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The IIFM Sukuk Al Ijarah Standard Document Templates have been developed by the IIFM to facilitate and ease the issuance of Sukuk Al Ijarah in a Shari‘ah compliant manner. IIFM hereby authorizes any Islamic financial institution and any other Islamic financ ial industry participant to use the IIFM Sukuk Al Ijarah Standard Document Templates and its use is not restricted to IIFM members only. The IIFM Sukuk Al Ijarah Standard Document Templates are accompanied by Prospectus which covers an explanation of the structure and operational guidance to be implemented by potential users. In the name of Allah, the Entirely Merciful, the Especially Merciful. [DATE] [•] AS COMPANY IN FAVOUR OF [SPV LIMITED] AS TRUSTEE [•] AS DELEGATE [•] TRUST CERTIFICATES DUE [•] ……………………………………………………… PURCHASE UNDERTAKING اءل التعهد…………………………………………………… DISCLAIMER The sukuk al ijarah document templates ("IIFM Sukuk Al Ijarah Standard Document Templates") comprise the following: Prospectus Sale and Purchase Agreement Lease Agreement Service Agency Agreement Purchase Undertaking Sale and Substitution Undertaking Declaration of Trust The main objective of the IIFM Sukuk Al Ijarah Standard Document Templates is to facilitate and ease the issuance of Sukuk Al Ijarah in a Shari‘ah compliant manner. IIFM hereby authorizes any Islamic financial institution and any other Islamic financi al industry participant to use the IIFM Sukuk Al Ijarah Standard Document Templates and its use is not restricted to IIFM members only. Users of the IIFM Sukuk Al Ijarah Standard Document Templates should note that, when entering into issuances of trust certificates ("Issuances") under or in relation to the IIFM Template Sukuk Al Ijarah Documents or making any amendment or addition to the IIFM Sukuk Al Ijarah Standard Document Templates, they must first take all action required to satisfy themselves as to the Shari'ah compliance of the IIFM Template Sukuk Al Ijarah Documents and the Issuance thereunder. The IIFM Sukuk Al Ijarah Standard Document Templates have been approved by the IIFM Shari‘ah Board and any user who proposes to use them, without any fundamental amendments, may request a copy of the IIFM Shari‘ah Board Approval Pronouncement. Potential users are requested to contact IIFM in order to complete certain formalities to obtain a copy of the IIFM Shari‘ah Board Approval Pronouncement. The IIFM Shari‘ah Board Approval Pronouncement is in relation to the IIFM Sukuk Al Ijarah Standard Document Templates only and shall not cover any specific transactions. IIFM is not responsible for the use of the IIFM Sukuk Al Ijarah Standard Document Templates or for any damages or losses resulting from the use of the IIFM Sukuk Al Ijarah Standard Document Templates or any specific transactions thereunder. All potential users are urged to undertake their own evaluation of the IIFM Sukuk Al Ijarah Standard Document Templates to ensure that they are appropriate for use by them in their particular circumstances or in a particular transaction and to ensure that their interests will be protected by its use. Potential users of the IIFM Sukuk Al Ijarah Standard Document Templates agree that it is the responsibility of such user to ensure that the terms, provisions and conditions of the IIFM Sukuk Al Ijarah Standard Document Templates are appropriate and protect the user’s interests in all respects, and to modify any such terms, provisions and conditions as appr opriate in the circumstances. The attention of users of this document is drawn to the footnotes to this document, which provide explanatory information but do not constitute a part of the applicable IIFM Sukuk Al Ijarah Standard Document Templates itself. Also, the attention of users of this document is drawn that recognized Fiqh Academies, institutions and relevant AAOIFI Shari’ah standards as well as market pract ice, have been used as a reference in the drafting of these IIFM Sukuk Al Ijarah Standard Document Templates as at the date of launch of the documents. Copyright© 2020 by International Islamic Financial Market

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  • The IIFM Sukuk Al Ijarah Standard Document Templates have been developed by the IIFM to facilitate and ease the issuance of Sukuk Al

    Ijarah in a Shari‘ah compliant manner. IIFM hereby authorizes any Islamic financial institution and any other Islamic financial industry participant to use the IIFM Sukuk Al Ijarah Standard Document Templates and its use is not restricted to IIFM members only. The IIFM Sukuk

    Al Ijarah Standard Document Templates are accompanied by Prospectus which covers an explanation of the structure and operational

    guidance to be implemented by potential users.

    In the name of Allah, the Entirely Merciful, the Especially Merciful.

    [DATE]

    [•]

    AS COMPANY

    IN FAVOUR OF

    [SPV LIMITED]

    AS TRUSTEE

    [•]

    AS DELEGATE

    [•]

    TRUST CERTIFICATES DUE [•]

    ………………………………………………………

    PURCHASE UNDERTAKING

    التعهد ابلرشاء ……………………………………………………

    DISCLAIMER

    The sukuk al ijarah document templates ("IIFM Sukuk Al Ijarah Standard Document Templates") comprise the following:

    • Prospectus

    • Sale and Purchase Agreement

    • Lease Agreement

    • Service Agency Agreement

    • Purchase Undertaking

    • Sale and Substitution Undertaking

    • Declaration of Trust

    The main objective of the IIFM Sukuk Al Ijarah Standard Document Templates is to facilitate and ease the issuance of Sukuk Al

    Ijarah in a Shari‘ah compliant manner. IIFM hereby authorizes any Islamic financial institution and any other Islamic financial industry participant to use the IIFM Sukuk Al Ijarah Standard Document Templates and its use is not restricted to IIFM members

    only.

    Users of the IIFM Sukuk Al Ijarah Standard Document Templates should note that, when entering into issuances of trust certificates

    ("Issuances") under or in relation to the IIFM Template Sukuk Al Ijarah Documents or making any amendment or addition to the

    IIFM Sukuk Al Ijarah Standard Document Templates, they must first take all action required to satisfy themselves as to the Shari'ah compliance of the IIFM Template Sukuk Al Ijarah Documents and the Issuance thereunder.

    The IIFM Sukuk Al Ijarah Standard Document Templates have been approved by the IIFM Shari‘ah Board and any user who proposes to use them, without any fundamental amendments, may request a copy of the IIFM Shari‘ah Board Approval Pronouncement.

