نتمائإلإ نلاعإةقيثو · 2020. 10. 11. · Appointment of Agents ... Schedule 1 Form of Certificates ... Documents. The powers conferred by these presents upon the

- i-

The IIFM Sukuk Al Ijarah Standard Document Templates have been developed by the IIFM to facilitate and ease the issuance of Sukuk Al Ijarah in a Shari‘ah compliant manner. IIFM hereby authorizes any Islamic financial institution and any other Islamic financial industry

participant to use the IIFM Sukuk Al Ijarah Standard Document Templates and its use is not restricted to IIFM members only. The IIFM

Sukuk Al Ijarah Standard Document Templates are accompanied by Prospectus which covers an explanation of the structure and operational

guidance to be implemented by potential users.

In the name of Allah, the Entirely Merciful, the Especially Merciful.

[SPV LIMITED]

[•] TRUST CERTIFICATES DUE [•]

[•]

………………………………………………………

DECLARATION OF TRUST

وثيقة إإعالن إلإئامتن

…………………………………………………… DISCLAIMER

The sukuk al ijarah document templates ("IIFM Sukuk Al Ijarah Standard Document Templates") comprise the following:

• Prospectus

• Sale and Purchase Agreement

• Lease Agreement

• Service Agency Agreement

• Purchase Undertaking

• Sale and Substitution Undertaking

• Declaration of Trust

The main objective of the IIFM Sukuk Al Ijarah Standard Document Templates is to facilitate and ease the issuance of Sukuk Al

Ijarah in a Shari‘ah compliant manner. IIFM hereby authorizes any Islamic financial institution and any other Islamic financial industry participant to use the IIFM Sukuk Al Ijarah Standard Document Templates and its use is not restricted to IIFM members

only.

Users of the IIFM Sukuk Al Ijarah Standard Document Templates should note that, when entering into issuances of trust certificates

("Issuances") under or in relation to the IIFM Sukuk Al Ijarah Standard Document Templates or making any amendment or addition

to the IIFM Sukuk Al Ijarah Standard Document Templates, they must first take all action required to satisfy themselves as to the Shari'ah compliance of the IIFM Sukuk Al Ijarah Standard Document Templates and the Issuance thereunder.

The IIFM Sukuk Al Ijarah Standard Document Templates have been approved by the IIFM Shari‘ah Board and any user who proposes to use them, without any fundamental amendments, may request a copy of the IIFM Shari‘ah Board Approval

Pronouncement. Potential users are requested to contact IIFM in order to complete certain formalities to obtain a copy of the IIFM

Shari‘ah Board Approval Pronouncement. The IIFM Shari‘ah Board Approval Pronouncement is in relation to the IIFM Sukuk Al Ijarah Standard Document Templates only and shall not cover any specific transactions.

IIFM is not responsible for the use of the IIFM Sukuk Al Ijarah Standard Document Templates or for any damages or losses resulting from the use of the IIFM Sukuk Al Ijarah Standard Document Templates or any specific transactions thereunder. All potential users

are urged to undertake their own evaluation of the IIFM Sukuk Al Ijarah Standard Document Templates to ensure that they are

appropriate for use by them in their particular circumstances or in a particular transaction and to ensure that their interests will be

protected by its use. Potential users of the IIFM Sukuk Al Ijarah Standard Document Templates agree that it is the responsibility of

such user to ensure that the terms, provisions and conditions of the IIFM Sukuk Al Ijarah Standard Document Templates are

appropriate and protect the user’s interests in all respects, and to modify any such terms, provisions and conditions as appropriate in the circumstances.

The attention of users of this document is drawn to the footnotes to this document, which provide explanatory information but do not constitute a part of the applicable IIFM Sukuk Al Ijarah Standard Document Templates itself. Also, the attention of users of this

document is drawn that recognized Fiqh Academies, institutions and relevant AAOIFI Shari’ah standards as well as market practice,

have been used as a reference in the drafting of these IIFM Sukuk Al Ijarah Standard Document Templates as at the date of launch of the documents.

