Optional Deferral
The Sukukholders agree that the Issuer may, at its sole
discretion, elect to defer payment of the whole or part
only of any Expected Periodic Distribution Amount which
is otherwise scheduled to be paid on a Periodic
Distribution Date to the next Periodic Distribution Date by
giving notice (an "Optional Deferral Notice") to the
Sukuk Trustee with a copy to the Facility Agent not more
than fifteen (15) nor less than five (5) Business Days prior
to a scheduled Periodic Distribution Date unless an
Issuer’s Compulsory Periodic Distribution Payment Event
(as defined in the section entitled “Issuer’s Compulsory
Periodic Distribution Payment Event”) has occurred.
Such deferral shall be known as an “Optional Deferral”
and such Expected Periodic Distribution Amount being
deferred shall constitute the “Arrears of Deferred
Periodic Distribution”.
No obligation to pay
Subject to the provisions in the section entitled “Other
terms and conditions - Satisfaction of Arrears of Deferred
Periodic Distribution by payment” and provided the Issuer
has issued an Optional Deferral Notice in accordance
with provisions set out in the section entitled “Other terms
and conditions – Periodic Distribution Deferral - Optional
Deferral”, the Issuer shall have no obligation to pay any
Expected Periodic Distribution Amount (including any
Arrears of Deferred Periodic Distribution and any
Additional Periodic Distribution Amount) on any Periodic
Distribution Date and any failure to pay Expected
Periodic Distribution Amount shall not constitute a default
of the Issuer in respect of the Perpetual Sukuk Wakalah.
Cumulative Deferral
The Issuer is not subject to any limit as to the number of
times Expected Periodic Distribution Amount and Arrears
of Deferred Periodic Distribution can be deferred except
that the provisions in the section entitled “Other terms
and conditions - Dividend and Capital Stopper” shall be
complied with until all outstanding Arrears of Deferred
Periodic Distribution have been paid in full.
Dividend and Capital Stopper
If on any Periodic Distribution Date, payment of all Expected Periodic Distribution Amount payments (including any Arrears of Deferred Periodic Distribution and Additional Periodic Distribution Amount) scheduled to be made on such date is not made in full by reason of this paragraph, the Issuer shall not:
1) declare or pay any dividends, distributions or make any other payment on, and will procure that no dividend, distribution or other payment is made on any of its Junior Obligations or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah); or
(2) redeem, reduce, cancel, buy-back or acquire and will procure that no redemption, reduction, cancellation, buy-back or acquisition is made in respect of any of its Junior Obligations or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah),
until all Expected Periodic Distribution Amount due and payable, and any outstanding Arrears of Deferred Periodic Distribution has been paid in full.
Dividend and Capital Pusher
Notwithstanding the Optional Deferral, the payment by the Issuer in relation to any Arrears of Deferred Periodic Distribution (if any) will become due and payable within fifteen (15) days from any of the following date:
(a) if the Issuer has on such date declared or paid any dividends, distributions or other payments on any of its Junior Obligations, or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk Wakalah); or
(b) if the Issuer has on such date redeemed, reduced, cancelled, or acquired any of its Junior Obligations, or its Parity Obligations (except on a pro-rata basis with the Perpetual Sukuk