Tabreed 06 Prospectus - London Stock Exchange

(d) fourth, only if such payment is made on the Redemption
Date, to the Service Agent in or towards payment of all
outstanding Expenses and an incentive fee in an amount
equivalent to the Available Funds; and
(e) fifth, only if such payment is made on the Redemption Date,
to the Issuer.
Costs Undertaking
‘‘Available Funds’’ means the amount (if any) remaining in the
Transaction Account after all holders of Certificates have been paid
the Dissolution Distribution Amount and provision is made for the
Issuer to be paid an amount of US$500.
Pursuant to the Costs Undertaking (the ‘‘Costs Undertaking’’) to be
executed by Tabreed, Tabreed will agree to pay certain fees and
expenses arising in connection with the issue of the Certificates and
under the Transaction Documents.
Limited Recourse Each Certificate represents an undivided beneficial ownership
interest in the Trust Assets. Accordingly, the Certificateholders
will have no recourse to any assets of the Issuer, the Trustee, the
Agents or any affiliate of any of the foregoing entities in respect of
any shortfall in the expected amount from the Trust Assets.
Tabreed is obliged to make payments under the Transaction
Documents to which it is a party directly to the Issuer, and the
Issuer, as trustee for the benefit of the Certificateholders, will have
direct recourse against Tabreed to recover payments due to the
Issuer from Tabreed pursuant to the Transaction Documents to
which Tabreed is a party. In addition, and to the extent that
Tabreed does not fulfil its payment obligations under the Purchase
Undertaking, the Trustee may, in accordance with the Conditions
and the Declaration of Trust, exercise its right to sell the Assets to
third parties and, to the extent relevant, liquidate the Authorised
Investments.
Enforcement Following the distribution of the proceeds of the Trust Assets in
respect of the Certificates to the Certificateholders in accordance
with the Conditions and the Declaration of Trust, the Trustee shall
not be liable for any further sums and, accordingly,
Certificateholders may not take any action against the Trustee to
recover any such sum or asset in respect of the Certificates or other
Trust Assets.
Under no circumstances shall the Trustee or any Certificateholder
have any right to cause the sale or other disposition of any of the
Trust Assets except pursuant to the Purchase Undertaking,
Undertaking to Purchase (Commodities) and the Declaration of
Trust and the sole right of the Trustee and the Certificateholders
against Tabreed shall be, if applicable, to enforce the obligation of
Tabreed to pay the Exercise Price thereunder. In addition, and to
the extent that Tabreed does not fulfil its payment obligations
under the Purchase Undertaking, the Trustee may, in accordance
with the Conditions and the Declaration of Trust, exercise its right
to sell the Assets to third parties and, to the extent relevant,
liquidate the Authorised Investments.
The Trustee shall not in any circumstances be obliged to take any
action against Tabreed under the Transaction Documents unless,
following the occurrence of a Dissolution Event, directed to do so
by the Certificateholders in accordance with the Conditions.
No Certificateholder shall be entitled to proceed directly against
Tabreed unless (i) the Trustee, having become bound so to proceed,
fails to do so within 30 days of becoming so bound and such failure
is continuing and (ii) the relevant Certificateholder (or such
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