficially sold to the Issuer;3. promptly notify the Credit Rating Agency, the Lead Arranger/Facility Agent andthe Trustee on any cost overruns for the relevant specific development projectbeneficially sold to the Issuer;4. promptly deliver to the Credit Rating Agency, the Lead Arranger/Facility Agentand the Trustee a copy of any certificates for the extension of time, if any, for therelevant specific development project beneficially sold to the Issuer;5. promptly deliver the accounting records and reports to the Issuer for eachrelevant Tranche of the Sukuk Musharakah on a quarterly basis to facilitate theIssuer to prepare its quarterly management accounts;6. deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and theTrustee a copy of (a) the annual audited financial statements of the Developer andSponsor as soon as they become available (in any event within 120 days from theend of the relevant financial year) and (b) the semi-annual unaudited financialstatements of the Developer and Sponsor as soon as they become available (inany event within 60 days from the end of the relevant semi-annual period); and7. such other covenants as may be advised by the Solicitors and mutually agreed





between the Issuer and the Lead Arranger.

(21) Details ofdesignated account,if applicable

: Name of account:Escrow Account

Parties responsible for opening the account:The Escrow Account shall be opened by the Issuer

Parties responsible for maintaining/operating account:The Escrow Account shall be solely operated by the Security Trustee

Signatories to account:The Security Trustee shall be the sole signatory to the Escrow Account.

Sources of funds:The Escrow Account shall capture all proceeds including but not limited to theproceeds from the issuance of the relevant Tranche of the Sukuk Musharakah,proceeds from the sale of the relevant Trust Assets, advances from the relevantmember of the Exsim Development Group and all other cash proceeds, includingredemption proceeds for the exercise of Purchase Undertakings (if any), whetherrevenue in nature and/or compensation paid by any party in respect of or pursuantto any performance bonds/guarantees or by way of damages, takaful/insuranceclaims/proceeds.

In addition, the Escrow Account shall capture funds drawn from the ConstructionReserve ICP and/or Cost Overrun ICP under events as defined in items (xiv) and(xvi) under the section entitled “Other terms and conditions”, respectively.

The said account shall also capture funds from the HDA Account (as describedhereunder) linked to a specific development project under the relevant MusharakahVenture (i.e. a development project) to be utilised to pay where applicable for theperiodic profit payments, fees and expenses and principal repayment for therelevant Tranche of the Sukuk Musharakah, fees and expenses and principalrepayment for the Liquidity ICP, the Construction Reserve ICP and/or the CostOverrun ICP. For the avoidance of doubt, the funds from the HDA Account shall beremitted into the Escrow Account thirty (30) days before the relevant due dates ofthe principal repayment and profit payment of the relevant Tranche of the SukukMusharakah. In respect of other payments due to be made from the EscrowAccount, as soon as there are available funds in the HDA Account such funds shallbe remitted into the Escrow Account to ensure that all such payments are made ona timely basis.

Any surplus in the relevant HDA Account after all related expenses includingconstruction cost arising from the relevant development project has beencompleted, all periodic profit payments, fees and expenses and principalrepayment for the relevant Tranche of the Sukuk Musharakah and fees andexpenses and principal repayment for the Liquidity ICP, the Construction ReserveICP and/or the Cost Overrun ICP has been met, shall be remitted and captured inthe Escrow Account.





In addition, for any development phase that incorporate retail/commercial units tobe developed as part of such a phase, subject to conditions to be met underEligibility Criteria (as defined in item (vi) under the section entitled “Other terms andconditions” below), all progress billings related to the said retail/commercial unitswill be captured under the Project Development Account (“PDA”).

Similar to the HDA Account, the Escrow Account shall also capture funds from therelevant PDA linked to a specific development project under the relevantMusharakah Venture to be utilised to pay where applicable, the periodic profitpayments, fees and expenses and principal repayment for the relevant Tranche ofthe Sukuk Musharakah, fees and expenses and principal repayment for theLiquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP. For theavoidance of doubt, the funds from the PDA shall be remitted into the EscrowAccount thirty (30) days before the relevant due dates of the principal repaymentand profit payment of the relevant Tranche of the Sukuk Musharakah. In respect ofother payments due to be made from the Escrow Account, as soon as there areavailable funds in the PDA such funds shall be remitted into the Escrow Account toensure that all such payments are made on a timely basis.

Any surplus in the relevant PDA after all related expenses including constructioncost arising from the relevant development project has been completed, all periodicprofit payments, fees and expenses and principal repayment for the relevantTranche of the Sukuk Musharakah and fees and expenses and principalrepayment for the Liquidity ICP, the Construction Reserve ICP and/or the CostOverrun ICP has been met, shall be remitted and captured in the Escrow Account.

Amounts available in the Escrow Account invested as Permitted Investments shallhave maturity dates that fall within a grace period as specified under the sectionentitled “Permitted Investments, if applicable” below.

Utilisation of funds:Upon the issuance of the Sukuk Musharakah, proceeds from the issuance shall bedisbursed from the Escrow Account in accordance with the details of utilisation ofthe Issuer as reflected under item (iv) under the section entitled “Other terms andconditions” below in the following order of priority:

1. to pay fees, cost and expenses related to the Sukuk Musharakah Programme,Sukuk Murabahah Programme and where applicable the Kafalah facility;2. to prefund the Trustee’s Reimbursement Account of the Sukuk MusharakahProgramme and the Sukuk Murabahah Programme (which is only applicable inrespect of the first issuance under the Sukuk Musharakah Programme); 3. unless otherwise determined by the Lead Arranger, to prefund the LiquidityAccount (as described below);4. to finance the purchase consideration payable to the Developer.