Copyright© 2020 by International Islamic Financial Market

- ii -

CONTENTS

Clause Page

1. Definitions, Interpretation and Construction ..................................................................... 1

2. Declaration of Trust ........................................................................................................... 6

3. Form and Issue of Certificates ........................................................................................... 7

4. Entitlement to Treat Registered Certificateholder as Absolute Owner ............................. 7

5. Appointment of Agents ..................................................................................................... 7

6. Powers Vested in the Delegate .......................................................................................... 8

7. Delegation of Authority to the Delegate ......................................................................... 10

8. The Delegate .................................................................................................................... 10

9. Duties of the Trustee and the Delegate ........................................................................... 10

10. Protection of Delegate or Trustee .................................................................................... 10

11. Investment ....................................................................................................................... 10

12. Application of Moneys .................................................................................................... 10

13. Representations and Warranties ...................................................................................... 10

14. Undertakings ................................................................................................................... 11

15. Termination ..................................................................................................................... 11

16. Appointment, Removal or Retirement of Delegate ......................................................... 11

17. Notices ............................................................................................................................. 12

18. Contracts (Rights of Third Parties) Act 1999 .................................................................. 13

19. Counterparts, Severability and Taxes .............................................................................. 13

20. Shari'ah Compliance ........................................................................................................ 13

21. Governing Law and Dispute Resolution ......................................................................... 14

22. Waiver of Interest ............................................................................................................ 15

Schedule 1 Form of Certificates .............................................................................................. 16

Part A Form of Definitive Certificate .............................................................................. 17

Part B Form of Global Certificate ................................................................................... 18

Schedule 2 Terms and Conditions of the Certificates .............................................................. 19

Schedule 3 Provisions for Meetings of Certificateholders ...................................................... 20

- 1-

THIS DECLARATION OF TRUST (the "Declaration of Trust") is made by way of deed is

dated [•] and made

BETWEEN:

(1) 1[SPV LIMITED], in its capacity as issuer of the Certificates and as trustee for the

Certificateholders (the "Trustee");

(2) [COMPANY] (the "Company"); and

(3) [INSERT NAME OF DELEGATE], in its capacity as: (i) donee of the powers set out

in Clause 6 (Powers Vested in the Delegate) of this Declaration of Trust; and (ii) as

delegate of the Trustee pursuant to Clause 7 (Delegation of Authority to the Delegate)

of this Declaration of Trust, in each case in relation to the trusts created by these

presents of which the Trustee is the trustee (the "Delegate", which expression shall

include any co-delegate, any replacement Delegate and any successor thereto).

WHEREAS:

(A) The Trustee has authorised the issue of its [•] trust certificates due [•].

(B) The Trustee proposes to apply the sums settled upon the Trust created by this

Declaration of Trust towards the acquisition of the Trust Assets as authorised and

directed by the Certificateholders in the Conditions, and the Certificates issued to the

Certificateholders will represent, inter alia, a pro rata undivided ownership interest in

the Trust Assets.

(C) The Trustee agrees to hold the Trust Assets upon trust (the "Trust") absolutely for the

Certificateholders as beneficiaries in accordance with the provisions of this Declaration

of Trust.

(D) In respect of the Trust created by this Declaration of Trust, the Trustee intends to confer

certain powers and to delegate certain other powers to the Delegate as provided in

Clause 6 (Powers vested in the Delegate) and Clause 7 (Delegation of Authority to the

Delegate), respectively.

NOW THIS DECLARATION OF TRUST WITNESSES AND IT IS AGREED AND

DECLARED as follows:

1. DEFINITIONS, INTERPRETATION AND CONSTRUCTION

1.1 Definitions

Except where the context requires otherwise, in this Declaration of Trust, capitalised

terms and expressions which are not defined herein shall have the meanings assigned

to them in the Conditions. In addition, in this Declaration of Trust:

1 Note: To be considered on a transaction specific basis whether the SPV is to be owned by a charitable trust which would be preferable,

or whether the SPV would need to be owned by the Company (or the originating entity) which would may be required for public policy

or legislative/taxation reasons.

- 2-

"Accountholder" means each person who is for the time being shown in the records of

[insert name of clearing system(s)] as entitled to a particular face amount of the

Certificates (in which regard any certificate or other document issued by [insert name

of clearing system(s)] as to the face amount of such Certificates standing to the account

of any person shall be conclusive and binding for all purposes save in the case of

manifest error);

"Agency Agreement" means the agreement dated on or about the date of this

Declaration of Trust between the Trustee, Company, the Delegate and the Agents;

"Agents" means the financial institutions named as Agents in the Agency Agreement

or their successors;

"Appointee" means any attorney, manager, agent, delegate, nominee, custodian or

other person appointed or employed by the Trustee in connection with the performance

by the Trustee of its obligations under these presents;

"Assets" means each of the assets described in schedule 1 (Assets) to the Sale and

Purchase Agreement;

"Authorisation" means an authorisation, consent, approval, resolution, licence,

exemption, filing, notarisation or registration;

"Business Day" means a day (other than a Friday, Saturday or Sunday) on which

commercial banks and foreign exchange markets settle payments in [•];

"Certificates" means the [•] trust certificates due [•] (representing undivided ownership

interests in the Trust Assets) to be issued on [•] and constituted by this Declaration of

Trust and includes any replacements for Certificates issued pursuant to Condition 17

