(A) CORPORATE INFORMATION OF ISSUER

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1 (A) CORPORATE INFORMATION OF ISSUER (1) Name : SkyWorld Capital Bhd (formerly known as Wangsa Virgo Sdn Bhd) ( SCB or the Issuer ) (2) Address : D2-6, Pusat Kommersial Jalan Kuching, No. 115, Jalan Kepayang, Off Jalan Kuching, Kuala Lumpur (3) Date of incorporation (4) Place of incorporation (5) Business registration number : 09-Dec-2010 : Malaysia : U (6) Residence status : Resident Controlled Company (7) Place and date of listing (8) Principal activities (9) Authorised, issued and paidup share capital : Not Listed : The Issuer is solely involved in raising funds under the Murabahah Programme (as defined in the section entitled Name of facility/programme below), the Musharakah Programme (as defined in the section entitled Name of facility/programme below) and to acquire the beneficial interest in certain real estate development projects undertaken by its holding company, SkyWorld Development Sdn Bhd (the Sponsor ) and its group of companies (collectively, SkyWorld Development Group ). : Authorised, issued and paid-up share capital as at 9 October 2017 are as follows:- Authorised share capital : Not applicable. Issued and fully paid-up share capital : RM2.00 comprising 2 ordinary shares. (10) Structure of shareholdings and names of shareholders or, in the case of a public company, names of all substantial shareholders (11) Board of directors : The shareholder and its shareholding in the Issuer as at 9 October 2017 is as follows:- Shareholder No. of ordinary shares Shareholding (%) Skyworld Development Sdn Bhd Total : 1. Kwan Thean Poh (as at 9 October 2017) 2. Vincent Ng Soon Kiat (as at 9 October 2017) (B) PARTIES TO THE TRANSACTION (1) Origination : No. Roles Name of parties 1 Issuer SCB 2 Other Skyworld Development Sdn Bhd -Sponsor 3 Principal Adviser United Overseas Bank (Malaysia) Berhad Page 1 of 35

2 4 Lead Arranger United Overseas Bank (Malaysia) Bhd ("UOBM") 5 Solicitors Messrs. Adnan Sundra & Low 6 Trustee Malaysian Trustees Berhad ("MTB") 7 Other MTB-Security Trustee 8 Financial Adviser 9 Shariah Adviser NewParadigm Capital Markets Sdn Bhd Datuk Dr. Mohd Daud bin Bakar 10 Other ART Advisory & Consultancy Sdn Bhd -Administrator 11 Tax Adviser Ernst & Young Tax Consultants Sdn Bhd 12 Other Zul-QS Consult (Lembaga Juruukur Bahan Malaysia Permit No. 2000/FS00289) and/or any other company to be appointed as the IPC from time to time in respect of the relevant development project. -Independent Project Certifier ("IPC") 13 Credit Rating Agency RAM Rating Services Berhad ( RAM Rating ) or such other credit rating agency to be appointed (2) At point of distribution : No. Roles Name of parties 1 Issuer SCB 2 Lead Manager UOBM and/or any other financial institution(s) to be appointed 3 Facility Agent UOBM 4 Central Depository Bank Negara Malaysia ("BNM") 5 Paying Agent BNM (3) After distribution : No. Roles Name of parties 1 Issuer SCB 2 Principal Adviser United Overseas Bank (Malaysia) Berhad 3 Other MTB-Security Trustee 4 Trustee MTB 5 Facility Agent UOBM 6 Central Depository BNM 7 Paying Agent BNM 8 Shariah Adviser Datuk Dr. Mohd Daud bin Bakar 9 Credit Rating Agency RAM Rating Page 2 of 35

