Tabreed 06 Prospectus - London Stock Exchange

8.6 Agents act solely as agents of Issuer
In acting under the Agency Agreement and in connection with the Certificates, the Agents act
solely as agents of the Issuer and (to the extent provided therein) the Trustee and do not
assume any obligations towards or relationship of agency or trust for or with any of the
Certificateholders.
9 Dissolution of Trust
9.1 Scheduled Dissolution
Unless the Certificates are redeemed earlier (and the Trust is dissolved after such redemption)
following (i) the occurrence of a Dissolution Event; (ii) the occurrence of a change in
circumstances permitting Tabreed to terminate the Lease Agreement and/or the Istisna’a
Agreement; or (iii) the occurrence of a Total Loss Event (as defined below) the Certificates will
be redeemed on the Scheduled Dissolution Date at the Dissolution Distribution Amount and the
Trust will thereafter be dissolved.
The ‘‘Scheduled Dissolution Date’’ is the Periodic Distribution Date falling in July 2011.
9.2 Summary of Dissolution
Unless the Certificates are redeemed earlier (and the Trust is dissolved after such redemption)
following (i) the occurrence of a Dissolution Event (as defined in Condition 12 (Dissolution
Events) or (ii) the imposition of any Taxes (as defined in Condition 10 (Taxation) permitting
Tabreed to terminate the Lease Agreement and/or the Istisna’a Agreement, as applicable, or (iii)
the failure by the Issuer to make payment to Tabreed (as Contractor) under the Istisna’a
Agreement and Lease Agreement, or (iv) the occurrence of a Total Loss Event (as defined
below), the Certificates will be redeemed on the Scheduled Dissolution Date at the Dissolution
Distribution Amount and the Trust will thereafter be dissolved.
Pursuant to the Purchase Undertaking, Tabreed (in such capacity, the ‘‘Purchaser’’) will
undertake irrevocably to purchase from the Issuer the Assets (as defined below) at the Exercise
Price (as defined below) on the first to occur of:
(a) the date specified by the Trustee to the Certificateholders in accordance with Condition 12
(Dissolution Events) for redemption of the Certificates following a Dissolution Event;
(b) the second Business Day after the date of a Termination Notice (as defined in Condition
9.5 (Dissolution following a Tax Event and/or Istisna’a Event of Default)); or
(c) the Scheduled Dissolution Date.
To the extent that not all Plants have on such date been delivered to the Issuer under the
Istisna’a Agreement, the Istisna’a Agreement shall terminate and the Issuer shall be entitled to
retain the aggregate Security Amounts paid to it under the Istisna’a Agreement (otherwise than
if the event of default under the Istisna’a Agreement was due to the negligence, default or
misconduct of the Issuer).
Upon the occurrence of a Dissolution Event, the Trustee may, or if so requested in writing by
the holders of at least 25 per cent. in aggregate face amount of the Certificates then outstanding
or if so directed by an Extraordinary Resolution of the holders of Certificates shall, (i) exercise
the Issuer’s rights under the Purchase Undertaking by giving notice thereunder to Tabreed
requiring it to purchase all or part of the Assets and (ii) to the extent the Dissolution Event
occurs prior to the first Periodic Distribution Date, exercise the Issuer’s rights under the
Undertaking to Purchase (Commodities) by giving notice thereunder to the Counterparty
requiring it to purchase the Commodities on the first Periodic Distribution Date. To the extent
that the Purchaser has not paid the Exercise Price by the fifth Business Day following the date
on which it should have paid the Exercise Price, the Trustee shall be entitled at its discretion to
sell all or part of the Assets to such third party as the Trustee, in its sole discretion, may
determine and to terminate the Lease Agreement and the Istisna’a Agreement. Tabreed shall
remain liable under the Purchase Undertaking for the shortfall between the proceeds of any
such sale and the Exercise Price.
Upon receipt of the Exercise Price from Tabreed in accordance with the terms of the Purchase
Undertaking and/or any amounts payable under the Istisna’a Agreement, such amount, together
with Rental Amounts through to the date of the termination of the lease under the Lease
Agreement and, to the extent that the Dissolution Event occurs prior to the first Periodic
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