Explanations:
| 1. |
For the purpose of raising the fund under the Facility, the Issuer will appoint P2P Nusa Kapital as its agent with fees (Wakalah bil ujrah) in the Principle Wakalah agreement to raise funds (i.e Commitment Amount) from the Investor Group and remit the same to the Trust Account 1 for the purpose of investing in the designated Project. The Parties agree that P2P Nusa Kapital service fee (Wakalah fee) shall be paid based on a percentage (determined based on the risk score)of the Commitment Amount. The payment shall be deducted from the Commitment Amount once the Commitment Amount has been successfully raised and remitted to P2P Nusa Kapital from the Trustee Account 1. |
| 2. | Upon acceptance of the Murabahah Facility Letter and for the purpose of collection of the Asset Purchase Price, P2P Nusa Kapital shall direct and instruct the Investor to promptly remit the Financing Amount into Trust Account 11 |
| 3. |
Once the Commitment Amount is fully raised, the Issuer shall make the Purchase Request to the Group of Investors pursuant to the terms of the Murabahah Facility Letter. In the Purchase Request, the Issuer will request the Group of Investors to purchase the Asset and the Issuer will, under the Principle of Wa’d Mulzim, irrevocably and unconditionally undertake to purchase the Asset from the Group of Investors at the Asset Sale Price upon the Group of Investors having purchased the Asset from the supplier. |
| 4. | In order to facilitate the financing exercise, the Issuer will appoint P2P Nusa Kapital as its agent (Wakeel) without fees to enter/execute the Murabahah Sale Contract on behalf of the Issuer pursuant to the terms of the Wakalah Letter 1. |
| 5. | The Group of Investors shall appoint P2P Nusa Kapital as its agent pursuant to the terms of the Wakalah Letter 2 to undertake the specific tasks as detailed out in the Murabahah Facility Letter, including to conclude the purchase of the Asset from the supplier and to enter/execute the Murabahah Sale Contract on behalf of the Group of Investors. |
| 6. | For the purpose of purchasing the Asset, P2P Nusa Kapital will appoint the Issuer as its sub-agent pursuant to the terms of the Wakalah Letter 3 to purchase the Asset from the supplier at the total Asset Purchase Price (equivalent to the Commitment Amount). |
| 7. | By virtue of Wakalah Letter 3, the Issuer shall, on behalf of P2P Nusa Kapital, purchase the Asset at total Asset Purchase Price (equivalent to the Commitment Amount) from the supplier resulting in beneficial ownership to the Group of Investors. |
| 8. | For purpose of Item 7, the Trustee, being the operator of Trust Account 1, shall release the total Asset Purchase Price (Commitment Amount) to the supplier upon instruction of P2P Nusa Kapital. |
| 9 | The Group of Investors will then sell and the Issuer shall purchase the Asset by executing the Murabahah Sale Contract at the Total Asset Sale Price on deferred payment terms subject to the terms and conditions of the Murabahah Facility Letter. Pursuant to the appointment of agency, P2P Nusa Kapital will act as the agent for the Group of Investors and the Issuer, and will conclude the Murabahah Sale Contract on behalf of both parties. |
| 10.1 | The payment of the Total Asset Sale Price shall be made by the Issuer to the Group of Investors via Trust Account 22 |
| 10.2 |
Upon instruction by P2P Nusa Kapital, the Trustee shall distribute the Total Asset Sale Price (including compensation, if any) to the Group of Investors from Trust Account 2. Upon Maturity or Early Redemption of the project: A final account notice will be issued to the investors and issuers whereby any disagreement needs to be notified to NK in writing within 7 days from the notification date Upon default: The investors will be notified via email within 7 days from the default date to vote on the options as per the “Default Recovery Process” |