    Potential users are requested to contact IIFM in order to complete certain formalities to obtain a copy of the IIFM Shari‘ah Board

    Approval Pronouncement. The IIFM Shari‘ah Board Approval Pronouncement is in relation to the IIFM Sukuk Al Ijarah Standard Document Templates only and shall not cover any specific transactions.

    IIFM is not responsible for the use of the IIFM Sukuk Al Ijarah Standard Document Templates or for any damages or losses resulting from the use of the IIFM Sukuk Al Ijarah Standard Document Templates or any specific transactions thereunder. All potential users

    are urged to undertake their own evaluation of the IIFM Sukuk Al Ijarah Standard Document Templates to ensure that they are

    appropriate for use by them in their particular circumstances or in a particular transaction and to ensure that their interests will be protected by its use. Potential users of the IIFM Sukuk Al Ijarah Standard Document Templates agree that it is the responsibility of

    such user to ensure that the terms, provisions and conditions of the IIFM Sukuk Al Ijarah Standard Document Templates are

    appropriate and protect the user’s interests in all respects, and to modify any such terms, provisions and conditions as appropriate in the circumstances.

    The attention of users of this document is drawn to the footnotes to this document, which provide explanatory information but do not

    constitute a part of the applicable IIFM Sukuk Al Ijarah Standard Document Templates itself. Also, the attention of users of this document is drawn that recognized Fiqh Academies, institutions and relevant AAOIFI Shari’ah standards as well as market practice,

    have been used as a reference in the drafting of these IIFM Sukuk Al Ijarah Standard Document Templates as at the date of launch

    of the documents.

    Copyright© 2020 by International Islamic Financial Market

  • CONTENTS

    Clause Page

    1. Definitions and Interpretation ........................................................................................... 1

    2. Undertakings ..................................................................................................................... 4

    3. Exercise ............................................................................................................................. 5

    4. Undertakings and Acknowledgements of the Company ................................................... 6

    5. Negative Pledge ................................................................................................................. 6

    6. Payments ........................................................................................................................... 6

    7. Representations and Warranties ........................................................................................ 6

    8. Indemnity ........................................................................................................................... 7

    9. Currency Indemnity ........................................................................................................... 8

    10. Notices ............................................................................................................................... 8

    11. Taxes, Costs and Expenses ................................................................................................ 9

    12. Deposit of Deed ................................................................................................................. 9

    13. Benefit of Deed ................................................................................................................. 9

    14. Severability ...................................................................................................................... 10

    15. Exercise of Rights ........................................................................................................... 10

    16. Change in Status .............................................................................................................. 10

    17. Enforcement of Rights ..................................................................................................... 10

    18. Amendments .................................................................................................................... 10

    19. Contracts (Rights of Third Parties) Act 1999 .................................................................. 11

    20. Shari'ah Compliance ........................................................................................................ 11

    21. Governing Law and Dispute Resolution ......................................................................... 11

    22. Waiver of Interest ............................................................................................................ 12

    Schedule 1 Form of Exercise Notice ....................................................................................... 13

    Schedule 2 Form of Sale Agreement ....................................................................................... 15

  • - 1-

    THIS PURCHASE UNDERTAKING (the "Deed") is dated [•] and made as a deed

    BY:

    (1) [COMPANY] (the "Company");

    IN FAVOUR OF:

    (2) [SPV LIMITED] in its capacity as issuer of the Certificates and as trustee for the Certificateholders (in such capacities, the "Trustee"); and

    (3) [•] in its capacity as (i) donee of the powers set out in clause 6 (Powers Vested in the Delegate) of the Declaration of Trust and (ii) delegate of the Trustee pursuant to clause

    7 (Delegation of Authority to the Delegate) of the Declaration of Trust (acting in such

    capacities, the "Delegate") which expression shall include any co-delegate, any

    replacement Delegate or any successor thereto.

    RECITALS:

    (A) The Trustee proposes to issue [•] trust certificates due [•] (the "Certificates") on [•] (the "Closing Date"). The Certificates will be constituted by a declaration of trust dated

    the Closing Date (the "Declaration of Trust") between the Trustee, the Company and

    the Delegate. Each Certificate will represent an undivided ownership interest in the

    underlying Lease Assets and the other Trust Assets (as defined in the Declaration of

    Trust).

    (B) The Company hereby undertakes to purchase and accept the transfer and conveyance of, the Trustee's [ownership interests, rights, title, benefits and entitlements, present and

    future, in, to and under] the Lease Assets from the Trustee in the circumstances

    specified, and subject to the terms set out, in this Deed.

    (C) 1The Sale Agreement to be entered into between the Seller and the Company shall be substantially in the form set out in the Schedule 2 (Form of Sale Agreement) to this

    Deed.

    IT IS AGREED as follows:

    1. DEFINITIONS AND INTERPRETATION

    1.1 In this Deed (including the Recitals):

    "Certificates" has the meaning given to it in Recital (A);

    "Closing Date" has the meaning given to it in Recital (A);

    "Compensated Liabilities" has the meaning given to it in Clause 8;

    "Compensated Person" has the meaning given to it in Clause 8;

    1 Note: The Sale Agreement in Schedule 2 (Form of Sale Agreement) is the form of sale agreement that will be entered into in due course

    in accordance with this Deed (i.e. to document the transfer of assets) and is not entered into on the date of this Deed. This Deed is a

    unilateral undertaking on the date it is signed.