(Replacement of Definitive Certificates) being in definitive or global form, as the

context may require;

"Certificateholders" means the several persons in whose names the Trust Certificates

are for the time being registered (as set out in the Register) save that for so long as the

Trust Certificates or any part of them are represented by a Global Certificate held on

behalf of [insert name of clearing system(s)] or [insert name of clearing system(s)] each

Accountholder shall be deemed to be the holder of the aggregate face amount of Trust

Certificates held in its securities accounts with [insert name of clearing system(s)] and

[insert name of clearing system(s)] (and the person in whose name the Global

Certificate is registered (as set out in the Register) shall not be deemed to be the holder)

for all purposes other than with respect to payments on the Trust Certificates, the right

to which shall be vested, as against the Trustee, solely in the registered holder of the

Global Certificate in accordance with and subject to its terms and the expressions

"Certificateholder" and "holders of Certificates" and related expressions shall (where

appropriate) be construed accordingly;

"Conditions" means the terms and conditions in the form set out in Schedule 2 (Terms

and Conditions of the Certificates) as the same may from time to time be modified in

accordance with these presents and any reference in these presents to a specified

Condition or paragraph of a Condition shall be construed accordingly;

- 3-

"Definitive Certificate" means a Definitive Certificate in the form or substantially in

the form set out in Part A (Form of Definitive Certificate) of Schedule 1 (Form of

Certificates);

"Dissolution Date" has the meaning given to the term in the Conditions;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"Definitive Certificate" means a Global Certificate in the form or substantially in the

form set out in Part B (Form of Global Certificate) of Schedule 1 (Form of Certificates);

"Lease Assets" has the meaning given to the term in the Lease Agreement;

"Liabilities" means, in respect of any person, any losses, damages, costs, charges,

awards, claims, demands, expenses, judgments, actions, proceedings (or threats of any

actions or proceedings) or other liabilities whatsoever including legal fees, travelling

expenses and any Taxes and penalties incurred by that person;

"Official List" means the official list of securities of the Stock Exchange;

"outstanding" means [•];

"Parties" means the parties to this Declaration of Trust;

"Proceeds" means the proceeds of the issue of the Certificates;

"Prospectus" means the prospectus dated [•];

"Purchase Undertaking" means the purchase undertaking dated on or about the date

hereof and executed by Company (acting in its capacity as company thereunder) in

favour of the Trustee and the Delegate and includes the form of Sale Agreement to be

entered into in accordance with the terms of the Purchase Undertaking;

"Receiver" means any receiver, manager or administrative receiver or any other

analogous officer appointed in respect of the Trustee by the Delegate in accordance

with this Declaration of Trust;

"Registrar" means in relation to the Certificates, the institution at its specified office

initially appointed as registrar pursuant to the Agency Agreement or, if applicable, any

successor registrar at its specified office;

"Rental" has the meaning given to it in the Lease Agreement;

"Rental Notice" has the meaning given to it in the Lease Agreement;

"Rental Payment Date" has the meaning given to it in the Lease Agreement;

"Rental Period" has the meaning given to it in the Lease Agreement;

"Sale Agreement" means a sale agreement substantially in the form set out in schedule

2 (Form of Sale Agreement) to the Purchase Undertaking or schedule 4 (Form of Sale

Agreement) to the Sale and Substitution Undertaking, as applicable;

- 4-

"Sale and Substitution Undertaking" means the sale and substitution undertaking

dated on or about the date hereof and executed by the Trustee in favour of Company

and includes the form of Sale Agreement to be entered into in accordance with the terms

of the Sale and Substitution Undertaking;

"Service Agency Agreement" means the service agency agreement dated on or about

the date hereof between the Trustee and Company (acting in its capacity as Service

Agent) with respect to the Lease Assets;

"Service Agent" means Company in its capacity as service agent for and on behalf of

the Trustee under the Service Agency Agreement;

"Stock Exchange" means [•];

"Subscription Agreement" means the agreement dated [•] between the Trustee,

Company and the financial institutions named therein as dealers concerning the

purchase of the Certificates;

"these presents" means this Declaration of Trust and the Schedules hereto, the

Certificates and the Conditions, all as from time to time modified in accordance with

the provisions herein or therein contained;

"Transaction Document" has the meaning given to the term in the Conditions;

"Trust Assets" means:

(a) all of the Trustee’s ownership rights, title, interest and benefit, present and

future, in, to and under the Lease Assets;