Subsequent to drawdown and on an on-going basis and/or upon the occurrence ofa Trigger Event, funds in the Escrow Account where applicable shall be utilisedbased on the following order of priority:

1. tax and other statutory obligations (if any);2. relevant fees and/or commission and expenses relating to the relevant LiquidityICP, the Construction Reserve ICP and/or the Cost Overrun ICP under the Sukuk





Murabahah Programme including but not limited to, Trustee fee, guarantee fee,underwriting fee and facility agent fee; 3. fees and expenses related to the relevant Tranche of the Sukuk Musharakahincluding but not limited to, Trustee fee, Credit Rating Agency fee, Facility Agentfee, IPC fee and PMC fee (if applicable);4. funds captured from the Construction Reserve ICP and/or Cost Overrun ICP asthe case maybe, will be utilised to fund the related construction cost as set outtherein; 5. on a prorated basis and ranking pari passu, payment of the principal repaymentfor the Liquidity ICP, the Construction Reserve ICP and/or Cost Overrun ICP (ifany) as well as, pari passu, periodic profit payments payable on the relevantTranche of the Sukuk Musharakah;6. principal redemption of the relevant Tranche of the Sukuk Musharakah onExpected Maturity Date (as defined in item (viii) under section entitled “Other termsand conditions” below);7. to be applied towards any early redemption of Sukuk Musharakah as describedunder the section entitled “Provisions on Early Redemption, if applicable” below;8. payment of all advances made by the Sponsor, the Developer and/or any of theirsubsidiary (if any). For the avoidance of doubt, at all times any advances by theExsim Development Group shall be fully subordinated with no right of offset orclawback; and9. surplus (if any) at the end of the tenure of the relevant Tranche of the SukukMusharakah, to pay the Issuer.

Upon the occurrence of a Dissolution Event, funds in the Escrow Account shall beutilised based on the following order of priority:

1. tax and other statutory obligations (if any);2. fees and expenses incurred by the Security Trustee in its attempt to exerciseany rights and remedies, including but not limited to the appointment of anindependent qualified PMC.3. remuneration of any receiver appointed.4. relevant fees and/or commission and expenses relating to the relevant LiquidityICP, the Construction Reserve ICP and/or the Cost Overrun ICP under the SukukMurabahah Programme including but not limited to, Trustee fee facility agent fee,guarantee fee and underwriting fee; 5. fees and expenses related to the relevant Sukuk Musharakah including but notlimited to, Trustee fee, Credit Rating Agency fee, Facility Agent fee, IPC fee andPMC fee;6. periodic profit payments payable for the relevant Tranche of the SukukMusharakah, if any; 7. principal redemption (i.e. payment of Exercise Price) for the relevant Tranche ofthe Sukuk Musharakah; 8. on a prorated basis and ranking pari passu, principal repayment of the LiquidityICP, the Construction Reserve ICP and/or Cost Overrun ICP as a result of eventsas defined therein;9. payment of all advances made by the Sponsor, the Developer and/or any of theirsubsidiary (if any). For the avoidance of doubt, at all times any advances by theExsim Development Group shall be fully subordinated with no right of offset orclawback; and10. surplus (if any) at the end of the tenure of the relevant Tranche of the SukukMusharakah, to pay the Issuer.






: Name of account:Liquidity Account

Parties responsible for opening the account:The Liquidity Account shall be opened by the Issuer

Parties responsible for maintaining/operating account:The Liquidity Account shall be solely operated by the Security Trustee

Signatories to account:The Security Trustee shall be the sole signatory to the Liquidity Account.

Sources of funds:The Liquidity Account will be (i) pre-funded from the proceeds of the SukukMusharakah; or (ii) funded by the proceeds from the issuance of the Liquidity ICPthirty (30) days before the relevant due dates of the profit payment of the relevantTranche of the Sukuk Musharakah and proceeds from the issuance of the LiquidityICP as and when required to meet senior expenses arising out of that Tranche ofthe Sukuk Musharakah including fees and expenses relating to the relevant SukukMurabahah issued pursuant to the relevant Tranche of the Sukuk Musharakah aswell as any contingent fees payable to PMC.

In the event that the Liquidity Account is pre-funded from the proceeds of theSukuk Musharakah and the funds are utilized to meet any shortfall in the profitpayment and senior expenses arising out of that Tranche of the SukukMusharakah (including fees and expenses relating to the relevant SukukMurabahah issued pursuant to the relevant Tranche of Sukuk Musharakah, as wellas any contingent fees payable to PMC), the amount in the Liquidity Account shallbe topped-up from the funds in the HDA Account and/or PDA (if applicable) up toan amount which has been utilized from the Liquidity Account (“Liquidity Top-upAmount”) as soon as there are available funds in the HDA Account and/or the PDA(if applicable). For the avoidance of doubt, the Issuer shall maintain a minimumbalance in the Liquidity Account which shall be equivalent to the amount that waspre-funded from the proceeds of the Sukuk Musharakah.

Utilisation of funds:The Liquidity Account shall be utilized to fund any shortfall in meeting the profitpayment and senior expenses arising out of that Tranche of the SukukMusharakah, including fees and expenses relating to the relevant SukukMurabahah issued pursuant to the relevant Tranche of the Sukuk Musharakah, aswell as any contingent fees payable to PMC.

Any surplus in the said account after full payment of the amounts owing to theSukukholders, will be remitted and captured under the Escrow Account.


: Name of account:HDA Account

Parties responsible for opening the account:





The HDA Account shall be opened by the relevant Developer

Parties responsible for maintaining/operating account:The HDA Account shall be jointly operated by the Developer and the SecurityTrustee. Upon the occurrence of a Trigger Event, the HDA Account shall be solelyoperated by the Security Trustee.

Signatories to account:Prior to an occurrence of a Trigger Event – both the Developer and the SecurityTrustee shall be the joint signatories to the HDA Account.

Upon the occurrence of a Trigger Event – the Security Trustee shall be the solesignatory to the HDA Account.

Sources of funds:HDA Account is required to be maintained under the Housing Development Act1966 (“HDA"). As provided under the HDA, all proceeds due from end-purchasersof a property development project shall be captured under a HDA Account.

Utilisation of funds:Monies from the HDA Account will be utilised, as stipulated under the HDA,including but not limited to, construction costs related specifically to thedevelopment project beneficially sold to the Issuer, the periodic profit payments,fees and expenses and the principal repayment for the relevant Tranche of theSukuk Musharakah, and the fees and expenses and principal repayment for theLiquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP.

With regard to the periodic profit payments and principal repayment due under therelevant Tranche of the Sukuk Musharakah such funds shall be remitted thirty (30)days before the relevant due dates into the Escrow Account. In respect of otherpayments due to be made from the Escrow Account, as soon as there areavailable funds in the HDA Account such funds shall be remitted from the HDAAccount into the Escrow Account to ensure that all such payments are made on atimely basis.