  • - 2-

    "Conditions" means the terms and conditions of the Certificates scheduled to the

    Declaration of Trust, as the same may from time to time be modified in accordance

    with the Declaration of Trust, and references to a particular Condition shall be

    construed accordingly;

    "Declaration of Trust" has the meaning given to it in Recital (A);

    "Dispute" means any dispute, claim, difference or controversy arising out of, relating

    to or having any connection with this Deed (including any dispute as to its existence,

    validity, interpretation, performance, breach or termination or the consequences of its

    nullity and any dispute relating to any non-contractual obligations arising out of or in

    connection with it);

    "Due Date" has the meaning given to it in Clause 3.2;

    "Encumbrance" means any lien, pledge, mortgage, Security Interest, deed of trust,

    charge or other encumbrance or arrangement having a similar effect;

    "Exercise Notice" means a notice substantially in the form set out in Schedule 1 (Form

    of Exercise Notice);

    "Exercise Price" means an amount in [•] equal to the aggregate of:

    (a) the outstanding face amount of the Certificates;

    (b) an amount equal to all accrued and unpaid Periodic Distribution Amounts in respect of the Certificates; and

    (c) without duplication or double counting, an amount representing any amounts payable by [the Company] (in any capacity) under the Transaction Documents

    to which it is a party (including but not limited to an amount equal to any

    outstanding Additional Service Charge Amounts in respect of which the Lessee

    has agreed to make a corresponding payment of Additional Supplementary

    Rental but such payment has not been made in accordance with the Lease

    Agreement).

    "First Currency" has the meaning given to it in Clause 9.1;

    "Lease Agreement" means the lease agreement dated the Closing Date between the

    Trustee (as Lessor) and Company (as Lessee);

    "Proceedings" has the meaning given to it in Clause 21.4;

    "Rental" has the meaning given to it in the Lease Agreement;

    "Sale Agreement" means an agreement substantially in the form set out in Schedule 2

    (Form of Sale Agreement);

    "Second Currency" has the meaning given to it in Clause 9.1;

    "Security Interest" means any mortgage, pledge, security interest, encumbrance, lien

    or charge of any kind;

  • - 3-

    "Service Agency Agreement" means the service agency agreement dated the Closing

    Date between the Trustee and Company (acting in its capacity as service agent for and

    on behalf of the Trustee);

    "Sum" has the meaning given to it in Clause 9.1;

    "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar

    nature (including any penalty or other amounts payable in connection with any failure

    to pay or any delay in paying any of the same); and

    "Transaction Account" has the meaning given to it in the Agency Agreement.

    1.2 In this Deed, unless the contrary intention appears, a reference to:

    (a) an "amendment" includes a supplement, restatement or novation and "amended" is to be construed accordingly;

    (b) a "person" includes:

    (i) any individual, company, unincorporated association, government, state agency, international organisation or other entity; and

    (ii) its successors and assigns;

    (c) a "successor" shall include any entity to whom the business of a person has been transferred under the applicable law;

    (d) a Clause, a paragraph or a Schedule is a reference to a clause or paragraph of, or a schedule to, this Deed;

    (e) any Transaction Document or a "document" or any "provision" of any such, Transaction Document or other document is a reference to that Transaction

    Document or other document or provision as amended, novated, supplemented,

    extended, replaced or restated from time to time; and

    (f) a time of day is a reference to [•] time.

    1.3 The headings in this Deed are for ease of reference only and do not affect its interpretation.

    1.4 In this Deed, words denoting:

    (a) the singular shall include the plural and vice versa;

    (b) one gender only shall include the other gender; and

    (c) individuals only shall include firms, corporations and any other person as provided above and vice versa.

    1.5 Terms defined in the Lease Agreement, the Declaration of Trust or the Conditions and not otherwise defined in this Deed shall have the same meanings in this Deed, except

    where the context otherwise requires.

  • - 4-

    1.6 All references to an amount falling due in respect of the Certificates shall be deemed to include any amounts which are expressed to be payable under the Certificates.

    1.7 All references in this Deed to costs or charges or expenses shall include any value added tax or similar tax charged or chargeable in respect thereof.

    1.8 All references in this Deed to any statute or any provision of any statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory

    instrument, order or regulation made thereunder or under any such modification or re-

    enactment.

    1.9 All references in this Deed to the "Trustee" or to the "Delegate" shall be deemed to include reference to any co-trustee or (respectively) any co-delegate, any replacement

    Trustee and (respectively) any replacement Delegate and any successor thereto.

    2. UNDERTAKINGS

    2.1 Provided that a Total Loss Event has not occurred, the Company hereby irrevocably grants to the Trustee the following rights:

    (a) provided that a Dissolution Event has occurred and is continuing, to require the Company, at any time prior to the Scheduled Dissolution Date, to purchase on

    the Dissolution Event Redemption Date specified in the relevant Exercise

    Notice all of the Trustee's [ownership interests, rights, title, benefits and

    entitlements, present and future, in, to and under] the Lease Assets at the

    Exercise Price specified in the relevant Exercise Notice; and

    (b) to require the Company, on the Scheduled Dissolution Date, to purchase all of the Trustee's [ownership interests, rights, title, benefits and entitlements, present

    and future, in, to and under] the Lease Assets at the Exercise Price specified in

    the relevant Exercise Notice,

    in each case on an "as is" basis but free from any Encumbrance (other than any lien

    which has arisen solely by operation of law and not in connection with any default of

    the Trustee) (without any warranty express or implied as to condition, fitness for

    purpose, suitability for use or otherwise and if any warranty is implied by law, it shall

    be excluded to the fullest extent permitted by law) and otherwise on the terms and

    subject to the conditions of this Deed and the Conditions.

    2.2 The Company expressly declares that:

    (a) the relevant Exercise Price represents a fair price for the purchase of all of the Trustee's [ownership interests, rights, title, benefits and entitlements, present

    and future, in, to and under] the Lease Assets;

    (b) upon due exercise of any right granted under Clause 2.1, it shall irrevocably and unconditionally fully accept all or any interest the Trustee may have in the Lease

    Assets and, accordingly, shall not dispute or challenge all or any interest the

    Trustee may have in any way; and

    (c) (i) if it breaches any declaration or undertaking in this Clause 2 (Undertakings) or (ii) if it or any administrator, liquidator or receiver of it disputes or challenges

  • - 5-

    any of the [ownership interests, rights, title, benefits and entitlements, present

    and future, of the Trustee in, to and under] the Lease Assets; or (iii) if the sale

    and purchase of any of the Trustee’s [ownership interests, rights, title, benefits

    and entitlements, present and future, in, to and under] any part of the Lease

    Assets is not (or is alleged not to be) effective in any jurisdiction for any reason,

    then the Company shall (as an independent, severable and separately

    enforceable obligation) fully indemnify the Trustee, in [•] for the purpose of

    redemption in full of the relevant Certificates and, accordingly, the amount

    payable under any such indemnity claim will equal the relevant Exercise Price.