3 (C) DETAILS OF FACILITY/PROGRAMME (1) Name of facility : An Islamic medium term notes ( Musharakah ) programme of up to RM million based on the Shariah principle of Musharakah ( Musharakah Programme ). The Musharakah Programme shall be established on or about the same time with an unrated Islamic commercial papers ( Murabahah ) programme of up to RM million based on the Shariah principle of Murabahah ( Murabahah Programme ). (2) One-time issue or programme : Programme (3) Shariah principles sukuk) (for : No. Shariah Principles 1 Musharakah (Profit and loss sharing) (4) Facility description : The Musharakah will be issued in tranches under the Musharakah Programme. The investors of the Musharakah ( holders ) shall from time to time via the Trustee form a Musharakah, which is a partnership amongst the holders (each a Partner and collectively the Musharakah Partners ), to invest directly into certain Trust Assets ( Musharakah Venture ) via subscription of the relevant Musharakah to be issued by the Issuer. A Musharakah shall be formed for each tranche of the Musharakah having the same issue date ( Issue Date ) and the same maturity date ( Maturity Date ) and investing in the same Trust Assets (each a Tranche ). The Trust Assets will be identified prior to the issuance of the Musharakah. Trust Assets refers to: i. the beneficial interest in certain real estate related development projects undertaken by SkyWorld Development Group. The trust assets include present and future sale and purchase agreements that have been executed or that are to be executed in the future by end purchasers for the relevant development project beneficially sold by the relevant member of the SkyWorld Development Group ( Developer ) to the Issuer; and ii. monies captured under the relevant development project accounts including the PDA (as defined in the section entitled Details of designated account(s), if applicable below) as well as those accounts specifically governed under the Housing Development Act 1966 ( HDA ). From time to time, the Issuer will, within the tenure of the Musharakah Programme, issue Musharakah to the holders, and the proceeds of which will be utilised to acquire the relevant Trust Assets that are beneficially sold by the Developer to the Issuer. Simultaneously, with issuance of any particular Tranche of the Musharakah, pursuant to the beneficial sale, the Developer will make a declaration that it holds on trust the said Trust Assets for the benefit of the holders pursuant to the relevant Musharakah Venture. Each Tranche of the Musharakah represents the holders undivided share of the beneficial ownership in the relevant Trust Assets and will be entitled to income generated from the respective Trust Assets and/or proceeds from the sale of the respective Trust Assets. The participation by the holders in each Musharakah Venture is via the subscription of the respective Musharakah issued by the Issuer. The holders shall appoint the Issuer as the manager ( Manager ) to acquire the Trust Assets and manage the relevant Musharakah Venture. The Issuer will in turn appoint the Developer as an agent wherein throughout the term of the Tranche, the Developer will provide amongst others (nonexhaustive) the following services: i. Administrative assistance in relation to the management of all matters related to the endpurchasers; ii. General monitoring and ensuring cash receivables by end-purchasers are deposited into the relevant PDA and HDA Account (as defined in the section entitled Details of designated account(s), if applicable below) and are properly accounted for; iii. Delivery of monthly management reports and information as well as maintenance of accounting Page 3 of 35

4 records for the relevant Trust Assets; and iv. Supervision of project management consultants and sub-contractors. The holders shall share any return from the relevant Musharakah Venture in proportion to their respective holding of the Musharakah, while losses shall be borne in proportion to their respective capital contribution under the Musharakah 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 (x) under the section entitled Other terms and conditions below) and payment of the Exercise Price. The amount distributed to the relevant holders under each Musharakah shall be shared between the holders of the relevant Musharakah in proportion to their respective interest in the relevant Musharakah Venture. As mentioned above, the holders will receive the distribution of periodic profit payment of an amount equal to the Expected Return of the relevant Musharakah ( Periodic Distributions ) under the respective Musharakah Venture. The holders shall receive the Exercise Price (as defined under item (xiv) under the section entitled Other terms and conditions below) of the respective Musharakah upon the Scheduled Dissolution Date or Dissolution Declaration Date or Early Dissolution Date (each as defined below), as the case may be, following the exercise of the relevant Purchase Undertaking (as defined below). The holders shall agree upfront that their entitlement to the Distributable Income, if any, shall be equal to the Expected Return ( Distribution ). Any excess over the Distribution, if any, shall be paid to the Manager (as defined herein) as an incentive fee, subject always that no Dissolution Event (as set out in the section entitled Events of default below) has occurred. However, should the return from the relevant Musharakah Venture fall short of the Periodic Distributions for such relevant period under the corresponding Musharakah, the Issuer shall make advance part payments to make good the difference ( Advance Part Payment ). In respect of each Musharakah Venture, the Issuer shall declare and issue a purchase undertaking ( Purchase Undertaking ) to the Trustee for and on behalf of the holders, wherein the Issuer undertakes to purchase the holders interest in the relevant Musharakah Venture at the relevant Exercise Price upon declaration 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 an undertaking to the Trustee (on behalf of the holders) pursuant to which the Issuer shall purchase the holders undivided proportionate beneficial ownership in the relevant Musharakah Venture at the relevant Exercise Price upon occurrence of the following events: (a) the declaration of any Dissolution Event of the relevant Musharakah, or (b) the Scheduled Dissolution Date of the relevant Musharakah, or (c) fully or partially (as may be applicable), upon the early redemption of the relevant Musharakah pursuant to the Mandatory Redemption of the relevant Musharakah. The Exercise Price pursuant to each Purchase Undertaking shall be determined based on the following formulas set out in item (xiv) under the section entitled Other terms and conditions below. A sale agreement shall be entered into between the Issuer and the Trustee to effect the exercise of the Purchase Undertaking. Upon the exercise of the relevant Purchase Undertaking and payment of the Exercise Price, the relevant Musharakah Venture and the trust over the relevant Trust Assets shall be dissolved and the corresponding Musharakah shall be cancelled. Page 4 of 35

