Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05or the Mudarib shall be to enforce their respective obligations under the TransactionDocuments.15.5 Limited recourseConditions 15.2, 15.3 and 15.4 are subject to this Condition 15.5. After distributing all of theproceeds of the Trust Assets in accordance with Condition 5.2, the obligations of the Issuerin respect of the Trust Certificates shall be satisfied and no Certificateholder may take anyfurther steps against the Issuer to recover any further sums in respect of the TrustCertificates and the right to receive any such sums unpaid shall be extinguished. Inparticular, no Certificateholder shall be entitled in respect thereof to petition or to take anyother steps for the winding-up of the Issuer nor shall any of them have any claim in respectof the trust assets of any other trust established by the Issuer.16. REPLACEMENT OF CERTIFICATES OF REGISTRATIONShould any Certificate of Registration be lost, stolen, mutilated, defaced or destroyed it maybe replaced at the specified office of the Registrar upon payment by the claimant of theexpenses incurred in connection with the replacement and on such terms as to evidenceand indemnity as the Issuer may reasonably require. Mutilated or defaced Certificates ofRegistration must be surrendered before replacements will be issued.17. NOTICESAll notices to the Certificateholders will be valid if:(a)(b)published in a daily newspaper (which will be in a leading English language newspaperhaving general circulation) in the Gulf region and a daily newspaper having generalcirculation in <strong>London</strong> (which is expected to be the Financial Times) approved by theDelegate; ormailed to them by first class pre-paid registered mail (or its equivalent) or (if posted toan overseas address) by airmail at their respective addresses in the Register.The Issuer shall also ensure that notices are duly given or published in a manner whichcomplies with the rules and regulations of any stock exchange or other relevant authority onwhich the Trust Certificates are for the time being listed. Any notice shall be deemed to havebeen given on the day after being so mailed or on the date of publication or, if so publishedmore than once or on different dates, on the date of the first publication.Until such time as any definitive Trust Certificates are issued, there may, so long as theGlobal Trust Certificate representing the Trust Certificates is held in its entirety on behalf ofEuroclear and/or Clearstream, Luxembourg, be substituted for such publication in suchnewspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream,Luxembourg for communication by them to the Certificateholders and, in addition, for solong as any Trust Certificates are listed on a stock exchange or are admitted to trading byanother relevant authority and the rules of that stock exchange or relevant authority sorequire, such notice will be published in a daily newspaper of general circulation in the placeor places required by those rules. Any such notice shall be deemed to have been given tothe Certificateholders on the day after the day on which the said notice was given toEuroclear and/or Clearstream, Luxembourg.Notices to be given by any Certificateholder shall be in writing and given by lodging thesame with the Principal Paying Agent. Whilst any of the Trust Certificates are represented bythe Global Trust Certificate, such notice may be given by any holder of a Trust Certificate tothe Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case52
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05may be, in such manner as the Principal Paying Agent and Euroclear and/or Clearstream,Luxembourg, as the case may be, may approve for this purpose.18. MEETINGS OF CERTIFICATEHOLDERS, MODIFICATION, WAIVER, AUTHORISATIONAND DETERMINATION18.1 The Master Trust Deed contains provisions for convening meetings of Certificateholders toconsider any matter affecting their interests, including the modification or abrogation byExtraordinary Resolution of any of these Conditions or any of the provisions of the TrustDeed. The quorum at any meeting for passing an Extraordinary Resolution will be one ormore Certificateholders, proxies or representatives holding or representing in the aggregatenot less than a majority in face amount of the Trust Certificates for the time beingoutstanding, or at any adjourned such meeting one or more Certificateholders, proxies orrepresentatives present whatever the face amount of the Trust Certificates held orrepresented by him or them except that any meeting the business of which includes themodification of certain provisions of the Trust Certificates (including modifying the MaturityDate, reducing or cancelling any amount payable in respect of the Trust Certificates oraltering the currency of payment of the Trust Certificates or amending certain covenantsgiven by the Issuer in the Master Trust Deed), the quorum shall be one or more personspresent holding or representing not less than 75 per cent. in aggregate face amount of theTrust Certificates for the time being outstanding, or at any adjourned such meeting one ormore persons present holding or representing not less than 25 per cent. in aggregate faceamount of the Trust Certificates for the time being outstanding. To be passed, anExtraordinary Resolution requires a majority in favour consisting of not less than threequartersof the persons voting on a show of hands or, if a poll is duly demanded, a majorityof not less than three-quarters of the votes cast on such poll and, if duly passed, will bebinding on all Certificateholders, whether or not they are present at the meeting andwhether or not voting.18.2 The Delegate may agree, without the consent or sanction of the Certificateholders, to anymodification of, or to the waiver or authorisation of any breach or proposed breach of, any ofthese Conditions or any of the provisions of the Trust Deed or determine, without any suchconsent or sanction as aforesaid, that any Dissolution Event or Potential Dissolution Event(as defined below) shall not be treated as such, which in any such case is not, in the opinionof the Delegate, materially prejudicial to the interests of the Certificateholders or may agree,without any such consent as aforesaid, to any modification which, in its opinion, is of aformal, minor or technical nature or to correct a manifest error or an error which is, in theopinion of the Delegate, proven. In this Condition 18, Potential Dissolution Event means anevent which, with the giving of notice, lapse of time, determination of materiality orfulfilment of any other applicable condition (or any combination of the foregoing), wouldconstitute a Dissolution Event.18.3 In connection with the exercise by it of any of the powers, trusts, authorities and discretionsvested in it (including, without limitation, any modification, waiver, authorisation ordetermination), the Delegate shall have regard to the general interests of theCertificateholders as a class (but shall not have regard to any interests arising fromcircumstances particular to individual Certificateholders (whatever their number) and, inparticular but without limitation, shall not have regard to the consequences of any suchexercise for individual Certificateholders (whatever their number) resulting from their beingfor any purpose domiciled or resident in, or otherwise connected with, or subject to thejurisdiction of, any particular territory or any political sub-division thereof) and the Delegateshall not be entitled to require, nor shall any Certificateholder be entitled to claim from theDelegate or any other person, any indemnification or payment in respect of any taxconsequence of any such exercise upon individual Certificateholders except to the extentprovided in Condition 12.53
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