    2.3 The Company covenants and undertakes that if the Exercise Price is not paid in accordance with the provisions of this Deed, whether as a result of a dispute or

    challenge in relation to the ownership interests, right, benefits and entitlements that the

    Trustee may have in, to and under the remaining Lease Assets, or any of them, or for

    any other reason, the Company shall (as an independent, severable and separately

    enforceable obligation) fully indemnify the Trustee for the purpose of redemption in

    full of the outstanding Certificates and, accordingly, the amount payable under any such

    indemnity claim will equal the Exercise Price.

    2.4 Following payment of such amounts referred to in Clause 2.3, the rights, ownership interests, benefits and entitlements that the Trustee may have in, to and under the

    remaining Lease Assets will pass to the Company.

    3. EXERCISE

    3.1 The rights granted under Clause 2.1 may be exercised as follows:

    (a) in the case of paragraph (a) of Clause 2.1, by the Delegate (acting in the name and on behalf of the Trustee pursuant to the Declaration of Trust) delivering an

    Exercise Notice to the Company specifying the due date for payment of the

    Exercise Price (which may be the date of the Exercise Notice); and

    (b) in the case of paragraph (b) of Clause 2.1, by the Trustee delivering an Exercise Notice to the Company on the [•] business day prior to the Scheduled

    Dissolution Date.

    3.2 The Company irrevocably undertakes that, following exercise of a right pursuant to Clause 3.1, it will pay to the Trustee by wire transfer in [•] and on the same day, freely

    transferable, cleared funds, the Exercise Price (plus an amount equal to any Taxes

    payable (if any and as applicable) in respect of such sale) into the Transaction Account

    on the Dissolution Event Redemption Date or the relevant Scheduled Dissolution Date

    (as applicable) (such date being the "Due Date").

    3.3 Following exercise of the rights described in Clause 2 (Undertakings), subject to payment of the applicable Exercise Price (plus an amount equal to any Taxes payable

    (if any and as applicable) in respect of such sale) in accordance with Clause 3.2 above

    and Clause 6 (Payments) below, the sale of all of the Trustee's [ownership interests,

    rights, title, benefits and entitlements, present and future, in, to and under] the Lease

    Assets to the Company shall occur by the execution of a Sale Agreement between the

    Company and the Trustee.

  • - 6-

    4. UNDERTAKINGS AND ACKNOWLEDGEMENTS OF THE COMPANY

    4.1 The Company hereby undertakes as follows that it shall forthwith notify the Delegate and the Trustee in writing of any Dissolution Event (and the steps, if any, being taken

    to remedy it) promptly upon becoming aware of its occurrence.

    4.2 The Company hereby acknowledges and agrees that the Company Events applicable to it are set out in full in the Conditions and that the occurrence thereof, subject to the

    grace periods and conditions therein, shall constitute a Dissolution Event for the

    purposes of the Conditions and the Transaction Documents.

    5. NEGATIVE PLEDGE

    [TO BE AGREED BETWEEN THE PARTIES ON THE RELEVANT

    TRANSACTION]

    6. PAYMENTS

    6.1 Except as provided in Clause 6.3, all payments by the Company under this Deed and any Sale Agreement must be made without any deduction or withholding for or on

    account of Tax unless required by law and without set off or counterclaim of any kind

    and, in the event that there is any such deduction or withholding, the Company shall

    pay all additional amounts as will result in the receipt by the Trustee of such net

    amounts as would have been received by it if no such deduction or withholding had

    been made and accordingly the Company undertakes to pay to the Trustee or such other

    persons as the Trustee may direct such additional amounts forthwith upon demand and

    in the manner and currency prescribed hereunder.

    6.2 The payment obligations of the Company under this Deed are and will be direct, unconditional and unsecured obligations of the Company and (subject as provided

    above) rank and will rank pari passu with all other outstanding unsecured and

    unsubordinated obligations of the Company, present and future, but, in the event of

    insolvency, only to the extent permitted by applicable laws relating to creditors' rights.

    6.3 Notwithstanding Clause 6.1 but subject to Condition 6.2 (Application of Proceeds from the Trust Assets), to the extent that there are any outstanding due and unpaid Additional

    Service Charge Amounts, the full sum of such amounts may be set off against the part

    of the Exercise Price payable by the Company in respect of such amounts upon exercise

    of the rights granted pursuant to this Deed.

    7. REPRESENTATIONS AND WARRANTIES

    The Company represents and warrants to each of the Trustee and the Delegate on the

    date of this Deed that:

    (a) the Company has the requisite power and authority to enter into and perform its obligations under this Deed; and

    (b) the making and the performance of this Deed and the other documents required to be executed pursuant to this Deed:

  • - 7-

    (i) are within the powers of the Company and have been duly authorised by all necessary actions; and

    (ii) do not contravene:

    (A) by virtue of any applicable law, regulation, decree, order, permit or other restriction binding upon the Company or any of the

    properties and assets of the Company;

    (B) its constitutional documents; or

    (C) any agreement, mortgage, bond, contract or other undertaking or instrument to which the Company is a party or which is binding

    upon the Company or any of the properties and assets of the

    Company which affects the ability of the Company to meet its

    obligations under this Deed and the documents related hereto.

    8. INDEMNITY

    8.1 The Company shall on demand fully reimburse, compensate, indemnify and hold harmless (on an after Tax basis) the Trustee, the Delegate and each of their respective

    directors, appointees, receivers, officers, shareholders and duly appointed

    representatives (the "Compensated Persons") for any and all obligations, Liabilities,

    losses, costs (excluding any opportunity costs or funding costs), expenses, fees

    (including legal fees and expenses incurred in connection with any enforcement of this

    Deed), damages, demands, actions and judgments of every kind and nature imposed on,

    incurred by, or asserted against any of the Compensated Persons arising out of or in

    connection with any failure by the Company to comply with any of its obligations under

    this Deed or its gross negligence or wilful default or fraud (the "Compensated

    Liabilities").