5 Musharakah Capital The proceeds received from the holders pursuant to their subscription of the Musharakah for the purpose of participating in the relevant Musharakah Venture. Musharakah Partners At least two (2) investors forming a Musharakah. Manager In respect of each Tranche of Musharakah, the Issuer will be appointed by the holders to acquire the relevant Trust Assets and manage the relevant Musharakah Venture on their behalf for incentive fees ( Incentive Fees ) and on other terms and conditions to be documented under a management agreement to be entered into between the Issuer and the Trustee ( Management Agreement ). Agent In respect of each Tranche of Musharakah, the Issuer will appoint the Developer ( Agent ) to manage the relevant Trust Assets on its behalf for a portion of the incentive fees ( Agency Fees ) to be received by the Issuer and on other terms and conditions to be documented under an agency agreement to be entered into between the Issuer and the Agent ( Agency Agreement ). (5) Currency : Ringgit Scheduled Dissolution Date In relation to any 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 the Musharakah for payment of the nominal value of the Musharakah, provided that it is construed in accordance with PayNet Rules and Procedures (as defined in item (xii) under section entitled Other terms and conditions below). Dissolution Declaration Date In relation to any Musharakah, the date of declaration of a Dissolution Event. Early Dissolution Date In relation to any Musharakah, the date at which the Issuer redeem the Musharakah (in whole or in part) prior to their maturity date or Scheduled Dissolution Date. Issue Date In relation to any Musharakah, the date on which such Musharakah is issued. (6) Expected facility/ programme size (7) Option to upsize (for programme) (8) Tenure of facility/ programme (9) Availability period for debt/ sukuk programme (10) Clearing and settlement platform : MYR600,000, : No : 12 year(s) : Twelve (12) years from date of first issuance which shall be made within sixty (60) business days from the date of lodgement to the SC. : PayNet (11) Mode of issue : Book building Bought deal Private placement (12) Selling : Part 1 of Schedule 6 of the Capital Markets & Services Act, 2007 (CMSA) Page 5 of 35

6 restrictions (13) Tradability and transferability (14) Other regulatory approvals required in relation to the issue, offer or invitation to subscribe or purchase PDS/sukuk, and whether or not obtained (15) Details of security/ collateral pledged Part 1 of Schedule 7 of the CMSA Read together with Schedule 9 of CMSA Other-Selling Restrictions of Issuance : The Musharakah may only be offered, sold, transferred or otherwise disposed directly or indirectly to a person to whom an offer or invitation to subscribe the may be made and to whom the are issued, would fall within Schedule 6 or Section 229(1)(b) of the CMSA and Schedule 7 or Section 230(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of the CMSA. Selling Restrictions thereafter : The Musharakah may only be offered, sold, transferred or otherwise disposed directly or indirectly to a person to whom an offer or invitation to purchase the would fall within Schedule 6 or Section 229(1)(b) of the CMSA, read together with Schedule 9 or Section 257(3) of the CMSA. : Tradable & transferable : Not applicable. : Secured, details as follows: The Musharakah Programme shall be secured against the following security to be created in favour of the Security Trustee: 1. Legal charge over the Issuer s ordinary shares; and 2. Any other security required by the Lead Arranger. Each Tranche of the Musharakah shall be secured against the following security to be created in favour of the Security Trustee: A. The Issuer 1. Assignment and charge over the Issuer s Designated Accounts as specified in the section entitled Details of designated account(s), if applicable below; and 2. Any other security required by the Lead Arranger/Facility Agent and/or Trustee. B. Developer Each Developer will grant to the Security Trustee the following third party security: 1. To the extent legally permissible, an equitable assignment over all sale and purchase agreements executed by end-purchasers and subsequent sale and purchase agreements to be executed in the future by end-purchasers, if any, in relation 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 by the Developer with consultants and contractors in respect of the relevant development project ( Construction Contracts ) and all construction guarantees/performance bonds issued in favour of the Developer in respect of the relevant development project. 3. An assignment of its rights, to the extent allowable by law, over all policies and contracts of insurance taken out by the Developer (as the case may be) in relation to the relevant development project to be beneficially sold to the Issuer. 4. Specific debenture incorporating fixed and floating charge over all current and future assets over the relevant development project, including the relevant HDA Account and where applicable, PDA, to be beneficially sold to the Issuer; Page 6 of 35