With regard to the requirement to top-up the Liquidity Account, the Liquidity Top-upAmount shall be remitted into the Liquidity Account from the HDA Account as soonas the funds are available in the HDA Account.

Any funds to be drawn from the HDA Account (including for the purposes of thetopping-up the Liquidity Account (if required)) will be based against third party i.e.engineer/quantity surveyor or architect’s certificate on work done or such otherdocumentary evidence acceptable to the Security Trustee.

Any surplus in the relevant HDA Account after:- (i) all related expenses includingconstruction cost arising from the relevant development project have been settled,all profit payments, fees and expenses and principal repayment for the relevantTranche of the Sukuk Musharakah and fees and expenses and principalrepayment for the Liquidity ICP, the Construction Reserve ICP and/or the CostOverrun ICP has been met; and/or (ii) such funds from the HDA Account havebeen remitted to the Liquidity Account to meet the Liquidity Top-up Amount, shallbe remitted and captured in the Escrow Account.






: Name of account:Project Development Account or PDA

Parties responsible for opening the account:The PDA shall be opened by the relevant Developer

Parties responsible for maintaining/operating account:The PDA shall be jointly operated by the Developer and the Security Trustee. Uponthe occurrence of a Trigger Event, the PDA shall be solely operated by the SecurityTrustee.

Signatories to account:Prior to an occurrence of a Trigger Event – both the Developer and the SecurityTrustee shall be the joint signatories to the PDA

Upon the occurrence of a Trigger Event – the Security Trustee shall be the solesignatory to the PDA.

Sources of funds:Subject to the applicability of the Eligibility Criteria, PDA is required to bemaintained to capture all proceeds due from end-purchasers of units developedunder a property development project that is not regulated under the HDA Act.

Utilisation of funds:Monies from the PDA will be utilised, including but not limited to, construction costsrelated specifically to the development project beneficially sold to the Issuer, theperiodic profit payments, fees and expenses and the principal repayment of therelevant Tranche of the Sukuk Musharakah, and the fees and expenses andprincipal repayment for the Liquidity ICP, the Construction Reserve ICP and/or theCost Overrun ICP.

With regard to the periodic profit payments, and principal repayment due under therelevant Tranche of the Sukuk Musharakah such funds shall be remitted thirty (30)days before the relevant due dates into the Escrow Account. In respect of otherpayments due to be made from the Escrow Account, as soon as there areavailable funds in the PDA such funds shall be remitted from the PDA into theEscrow Account to ensure that all such payments are made on a timely basis.

With regard to the requirement to top-up the Liquidity Account, the Liquidity Top-upAmount shall be remitted into the Liquidity Account from the PDA as soon as thefunds are available in the PDA.

Any funds to be drawn from the PDA (including for the purposes of the topping-upthe Liquidity Account (if required)) will be based against third party i.e.engineer/quantity surveyor or architect’s certificate on work done or such otherdocumentary evidence acceptable to the Security Trustee.

Any surplus in the relevant PDA after: (i) all related expenses includingconstruction cost arising from the development project has been settled and allprofit payments, fees and expenses and principal repayment for the relevantTranche of the Sukuk Musharakah and fees and expenses and principalrepayment for the Liquidity ICP, the Construction Reserve ICP and/or the Cost





Overrun ICP has been met; and/or (ii) such funds from the PDA have beenremitted to the Liquidity Account to meet the Liquidity Top-up Amount, shall beremitted and captured in the Escrow Account.

Additional Notes:Designated account(s) as follows:

A. Issuer

In respect of each Tranche of the Sukuk Musharakah, the Issuer is required toopen and maintain two (2) Shariah compliant designated accounts with a financialinstitution, with a minimum rating of A2/P1 by the Credit Rating Agency, acceptableto the Lead Arranger (collectively the “Issuer Designated Accounts”):

(i) Escrow Account; and(ii) Liquidity Account.

B. Developer Designated Accounts

In respect of each Tranche of the Sukuk Musharakah and concurrent with theabove, the relevant Developer shall open and maintain the following accounts(where applicable) with a financial institution as highlighted below :

(i) HDA Account; and(ii)Project Development Account or PDA.

All the accounts stipulated above i.e. from the Issuer and Developer are collectivelyknown as the “Designated Accounts”.

Monies in the Designated Accounts may be invested in Permitted Investments.Funds utilised for Permitted Investments and income received from such PermittedInvestments shall be remitted into the relevant Designated Accounts in a timelymanner to meet any payment obligations of the Issuer when due and payable.

Upon the last Scheduled Dissolution Date of the relevant Tranche of the SukukMusharakah and all payment obligations under the relevant Tranche of the SukukMusharakah have been fully settled, the Designated Accounts shall be closed andany credit balance thereunder shall be transferred to the Issuer.

(25) Name of credit ratingagency, credit ratingand amount rated, ifapplicable

:No. Credit rating

agencyCredit rating Final/

indicativerating

Name ofClass/Series/Tranche

Amountrated

1 RAM RatingServicesBhd (RAM)

AA3 Indicativerating

Tranche 1SukukMusharakah

MYR290,000,000.00

Additional Notes:The Credit Rating Agency has assigned an indicative rating of AA3 for an indicative





amount up to RM 290.0 million in relation to the first Tranche of the SukukMusharakah.

In respect of subsequent Tranches of the Sukuk Musharakah, the rating of suchsubsequent Tranches of the Sukuk Musharakah shall be assigned with a finalrating of at least A1 by the Credit Rating Agency.