    8.2 Nothing contained in Clause 8.1 shall, where a Compensated Person has failed to evidence a degree of care and diligence required of it in its applicable role, relieve or

    indemnify such Compensated Person from or against any liability which by virtue of

    any rule of law would otherwise attach to it in respect of any fraud, gross negligence or

    wilful default of which it may be guilty in relation to its duties and obligations.

    8.3 The Company shall give each Compensated Person prompt notice of any occurrence or condition known to it as a consequence of which any Compensated Person is entitled

    to reimbursement and compensation under Clause 8.1.

    8.4 Each Compensated Person claiming a payment pursuant to the above provisions of this Clause 8 (Indemnity) shall deliver to the Company an account in writing of the amount

    requested with an accompanying statement in writing of the circumstances in which

    such Compensated Liabilities have been incurred.

    8.5 The provisions of this Clause 8 are expressly made for the benefit of, and are enforceable by, each Compensated Person (whether or not they are a party to this Deed)

    and shall survive the termination or expiry of this Deed.

  • - 8-

    9. CURRENCY INDEMNITY

    9.1 If any sum due from the Company under this Deed (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the

    "First Currency") in which that Sum is payable into another currency (the "Second

    Currency") for the purpose of:

    (a) making or filing a claim or proof against the Company;

    (b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

    the Company shall as an independent obligation, promptly on demand, indemnify each

    Compensated Person to whom that Sum is due against any actual cost (excluding

    opportunity costs or costs of funding), loss or liability arising out of or as a result of the

    conversion including any discrepancy between (A) the spot rate of exchange used to

    convert that Sum from the First Currency into the Second Currency and (B) the spot

    rate or rates of exchange available to that person at the time of its receipt of that Sum.

    9.2 The Company waives any right it may have in any jurisdiction to pay any amount under this Deed in a currency or currency unit other than that in which it is expressed to be

    payable.

    9.3 The provisions of this Clause 9 (Currency Indemnity) are expressly made for the benefit of, and are enforceable by, each Compensated Person (whether or not they are a Party

    to this Deed) and shall survive the termination of this Deed.

    10. NOTICES

    All notices or other communications under or in connection with this Deed shall be

    given in writing or facsimile in the English language. Any such notice will be deemed

    to be given as follows:

    (a) if delivered in person, at the time of delivery;

    (b) if sent by pre-paid registered post, [•] business days after dispatch; and

    (c) if by facsimile, when a transmission report showing the successful transmission of the facsimile is received by the sender.

    However, a notice given in accordance with the above but received on a day which is

    not a business day or after business hours in the place of receipt will only be deemed to

    be given on the next business day.

    The address and facsimile numbers for all notices under or in connection with this Deed

    are:

    (i) in the case of the Company:

    [Company]

  • - 9-

    Fax: [•]

    Attention: [•]

    (ii) in the case of the Trustee:

    [SPV Limited]

    Fax: [•]

    Attention: [•]

    with a copy to the Delegate at:

    [•]

    Fax: [•]

    Attention: [•]

    or to such other address or facsimile number or marked for the attention of such other

    person or department as may from time to time be notified by the Company to the

    Trustee and the Delegate or by the Trustee to the Company and the Delegate, as

    applicable, by not less than [•] business days' written notice in accordance with the

    provisions of this Clause. In this Clause 10 (Notices) "business day" in relation to any

    place means a day on which commercial banks are open for general business in the

    place of the addressee.

    11. TAXES, COSTS AND EXPENSES

    The Company shall pay, promptly upon the same becoming due, all applicable Taxes,

    fees, costs and expenses (including legal fees) properly evidenced and incurred in

    connection with or incidental to the execution, delivery, filing, recording, registration,

    performance, amendment, release, discharge, enforcement or otherwise of this Deed or

    any Sale Agreement.

    12. DEPOSIT OF DEED

    A copy of this Deed shall be deposited with and held by the Delegate. The Company

    hereby acknowledges the right of every Certificateholder to receive a copy of this Deed.

    13. BENEFIT OF DEED

    13.1 This Deed shall take effect as a deed for the benefit of each of the Trustee and the Delegate which holds the benefit of this Deed for the benefit of the Certificateholders

    from time to time.

    13.2 Without prejudice to Clauses 8 (Indemnity) and Clause 9 (Currency Indemnity), this Deed shall inure to the benefit of each of the Trustee and the Delegate and their

    respective (and any subsequent) successors, each of which shall be entitled severally to

    enforce this Deed against the Company.

    13.3 The Company shall not be entitled to assign or transfer all or any of its rights, benefits and obligations under this Deed or any Sale Agreement.

  • - 10-

    14. SEVERABILITY

    If any provision in, or obligation under, this Deed shall be invalid, illegal or

    unenforceable in any jurisdiction, the validity, legality and enforceability of the

    remaining provisions or obligations under this Deed, or of such provision or obligation

    in any other jurisdiction, shall not be affected or impaired thereby.

    15. EXERCISE OF RIGHTS

    15.1 If the Trustee or the Delegate or, in respect of Clause 8 (Indemnity) and Clause 9 (Currency Indemnity), any Compensated Person delays in exercising or fails to exercise

    any right or remedy under this Deed, this will not:

    (a) adversely affect that right or remedy; or

    (b) operate as or be taken to be a waiver of that right or remedy.

    15.2 The single, partial or defective exercise of any such right or remedy will not prevent the Trustee or the Delegate or, in respect of Clause 8 (Indemnity) and Clause 9

    (Currency Indemnity), any Compensated Person from exercising that right or remedy

    in the future.

    15.3 The Trustee's and the Delegate's and, in respect of Clause 8 (Indemnity) and Clause 9 (Currency Indemnity), any Compensated Person's rights under this Deed are cumulative

    and not exclusive of any rights provided by law or under other documents. These rights

    can be exercised from time to time and as often as each of the Trustee or the Delegate

    or, in respect of Clause 8 (Indemnity) and Clause 9 (Currency Indemnity), any

    Compensated Person, as the case may be, thinks appropriate.