7 5. To the extent possible, legal land charge over the master title of the Developer in relation to the relevant development project; 6. Completion Undertaking (as defined under item (xviii) under the section entitled Other terms 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 sale and purchase agreements with end purchasers; 7. Assignment and charge over the HDA Account and PDA (if applicable) (as specified in the section entitled Details of designated account(s), if applicable below)) in respect of the relevant development project; 8. Power of Attorney allowing the Security Trustee to deal on all matters related to the relevant development project to be beneficially sold to the Issuer, in a Trigger Event and/or Dissolution Event; and 9. Any other security required by the Lead Arranger/Facility Agent and/or Trustee. For the purposes of securing the Kafalah provided by the relevant Kafalah Provider to guarantee the relevant Liquidity ICP, Construction Reserve ICP and the Cost Overrun ICP (as defined under item (xvi), (xvii) and (xix) respectively under the section entitled Other terms and conditions below), a second ranking charge will be created against the security provided above. In addition to the above, the Liquidity ICP, the Construction Reserve ICP and the Cost Overrun ICP shall be issued under the Murabahah Programme as credit enhancements:. (i) Liquidity ICP in respect of the specific development project to be financed by the relevant Tranche of the Musharakah under the Musharakah Programme. (ii) Construction Reserve ICP in respect of the specific development project to be financed by the relevant Tranche of the Musharakah under the Musharakah Programme; (iii) Cost Overrun ICP in respect of the specific development project to be financed by the relevant Tranche of the Musharakah under the Musharakah Programme; and (iv) a Completion Undertaking from the Sponsor and/or the Developer to complete the relevant development project by the relevant date as stipulated in the relevant sale and purchase agreements with end purchasers. Please refer to items (xvi), (xvii) and (xix) under the section entitled Other terms and conditions for further description of the Liquidity ICP, the Construction Reserve ICP and the Cost Overrun ICP. In the event any encumbered asset/property is identified as security for a relevant Tranche of Musharakah and is subject to redemption, the perfection/registration of the security over such asset/property shall not be a condition precedent and shall be completed post issuance of such relevant Tranche of Musharakah as a condition subsequent within a time frame to be agreed between the Issuer and the Lead Arranger. (16) Details of guarantee (17) Convertibility of Issuance (18) Exchangeability of Issuance : Not guaranteed : Non-convertible : Non-exchangeable (19) Call option : No call option (20) Put option : No put option (21) Details of covenants : a. Positive covenants Positive covenants, details as follows: So long as the Musharakah remains outstanding, the Issuer undertakes that it shall:- 1. promptly perform and carry out all its obligations under the Musharakah and all the Transaction Documents and ensure that it shall immediately notify the Trustee in the event that it is unable to fulfil or comply with any of the provisions of the Transaction Documents; Page 7 of 35

8 2. use its reasonable diligence to carry on and conduct its business and affairs in a proper and efficient manner which shall ensure, amongst others, that all necessary approvals or relevant licenses are obtained and/or being obtained and maintained; 3. obtain, preserve and keep in full force and effect all licenses, rights, consents and approvals necessary for the conduct of its business; 4. where applicable, maintain or cause to be maintained such insurance in respect of its assets and its business against all risk in accordance with common industry practice; 5. utilise the proceeds from the Musharakah for the purposes as represented 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 section entitled Information Covenants below); and (ii) relevant IPC to submit the IPC Report (as defined in section entitled Information Covenants below) prior to the issuance of each Tranche of the Musharakah and on a quarterly basis thereafter. The said reports are to be made available within five (5) business days of its availability to the Credit Rating Agency, the Lead Arranger, 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 related companies to be subordinated to its liabilities under the Musharakah and no repayment and/or prepayment of such advances shall be made save and except for repayment and/or prepayment of the advances made by the Sponsor and/or any of its related companies to complete the construction of the development project under the Musharakah Venture of which repayment of the said advances can only be effected upon the dissolution of the relevant Tranche of 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 Facility Agent, in the event that the Paying Agent does not receive payment from the Issuer on the due dates as required under the Transaction Documents and the terms and conditions of the Musharakah; 10. maintain and keep proper books and accounts at all times in compliance with applicable statutory requirements and in accordance with generally accepted accounting principles in Malaysia and to provide the Trustee and any person appointed by it (e.g. auditors) access to such books and accounts to the extent permitted by law; 11. ensure that the terms in the Trust Deed and the Transaction Documents do not contain any matter which is inconsistent with the provisions of the Information Memorandum; 12. permit the accounts, reports, notices, statements or circulars as provided by the Issuer to the Trustee to be circulated by the Trustee at its discretion to the holders, 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 good faith pursuant to legal proceedings and adequate reserves with respect thereto have been established; and 14. promptly comply with all applicable laws (including the provisions of the CMSA and all circulars, conditions or guidelines issued by the SC from time to time) as may be applicable to it; 15. such other covenants as may be advised by the Solicitors and mutually agreed between 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 Transaction Documents and the documents executed or to be executed in relation to the Kafalah ( Kafalah Documents ) to which it is a party and ensure that it shall immediately notify the Trustee in the event that it is unable to fulfil or comply with any of the provisions of the Transaction Documents; 2. use its reasonable diligence to carry on and conduct its business and affairs in a proper and efficient manner which shall ensure, amongst others, that all necessary approvals or relevant licenses are obtained and/or being obtained and maintained; 3. obtain, preserve and keep in full force and effect all licences, rights, consents and approvals necessary for the conduct of its business and for the execution of the Kafalah Documents; 4. maintain or cause to be maintained such insurance in respect of its assets and its business Page 8 of 35