(26) Conditionsprecedent

: To include but not limited to the following:

A. Availability of the Sukuk Musharakah Programme:-Conditions precedent to the availability of the Sukuk Musharakah Programme shallinclude but is not limited to the following (all have to be in form and substanceacceptable to the Lead Arranger):-1. Acknowledgement from the SC on the lodgement of the Sukuk MusharakahProgramme has been obtained.2. Common Transaction Agreements (being the transaction agreements in respectof the establishment of the Sukuk Musharakah Programme) have been executedand where applicable, stamped or endorsed as exempted from stamp duty andpresented for registration.3. Receipt of the following by the Lead Arranger:-a. Certified true copies of the latest Constitution of the Issuer and the Sponsor.b. Certified true copies of the latest forms as prescribed under sections 78 (Returnof allotment), 46 (Registered office and office hours) and 58 (Duty to notify ofparticulars and changes of director, manager and secretary) of the Companies Act2016of the Issuer and the Sponsor. c. A certified true copy of board resolutions of the Issuer and the Sponsorrespectively, authorising, amongst others, the execution of the CommonTransaction Agreements to which it is a party.d. A list of the Issuer’s and the Sponsor’s authorised signatories and theirrespective specimen signatures.e. A report of the relevant company search of the Issuer and the Sponsor withresults satisfactory to the Lead Arranger/Facility Agent.f. A report of the relevant winding up search or the relevant statutory declaration ofthe Issuer and the Sponsor with results satisfactory to the Lead Arranger/FacilityAgent.4. If applicable, the approval from other regulatory authorities has(ve) beenobtained.5. The endorsement from the Shariah Advisory Council (“SAC”) of the SC (“SCSAC”) in respect of the Sukuk Musharakah Programme.6. The Lead Arranger shall have received a legal opinion from the Solicitorsadvising with respect to, amongst others, the legality, validity and enforceability ofall the relevant Common Transaction Agreements.7. Evidence that all fees, costs and expenses in relation to the Sukuk MusharakahProgramme have been paid in full to the extent that the same are due and payableand/or evidence that arrangements have been made for all fees, costs andexpenses in relation to the Sukuk Musharakah Programme to be paid. 8. The Lead Arranger shall have received a written confirmation from the Solicitorson the fulfillment of all conditions precedent for the availability of the SukukMusharakah Programme.9. Evidence that the Sukuk Murabahah Programme has been established with allthe conditions precedent of the Sukuk Murabahah Programme being complied withor waived;10. Such other conditions precedent as may be advised by the Solicitors for the





Lead Arranger (if any).

B. First and subsequent issuance of the relevant Tranche of the SukukMusharakah:-The conditions precedents for issuance of each Tranche of the Sukuk Musharakahshall include but is not limited to the following (all in the form and substanceacceptable to the Lead Arranger/Facility Agent):-1. The relevant Sukuk Musharakah Transaction Agreements (being the transactionagreements in respect of each particular Tranche of Sukuk Musharakah) havebeen executed and where applicable, stamped or endorsed as exempted fromstamp duty and presented for registration.2. Confirmation in form and content acceptable to the Lead Arranger / FacilityAgent that the condition as detailed under Eligibility Criteria is satisfied.3. The first Tranche of Sukuk Musharakah has been assigned with a final rating ofat least AA3 by the Credit Rating Agency. 4. The subsequent Tranche(s) of Sukuk Musharakah has been assigned with afinal rating of at least A1 by the Credit Rating Agency.5. Receipt by the Lead Arranger/Facility Agent of certified true copy of the notice ofassignment by the Developer (as the case maybe) to the relevant Takafulprovider(s)/insurance company(ies) and the acknowledgment thereof from theTakaful provider(s)/insurance company(ies), to the extent allowed by law, withregard to the relevant Takaful/insurances taken or obtained under the relevantdevelopment project in the form and content acceptable to the LeadArranger/Facility Agent.6. Receipt by the Lead Arranger/Facility Agent of certified true copy of the notice ofassignment by the Developer of construction guarantees/performance bonds bycontractors and the acknowledgement thereof from the issuing banks ofconstruction guarantees/performance bonds.7. Receipt by the Lead Arranger/Facility Agent of certified true copy of the notice ofassignment by the Developer addressed to the counterparties of the ConstructionContracts and the acknowledgement thereof from such counterparties of theConstruction Contracts.8. Receipt by the Lead Arranger/Facility Agent of certified true copy of the notice ofassignment by the Issuer and the Developer addressed to the account bank inrelation to the Designated Accounts and the acknowledgement thereof from theaccount bank.9. Receipt of evidence that the relevant notices of assignment under the relevantSukuk Musharakah Transaction Agreements (if applicable) shall have been servedupon and duly acknowledged by the relevant parties.10. In form and content acceptable to the Credit Rating Agency, the LeadArranger/Facility Agent, confirmation by the IPC, on the reasonableness of thebudgeted construction cost and time to completion for the relevant developmentproject, is sufficient to ensure completion of the relevant development project andthe progress reports on gross development value and gross development costs inrespect of the relevant development project to be certified by the externalconsultants appointed by the Sponsor/Developer and/or the IPC appointed by theIssuer.11. Evidence that the relevant Designated Accounts in respect of such Tranche ofthe Sukuk Musharakah to be issued have been opened.12. Receipt of the following by the Lead Arranger/Facility Agent:- a. Certified true copies of the Certificate of Incorporation and the latest Constitutionof the Issuer, the Developer and the Sponsor.b. Certified true copies of the latest forms as prescribed under sections 78 (Return