(b) all of the Trustee's ownership rights, title, interest and benefit, present and future,

in, to and under the Transaction Documents (excluding: (i) any representations

given by Company to the Trustee and the Delegate pursuant to any of the

Transaction Documents and any rights which have been expressly waived by

the Trustee or the Delegate in any of the Transaction Documents; and (ii) the

covenant given to the Trustee pursuant to Clause [•] (Remuneration and

Indemnification of the Trustee and the Delegate)); and

(c) all monies standing to the credit of the Transaction Account (as defined in

Condition 1 (Interpretation)), in each case and all proceeds of the foregoing

which are held by the Trustee upon trust absolutely for the Certificateholders

pro rata according to the face amount of Certificates held by each holder in

accordance with the terms herein and the Conditions;

"Trustee Acts" means the Trustee Act 1925 and the Trustee Act 2000 of England and

Wales; and

1.2 Interpretation and Construction

1.2.1 In this Declaration of Trust, unless the contrary intention appears, a reference

to:

- 5-

(a) an "amendment" includes a supplement, restatement or novation and

"amended" is to be construed accordingly;

(b) a "person" includes:

(i) any individual, company, unincorporated association,

government, state agency, international organisation or other

entity; and

(ii) its successors and assigns;

(c) a "successor" shall include any entity to whom the business of a person

has been transferred under the applicable law;

(d) a Clause, a paragraph or a Schedule is a reference to a clause or

paragraph of, or a schedule to, this Declaration of Trust;

(e) any Transaction Document or a "document" or any "provision" of any

such Transaction Document or other document is a reference to that

Transaction Document or other document or provision as amended,

novated, supplemented, extended, replaced or restated from time to time;

(f) a time of day is a reference to [•] time; and

(g) the Trustee or the Delegate includes any replacement Trustee and/or

co-trustee or, respectively, any replacement Delegate and/or co-delegate

appointed pursuant to this Declaration of Trust and any successor thereto.

1.2.2 The headings in this Declaration of Trust are for ease of reference only and do

not affect its interpretation.

1.2.3 In this Declaration of Trust, words denoting:

(a) the singular shall include the plural and vice versa;

(b) one gender only shall include the other gender; and

(c) persons only shall include firms and corporations and vice versa.

1.2.4 All references in these presents or any other Transaction Document involving

compliance by the Trustee or the Delegate with a test of reasonableness shall be

deemed to include a reference to a requirement that such reasonableness shall

be determined by reference solely to the interests of the Certificateholders as a

class and in the event of any conflict between such interests and the interests of

any other person, the former shall prevail as being paramount.

1.2.5 All references in these presents to any action, remedy or method of proceeding

for the enforcement of the rights of creditors shall be deemed to include, in

respect of any jurisdiction other than England, references to such action, remedy

or method of proceeding for the enforcement of the rights of creditors available

or appropriate in such jurisdiction as shall most nearly approximate to such

- 6-

action, remedy or method of proceeding described or referred to in these

presents.

1.2.6 All references in these presents to any statute or any provision of any statute

shall be deemed also to refer to any statutory modification or re-enactment

thereof or any statutory instrument, order or regulation made thereunder or

under any such modification or re-enactment.

1.2.7 Unless the context otherwise requires words or expressions used in these

presents shall bear the same meanings as in the Companies Act 2006 of England

and Wales.

1.2.8 All references to an amount falling due in respect of the Certificates shall be

deemed to include any amounts which are expressed to be payable under the

Certificates.

1.2.9 All references in these presents to costs or charges or expenses shall include any

value added tax or similar tax charged or chargeable in respect thereof.

1.2.10 All references in these presents to any moneys payable by the Trustee under

these presents shall, unless the context otherwise requires, be construed so that

such money shall be payable in accordance with Condition 9 (Payments)

mutatis mutandis.

1.2.11 All references in these presents to [insert name of clearing system(s)] shall,

wherever the context so admits, be deemed to include references to any

additional or alternative clearing system in which the Certificates are from time

to time accepted for clearance.

1.2.12 Time, where referred to in these presents, shall be of the essence.

2. DECLARATION OF TRUST

The Trustee hereby declares that:

2.1.1 it will with effect from the execution of this Declaration of Trust, hold the Trust

Assets on trust absolutely for the Certificateholders pro rata on an undivided

basis according to the face amount of Certificates held by each such

Certificateholder, in accordance with and subject to these presents;

2.1.2 subject to its being indemnified and/or secured and/or pre-funded to its

satisfaction, it shall, in its capacity as Trustee, exercise on behalf of and for the

benefit of the Certificateholders all of its rights under the Transaction

Documents and appoint such delegates and agents as it deems necessary in

respect of the Certificates (including pursuant to the Agency Agreement) in

accordance with its obligations under the Transaction Documents;