9 against all risk in accordance with common industry practice; 5. remain a wholly-owned subsidiary (direct or indirect) of the Sponsor (in respect of the Developer) and remain as the holding company (direct or indirect) of the Developer (in respect of the Sponsor), as the case may be; 6. ensures that any liquidated and ascertained damages (LAD) (if any) payable shall be borne solely by the relevant Developer; 7. take such steps as may have been notified by the Trustee following the occurrence of a Trigger Event to remedy or mitigate the effect of that Trigger Event. In the event the Trigger Event is not remedied, to facilitate the appointment of 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 the occurrence 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 the Kafalah Documents), if any, other than the Musharakah Programme; 10. ensure that the proceeds received from the Issuer from the sale of the relevant Trust Assets shall be used for purposes as represented in the Transaction Documents 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 its related companies to be subordinated to its liabilities under the Musharakah and no repayment and/or prepayment of such advances shall be made save and except for repayment and/or prepayment of the advances made by the Sponsor and/or any of its related companies to complete the construction of the relevant development project under the relevant Musharakah Venture of which repayment of the said advances can only be effected upon the dissolution of the relevant Tranche of Musharakah; 12. pay all of taxes and other liabilities when due unless being contested in good faith pursuant to legal proceedings and adequate reserves with respect thereto have been established; 13. promptly comply with all applicable laws and regulations (including the provisions of the CMSA and all circulars, conditions or guidelines issued by the SC from time to time) as may be applicable to it; 14. promptly satisfy any judgment or order or any process or any court made against it, unless an appeal or stay of execution has been made to the appropriate appellate court within the time prescribed; 15. ensure that all representations, warranties, covenants or statements made by it under any agreement in relation to the Kafalah Documents shall 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 or shares or other ownership interests is not being threatened to be seized, nationalized, expropriated or compulsory acquired by authorities of any governmental body(ies); 17. ensure that there will be no proposal to make general assignment or to enter into any arrangement or composition with or for the benefit of its creditors and shall ensure that it will not commence negotiations with its creditors with a view to make any general adjustments, rescheduling or deferment of any part of its indebtedness (when it is due); and 18. such other covenants as may be advised by the Solicitors and mutually agreed between the Issuer and the Lead Arranger. b. Negative covenants Negative covenants, details as follows: So long as the Musharakah remains outstanding, the Issuer undertakes that it shall not:- 1. amend, supplement or vary its Constitution in a manner that is inconsistent with the provisions of the Musharakah Programme and/or Trust Deed or with a bankruptcy-remote special purpose company, save and except to comply with the rules, regulations or guidelines of the relevant authorities and where such amendments that are, in the opinion of the Trustee, not materially prejudicial to the interests of the holders; Page 9 of 35

10 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 share capital; 4. dispose of major assets that contribute substantially to its revenue unless in the ordinary course of business and on arms length basis or which are either obsolete or worn out or unless it is disposed pursuant to the Purchase Undertaking; 5. surrender, transfer, assign, relinquish, dispose or create any security interest over all or any part of its assets other than those permitted under the Musharakah Programme; 6. distribute or pay any dividends; 7. incur any other indebtedness for borrowed monies other than the issuances under the Musharakah Programme and the Murabahah Programme; 8. change the utilisation of proceeds from the issuance of the Musharakah in any manner other than as set out in the Information Memorandum and any agreement entered into in connection with the issue, offer or invitation of such Musharakah sets out a specific purpose for which proceeds are to be utilised; 9. enter into a transaction or any agreement, whether directly or indirectly with interested persons unless: (i) such transaction shall be on terms that are no less favourable to the Issuer than those which could have been obtained in a comparable transaction from persons who are not interested persons; and (ii) with respect to transactions involving an aggregate payment or value equal to or greater than RM100,000.00, the Issuer obtains certification from an independent adviser that the transaction is carried out on fair and reasonable terms; provided that the Issuer certifies to the Trustee that the transaction complies with item (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 of the board of directors or shareholders in a general meeting as the case may require; and 10. such other covenants as may be advised by the Solicitors and mutually agreed between 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 instituting proceedings for the liquidation or winding up of the Issuer or other similar proceedings under any applicable laws; b. suspend or threaten to suspend a substantial part of its business in any manner which 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 documents related to the specific development project beneficially sold to the Issuer to which it is a party; d. amend or vary any construction agreement resulting in a deviation of 5% or such other amounts (to be determined by the Credit Rating Agency either in percentage or absolute terms) of the original budgeted cost or any documents related to the specific development project beneficially sold to the Issuer is without the consent of the Trustee; 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 the relevant Trust Assets in any manner other than as set out in the Information Memorandum; i. cause any of the financing agreements (including any Kafalah Documents) entered by it to be ineffective, invalid or unenforceable or be in jeopardy; and j. such other covenants as may be advised by the Solicitors and mutually agreed between the Issuer and the Lead Arranger. Page 10 of 35