of allotment), 46 (Registered office and office hours) and 58 (Duty to notify ofparticulars and changes of director, manager and secretary) of the Companies Act2016 of the Issuer, the Developer and the Sponsor.c. A certified true copy of board resolutions of the Issuer, the Developer and theSponsor respectively authorising, amongst others, the execution of the SukukMusharakah Transaction Agreements to which it is a party.d. A list of the Issuer’s, the Developer’s and the Sponsor’s authorised signatoriesand their respective specimen signatures.e. A report of the relevant company searches of the Issuer, the Developer and theSponsor with results satisfactory to the Lead Arranger/Facility Agent.f. A report of the relevant winding up searches or the relevant statutory declarationof the Issuer, the Developer and the Sponsor with results satisfactory to the LeadArranger/Facility Agent. 13. Receipt of written confirmation from the Issuer that all Representations andWarranties (as defined in the section entitled “Representations and warranties”below) remain true and correct.14. Receipt of written confirmation from the Sponsor and the Developer that therehas been no occurrence of any Trigger Event.15. Receipt of written confirmation from the Issuer that there has been nooccurrence of any Dissolution Event.16. The Lead Arranger/Facility Agent shall have received a legal opinion from theSolicitors advising with respect to, amongst others, the legality, validity andenforceability of all the relevant Sukuk Musharakah Transaction Agreements.17. Confirmation from the Shariah Adviser that the structure and mechanism of theSukuk Musharakah and the Transaction Documents are in compliance withShariah principles has been obtained.18. The Lead Arranger/Facility Agent shall have received a written confirmationfrom the Solicitors on the fulfillment of all conditions precedent for the issuance ofeach Tranche of the Sukuk Musharakah.19. The Lead Arranger/Facility Agent shall have received evidence that all theconditions for the issuance of the Liquidity ICP, Construction Reserve ICP andCost Overrun ICP being complied with or waived which may be issued for therelevant Tranche of the Sukuk Musharakah;20. The Lead Arranger/Facility Agent shall have received written confirmation fromthe Issuer on the amount and tenure required to be made available in respect ofthe Liquidity ICP, Construction Reserve ICP and Cost Overrun ICP which may beissued for the relevant Tranche of the Sukuk Musharakah;21. The Lead Arranger/Facility Agent shall have received evidence thatunderwriter(s) have been appointed to underwrite the full nominal value of theLiquidity ICP, Construction Reserve ICP and Cost Overrun ICP which may beissued for the relevant Tranche of the Sukuk Musharakah as required under item18 above; 22. Where applicable, the Lead Arranger/Facility Agent shall have receivedevidence that the Kafalah has been issued to guarantee in full the nominal value ofthe Liquidity ICP, Construction Reserve ICP and Cost Overrun ICP which may beissued for the relevant Tranche of the Sukuk Musharakah as required under item18 above; 23. If applicable, redemption statements of such existing banking facility(ies) to berefinanced by the Sukuk Musharakah has(ve) been obtained.24. Such other conditions precedent as may be advised by the Solicitors for theLead Arranger/Facility Agent (if any).





(27) Representations andwarranties

: The representations and warranties typical and customary for similar financingand/or at the recommendation of the Solicitors, including but not limited to thefollowing:-

A. General representations and warranties from the Issuer for the SukukMusharakah Programme:The following are the common representations and warranties applying to theSukuk Musharakah Programme:-1. the Issuer (i) is a company duly incorporated and validly existing under the lawsof Malaysia, (ii) has the power and authority to own its property, to conduct itsbusiness as currently conducted, (iii) has full power and capacity to establish theSukuk Musharakah Programme, issue the Sukuk Musharakah, execute theTransaction Documents and to undertake and perform the obligations expressed tobe assumed by it, and (iv) has taken all necessary action to approve and authorisethe same;2. (i) the Issuer’s Constitution incorporate provisions which authorise the Issuer toissue the Sukuk Musharakah within the law and guidelines of the SC, and (ii) allnecessary actions, authorisations, consents and approvals required by the Issuerfor or in connection with the execution of the Transaction Documents and theperformance by the Issuer of its obligations thereunder have been obtained andare in full force and effect;3. each of the Transaction Documents is or will, when executed and/or issued, asthe case may be, be in full force and effect constitutes a legal, valid and bindingobligation of the Issuer enforceable under the laws of Malaysia;4. the Issuer has no subsidiaries or any shareholdings in other companies and itdoes not engage in any business other than its current principal activity;5. there are no judicial, arbitral or administrative actions, proceedings, disputes orclaims pending or, to the knowledge of the Issuer, threatened against the Issuer,the determination of which could have a Material Adverse Effect;6. the Issuer has adequate insurance/takaful cover as required in the ordinarycourse of its business and such insurances/takafuls are valid and in full force andeffect;7. all licences, consents, examinations, clearances, filings, registrations andauthorisations which are necessary to enable the Issuer to own its assets and carryon its business are in full force and effect and, if not, the absence of which will nothave a Material Adverse Effect;8. no circumstance or situation has arisen which would materially and adverselyaffect the condition of the Issuer (business, financial or otherwise) or the earnings,affairs or business prospects of the Issuer or the success of the issue of the SukukMusharakah and that there has been no material adverse change in the financialcondition of the Issuer since the date of its latest audited financial statements orwould otherwise have a Material Adverse Effect; 9. no Dissolution Event has occurred and/or is continuing or would occur as aresult of the issuance of the Sukuk Musharakah; and10. such other representations and warranties as advised by the Solicitors andmutually agreed between the Lead Arranger/Facility Agent and the Issuer.

B. Specific representations and warranties from the Issuer for each Tranche of theSukuk Musharakah:

In respect of each Tranche of the Sukuk Musharakah, certain additionalrepresentations and warranties will be given by the Issuer. A misrepresentationunder a Tranche of the Sukuk Musharakah will not result in a cross default of





another Tranche of the Sukuk Musharakah. Representations applicable to aTranche of the Sukuk Musharakah will be determined prior to issuance and areexpected to include some standard events for a financing of the same nature suchas follows:-1. no Dissolution Event or breach under any Common Transaction Agreementsand the relevant Sukuk Musharakah Transaction Agreements; and2. such other representations and warranties as advised by the Solicitors andmutually agreed between the Lead Arranger/Facility Agent and the Issuer.

Material Adverse Effect means a material adverse effect on:

(a) the Issuer’s ability to perform or comply with any of its obligations under theTransaction Documents; (b) the business or condition (financial or otherwise), operations or prospects of theIssuer; or

(c)the validity, legality or enforceability of the Transaction Documents or the rightsor remedies of the Trustee and the Issuer under the relevant TransactionDocuments.

