Tabreed 06 Prospectus - London Stock Exchange

Distribution Date, the Purchase Price payable by the Counterparty under the Undertaking to
Purchase (Commodities), and the proceeds of liquidating the Authorised Investments, will be
applied to redeem the Certificates in accordance with Condition 4.2 (Application of Proceeds
from the Trust Assets) at the Dissolution Distribution Amount.
If the Assets are sold to a third party then the proceeds of such sale, together with the proceeds
of liquidating the Authorised Investments, shall be applied to redeem the Certificates in
accordance with Condition 4.2 (Application of Proceeds from the Trust Asset) at the Dissolution
Distribution Amount.
‘‘Assets’’ means each Plant delivered to the Issuer.
‘‘Base Amount’’ means (i) at any time prior to the first Periodic Distribution Date,
US$40,000,000, (ii) on or any time after the first Periodic Distribution Date but before the
Completion Date, the aggregate of all amounts paid by the Issuer for all Delivered Plants prior
to such date (iii) at any time on or after the Completion Date, US$200,000,000.
‘‘Completion Date’’ means the date on which all Plants have been constructed and/or
manufactured and delivered to the Issuer under the Istisna’a Agreement.
‘‘Dissolution Distribution Amount’’ means, as of any date, the aggregate face amount of the
Certificates then outstanding plus accrued and unpaid Periodic Distribution Amounts as of such
date.
‘‘Exercise Price’’ means the aggregate of (i) the Base Amount plus (ii) Expenses, plus (iii) any
amounts accrued under the Istisna’a Agreement and/or the Lease Agreement prior to the
Exercise Date (as defined in the Declaration of Trust) prior to the Exercise Date, plus (iv) at
any time prior to the Completion Date, an amount equivalent to any amounts that the Issuer
has an obligation to reimburse to the Contractor pursuant clauses 4.2 and 4.3 of the Istisna’a
Agreement, plus (v) where payment of any amount cannot be made without withholding or
deduction for or on account of any Taxes required by law, such additional amounts so that,
upon payment by the Issuer to the holders of the Certificates (after any deduction or
withholding by the Issuer on account of Taxes, if applicable), the net amount received by such
holders will be the full amount due to such holders under the terms and conditions of the
Certificates as if no such deduction or withholding had been made.
‘‘Expenses’’ means all outstanding expenses incurred by the Service Agent under the Service
Agency Agreement (including but not limited to plant ownership taxes) and required to be
reimbursed to the Service Agent under the Service Agency Agreement on the Redemption Date.
9.3 Dissolution Following a Dissolution Event
Upon the occurrence of a Dissolution Event, in accordance with Condition 12 (Dissolution
Events), the Certificates may be redeemed at the Dissolution Distribution Amount and the Trust
dissolved by the Trustee on the dates specified in Condition 12 (Dissolution Events).
9.4 Dissolution Following a Total Loss Event
Following the occurrence of a Total Loss Event, if the proceeds of any Insurances (as defined in
the Service Agency Agreement) received in respect of such Total Loss Event are less than the
applicable Base Amount, such an event shall constitute evidence that the Service Agent has
failed to perform its obligations to insure under the Service Agency Agreement and shall
therefore be liable to pay to the Lessor an amount equivalent to the shortfall between any
amounts received from the insurers and the Exercise Price unless the Service Agent proves
otherwise and to the extent that on such a date not all Plants have been delivered under the
Istisna’a Agreement, the Issuer may retain the Security Amount paid to it by Tabreed, unless
the termination was due to the default, negligence or misconduct of the Issuer, and the Istisna’a
Agreement shall terminate. The Trustee shall notify the Certificateholders upon the occurrence
of such a Total Loss Event in accordance with Condition 15, and upon receipt of such amount,
the Trustee will redeem the Certificates at the Dissolution Distribution Amount and the Trust
will thereafter be dissolved.
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