11 c. Financial covenants No financial covenant d. Information covenants Information covenants, details as follows: So long as the Musharakah remains outstanding, the Issuer undertakes that it shall:- 1. deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and the Trustee a copy of (a) the annual audited financial statements of the Issuer as soon as they become available (in any event within 120 days from the end of the relevant financial year) and (b) the semi-annual unaudited financial statements of the Issuer as soon as they become available (in any event within 60 days from the end 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 the Trustee annually at the end of its financial year, a certificate that the Issuer has complied with its obligations under the Trust Deed and the terms and conditions of the Musharakah and that there did not exist or had not existed, from the date the Musharakah was issued or date of the previous certificate as the case may be, any Dissolution Event and if such is not the case, to specify the same; 3. on a monthly basis, promptly deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and the Trustee such information relating to Designated Accounts and movements in the HDA Account. For the avoidance of doubt, such information consists of account statements relating to the Designated Accounts; 4. promptly deliver additional financial or other information or reports as the Trustee may from time to time request including without limitation, such information as the Trustee may require in order for the Trustee to discharge its duties and obligations under the Trust Deed relating to the Issuer s affairs to the extent permitted 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 the following: (1) any amount secured or payable under the Musharakah to become immediately payable; (2) the Musharakah to become immediately enforceable; or (3) any other right or remedy under the terms, provisions or covenants of the Musharakah or the Trust Deed to become immediately enforceable; (ii) any change in the utilisation of proceeds from the Musharakah where the Information Memorandum or any agreement entered into in connection with the issue, offer or invitation of such 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 that gives rise to any right or remedy under the Transaction Documents becoming immediately enforceable or any amount secured or payable under the relevant Musharakah to become immediately payable, forthwith upon becoming aware thereof, and the Issuer shall take all reasonable steps and/or such other steps as may be requested by the Trustee to remedy the Dissolution Event; (iv) any circumstance that has occurred that would materially prejudice the Issuer or any security included or created by the relevant Musharakah or the Trust Deed; (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 the holders; and 6. such other covenants as may be advised by the Solicitors and mutually agreed between 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 ( Progress Report ) for the relevant specific development project beneficially sold to the Issuer, certified by the external consultants appointed by the Sponsor/Developer and/or the IPC appointed by the Issuer. Each of the Developer and/or Sponsor shall procure the relevant IPC to submit report ( IPC Report ) on the reasonableness of the Page 11 of 35

12 budgeted construction cost and expected time to completion with respect to the development projects beneficially sold to the Issuer prior to the issuance of each Tranche of the Musharakah and on a quarterly basis thereafter. The said IPC Report shall certify both the cost and time to completion of the relevant development project. The said reports are to be made available within five (5) business days of its availability to the Credit Rating Agency, the Lead Arranger, the Facility Agent, the Trustee and/or Security Trustee; 2. promptly deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and the Trustee, copies of the endorsed certificates on completion of any stages of the relevant specific development project beneficially sold to the Issuer; 3. promptly notify the Credit Rating Agency, the Lead Arranger/Facility Agent and the Trustee on any cost overruns for the relevant specific development project beneficially sold to the Issuer; 4. promptly deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and the Trustee a copy of any certificates for the extension of time, if any, for the relevant specific development project beneficially sold to the Issuer; 5. promptly deliver the accounting records and reports to the Issuer for each relevant Tranche of the Musharakah on a quarterly basis to facilitate the Issuer to prepare its quarterly management accounts; 6. deliver to the Credit Rating Agency, the Lead Arranger/Facility Agent and the Trustee a copy of (a) the annual audited financial statements of the Developer and Sponsor as soon as they become available (in any event within 120 days from the end of the relevant financial year) and (b) the semiannual unaudited financial statements of the Developer and Sponsor as soon as they become available (in any event within 60 days from the end of the relevant semi-annual period); and 7. such other covenants as may be advised by the Solicitors and mutually agreed between the Issuer and the Lead Arranger. (22) Details of designated account(s) : No. Account name Parties responsible for opening account Parties responsible to maintain/ operate account 1 A. Issuer : In The Escrow The Escrow respect of Account Account each shall be shall be Tranche of opened by solely the the Issuer operated by Musharakah, the Issuer is the Security Trustee required to open and maintain two (2) Shariah compliant designated accounts with a financial institution, with a minimum rating of A2/P1 by the Credit Rating 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 the proceeds from the issuance of the relevant Tranche of the Musharakah, proceeds from the sale of the relevant Trust Assets, advances from the relevant member of the SkyWorld Development Group and all other cash Utilisation of funds Upon the issuance of the Musharakah, proceeds from the issuance shall be disbursed from the Escrow Account in accordance with the details of utilisation of the Issuer as reflected under item (iv) under the section entitled Other terms and conditions below in the following order of Page 12 of 35