C. General representations and warranties from each of the Sponsor and/orDeveloper for the Sukuk Musharakah Programme:

1. neither the signing and delivery of the Transaction Documents which it is a partyto nor the performance of any of the transactions contemplated in them will (i)contravene or constitute a default under any provision contained in any agreement,instrument, law, judgment, order, licence, permit or consent by which each of theSponsor and/or Developer or any of its assets is bound or affected; (ii) cause anylimitation on its powers whether imposed by or contained in any document whichcontains or establishes its constitution or in any law, order, judgment, agreement,instrument or otherwise, to be executed; and/or (iii) violate any law or any rulemade pursuant to any law or any guidelines or other requirements of any Ministry,agency, department or authority (whether or not having the force of law) or anyorder of any court and that all requirements of any such law, rule, guidelines,requirement or order have been fully complied with and satisfied;2. the Transaction Documents which each of the Sponsor and/or Developer is aparty to when signed will constitute the legal, valid and binding obligations of eachof the Sponsor and/or Developer in accordance with its terms;3. each of the Sponsor and/or Developer (i) is a company duly incorporated andvalidly existing under the laws of Malaysia, (ii) has the power and authority to ownits property, to conduct its business as currently conducted, (iii) has full power andcapacity to execute the Transaction Documents to which it is a party to and toundertake and perform the obligations expressed to be assumed by it, and (iv) hastaken all necessary action to approve and authorise the same;4. each of the Transaction Documents to which it is a party to is or will, whenexecuted and/or issued, as the case may be, be in full force and effect constitutesa legal, valid and binding obligation of each of the Sponsor and/or Developerenforceable under the laws of Malaysia;5. each of the Sponsor and/or Developer has adequate insurance/takaful cover asrequired in the ordinary course of its business and such insurances/takafuls arevalid and in full force and effect;6. all licences, consents, examinations, clearances, filings, registrations and





authorisations which are necessary to enable each of the Sponsor and/orDeveloper to own its assets and carry on its business are in full force and effectand, if not, the absence of which will not have a Material Adverse Effect;7. no circumstance or situation has arisen which would materially and adverselyaffect the condition of each of the Sponsor and/or Developer (business, financial orotherwise) or the earnings, affairs or business prospects of the Issuer and thatthere has been no material adverse change in the financial condition of each of theSponsor and/or Developer since the date of its latest audited financial statementsor would otherwise have a Material Adverse Effect;8. no Trigger Event has occurred and/or is continuing or would occur as a result ofthe issuance of the Sukuk Musharakah by the Issuer; and9. such other representations and warranties as advised by the Solicitors andmutually agreed between the Lead Arranger/Facility Agent and the Sponsor/Developer.

D. Specific representations and warranties from the Sponsor and/or Developer foreach Tranche of the Sukuk Musharakah:

In respect of each Tranche of the Sukuk Musharakah, certain additionalrepresentations and warranties will be given by the Sponsor and/or Developer. Amisrepresentation under a Tranche of the Sukuk Musharakah will not result in across default of another Tranche of the Sukuk Musharakah. Representationsapplicable to a Tranche of the Sukuk Musharakah will be determined prior toissuance and are expected to include some standard events for a financing of thesame nature such as follows:-

1. no Dissolution Event or breach under any Common Transaction Agreementsand the relevant Sukuk Musharakah Transaction Agreements to which it is a party;and

2. such other representations and warranties as advised by the Solicitors andmutually agreed between the Lead Arranger/Facility Agent and the Issuer.





(28) Events of defaults orenforcement events,where applicable,including recourseavailable toinvestors

: To include but not limited to the following events of default (to be referred to as“Dissolution Events”):

A. General Dissolution Events :The following are the common Dissolution Events applying to the SukukMusharakah Programme and/or all Tranches of Sukuk Musharakah:-1. any representation or warranty made or given by the Issuer under the CommonTransaction Agreements or which is contained in any certificate, document orstatement furnished at any time prior to the issuance of the first Tranche under theSukuk Musharakah Programme and pursuant to the terms of that SukukMusharakah Programme and/or any of the Common Transaction Agreements(save and except where such representation or warranty which is applicable toeach Tranche of the Sukuk Musharakah) proves to have been incorrect ormisleading in any material respect on or as of the date made or given or deemedmade or given, and in the case of a failure which in the opinion of the Trustee iscapable of being remedied, the Issuer does not remedy the failure within a periodof thirty (30) days after the Issuer became aware or having been notified by theTrustee of the failure;2. failure by the Issuer to observe or perform its obligations under any of theCommon Transaction Agreements or under any undertaking or arrangemententered into in connection therewith (save and except where such obligationrelates only to a Musharakah Venture), and in the case of a failure which in theopinion of the Trustee is capable of being remedied, the Issuer does not remedythe failure within a period of thirty (30) days after the Issuer became aware orhaving been notified by the Trustee of the failure and such non-compliance causesa Material Adverse Effect;3. breach by the Issuer of any obligation under any of the Issuer’s existingcontractual obligations which may materially and adversely affect the Issuer’sability to perform its obligations under the Common Transaction Agreements (saveand except where such obligation relates only to a Musharakah Venture) and, if inthe opinion of the Trustee is capable of being remedied, the Issuer does notremedy the breach within a period of thirty (30) days after the Issuer becameaware or having been notified by the Trustee of the breach;4. failure to satisfy any judgement passed against it by any court of competentjurisdiction and no appeal against such judgement or an application for a stay ofexecution has been made to any appropriate appellate court within the timeprescribed by law or such appeal or application for a stay of execution has beendismissed, and such a failure will in the opinion of the Trustee causes a MaterialAdverse Effect;5. the Issuer convenes a meeting of its creditors or proposes or makes anyarrangement including any scheme of arrangement or composition or beginsnegotiations with its creditors, or takes any proceedings or other steps, with a viewto a rescheduling or deferral of all or any part of its indebtedness or a moratoriumis agreed or declared by a court of competent jurisdiction in respect of or affectingall or any part of its indebtedness or any assignment for the benefit of its creditors(other than for the purposes of and followed by a reconstruction previouslyapproved in writing by the Trustee, unless during or following such reconstructionthe Issuer becomes or is declared to be insolvent) or where a scheme ofarrangement under Section 366 of the Companies Act 2016 has been institutedagainst the Issuer;6. any step is taken for the winding up, dissolution or liquidation of the Issuer or a





resolution is passed for the winding up of the Issuer or a petition for winding up ispresented against the Issuer and the Issuer has not taken any action in good faithto set aside such petition within thirty (30) days from the date of service of suchwinding up petition or a winding up order has been made against the Issuer; 7. the Issuer changes or threatens to change the nature or scope of a substantialpart of its business, or suspends or threatens to suspend or cease or threatens tocease the operation of a substantial part of its business which it now conducts andsuch change or suspension or cessation in the opinion of the Trustee may have aMaterial Adverse Effect on the Issuer;8. the Issuer is deemed unable to pay any of its debts (save for the SukukMusharakah issued under the Sukuk Musharakah Programme and the SukukMurabahah issued under the Sukuk Murabahah Programme) under Section 466(1)of the Companies Act 2016, unless the Issuer is disputing in good faith and takingproper legal steps in respect of the matter, or becomes unable to pay any of itsdebts as they fall due or suspend or threaten to suspend making payments withrespect to all or any class of its debts; or9. where any indebtedness (save and except for the Sukuk Musharakah under theSukuk Musharakah Programme and the Sukuk Murabahah issued under the SukukMurabahah Programme) of the Issuer becomes due and payable prior to its statedmaturity or where the security created for any other indebtedness (save and exceptfor the Sukuk Musharakah under the Sukuk Musharakah Programme and theSukuk Murabahah issued under the Sukuk Murabahah Programme) becomesenforceable.