2.1.3 it will comply with and perform its obligations, or cause such obligations to be

complied with and performed on its behalf, in accordance with the terms of the

Certificates, the Conditions and the Transaction Documents and observe all the

provisions of the Transaction Documents which are expressed to be binding on

- 7-

it and, in particular but without limitation, shall maintain proper books of

account in respect of the Trust;

2.1.4 it shall act as trustee in respect of the Trust Assets, distribute the income from

the Trust Assets and perform its duties in accordance with the provisions of

these presents;

2.1.5 subject to it being indemnified and/or secured and/or pre-funded to its

satisfaction it shall enforce the Trust Assets including, insofar as it is able,

taking all reasonably necessary steps to enforce each of this Declaration of Trust,

the Purchase Undertaking and the Service Agency Agreement if Company shall

have at any time failed to perform its obligations under it;

2.1.6 it shall collect the proceeds of the Trust Assets in accordance with the terms of

this Declaration of Trust;

2.1.7 it shall distribute the proceeds of any enforcement of the Trust Assets, in

accordance with the terms of this Declaration of Trust, the Conditions, the

Purchase Undertaking and the Sale and Substitution Undertaking; and

2.1.8 it shall subject to its being indemnified and/or secured and/or pre-funded to its

satisfaction, take such other steps as are reasonably necessary to ensure that the

Certificateholders receive the distributions to be made to them in accordance

with the Transaction Documents.

3. FORM AND ISSUE OF CERTIFICATES

[TO BE AGREED BETWEEN PARITES ON THE RELEVANT TRANSACTION]

4. ENTITLEMENT TO TREAT REGISTERED CERTIFICATEHOLDER AS

ABSOLUTE OWNER

Subject as otherwise provided in the Global Certificate and the definition of

"Certificateholders", the Trustee and/or the Delegate may (to the fullest extent

permitted by applicable laws) deem and treat those persons in whose names any

outstanding Certificates are for the time being registered (as set out in the Register) as

the holder of any Certificate or of a particular face amount of Certificates, for all

purposes (whether or not such Certificate or face amount shall be overdue and

notwithstanding any notice of ownership thereof or of any trust or other interest with

regard thereto, and any notice of loss or theft or any writing thereon), and the Trustee

and/or the Delegate shall not be affected by any notice to the contrary. All payments

made to such holder shall be valid and, to the extent of the sums so paid, effective to

satisfy and discharge the liability for moneys payable in respect of such Certificate or

face amount.

5. APPOINTMENT OF AGENTS

2The Trustee has initially appointed the persons named as Registrar, Transfer Agent,

Paying Agent, Principal Paying Agent and Calculation Agent in the Agency Agreement,

2 Note: Roles and responsibilities of each Agent to be agreed between the parties on each relevant transaction.

- 8-

as its agents, each acting through its specified office set out therein. The Trustee

reserves the right, at any time in accordance with the terms of the Agency Agreement,

to terminate the appointment of any Agent and to appoint replacement or additional

agents provided that it will at all times maintain any Agent required by the Conditions

to be maintained. Notice of any termination or appointment of Agents and of any

changes in their respective specified offices will be given to Certificateholders by the

Trustee (or Company on its behalf) in accordance with Condition 18 (Notices) and to

the Delegate as soon as practicable thereafter. The Trustee shall procure that each of

the Paying Agents makes available for inspection by Certificateholders at its specified

office copies of the documents required by the Prospectus to be made available.

6. POWERS VESTED IN THE DELEGATE

6.1 Meetings Provisions

The Delegate (subject to it being indemnified and/or secured and/or prefunded to its

satisfaction) shall have: (i) the power to convene Meetings of Certificateholders as set

out in Schedule 3 (Provisions for Meetings of Certificateholders); and (ii) the power to

act upon the instructions of Certificateholders in accordance with any resolution,

decision or Extraordinary Resolution of Certificateholders, subject to and as more

particularly described in Schedule 3 (Provisions for Meetings of Certificateholders).

6.2 Dissolution Event

The Delegate shall have the powers set out in Condition [15] (Dissolution Events) to

make the determinations, send the notices and to determine pursuant and subject to the

provisions therein whether, in the case of a Dissolution Event only, the Certificates

should become immediately due and payable.

6.3 Negative Pledge

The Delegate shall have the power to determine, in its absolute discretion, in accordance

with Condition [5] (Negative Pledge), whether the security accorded to the Certificates

is not materially less beneficial to the interests of the Certificateholders than that of any

Security Interest (as defined in the Conditions) that is created or is outstanding upon

the whole or any part of any present or future property, revenues or assets of Company.

