Tabreed 06 Prospectus - London Stock Exchange

4.3 Late Payment Amounts Received
If the Issuer receives any amounts as late payment amounts under the Istisna’a Agreement,
Lease Agreement or the Purchase Undertaking then the Issuer will in each case pay this late
payment amount to the Red Crescent Society (or such other charity as may be nominated by
Tabreed) less any amounts for costs (but excluding cost of funding), expenses and losses actually
incurred by the Issuer as a result of Tabreed’s failure to comply with its relevant payment
obligation which, for the avoidance of doubt, the Issuer may retain. The whole of such late
payment amounts will not, therefore, be available for distribution to Certificateholders.
4.4 Recourse to Trust Assets
Subject as set out in Condition 9 (Dissolution of Trust) and Condition 13 (Enforcement and
Exercise of Rights), the Certificateholders will not be entitled to request that the Trust be
dissolved or to institute proceedings directly against Tabreed. The Certificateholders shall have
recourse to the Trust Assets but access to these assets is limited as set forth in Condition 9
(Dissolution of Trust) and Condition 13 (Enforcement and Exercise of Rights). These assets may
be insufficient to fund expected distributions to Certificateholders and, taken as a whole, may
have a value less than that of the face amount of the Certificates. The Certificateholders will
have no recourse to any other assets of the Issuer or the Trustee.
5 Covenants of the Issuer
5.1 The Issuer has covenanted in the Declaration of Trust that, among other things, for so long as
any Certificate is outstanding:
5.1.1 the Issuer shall not sell, transfer, assign, participate, exchange or otherwise dispose of, or
pledge, mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory
or otherwise), preference, priority or other security agreement or preferential arrangement
of any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to
exist) any part of (i) its title to the Plants or any interest therein except pursuant to the
Transaction Documents and these Conditions or (ii) its interests in any of the other Trust
Assets except pursuant to the Transaction Documents;
5.1.2 the Issuer shall not exercise its option under the Purchase Undertaking except in its
capacity as Trustee; and
5.1.3 the Issuer shall not enter into any contract, transaction, amendment, obligation or liability
other than the Transaction Documents to which it is a party or as expressly permitted or
required thereunder or engage in any business or activity (including acting as trustee of
any other trust) other than:
(a) as provided for or permitted in the Transaction Documents;
(b) the ownership, management and disposal of the Trust Assets as provided in the
Transaction Documents; and
(c) such other matters which are incidental thereto.
6 Covenants of Tabreed
6.1 Tabreed has covenanted in the Lease Agreement that, among other things, for so long as any
Certificate is outstanding:
6.1.1 it will not, and will procure that its Subsidiaries will not, create or permit to subsist any
Security Interest upon the whole or any part of its present or future undertaking, assets or
revenues (including uncalled capital) to secure any Relevant Indebtedness or Guarantee of
Relevant Indebtedness without (a) at the same time or prior thereto securing the
Certificates equally and rateably therewith to the satisfaction of the Delegate or (b)
providing such other security for the Certificates as the Delegate may in its absolute
discretion consider to be not materially less beneficial to the interests of the
Certificateholders or as may be approved by an Extraordinary Resolution (as defined in
the Declaration of Trust) of Certificateholders;
6.1.2 it shall not sell, transfer, assign, participate, exchange or otherwise dispose of, or pledge,
mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory or
otherwise), preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever or otherwise) (or permit such to occur or suffer such to
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