or exchange controls, or otherwise take actions which could have a material adverse effect on the <strong>Tabreed</strong>’s business, financial condition, results of operations or prospects or which could adversely affect the market price and liquidity of the Certificates. The Issuer and/or <strong>Tabreed</strong> may be affected if there are regional, political or economic events that prevent the Issuer and/or <strong>Tabreed</strong> from delivering their services. It is not possible to predict the occurrence of such events or circumstances or the impact of such occurrences and no assurance can be given that the Issuer and/or <strong>Tabreed</strong> would be able to fulfil their respective obligations if such events or circumstances were to occur. A general UAE downturn or instability in certain sectors of the UAE or regional economy could have an adverse effect on <strong>Tabreed</strong>’s business, financial condition, results of operations or prospects. 22
TERMS AND CONDITIONS OF THE CERTIFICATES The following is the text of the Terms and Conditions of the Certificates which (subject to modification) will be endorsed on each Certificate in definitive form (if issued): Each of the US$200,000,000 Trust Certificates due 2011 (the ‘‘Certificates’’) represents an undivided beneficial ownership of the Trust Assets (defined in Condition 4.1 (The Trust Assets)) held on trust (the ‘‘Trust’’) for the holders of such Certificates pursuant to a declaration of trust (the ‘‘Declaration of Trust’’) dated 20 July 20<strong>06</strong> made by <strong>Tabreed</strong> <strong>06</strong> Financing Corporation (the ‘‘Issuer’’) in its capacity as trustee (the ‘‘Trustee’’), which expression shall include HSBC Trustee (C.I.) Limited as its delegate (the ‘‘Delegate’’). Payments relating to the Certificates will be made pursuant to a Agency Agreement dated 20 July 20<strong>06</strong> (the ‘‘Agency Agreement’’) made among the Issuer, HSBC Bank plc as principal paying agent (in such capacity, the ‘‘Principal Paying Agent’’ and, together with any further or other paying agents appointed from time to time in respect of the Certificates, the ‘‘Paying Agents’’), HSBC Bank plc as calculation agent (in such capacity as the ‘‘Calculation Agent’’), HSBC Bank plc as payment administrator (in such capacity, the ‘‘Payment Administrator’’), HSBC Bank plc as transfer agent (in such capacity, the ‘‘Transfer Agent’’ and, together with any further or other transfer agents appointed from time to time in respect of the Certificates, the ‘‘Transfer Agents’’), HSBC Bank plc as replacement agent (in such capacity, the ‘‘Replacement Agent’’ and, together with any further or other replacement agents appointed from time to time in respect of the Certificates, the ‘‘Replacement Agents’’) and HSBC Bank plc as registrar (in such capacity, the ‘‘Registrar’’). The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Transaction Documents (as defined in Condition 4.1 (The Trust Assets)). In these Conditions, words and expressions defined and rules of construction and interpretation set out in the Declaration of Trust shall, unless the context otherwise requires, have the same meanings herein. Copies of the Transaction Documents are available for inspection by Certificateholders during normal business hours at the principal office for the time being of the specified offices of the Principal Paying Agent. The Certificateholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Declaration of Trust and the Agency Agreement applicable to them. Each initial Certificateholder, by its acquisition and holding of its interest in a Certificate, shall be deemed to authorise and direct <strong>Tabreed</strong> <strong>06</strong> Financing Corporation to apply the sums paid to it in respect of its Certificates to acquire the Assets (as defined in Condition 9.2) (Summary of Dissolution), and to enter into each Transaction Document to which it is a party (whether in its capacity as Issuer or Trustee), subject to the terms and conditions of the Declaration of Trust and these Conditions. 1 Form, Denomination and Title 1.1 Form and Denomination The Certificates are issued in registered form in minimum denominations of US$100,000 and integral multiples of US$1,000 in excess thereof. A Certificate will be issued to each Certificateholder in respect of its registered holding of Certificates. Each Certificate will be numbered serially with an identifying number which will be recorded on the relevant Certificate and in the Register (as defined in Condition 1.2 (Register). 1.2 Register The Registrar will maintain a register (the ‘‘Register’’) in respect of the Certificates in accordance with the provisions of the Agency Agreement. In these Conditions, ‘‘Certificateholder’’ and, in relation to a Certificate, ‘‘holder’’ means the person in whose name such Certificate is from time to time registered in the Register (or, in the case of a joint holding, the first named thereof). 1.3 Title Title to the Certificates passes only by registration in the Register. The registered holder of any Certificate will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not any payment thereon is overdue and regardless of any notice of ownership, trust or any interest or any writing on, or the theft or loss of, the Certificate issued in respect of it) and no person will be liable for so treating the Certificateholder. The holder of 23
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