Emaar Sukuk Ltd XS0586840588 - London Stock Exchange

c103695pu050 Proof 7: 17.1.11 B/L Revision:Sale UndertakingThe Sale Undertaking will be executed on or around 18 January 2011 by Emaar Sukuk Limited asTrustee as a deed in favour of Emaar and will be governed by English law.Pursuant to the Sale Undertaking, subject to the Issuer being entitled to redeem the relevant Series ofTrust Certificates pursuant to Condition 11.2 or 11.3, Emaar may, by exercising its option under theSale Undertaking and serving notice on Emaar Sukuk Limited no later than 45 days prior to therelevant Dissolution Date, oblige the Trustee to sell all the Trustee’s rights, benefits and entitlementsin and to the Relevant Lease Assets on the relevant Dissolution Date. The price payable by Emaarwill be an amount equal to the outstanding face amount of the relevant Series of Trust Certificatesplus an amount equal to any Servicing Agency Expenses in respect of which an appropriate rentalpayment has not been made in accordance with the relevant Lease Agreement plus any otheramounts payable on redemption of the relevant Series of Trust Certificates as specified in theapplicable Final Terms.The Sale Undertaking will provide that the price payable pursuant to the exercise of the SaleUndertaking will be made without any deduction or withholding for or on account of tax unlessrequired by law and without set-off (save as provided below) or counterclaim and, in the event thatthere is any deduction, withholding, set-off (save as provided below) or counterclaim, Emaar shall payall additional amounts as will result in the receipt by Emaar Sukuk Limited of such net amounts aswould have been received by it if no withholding, deduction, set-off or counterclaim had been made.The amount equal to the Servicing Agency Expenses to be paid by Emaar as part of the pricepayable pursuant to the exercise of the Sale Undertaking and any Services Charge Amount to be paidby Emaar Sukuk Limited in its capacity as Lessor under the Servicing Agency Agreement which hasnot been paid by way of a rental payment under the relevant Supplemental Lease Agreement shall beset off against one another.In addition, under the terms of the Sale Undertaking, if at any time Emaar wishes to cancel anyTrust Certificates purchased pursuant to Condition 12.1, Emaar may, by exercising its option underthe Sale Undertaking (by serving an Exercise Notice on Emaar Sukuk Limited) oblige Emaar SukukLimited to transfer all of Emaar Sukuk Limited’s rights, benefits and entitlements in and to theCancelled Lease Assets to Emaar in consideration for which the Trust Certificates shall be cancelled.The transfer of the Cancelled Lease Assets will take effect by Emaar and Emaar Sukuk Limitedentering into a Sale Agreement (in the form scheduled to the Sale Undertaking). Following the entryinto such Sale Agreement, Emaar Sukuk Limited shall cancel the relevant Trust Certificates identifiedfor cancellation in the Exercise Notice on the Cancellation Date (which shall be a PeriodicDistribution Date).Servicing Agency AgreementThe Servicing Agency Agreement will be entered into on 18 January 2011 by the Lessor and Emaar,as Servicing Agent, and will be governed by English law.Pursuant to the Servicing Agency Agreement, the Servicing Agent will be responsible on behalf of theLessor for the carrying out of all Major Maintenance and Structural Repair (as defined in the MasterLease Agreement), the payment of proprietorship taxes levied or imposed on the Lease Assets and foreffecting all appropriate insurances in respect of the Lease Assets.Notwithstanding the appointment of the Servicing Agent, the Lessee shall, at its own cost andexpense, be responsible for the performance of all Ordinary Maintenance and Repair required for theLease Assets.An amount equal to (i) the Servicing Agency Expenses to be paid by the Servicing Agent (as lessee)to the Lessor as (or as part of any) Rental under the Lease or, as the case may be, as (or as part ofany) Exercise Price under the Purchase Undertaking or the Sale Undertaking and (ii) the ServicesCharge Amount to be paid by the Lessor to the Servicing Agent under the Servicing AgencyAgreement, shall be set off against one another.Substitution UndertakingThe Substitution Undertaking will be executed on or around 18 January 2011 by Emaar SukukLimited as Trustee as a deed and will be governed by English law.Pursuant to the Substitution Undertaking, the Trustee has granted to Emaar the right to require theTrustee to sell the Substituted Assets to it in exchange for New Assets of a value which is equal to144