6.4 Amendments, Waiver, Authorisation and Determination

This Declaration of Trust, any other Transaction Document and the Trustee's

memorandum and articles of association may only be amended by the Trustee with the

consent of the Delegate and the Delegate may agree, without the consent or sanction of

the Certificateholders, to any modification of, or to the waiver or authorisation of any

breach or proposed breach of, or give any consent required under, any of the Conditions

or any of the provisions of the Declaration of Trust or the other Transaction Documents

to which the Trustee or the Delegate is a party or determine, without any such consent

or sanction as aforesaid, that any Dissolution Event or an event which, with the giving

of notice, lapse of time, determination of materiality or fulfilment of any other

applicable condition (or any combination of the foregoing), would constitute a

Dissolution Event shall not be treated as such if, in the sole opinion of the Delegate:

- 9-

6.4.1 such modification is of a formal, minor or technical nature; or

6.4.2 such modification is made to correct a manifest error; or

6.4.3 such modification, waiver, authorisation or determination is not, in the sole

opinion of the Delegate, materially prejudicial to the interests of the

Certificateholders and is other than in respect of a Reserved Matter (as defined

in Schedule 3 (Provisions for Meetings of Certificateholders)) or any provision

of these presents referred to in the definition of a Reserved Matter or other than

in contravention of an express direction from the Certificateholders representing

not less than 25 per cent. of the aggregate face amount of the outstanding

Certificates.

No such direction or request will affect a previous consent, waiver, authorisation or

determination. Any such modification, waiver, authorisation or determination shall be

made in accordance with these presents and may be made on such terms and subject to

such conditions (if any) as the Delegate may determine, shall be binding on the

Certificateholders and, unless the Delegate otherwise decides, shall be notified by the

Trustee (or Company on its behalf) to the Certificateholders in accordance with

Condition [18] (Notices) as soon as practicable thereafter.

6.5 Agents

At any time after a Dissolution Event shall have occurred, or the Certificates shall

otherwise become due and payable, the Delegate may:

6.5.1 by notice in writing to the Trustee and each Agent require each Agent pursuant

to the Agency Agreement to act thereafter, until notified in writing by the

Delegate to the contrary, so far as permitted by applicable law, as an agent of

the Delegate, under the provisions of the Declaration of Trust and the

Certificates mutatis mutandis on the terms provided in the Agency Agreement

(save that the Delegate's Liability under any provision of the Agency Agreement

for the indemnification, remuneration and payment of out-of-pocket expenses

of each Agent shall be limited to the amounts for the time being held on trust

pursuant to these presents relating to the Certificates for such purpose and such

Agents' expenses as agent of the Delegate are to be treated as expenses incurred

by the Delegate) and thereafter:

(a) to hold all Certificates and all sums, documents and records held by them

in respect of Certificates to the order of the Delegate; or

(b) to deliver up all Certificates and all sums, documents and records held

by them in respect of Certificates to the Delegate or as the Delegate shall

direct in such notice provided that such notice shall be deemed not to

apply to any documents or records which the relevant Agent is obliged

not to release by any law or regulation; and/or

6.5.2 by notice in writing to the Trustee and Company require any of them to make

all subsequent payments in respect of the Certificates to or to the order of the

Delegate and not to the Principal Paying Agent with effect from the issue of any

such notice to the Trustee and Company and until such notice is withdrawn.

- 10-

6.6 New Trustee

The power to remove the Trustee and to appoint a new trustee of these presents shall

be vested in the Delegate, but the Trustee shall not be removed and no person shall be

appointed as new trustee of these presents unless such removal and appointment shall

previously have been approved by an Extraordinary Resolution.

6.7 Other Powers of the Delegate

The Delegate shall have the other powers granted to it in these presents including those

set out in Clause 14.1 (Undertakings) and shall also have such other powers, authorities

and discretions as expressly specified in these presents and in the other Transaction

Documents. The powers conferred by these presents upon the Delegate shall be in

addition to any powers which may from time to time be vested in it by general law or

as a Certificateholder.

6.8 Benefit of the Vesting

It is hereby declared that the powers conferred on the Delegate in this Clause 6 shall be

exercised in the interests of the Delegate and the Certificateholders, subject to the terms

of these presents.

7. DELEGATION OF AUTHORITY TO THE DELEGATE


8. THE DELEGATE


9. DUTIES OF THE TRUSTEE AND THE DELEGATE


10. PROTECTION OF DELEGATE OR TRUSTEE


11. INVESTMENT


12. APPLICATION OF MONEYS


13. REPRESENTATIONS AND WARRANTIES

The Trustee hereby represents and warrants to the Delegate that:

13.1.1 it is duly incorporated as a [•] company with limited liability under the laws of

[•] and is validly existing in [•];

- 11-

13.1.2 it has the power to own its assets and carry on its business as it is being

conducted;