B. Specific Dissolution Events (in respect of each Tranche of the SukukMusharakah) :In respect of each Tranche of the Sukuk Musharakah, certain additional DissolutionEvents will apply. The occurrence or declaration of a Dissolution Event under aTranche of the Sukuk Musharakah will not result in a default of another Tranche ofthe Sukuk Musharakah. The Dissolution Events applicable to a Tranche of theSukuk Musharakah are as follows:- 1. failure to pay any amount due from it in respect of that Tranche of the SukukMusharakah by the Issuer under any of the Transaction Documents applicable tothat Tranche of the Sukuk Musharakah on the due date or, if so payable, ondemand, unless in the case of failure to pay on time, the Issuer demonstrates tothe reasonable satisfaction of the Trustee that the failure to pay on time wascaused by an administrative or technical problem with the banking system, and theIssuer pays the amount within five (5) business days of the due date;2. failure to pay any amount due from it in respect of the Liquidity ICP, ConstructionReserve ICP and/or Cost Overrun ICP relating to that Tranche of the SukukMusharakah by the Issuer on the due date or, if so payable, on demand, unless inthe case of failure to pay on time, the Issuer demonstrates to the reasonablesatisfaction of the Trustee that the failure to pay on time was caused by anadministrative or technical problem with the banking system, and the Issuer paysthe amount within five (5) business days of the due date;3. any representation or warranty made or given by the Issuer and/or Developerunder the Sukuk Musharakah Transaction Agreements applicable to that Trancheof the Sukuk Musharakah or which is contained in any certificate, document orstatement furnished at any time pursuant to the terms of that Tranche of the SukukMusharakah and/or any of the Sukuk Musharakah Transaction Agreementsapplicable to that Tranche of the Sukuk Musharakah proves to have been incorrect





or misleading in any material respect on or as of the date made or given ordeemed made or given, and in the case of a failure which in the opinion of theTrustee is capable of being remedied, the Issuer or, as the case may be, theDeveloper does not remedy the failure within a period of thirty (30) days after theIssuer or the Developer became aware or having been notified by the Trustee ofthe failure;4. failure by the Issuer to observe or perform its obligations applicable to thatTranche of the Sukuk Musharakah under any of the Sukuk MusharakahTransaction Agreements to which it is a party or the Sukuk Musharakah or underany undertaking or arrangement entered into in connection therewith other than anobligation of the type referred to in item (1) above, and in the case of a failurewhich in the opinion of the Trustee is capable of being remedied, the Issuer doesnot remedy the failure within a period of thirty (30) days after the Issuer becameaware or having been notified by the Trustee of the failure and such non-compliance causes a Material Adverse Effect;5. failure by any security party to observe or perform its obligations applicable tothat Tranche of the Sukuk Musharakah under any of the Sukuk MusharakahTransaction Agreements or under any undertaking or arrangement entered into inconnection therewith other than an obligation of the type referred to in item (1)above, and in the case of a failure which in the opinion of the Trustee is capable ofbeing remedied, the Issuer or the security party does not remedy the failure withina period of thirty (30) days after the Issuer became aware or having been notifiedby the Trustee of the failure and such non-compliance causes a Material AdverseEffect;6. an encumbrancer takes possession of, or a trustee, receiver, receiver andmanager or similar officer is appointed in respect of the whole or part of thebusiness or assets of the Issuer in respect of that Tranche of the SukukMusharakah, or distress, legal process, sequestration or any form of execution islevied or enforced or sued out against the Issuer which has a Material AdverseEffect on the Issuer's capability to comply with the Sukuk Musharakah TransactionAgreements and is not discharged within thirty (30) days after being levied,enforced or sued out, or any security interest which may for the time being affectany of its assets becomes enforceable; 7. revocation, withholding or modification of any license, authorisation, approval orconsent which in the opinion of the Trustee may materially and adversely impair orprejudice the ability of the Issuer to comply with the terms and conditions of theTranche of the Sukuk Musharakah or the Sukuk Musharakah TransactionAgreements applicable to that Tranche of the Sukuk Musharakah;8. at any time any of the provisions of the Sukuk Musharakah TransactionAgreements in respect of that Tranche of the Sukuk Musharakah is or becomesillegal, void, voidable or unenforceable which has a Material Adverse Effect;9. the Issuer and/or the Developer or any security party repudiates any of theSukuk Musharakah Transaction Agreements applicable to that Tranche of theSukuk Musharakah and to which it is a party, or the Issuer and/or the Developer orany security party does or causes to be done any act or thing evidencing anintention to repudiate any of the Sukuk Musharakah Transaction Agreements inrespect of that Tranche of the Sukuk Musharakah to which it is a party;10. any of the assets, undertakings, rights or revenue of the Issuer in respect ofthat Tranche of the Sukuk Musharakah are seized, nationalised, expropriated orcompulsorily acquired by or under the authority of any governmental body which inthe opinion of the Trustee may have a Material Adverse Effect on the Issuer;





11. an event of default under the relevant Sukuk Murabahah issued in respect ofthe relevant Tranche of the Sukuk Musharakah has been declared unless the IPCconfirms to the Trustee that the inability to access further liquidity via the issuanceof further relevant Sukuk Murabahah would not affect the completion the relevantdevelopment project and such event of default under the relevant SukukMurabahah would not be materially prejudicial to the interests of the holders of therelevant Sukuk Musharakah; 12. any event or events has or have occurred or a situation exists which in theopinion of the Trustee may have a Material Adverse Effect on the Issuer in respectof that Tranche of the Sukuk Musharakah, and in the case of the occurrence ofsuch event or situation which in the opinion of the Trustee is capable of beingremedied, the Issuer does not remedy it within a period of thirty (30) days after theIssuer became aware or having been notified by the Trustee of the event orsituation; or13. such other events as may be advised by the Solicitors and to be mutuallyagreed between the Issuer and the Lead Arranger.

