Emaar Sukuk Ltd XS0586840588 - London Stock Exchange

c103695pu050 Proof 7: 17.1.11 B/L Revision:SUMMARY OF THE PRINCIPAL TRANSACTION DOCUMENTSThe following is a summary of certain provisions of the principal Transaction Documents and is qualifiedin its entirety by reference to the detailed provisions of the principal Transaction Documents. Copies ofthe Transaction Documents will be available for inspection at the offices of the Principal Paying Agent(as defined in the Conditions).The Master Trust Deed, as supplemented by each Supplemental Trust DeedThe Master Trust Deed will be entered into on or around 18 January 2011 between the Issuer, theTrustee, Emaar and the Delegate and will be governed by English law. A Supplemental Trust Deedbetween the same parties will be entered into on the Issue Date of each Series of Trust Certificatesand will also be governed by English law.Upon issue of the Global Trust Certificate initially representing the Trust Certificates of any Series,the Master Trust Deed and the relevant Supplemental Trust Deed shall together constitute the trustover the relevant Trust Assets declared by the Trustee in relation to such Series.The Trust Assets in respect of each Series of Trust Certificates comprise (unless otherwise specified inthe relevant Supplemental Trust Deed), inter alia, the Issuer’s rights, title, interest and benefit in, toand under the Relevant Lease Assets, its rights, title, interest and benefit, present and future, in, toand under the Transaction Documents (other than in relation to any representations given to EmaarSukuk Limited by Emaar pursuant to any of the Transaction Documents) and any amounts standingto the credit of the relevant Transaction Account.Each Trust Deed will specify that, on or after the relevant Maturity Date or, as the case may be,Dissolution Date of a Series of Trust Certificates, the rights of recourse in respect of TrustCertificates shall be limited to the amounts from time to time available and comprising the relevantTrust Assets of that Series, subject to the priority of payments set out in the Trust Deed, the relevantTrust Certificates and the Conditions. The Certificateholders have no claim or recourse against theIssuer or the Trustee in respect of any amount which is or remains unsatisfied and any unsatisfiedamounts will be extinguished.Pursuant to the Trust Deed, the Trustee will, in relation to each Series of Trust Certificates, interalia:(a) hold the relevant Trust Assets on trust absolutely for the Certificateholders as beneficial tenantsin common pro rata according to the face amount of Certificates held by each Certificateholder;and(b) act as trustee in respect of such Trust Assets, distribute the income from such Trust Assets andperform its duties in accordance with the provisions of the Trust Deed.In the Trust Deed, the Trustee will irrevocably and unconditionally appoint the Delegate to exercisecertain of the present and future duties, powers, authorities and discretions vested in the Trustee bythe relevant provisions of the Trust Deed (including but not limited to the authority to requestinstructions from any Certificateholders and the power to make any determinations to be made underthe Trust Deed). The appointment of such delegate by the Trustee is intended to be in the interests ofthe Certificateholders and does not affect the Trustee’s continuing role and obligations as trustee.In each Trust Deed the Delegate will undertake that, inter alia:(a) it may or shall (subject to being indemnified and/or secured and/or prefunded to its satisfaction)upon being directed to do so by the Certificateholders enforce the obligations of Emaar underthe Trust Deed, the Purchase Undertaking and any other Transaction Document to whichEmaar is a party; and(b) following the occurrence of a Dissolution Event in respect of any Series of Trust Certificatesand subject to Condition 15, it shall (subject to being indemnified and/or secured and/orprefunded to its satisfaction) (i) promptly notify the Certificateholders of the occurrence of suchDissolution Event, and (ii) take all such steps as are necessary to enforce the obligations ofEmaar under the Trust Deed, the Purchase Undertaking and any other Transaction Documentto which Emaar is a party.A non-interest bearing Transaction Account will be established in respect of each Series of TrustCertificates. Monies received in the Transaction Account in respect of each Series will, inter alia,comprise (i) payments from the Lessee under the Lease Agreement (see ‘‘Summary of the PrincipalTransaction Documents – Lease Agreement’’ below) and (iii) the Exercise Price received from Emaar134