    16. CHANGE IN STATUS

    The rights of the Trustee and the Delegate under this Deed shall continue to be valid

    and binding notwithstanding any change in name or change by amalgamation,

    reconstruction, reorganisation, restructuring or otherwise which may be made in or to

    the constitution of the Trustee or the Delegate.

    17. ENFORCEMENT OF RIGHTS

    The Company acknowledges that, notwithstanding the Delegate's own rights under this

    Deed, the Delegate has the ability to enforce the provisions of this Deed in the name

    and on behalf of the Trustee (including but not limited to Clause 8 (Indemnity)) by

    virtue of an irrevocable power of attorney in the Declaration of Trust given by the

    Trustee in favour of the Delegate to, among other things, recover sums due to the

    Certificateholders under the Transaction Documents.

    18. AMENDMENTS

    This Deed can only be amended, modified or terminated with the prior written consent

    of the Company, the Trustee and the Delegate and no amendment, modification or

    termination of any provision of this Deed shall be effective unless it is in writing and

    signed by the Company.

  • - 11-

    19. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

    Other than the Trustee, the Delegate and each Compensated Person, a person who is

    not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act

    1999 to enforce any term of this Deed, but this does not affect any right or remedy of a

    third party which exists or is available apart from that Act.

    20. SHARI'AH COMPLIANCE

    20.1 The Company agrees that it has accepted the Shari'ah compliant nature of this Deed; and

    (a) it shall not claim that any of its obligations under this Deed (or any provision thereof) is ultra vires or not compliant with the principles of Shari'ah;

    (b) it shall not take any steps or bring any proceedings in any forum to challenge the Shari'ah compliance of this Deed; and

    (c) to the extent permitted by law, none of its obligations under this Deed shall in any way be diminished, abrogated, impaired, invalidated or otherwise adversely

    affected by any finding, declaration, pronouncement, order or judgment of any

    court, tribunal or other body that this Deed is not compliant with the principles

    of Shari'ah.

    21. GOVERNING LAW AND DISPUTE RESOLUTION

    21.1 This Deed (including the remaining provisions of this Clause) and any non-contractual obligations arising out of or in connection with this Deed are governed by, and shall be

    construed in accordance with the laws of England.

    21.2 Subject to Clause 21.3, any dispute, claim, difference or controversy arising out of, relating to or having any connection with this Deed (including any dispute as to its

    existence, validity, interpretation, performance, breach or termination or the

    consequences of its nullity or any dispute relating to any non-contractual obligations

    arising out of or in connection with it) (a "Dispute") shall be referred to and finally

    resolved by arbitration under the Arbitration Rules of [•] (the "Rules"), which Rules (as

    amended from time to time) are incorporated by reference into this Clause 21.2. For

    these purposes:

    (a) the place of arbitration shall be [•];

    (b) there shall be [three] arbitrators, each of whom shall be disinterested in the arbitration, shall have no connection with any party thereto and shall be an

    attorney experienced in international securities transactions; and

    (c) the language of the arbitration shall be English.

    21.3 The Trustee or the Delegate may, in the alternative, irrevocably elect that a Dispute be heard by a court of law and not determined by arbitration. The Trustee or the Delegate

    must make the election before commencing arbitration or by giving written notice to

    the Issuer and Company within [•] days of receipt of the document by which the Issuer

  • - 12-

    and Company commenced arbitration. If an election is made, the Dispute shall then be

    determined in accordance with Clause 21.4.

    21.4 Subject to an election having been made under Clause 21.3, the following provisions shall apply:

    (a) subject to Clause 21.4(c) below, the courts of [•] shall have exclusive jurisdiction to settle any Dispute and the Company submits to the exclusive

    jurisdiction of such courts;

    (b) the Company agrees that the courts of [•] are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue

    to the contrary; and

    (c) this Clause 21.4 is for the benefit of the Trustee and the Delegate only. As a result, and notwithstanding Clause 21.4(a) above, the Trustee or the Delegate

    may take proceedings relating to a Dispute ("Proceedings") in any other courts

    with jurisdiction. To the extent allowed by law, the Trustee or the Delegate may

    take concurrent Proceedings in any number of jurisdictions.

    21.5 Without prejudice to any other mode of service allowed under any relevant law, the Company:

    (a) irrevocably appoints [•] as its agent for service of process in relation to any Proceedings before the English courts in connection with this Deed; and

    (b) agrees that failure by the agent to notify the Company of the process will not invalidate the Proceedings concerned.

    22. WAIVER OF INTEREST

    The Company irrevocably agrees that no interest will be payable or receivable under or

    in connection with this Deed or any other Transaction Document and in the event that

    it is determined that any interest is payable or receivable in connection with this Deed

    or any other Transaction Document by a Party, whether as a result of any judicial award

    or by operation of any applicable law or otherwise, such Party agrees to waive any

    rights it may have to claim or receive such interest and agrees that if any such interest

    is actually received by it, it shall promptly donate the same to a registered or otherwise

    officially recognised charitable organisation.

  • - 13-

    SCHEDULE 1

    FORM OF EXERCISE NOTICE

    [Date]

    To: [•] (the "Company")

    Dear Sirs

    [SPV Limited]

    [•] Trust Certificates due [•]

    1. We refer to the purchase undertaking dated [•] entered into by the Company relating to the [•] trust certificates due [•] (the "Certificates") issued by [SPV Limited] (as the

    "Trustee") (which document, as amended, supplemented or restated from time to time,

    is referred to as the "Purchase Undertaking").

    2. Unless the context otherwise requires, terms defined, and the construction given to them, in the Purchase Undertaking have the same meaning and construction when used

    herein.

    3. This is an Exercise Notice issued pursuant to [paragraph (a)/(b) of Clause 3.1] of the Purchase Undertaking.

    4. The Trustee hereby requires the Company to purchase and accept the transfer and conveyance of all of the Trustee's [ownership interests, rights, title, benefits and

    entitlements, present and future, in, to and under] the Lease Assets as shall be more

    specifically identified in the sale agreement (the "Sale Agreement") to be entered into

    by the Trustee and the Company in accordance with the terms of the Purchase

    Undertaking.