13 Agency, acceptable to the Lead Arranger (collectively the Issuer Designated Accounts ): (i) Escrow Account; and (ii) Liquidity Account. Name of account : Escrow Account. proceeds, including redemption proceeds for the exercise of Purchase Undertakings (if any), whether revenue in nature and/or compensation paid by any party in respect of or pursuant to any performance bonds/guarantees or by way of damages, takaful/insurance claims/proceeds. In addition, the Escrow Account shall capture funds drawn from the Construction Reserve ICP and/or Cost Overrun ICP under events as defined under items (xviii) and (xix) under the section entitled Other terms and conditions, respectively. The said account shall also capture funds from the HDA Account (as described hereunder) linked to a specific development project under the relevant Musharakah Venture (i.e. a development project) to be utilised to pay where applicable for the periodic profit payments, priority: 1. to pay fees, cost and expenses related to the Musharakah Programme, Murabahah Programme and the Kafalah facility; 2. to prefund the Trustee s Reimbursement Account of the Musharakah Programme and the Murabahah Programme (which is only applicable in respect of the first issuance under the Musharakah Programme); 3. unless otherwise determined by the Lead Arranger, to prefund the Liquidity Account (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 of a Trigger Event, funds in the Escrow Account where applicable shall be utilised based on the Page 13 of 35

14 Page 14 of 35 fees and following order of expenses and priority: 1. tax principal and other repayment for the statutory relevant Tranche obligations (if of the any); 2. relevant Musharakah, fees fees and/or and expenses commission and and principal expenses repayment for the relating to the Liquidity ICP, the relevant Liquidity Construction ICP, the Reserve ICP and/or the Cost Overrun ICP. For the avoidance of doubt, the funds from the HDA Account shall be remitted into the Escrow Account thirty (30) days before the relevant due dates of the principal repayment and profit payment of the relevant Tranche of the Musharakah. In respect of other payments due to be made from the Escrow Account, as soon as there are available funds in the HDA Account such funds shall be remitted into the Escrow Account to ensure that all such payments are made on a timely basis. Any surplus in the relevant HDA Account after all related expenses including construction cost arising from the Construction Reserve ICP and/or the Cost Overrun ICP under the 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 Musharakah including but not limited to, Trustee fee, Credit Rating Agency fee, Facility Agent fee and IPC fee; 4. funds captured from the Construction Reserve ICP and/or Cost Overrun ICP as the case maybe, will be utilised to fund the related construction cost as set out therein; 5. on a prorated basis and ranking pari passu, payment of the principal

15 Page 15 of 35 relevant development project has been completed, all periodic profit payments, fees and expenses and principal repayment for the relevant Tranche of the Musharakah and fees and expenses and principal repayment for the Liquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP has been met, shall be remitted and captured in the Escrow Account. In addition, for any development phase that incorporate retail/commercial units to be developed as part of such a phase, subject to conditions to be met under Eligibility Criteria (as defined under item (vi) under the section entitled Other terms and conditions below), all progress billings related to the said retail/commercial units will be captured under the Project Development Account ( PDA ). Similar to the HDA Account, the Escrow Account repayment for the Liquidity ICP, the Construction Reserve ICP and/or Cost Overrun ICP (if any) as well as, pari passu, periodic profit payments payable on the relevant Tranche of the Musharakah; 6. principal redemption of the relevant Tranche of the Musharakah on Expected Maturity Date; 7. to be applied towards any early redemption of Musharakah as described under the section entitled Provisions on early redemption below; 8. payment of all advances made by the Sponsor, the Developer and/or any of their subsidiary (if any). For the avoidance of doubt, at all times any advances by the SkyWorld Development Group shall be fully subordinated with no right of offset or clawback; and 9. surplus (if any) at

16 Page 16 of 35 shall also capture funds from the relevant PDA linked to a specific development project under the relevant Musharakah Venture to be utilised to pay where applicable, the periodic profit payments, fees and expenses and principal repayment for the relevant Tranche of the Musharakah, fees and expenses and principal repayment for the Liquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP. For the avoidance of doubt, the funds from the PDA shall be remitted into the Escrow Account thirty (30) days before the relevant due dates of the principal repayment and profit payment of the relevant Tranche of the Musharakah. In respect of other payments due to be made from the Escrow Account, as soon as there are available funds in the PDA such funds shall be remitted into the Escrow the end of the tenure of the relevant Tranche of the Musharakah, to pay the Manager as the Incentive Fees, which in turn a portion of which would be paid to the Agent as the Agency Fees. Upon the occurrence of a Dissolution Event, funds in the Escrow Account shall be utilised 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 exercise any rights and remedies, including but not limited to the appointment of an independent qualified PMC. 3. remuneration of any receiver appointed. 4. relevant fees and/or commission and expenses relating to the relevant Liquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP under the Murabahah Programme

