Tabreed 06 Prospectus - London Stock Exchange

‘‘Total Loss Event’’ means (i) the total loss or destruction of, or damage to the whole of, the
Delivered Plants or any event or occurrence that renders the whole of the Delivered Plants
permanently unfit for any economic use and the repair or remedial work in respect thereof is
uneconomical or (ii) the compulsory acquisition, confiscation or expropriation of the whole of
the Delivered Plants.
9.5 Dissolution Following a Change in Circumstances
Following a Change in Circumstances, whereupon Tabreed serves a notice (a ‘‘Termination
Notice’’) on the Issuer to terminate the Lease Agreement and/or the Istisna’a Agent the Issuer
will have recourse to Tabreed under the Purchase Undertaking for an amount equivalent to the
Exercise Price and, under the Istisna’a Agreement, if applicable, it may retain the aggregate
Security Amounts paid to it. Upon receipt of such amount, and subject, in the case of event (ii)
in the definition of Change in Circumstances below, to the Issuer having given not less than 30
days nor more than 45 days’ notice to the Certificateholders, the Trustee will, upon receipt of
the amounts specified in this Condition 9.5, redeem the Certificates at the Dissolution
Distribution Amount on the Periodic Distribution Date specified in the relevant notice and the
Trust will thereafter be dissolved.
‘‘Change in Circumstances’’ means a (i) change in law, at any time after the Closing Date, as a
result of which (a) Tabreed would on a subsequent Rental Payment Date (as defined in the
Lease Agreement) or Payment Date (as defined in the Istisna’a Agreement), as the case may be,
be required to pay an additional amount as described in Condition 10 (Taxation) and such
requirement cannot be avoided by the use of reasonable measures available to Tabreed or (b)
the Issuer would on a subsequent Periodic Distribution Date be required to make a withholding
or deduction in respect of amounts payable by it under the Certificates as described in
Condition 10 (Taxation), or (ii) the failure by the Issuer to make timely payment to the
Contractor in the currency and in the manner specified in the Istisna’a Agreement and such
default continues for a period of seven days.
9.6 Cancellations
All Certificates which are redeemed will forthwith be cancelled and accordingly may not be held,
reissued or resold.
10 Taxation
All payments by Tabreed under the Transaction Documents to which it is a party and the Issuer
under the Certificates shall be made without withholding or deduction for, or on account of, any
taxes, levies, imports, duties, fees, assessments or other charges of whatever nature, imposed or levied
by or on behalf of any Relevant Jurisdiction (as defined below), and all interest, penalties or similar
liabilities with respect thereto (‘‘Taxes’’), unless the withholding or deduction of the Taxes is required
by law. In such event, (a) where Tabreed is required to make such a withholding or deduction,
Tabreed will be required, pursuant to the relevant Transaction Document, to pay to the Issuer, and/
or (b) where the Issuer is required to make such a withholding or deduction, the Issuer will be
required to pay in respect of the Certificates, additional amounts (which amounts will be applied
towards payments in respect of the Certificates) so that the full amount which otherwise would have
been due and payable under the Certificates is received by the parties entitled thereto, except that no
such additional amount shall be payable to any Certificateholder:
(i) who is liable for such Taxes in respect of such Certificate by reason of having some connection
with any Relevant Jurisdiction other than the mere holding of such Certificate;
(ii) who would not be liable or subject to the withholding or deduction by making a declaration of
non-residence or other similar claim for exemption to the relevant tax authority;
(iii) who presented such Certificate for payment more than 30 days after the Relevant Date (as
defined in Condition 11 (Prescription)) except to the extent that a holder would have been
entitled to additional amounts on presenting the same for payment on the last day of the period
of 30 days assuming, whether or not such is in fact the case, that day to have been a Payment
Business Day;
(iv) where such withholding or deduction is imposed on a payment to an individual and is required
to be made pursuant to European Council Directive 2003/48/EC or any law implementing or
complying with, or introduced in order to conform to, such Directive; or
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