    5. The Exercise Price is [amount]* and must be paid in full (without any deduction or withholding for or on account of Tax unless required by law and, except as set out in

    Clause 6.3 of the Purchase Undertaking, without set off or counterclaim of any kind

    and, in the event that there is any such deduction or withholding, additional amounts

    must be paid so that the Trustee receives the full amount which would have been

    received by it if no such deduction or withholding had been made) (plus an amount

    equal to any Taxes payable (if any and as applicable) in respect of such sale) by the

    Company on [ ]** in accordance with the Purchase Undertaking.

    6. Clause 21 (Governing Law and Dispute Resolution) of the Purchase Undertaking applies to this Exercise Notice, mutatis mutandis, as if expressly incorporated herein.

    Yours faithfully

    ......................................................................

    For and on behalf of

    [SPV Limited]***

  • - 14-

    NOTES:

    * Insert amount in [•] calculated in accordance with the definition of Exercise Price contained in the Purchase

    Undertaking. ** Insert the due date for payment of the Exercise Price which must comply with the applicable requirements

    set out in Clause 3.2.

    *** The Delegate shall complete and send the Exercise Notice following any exercise pursuant to Clause 3.1(a)

    of the rights granted under Clause 2.1(a).

  • - 15-

    SCHEDULE 2

    FORM OF SALE AGREEMENT

    DATED [•]

    [SPV LIMITED]

    AS SELLER

    AND

    [COMPANY]

    AS COMPANY

    SALE AGREEMENT

    [NOTE: THIS IS A FORM OF THE SALE AGREEMENT TO BE ENTERED INTO

    IN DUE COURSE BETWEEN THE SELLER AND THE COMPANY]

  • - 16-

    THIS SALE AGREEMENT (this "Agreement") is dated [•] and made

    BETWEEN:

    (1) [SPV LIMITED] in its capacity as issuer of the Certificates and as trustee for the Certificateholders (the "Seller"); and

    (2) [COMPANY] ("Company").

    RECITALS:

    (A) Pursuant to a purchase undertaking dated [•] made by the Company in favour of the Seller (the "Purchase Undertaking") the Company has agreed to purchase and accept

    the transfer and conveyance of all of the Seller's [ownership interests, rights, title,

    benefits and entitlements, present and future, in, to and under] the Lease Assets from

    the Seller upon the Seller's exercise of the right given to it in Clause 2.1 of the Purchase

    Undertaking to require such purchase, transfer and conveyance.

    (B) In accordance with the Purchase Undertaking, the right granted to the Seller in Clause 2.1 of the Purchase Undertaking has been exercised by the issuance of a notice dated

    [•] (the "Exercise Notice").

    (C) The parties are hereby entering into this Agreement to effect the sale, transfer and conveyance of all of the Seller's [ownership interests, rights, title, benefits and

    entitlements, present and future, in, to and under] the Lease Assets and to transfer the

    ownership rights therein to the Company.

    IT IS AGREED as follows:

    1. DEFINITIONS AND INTERPRETATION

    1.1 Unless defined in this Agreement or the context otherwise requires, terms defined in or incorporated by reference into the Purchase Undertaking have the same meaning when

    used in this Agreement and, in addition:

    "Exercise Notice" has the meaning given to it in Recital (B);

    "Exercise Price" means [amount];

    "Lease Assets" has the meaning given to that term in the Lease Agreement and as more

    particularly described in the Schedule to this Agreement;

    "Proceedings" has the meaning given to it in Clause 9.3; and

    "Purchase Undertaking" has the meaning given to it in Recital (A).

    1.2 The headings in this Agreement are for ease of reference only and do not affect its interpretation.

    1.3 In this Agreement, words denoting:

    (a) the singular shall include the plural and vice versa;

  • - 17-

    (b) one gender only shall include the other gender; and

    (c) individuals only shall include firms, corporations and any other person as provided above and vice versa.

    2. SALE

    2.1 Pursuant to the terms and conditions of the Purchase Undertaking and the Exercise Notice, the Seller hereby sells, transfers and conveys, and the Company hereby

    purchases and accepts the transfer and conveyance of, all of the Seller's [ownership

    interests, rights, title, benefits and entitlements, present and future, in, to and under] the

    Lease Assets on an "as is" basis but free from any Encumbrance (other than any lien

    which has arisen solely by operation of law and not in connection with any default of

    the Seller) (without any warranty express or implied as to condition, fitness for purpose,

    suitability for use or otherwise and if any warranty is implied by law, it shall be

    excluded to the full extent permitted by law) at the Exercise Price (plus an amount equal

    to any Taxes payable (if any and as applicable) in respect of such sale) which has been

    paid in full and the receipt of which is acknowledged by the Seller.

    2.2 The parties shall, at the cost and expense of the Company, complete all formalities and do all such other acts and things required by applicable law to complete and effect the

    sale contemplated hereunder.

    2.3 The Seller agrees that the payment in full of the Exercise Price to it by the Company shall constitute a good discharge by the Company of all amounts due, owing or incurred

    by the Company to the Seller and upon such payment agrees that the Company shall be

    irrevocably and unconditionally released from any further liability to the Seller.

    2.4 The Company expressly declares that the relevant Exercise Price represents a fair price for the purchase of all of the Trustee's [ownership interests, rights, title, benefits and

    entitlements, present and future, in, to and under] the Lease Assets.

    2.5 The Company expressly declares that it irrevocably and unconditionally fully accepts all or any interest the Seller may have in the Lease Assets and, accordingly, shall not

    dispute or challenge all or any interest the Seller may have in any way.

    3. NOTICES

    All notices or other communications under or in connection with this Agreement shall

    be given in writing or facsimile in the English language. Any such notice will be

    deemed to be given as follows:

    (a) if delivered in person, at the time of delivery;

    (b) if sent by pre-paid registered post, [•] business days after dispatch; and

    (c) if by facsimile, when a transmission report showing the successful transmission of the facsimile is received by the sender.

    However, a notice given in accordance with the above but received on a day which is

    not a business day or after business hours in the place of receipt will only be deemed to

    be given on the next business day.