For the avoidance of doubt, the default of a particular Tranche of the SukukMusharakah does not necessarily trigger the same on another Tranche of theSukuk Musharakah of a different development project i.e. there are no crossdefaults.

In the circumstances where any of the events above occurs in respect of thatTranche of the Sukuk Musharakah, the Trustee may and shall, if instructed by therelevant Sukukholders of that Tranche of the Sukuk Musharakah, declare that therelevant tranche of the Sukuk Musharakah are immediately due and payable andto enforce any other provisions of the Common Transaction Agreements andSukuk Musharakah Transaction Agreement relating solely to that Tranche of theSukuk Musharakah. The Trustee shall then exercise the Purchase Undertakinggranted by the Issuer and the relevant Exercise Price shall be paid by the Issuer tothe Trustee. Upon the exercise of the Purchase Undertaking and payment of therelevant Exercise Price, the relevant Musharakah Venture and the trust over theTrust Assets shall be dissolved and the corresponding Sukuk Musharakah shall becancelled.





(29) Governing laws : The laws of Malaysia for all the Transaction Documents.

(30) Provisions on buy-back, if applicable

: Provisions on buy-back, details as follows :

The Issuer, its agent(s) or subsidiary(ies) (if any) may, at any time, purchase theSukuk Musharakah in the open market or by private treaty at any price, but suchSukuk Musharakah so purchased shall be surrendered for cancellation and maynot be reissued or resold.

(31) Provisions on earlyredemption, ifapplicable

: Provisions on early redemption, details as follows:

Mandatory Early Redemption of Sukuk Musharakah :The Issuer will mandatorily redeem the Sukuk Musharakah in a relevant Tranche(in whole or in part) commencing from the Expected Maturity Date up to the LegalMaturity Date (“Period”) from the Distributable Income generated from the relevantMusharakah Venture provided the following conditions are fulfilled:

(i) redemption is made on a Periodic Distribution Payment Date;(ii) the nominal value of the Sukuk Musharakah to be redeemed shall be at leastRM1.0 million and in multiples of RM1.0 million; and(iii) any other conditions as may be agreed between the Issuer and the Trustee.

If the Distributable Income is only sufficient to partially redeem the SukukMusharakah during the Period, then the Sukuk Musharakah will be partiallymandatorily redeemed.

If the Distributable Income is sufficient to redeem the Sukuk Musharakah in fullduring the Period, then the Sukuk Musharakah will be mandatorily redeemed in full.

Such mandatory early redemption shall be effected by the Issuer paying therelevant Exercise Price (in whole or in part).

(32) Voting : Voting in respect of all matters that require a vote (including the declaration of aGeneral Dissolution Event and/or a Specific Dissolution Event) shall be carried outon a per Tranche basis at all times.

Ordinary Resolution :

Ordinary Resolution means a resolution passed at a meeting of the Sukukholdersduly convened and held in accordance with the provisions contained in the TrustDeed and carried by a majority consisting of more than fifty percent (50%) of thepersons voting thereat upon a show of hands or, if a poll is duly demanded, by amajority consisting of more than fifty percent (50%) of the votes given on such poll.

Extraordinary Resolution :

Extraordinary Resolution means a resolution passed at a meeting of theSukukholders duly convened and held in accordance with the provisions containedin the Trust Deed and carried by a majority consisting of not less than seventy fivepercent (75%) of the persons voting thereat upon a show of hands or, if a poll isduly demanded, by a majority consisting of not less than seventy five percent





(75%) of the votes given on such poll.

For the purposes of voting, such Sukukholders as are (i) “interested persons” of theIssuer, (ii) related corporations of the Issuer and (iii) major shareholders of theholding company of the Issuer or related corporations to such party shall not becounted for the purposes of voting.

(33) Permittedinvestments, ifapplicable

: Permitted investments, details as follows:The funds standing to the credit of the Designated Accounts may be placed inpermitted investments limited to the following (“Permitted Investments”) which shallcomprise Shariah compliant investment products approved by the SC SAC, BNM’sShariah Advisory Council and/or other recognised Shariah authorities:a. Islamic treasury bills, Islamic money market instrument and sukuk which areguaranteed by the Government of Malaysia; orb. Investments in Islamic money market instruments, such as deposits, overnightrepos/deposits or its equivalent, certificate of deposits, bankers acceptances ofdepository institutions having, at the time of investment, a minimum debt rating ofA1/P1 from the Credit Rating Agency; orc. Investments in Islamic treasury bills, Islamic money market instrument andsukuk issued in Malaysia having, at the time of investment, a minimum debt ratingoff AA3/P1 from Credit Rating Agency. subject to the following:1. The maturity of the Permitted Investments in securities shall fall on a date, whichis at least five (5) business days before the next profit payment date or the maturitydate, whichever is earlier. However, the maturity of the Permitted Investment inmoney market instruments of an Islamic financial institution and accountsmaintained with Islamic financial institutions may fall on a date, which is at leasttwo (2) business days before the next profit payment date or the maturity date,whichever is earlier; 2. items (a) and (b) above must constitute at least 50% of the PermittedInvestments. The counterparty limit shall be no more than 10% of the total eligibleinvestments for item (c) above; and3. The Permitted Investments being denominated in Ringgit Malaysia.

(34) Ta‘widh (for ringgit-denominated sukuk)

: In the event of delay in payments of the Exercise Price pursuant to the PurchaseUndertaking, the Issuer shall pay Ta’widh on such overdue amounts at the rate andmanner prescribed by the SC SAC from time to time.

(35) Ibra’ (for ringgit-denominated sukuk)

: Not applicable.

(36) Kafalah (for ringgit-denominated sukuk)

: Not applicable.