13.1.3 the transactions contemplated by, and all obligations expressed to be assumed

by it in, the Transaction Documents constitute its legal, valid, binding and

enforceable obligations subject only to the laws of bankruptcy and other laws

affecting the rights of creditors generally and subject to the qualifications as to

enforceability set out in the legal opinions referred to in clause [•] (Conditions

Precedent – Legal Opinions) of the Subscription Agreement;

13.1.4 its entry into, and the transactions contemplated by, the Transaction Documents

(and the rights afforded to it under the Purchase Undertaking) do not and will

not conflict with:

(a) any law or regulation in [•] applicable to it; or

(b) its constitutional documents; or

(c) any agreement or instrument binding upon it or any of its assets;

13.1.5 it has the power to enter into, perform and deliver, and has taken all necessary

action to authorise its entry into, performance and delivery of, these presents,

and all other Transaction Documents to which it is a party; and

13.1.6 all Authorisations required under the laws of [•]:

(a) to enable it lawfully to enter into, exercise its rights and comply with its

obligations in these presents; and

(b) to make these presents admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.


14. UNDERTAKINGS

14.1 Each of the Trustee and the Company hereby undertakes that it will:


14.2 Remuneration and Indemnification of the Trustee and the Delegate


15. TERMINATION


16. APPOINTMENT, REMOVAL OR RETIREMENT OF DELEGATE


- 12-

17. NOTICES

17.1 All notices or other communications required to be given in connection with these

presents shall given in writing or facsimile in the English language. Any such notice

will be deemed to be given as follows:

17.1.1 if delivered in person, at the time of delivery;

17.1.2 if sent by registered post, 5 business days after dispatch; and

17.1.3 if by facsimile, when a transmission report showing the successful transmission

of the facsimile is received by the sender.

However, a notice given in accordance with the above but received on a day which is

not a Business Day or after business hours in the place of receipt will only be deemed

to be given on the next Business Day.

17.2 The addresses, email addresses and facsimile numbers for the delivery of all notices

under or in connection with these presents are:

17.2.1 in the case of Company:

Address: Company

Facsimile: [•]

Attention: [•]

17.2.2 in the case of the Trustee:

Address: [SPV LIMITED]

Facsimile: [•]

Attention: [•]

with a copy to the Delegate;

17.2.3 in the case of the Delegate:

Address: [•]

Facsimile: [•]

Attention: [•]

or to such other address or facsimile number or marked for the attention of such other

person or department as may from time to time be notified by any party to the other(s)

by not less than 5 business days' written notice in accordance with the provisions of this

Clause. In this Clause 17 (Notices), "business day" in relation to any place means a day

on which commercial banks are open for general business in the place of the addressee.

- 13-

17.3 The Trustee shall without delay send a copy to Company and the Delegate of:

17.3.1 every notice, certificate, opinion, document, information or communication

received by it pursuant to the terms of any Transaction Document; and

17.3.2 every notice, certificate, opinion, document, information or communication

given by it pursuant to the terms of any Transaction Document.

18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

18.1 A person who is not a party to these presents has no right under the Contracts (Rights

of Third Parties) Act 1999 to enforce any term of these presents, except and to the extent

that these presents expressly provide for such Act to apply to any of its terms, but this

does not affect any right or remedy of a third party which exists or is available apart

from that Act.

18.2 For the avoidance of doubt, the consent to any amendment, modification, waiver or

termination of any provision of these presents shall not be required of any persons who

have been granted third party rights herein.

19. COUNTERPARTS, SEVERABILITY AND TAXES

19.1 This Declaration of Trust may be executed in any number of counterparts, and this has

the same effect as if the signatures on the counterparts were on a single copy of this

Declaration of Trust.

19.2 If any provision in or obligation under this Declaration of Trust shall be invalid, illegal

or unenforceable in any jurisdiction, the validity, legality and enforceability of the

remaining provisions or obligations under this Declaration of Trust, or of such provision

or obligation in any other jurisdiction, shall not be affected or impaired thereby.

19.3 Company will promptly, and before any charges or penalties become payable, pay any

stamp, issue, registration, documentary and other fees, duties and taxes (including

mandatory payments arising as a matter of law, regulation or court order) payable on

or in connection with: (a) the execution and delivery of these presents; (b) the

constitution and original issue of the Certificates; and (c) any action taken by or on

behalf of the Delegate or (where permitted under these presents so to do) any

Certificateholder to enforce, or to resolve any doubt concerning, or for any other

purpose in relation to these presents.

