Emaar Sukuk Ltd XS0586840588 - London Stock Exchange

c103695pu030 Proof 7: 17.1.11 B/L Revision:(e)(f)(g)(h)(i)(j)(k)(l)(m)an amended and restated purchase undertaking entered into by Emaar (in such capacity, theObligor) as a deed dated on or about 18 January 2011 (the Purchase Undertaking), containingthe form of sale agreement (the Sale Agreement) to be executed by Emaar, the Issuer and theTrustee on the Maturity Date or, as the case may be, the relevant Dissolution Date;an amended and restated sale undertaking entered into by Emaar Sukuk Limited as a deeddated on or about 18 January 2011 (the Sale Undertaking) containing the form of saleagreement (the Sale Agreement) to be executed by Emaar, the Issuer and the Trustee on therelevant Dissolution Date;an amended and restated substitution undertaking entered into by the Trustee as a deed datedon or about 18 January 2011 (the Substitution Undertaking) containing the form of saleagreement (the Sale Agreement) to be executed by the Trustee and Emaar on the exercise byEmaar of its right under the Substitution Undertaking to require the Trustee to sell any or allof the Lease Assets to it in consideration for New Assets of a value which is equal to or greaterthan the value of the Substituted Assets (each such expression having the meaning given to it inthe Substitution Undertaking);an amended and restated servicing agency agreement between the Lessor and Emaar PropertiesPJSC (in its capacity as servicing agent) dated on or about 18 January 2011 (the ServicingAgency Agreement);the Trust Deed;the Agency Agreement;an amended and restated programme agreement between the Issuer, the Trustee, Emaar and theDealers dated on or about 18 January 2011 (the Programme Agreement);an amended and restated costs undertaking entered into by Emaar as a deed dated on or about18 January 2011 (the Costs Undertaking); andthe applicable Final Terms.The statements in the Conditions include summaries of, and are subject to, the detailed provisions ofthe Trust Deed and the Agency Agreement.Each initial Certificateholder, by its acquisition and holding of its interest in a Trust Certificate, shallbe deemed to authorise and direct the Issuer (acting as trustee on behalf of the Certificateholders) toenter into each Transaction Document to which it is a party, subject to the terms and conditions ofthe Trust Deed and these Conditions and to apply the sums paid by it in respect of its TrustCertificates to the Seller to purchase the Lease Assets.1. INTERPRETATION1.1 DefinitionsWords and expressions defined in the Trust Deed and the Agency Agreement or used in theapplicable Final Terms shall have the same meanings where used in the Conditions unless thecontext otherwise requires or unless otherwise stated and provided that, in the event ofinconsistency between any such document and the applicable Final Terms, the applicable FinalTerms will prevail. In addition, in these Conditions the following expressions have the followingmeanings:Calculation Agent means the Principal Paying Agent or such other Person specified in theapplicable Final Terms as the party responsible for calculating the Periodic Distribution Amountand/or such other amount(s) as may be specified in the applicable Final Terms in accordancewith Condition 8;Cancellation Date means the date on which Trust Certificates are to be cancelled as specified inthe Exercise Notice and which shall be a Periodic Distribution Date;Cancelled Lease Assets means the assets to be sold by Emaar Sukuk Limited to Emaar inaccordance with the Sale Undertaking following the delivery of, and as specified in, anapplicable Exercise Notice;Dissolution Amount means, as appropriate, the Final Dissolution Amount, the Early DissolutionAmount (Tax), the Optional Dissolution Amount (Call), the Dissolution Amount for thepurposes of Condition 15 or such other amount in the nature of a redemption amount as may49