17 Page 17 of 35 Account to ensure including but not that all such limited to, payments are Trustee fee made on a timely facility agent fee, basis. Any surplus guarantee fee in the relevant and underwriting PDA after all fee; 5. fees and related expenses expenses including related to the construction cost relevant arising from the relevant Musharakah including but not development limited to, project has been Trustee fee, completed, all Credit Rating periodic profit Agency fee, payments, fees Facility Agent and expenses fee, IPC fee and and principal repayment for the relevant Tranche of the Musharakah and fees and expenses and principal repayment for the Liquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP has been met, shall be remitted and captured in the Escrow Account. Amounts available in the Escrow Account invested as Permitted Investments shall have maturity dates that fall within a grace period as specified under the section entitled Permitted Investments, if applicable below. PMC fee; 6. periodic profit payments payable for the relevant Tranche of the Musharakah, if any; 7. principal redemption (i.e. payment of Exercise Price) for the relevant Tranche of the Musharakah; 8. on a prorated basis and ranking pari passu, principal repayment of the Liquidity ICP, the Construction Reserve ICP and/or Cost Overrun ICP as a result of events as defined therein; 9. payment of all advances made by the Sponsor, the Developer and/or any of their subsidiary (if any). For the avoidance of

18 doubt, at all times any advances by the SkyWorld Development Group shall be fully subordinated with no right of offset or clawback; and 10. surplus (if any) at the end of the tenure of the relevant Tranche of the Musharakah, to pay the Manager the Incentive Fees, which in turn a portion of which would be paid to the Agent the Agency Fees. 2 Liquidity Account The Liquidity The Liquidity The Security Account shall be Account shall be Trustee shall be the sole opened by solely signatory to the Issuer operated by the Security Trustee the Liquidity Account The Liquidity Account will be (i) pre-funded from the proceeds of the Musharakah; or (ii) funded by the proceeds from the issuance of the Liquidity ICP thirty (30) days before the relevant due dates of the profit payment of the relevant Tranche of the Musharakah and proceeds from the issuance of the Liquidity ICP as and when required to meet senior expenses arising out of that Tranche of the Musharakah The Liquidity Account shall be utilised to fund any shortfall in meeting the profit payment and senior expenses arising out of that Tranche of the Musharakah, including fees and expenses relating to the relevant Murabahah issued pursuant to the relevant Tranche of the Musharakah, as well as any contingent fees payable to PMC. Any surplus in the said account after full payment Page 18 of 35

19 Page 19 of 35 including fees and expenses relating to the relevant Murabahah issued pursuant to the relevant Tranche of the Musharakah as well as any contingent fees payable to PMC. In the event that the Liquidity Account is prefunded from the proceeds of the Musharakah and the funds are utilised to meet any shortfall in the profit payment and senior expenses arising out of that Tranche of the Musharakah (including fees and expenses relating to the relevant Murabahah issued pursuant to the relevant Tranche of Musharakah, as well as any contingent fees payable to PMC), the amount in the Liquidity Account shall be toppedup from the funds in the HDA Account and/or PDA (if applicable) up to an amount which has been utilized from the Liquidity Account ( Liquidity Top-up of the amounts owing to the holders, will be remitted and captured under the Escrow Account.

20 3 B. Developer Designated Accounts : In respect of each Tranche of the Musharakah and concurrent with the above, the relevant Developer shall open and maintain the following accounts (where applicable) with a financial institution as highlighted below : Name of account : HDA Account. The HDA Account shall be opened by the relevant Developer The HDA Account shall be jointly operated by the Developer and Security Trustee. Upon the the occurrence of a Trigger Event, the HDA Account shall be solely operated by the Security Trustee. Page 20 of 35 Prior to an occurrence of a Trigger Event - both the Developer and the Security Trustee shall be the joint signatories to the HDA Account. Upon the occurrence of a Trigger Event the Security Trustee shall be the sole signatory to the HDA Account. Amount ) 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 minimum balance in the Liquidity Account which shall be equivalent to the amount that was pre-funded from the proceeds of the Musharakah. HDA Account is required to be maintained under the HDA. As provided under the HDA, all proceeds due from endpurchasers of a property development project shall be captured under a HDA Account. Monies from the HDA Account will be utilised, as stipulated under the HDA, including but not limited to, construction costs related specifically to the development project beneficially sold to the Issuer, the periodic profit payments, fees and expenses and the principal repayment for the relevant Tranche of the Musharakah, and the fees and expenses and principal repayment for the Liquidity ICP, the Construction Reserve ICP and/or the Cost Overrun ICP. With regards to the periodic profit payments