20. SHARI'AH COMPLIANCE

Each of the Trustee and the Company agrees that it has accepted the Shari'ah compliant

nature of this Agreement; and

(a) it shall not claim that any of its obligations under this Agreement (or any

provision thereof) is ultra vires or not compliant with the principles of Shari'ah;

(b) it shall not take any steps or bring any proceedings in any forum to challenge

the Shari'ah compliance of this Agreement; and

- 14-

(c) to the extent permitted by law, none of its obligations under this Agreement

shall in any way be diminished, abrogated, impaired, invalidated or otherwise

adversely affected by any finding, declaration, pronouncement, order or

judgment of any court, tribunal or other body that this Agreement is not

compliant with the principles of Shari'ah.

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1 This Declaration of Trust (including the remaining provisions of this Clause 20) and

any non-contractual obligations arising out of or in connection with this Declaration of

Trust are governed by, and shall be construed in accordance with, English law.

21.2 Subject to Clause 21.3, any dispute, claim, difference or controversy arising out of,

relating to or having any connection with this Declaration of Trust (including any

dispute as to its existence, validity, interpretation, performance, breach or termination

or the consequences of its nullity or any dispute relating to any non-contractual

obligations arising out of or in connection with it) (a "Dispute") shall be referred to and

finally resolved by arbitration under the Arbitration Rules of [•] (the "Rules"), which

Rules (as amended from time to time) are incorporated by reference into this Clause

21.2. For these purposes:

(a) the place of arbitration shall be [•];

(b) there shall be [three] arbitrators, each of whom shall be disinterested in the

arbitration, shall have no connection with any party thereto and shall be an

attorney experienced in international securities transactions; and

(c) the language of the arbitration shall be English.

21.3 The Trustee or the Delegate may, in the alternative, irrevocably elect that a Dispute be

heard by a court of law and not determined by arbitration. The Trustee or the Delegate

must make the election before commencing arbitration or by giving written notice to

the Trustee and Company within [•] days of receipt of the document by which the

Trustee and Company commenced arbitration. If an election is made, the Dispute shall

then be determined in accordance with Clause 21.4.

21.4 Subject to an election having been made under Clause 21.3, the following provisions

shall apply:

(a) subject to paragraph (c) below, the courts of [•] shall have exclusive jurisdiction

to settle any Dispute and the Company submits to the exclusive jurisdiction of

such courts;

(b) the Company agrees that the courts of [•] are the most appropriate and

convenient courts to settle any Dispute and, accordingly, that it will not argue

to the contrary; and

(c) this Clause 21.4 is for the benefit of the Trustee and the Delegate only. As a

result, and notwithstanding paragraph (a) above, the Trustee or the Delegate

may take proceedings relating to a Dispute ("Proceedings") in any other courts

with jurisdiction. To the extent allowed by law, the Trustee or the Delegate may

take concurrent Proceedings in any number of jurisdictions.

- 15-

21.5 Without prejudice to any other mode of service allowed under any relevant law, each

of the Trustee and Company:

(a) irrevocably appoints [•] as its agent for service of process in relation to any

Proceedings before the English courts in connection with this Declaration of

Trust; and

(b) agrees that failure by the agent to notify the Trustee or the Company (as

applicable) of the process will not invalidate the Proceedings concerned.

22. WAIVER OF INTEREST

Each Party irrevocably agrees that no interest will be payable or receivable under or in

connection with this Declaration of Trust or any other Transaction Document and in

the event that it is determined that any interest is payable or receivable in connection

with this Declaration of Trust or any other Transaction Document by a Party, whether

as a result of any judicial award or by operation of any applicable law or otherwise,

such Party agrees to waive any rights it may have to claim or receive such interest and

agrees that if any such interest is actually received by it, it shall promptly donate the

same to a registered or otherwise officially recognised charitable organisation.

IN WITNESS WHEREOF this Declaration of Trust has been executed as a deed by the

Parties on the day and year first above written.

- 16-

SCHEDULE 1

FORM OF CERTIFICATES

- 17-

PART A

FORM OF DEFINITIVE CERTIFICATE

- 18-

PART B

FORM OF GLOBAL CERTIFICATE

- 19-

SCHEDULE 2

TERMS AND CONDITIONS OF THE CERTIFICATES

[TO BE INSERTED]

- 20-

SCHEDULE 3

PROVISIONS FOR MEETINGS OF CERTIFICATEHOLDERS


SIGNATURE PAGE TO THE DECLARATION OF TRUST

SIGNATORIES TO THE DECLARATION OF TRUST

EXECUTED and DELIVERED as a DEED by )

[SPV LIMITED] )

acting by )

acting under the authority of that company )

in the presence of: )

Witness signature: .......................................................

Name: ..........................................................................

Address: ......................................................................


Company

)

acting by )

acting under the authority of that government )



Name: ..........................................................................

Address: ......................................................................


[•] )

acting by )

acting under the authority of that company )



Name: ..........................................................................

Address: ......................................................................