  • - 18-

    The address and facsimile number of Company and the Seller for all notices under or

    in connection with this Agreement are:

    (i) in the case of the Company:

    [Company]

    Fax: [•]

    Attention: [•]

    (ii) in the case of the Seller:

    [SPV Limited]

    Fax: [•]

    Attention: [•]

    or to such other address or facsimile number or marked for the attention of such other

    person or department as may from time to time be notified by either party to the other

    by not less than [•] business days' written notice in accordance with the provisions of

    this Clause. In this Clause 3 (Notices), "business day" in relation to any place means

    a day on which commercial banks are open for general business in the place of the

    addressee.

    4. TAXES, COSTS AND EXPENSES

    The Company shall pay, promptly upon the same becoming due, all applicable Taxes,

    fees, costs and expenses (including legal fees) incurred in connection with or incidental

    to the execution, delivery, filing, recording, registration, performance, amendment,

    release, discharge, enforcement or otherwise of this Agreement.

    5. SEVERABILITY

    If any provision in, or obligation under, this Agreement shall be invalid, illegal or

    unenforceable in any jurisdiction, the validity, legality and enforceability of the

    remaining provisions or obligations under this Agreement, or of such provision or

    obligation in any other jurisdiction, shall not be affected or impaired thereby.

    6. EXERCISE OF RIGHTS

    6.1 If either party delays in exercising or fails to exercise any right or remedy under this Agreement this will not:

    (a) adversely affect that right or remedy; or

    (b) operate as or be taken to be a waiver of that right or remedy.

    6.2 The single, partial or defective exercise of any such right or remedy will not prevent either party from exercising that right or remedy in the future.

  • - 19-

    6.3 The parties' rights under this Agreement are cumulative and not exclusive of any rights provided by law. These rights can be exercised from time to time and as often as either

    party thinks appropriate.

    7. LIMITED RECOURSE AND NON-PETITION2

    7.1 The Company agrees that notwithstanding anything to the contrary contained herein:

    (a) no payment of any amount whatsoever under or in connection with this Agreement shall be made by the Seller or any of its agents on its behalf except

    to the extent funds are available therefor from the Trust Assets and further

    agrees that no recourse shall be had for the payment of any amount owing

    hereunder, whether for the payment of any fee or other amount under, or any

    other obligation or claim arising out of or based upon, this Agreement, against

    the Seller to the extent the Trust Assets have been exhausted following which

    all obligations of the Seller shall be extinguished;

    (b) prior to the date which is one year and one day after the date on which all amounts owing by the Seller under this Agreement have been paid in full, it will

    not institute against, or join with any other person in instituting against, the

    Seller any bankruptcy, reorganisation, arrangement or liquidation proceedings

    or other proceedings under any bankruptcy or similar law; and

    (c) no recourse (whether by institution or enforcement of any legal proceeding or assessment or otherwise) in respect of any breaches of any duty, obligation or

    undertaking of the Seller arising under or in connection with this Agreement by

    virtue of any law, statute or otherwise shall be had against any shareholder,

    officer or director of the Seller in their capacity as such and any and all personal

    liability of every such shareholder, officer or director in their capacity as such

    for any breaches by the Seller of any such duty, obligation or undertaking is

    hereby expressly waived and excluded to the extent permitted by law.

    7.2 Subject and without prejudice to the provisions of clause 6.3 of the Purchase Undertaking, the Company shall not be entitled to claim or exercise any right of set off

    or counterclaim in respect of any liability owed by it to the Seller or claim any lien or

    other rights over any property held by it on behalf of the Seller.

    8. SHARI'AH COMPLIANCE

    8.1 Each of the Seller and Company agrees that it has accepted the Shari'ah compliant nature of this Agreement; and

    (a) it shall not claim that any of its obligations under this Agreement (or any provision thereof) is ultra vires or not compliant with the principles of Shari'ah;

    (b) it shall not take any steps or bring any proceedings in any forum to challenge the Shari'ah compliance of this Agreement; and

    2 Note: To be determined based on jurisdiction of SPV.

  • - 20-

    (c) to the extent permitted by law, none of its obligations under this Agreement shall in any way be diminished, abrogated, impaired, invalidated or otherwise

    adversely affected by any finding, declaration, pronouncement, order or

    judgment of any court, tribunal or other body that this Agreement is not

    compliant with the principles of Shari'ah.

    9. 3GOVERNING LAW AND JURISDICTION

    9.1 This Agreement shall be governed by, and construed in accordance with, the laws of [•].

    9.2 Subject to Clause 9.3, the Company agrees for the benefit of the Seller that the courts of [•] shall have exclusive jurisdiction to settle any disputes which may arise out of or

    in connection with this Agreement.

    9.3 Clause 9.2 is for the benefit of the Seller only. As a result, and notwithstanding Clause 9.2 above, the Seller may take proceedings relating to a Dispute ("Proceedings") in any

    other courts with jurisdiction. To the extent allowed by law, the Seller may take

    concurrent Proceedings in any number of jurisdictions.

    THIS AGREEMENT has been entered into on the date stated at the beginning of this

    Agreement.

    3 Note: The choice of governing law is important in order to obtain legal certainty in the case of a contractual dispute arising. English law

    remains the benchmark for Sukuk issuances while for Sukuk-al-Ijarah the governing law of the underlying Sale and Purchase Agreement, Lease Agreement and the sale agreement under the Purchase Undertaking and Sale Undertaking are determined by reference to the

    location of the Leased Assets.

  • - 21-

    SCHEDULE TO THE SALE AGREEMENT

    THE LEASE ASSETS

    [Particulars of Lease Assets to be inserted]

  • - 22-

    SIGNATORIES

    SALE AGREEMENT

    The Seller

    [SPV LIMITED], in its capacity as Trustee for the Certificateholders and as Seller

    By: ................................................................

    The Company

    [COMPANY]

    By: ................................................................

  • SIGNATURE PAGE TO THE PURCHASE UNDERTAKING

    SIGNATORY

    PURCHASE UNDERTAKING

    EXECUTED as a DEED )

    by [COMPANY] )

    acting by )

    acting under the authority of that company )

    in the presence of: )

    Witness Signature: ......................................................

    Name: ........................................................................

    Address: ....................................................................