DECLARATION. of the Master Community. known as SHAMS ABU DHABI REEM ISLAND

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1 DECLARATION of the Master Community known as SHAMS ABU DHABI REEM ISLAND Declared on the day of 200_

2 1. PRELIMINARY 1.1 Preamble Whereas: A. The Seller is the master developer of the Master Community, a mixed use residential, commercial, retail and leisure real estate community situated within Abu Dhabi, United Arab Emirates and known as Shams Abu Dhabi, on Reem Island. B. The Master Community consists of a number of Plots and Units, which are subject to a variety of real property rights in the land, buildings and Units being sold or granted by the Seller to the Purchasers. C. The Seller has designated a substantial portion of the Master Community as Common Areas and seeks to ensure that all Common Areas, and the Master Community generally, are properly administered, controlled, maintained and managed, and that all Purchasers within the Master Community contribute their fair share of the resulting costs of such administration, control, maintenance and management of the Common Areas being performed by the Seller. D. The Managing Agent may be appointed by the Seller to perform certain duties and functions with regard to the administration, control, maintenance and management of the Common Facilities of the Island by virtue of a management agreement or other appropriate instrument authorising and empowering it to do the same. The Seller and the Purchasers acknowledge that the Managing Agent shall be entitled to recover the resulting costs of such administration, control, maintenance and management of the Common Facilities through the collection of Community Fees from the Purchasers for the performance of such duties and functions. E. It is envisaged that the Managing Agent may issue certain Rules and Regulations in relation to the Island and may act as a regulatory authority for the Island as far as it is capable in accordance with the prevailing laws of the United Arab Emirates. This Declaration will be subject to any Rules and Regulations that may be issued by the Managing Agent from time to time. Now therefore, by this Declaration, the Seller imposes upon itself and all Purchasers a mutually beneficial scheme for the administration, control, maintenance and management of the Master Community. 1.2 General Purpose of this Declaration The Seller is committed to ensuring that appropriate mechanisms are put into place to ensure that the high standards of maintenance and use of the Master Community are preserved for the mutual benefit of all current and future Purchasers. The Seller hereby agrees to undertake the following obligations for the overall benefit, orderly development, management and preservation of the Master Community and its constituent parts: To provide for the proper and mutually beneficial administration, control, maintenance and management of all aspects of common interest to each Purchaser in the Master Community, including (but not limited to) the Common Areas. To establish a fund for the expenses of the Common Areas and for the proper performance of the Seller s responsibilities hereunder, including a provision for future expenses. 1

3 (d) (e) (f) To determine and collect Service Charges for the purposes of the fund (as referred to in Clause 1.2 from the Purchasers. To enforce the Purchasers and Seller s obligations in terms of this Declaration, and any Rules and Regulations created in the terms hereof. To maintain and insure all Common Areas according to the standards envisaged by the Seller, and where necessary, to repair and replace such Common Areas. In general: (iii) To ensure the maintenance and promotion of harmony in the physical and social environment of the Master Community. To promote and encourage Purchasers to maintain at all times the external appearances of any buildings that may be erected upon the Plots, in a clean and tidy condition and to maintain high standards in this regard so as to ensure that the appearance of their properties are both aesthetically pleasing and desirable when viewed from the outside of buildings that may be erected upon the Plots, and further to take steps to enforce the maintenance of such standards where deemed necessary in the opinion of the Seller. To protect and promote the interests of the Purchasers, as far as the Master Community is concerned. (g) (h) To administer the issuance of Deeds of Adherence and Clearance Certificates (in conjunction with the Managing Agent if applicable) referred to in Clause 4.3 herein. To administer the use of the Common Areas at all times in the interests of the Master Community. To create suitable Rules and Regulations for the management of the Master Community, including such rules of conduct as the Seller may deem necessary. And the Seller shall have the power to delegate the performance of any of the above acts to the Managing Agent, another managing agent or any other third party in whole or part, as are necessary and reasonably required to accomplish the fulfillment of the aforegoing obligations including, but not restricted to, the powers specifically contained in this Declaration. 1.3 Binding Intent This Declaration shall be binding upon the Seller and all the Purchasers and shall inure for the benefit of such parties from time to time. Every Property shall be subject to the terms of this Declaration and this Declaration shall be a form of a restriction against the title of any Property (as far as it can be registered with the Land Department of the Government of Abu Dhabi). Until registration is possible, every Purchaser of a Property agrees, declares and undertakes for the benefit of the Seller and all other Purchasers that this Declaration is equally binding in relation to each. 1.4 Definitions In this Declaration and unless inconsistent with the context, the following words and expressions shall have the meanings hereby assigned to them: 2

4 Alienate means Clearance Certificate means to alienate any Property and includes alienation by way of transfer, exchange, grant, deed, succession, assignment, court order, insolvency or liquidation, and alienation shall have a corresponding meaning. the certificate issued by the Seller to confirm that all monies due to the Seller by a Purchaser have been paid and that the Purchaser has complied with his obligations pursuant to this Declaration. Common Areas mean all open areas, services, facilities, roads, pavements, waterways, beaches, gardens, parks, pocket parks, amphitheatres, utility and administrative buildings or areas, installations, improvements and common assets of the Master Community that are intended for use by all Purchasers and Occupiers and that do not form part of the premises demised under any agreement of a Property. Community Fees means the Purchaser s share calculated in accordance with the Participation Quota of the total fees, costs and expenses incurred by the Managing Agent in respect of the management, administration, maintenance, service provision and control of the Common Facilities of the Island, as more particularly described in Clause 3.3. Common Facilities means all open areas, services, facilities, roads, pavements, water features, gardens, utility and administrative buildings or areas, installations, improvements and common assets which are intended for use by all Purchasers and Occupiers and form part of the Island. Declaration means Financial Year means Improvements mean Intellectual Property means this document together with the Schedules thereto as may be amended from time to time. a calendar year ending on 31 st December or such other date as the Seller may nominate from time to time. any external alterations, additions or decorations in respect of a Plot proposed to be made by any Purchaser. the logos of the Master Community together with all other trademarks, service marks, trade names, logos, designs, symbols, emblems, insignia, slogans, copyrights, know-how, confidential information, drawings, plans and other identifying materials which are owned by the Seller, whether or not registered or capable of registration. 3

5 Island means Legal Heirs means Managing Agent means Master Community means Master Community Authority means Master Plan means Occupier means Participation Quota means the island known as Reem Island located in Abu Dhabi. that individual or those individuals, being natural persons, entitled to inherit the property of a Purchaser upon his death as conclusively determined by the law of the nationality of that Purchaser and in accordance with the Federal Laws of the United Arab Emirates or Abu Dhabi. the Seller, its nominees, assigns, successors, successors-in-title or any person or body appointed by the Seller as a manager authorised to undertake any of the functions of the Seller as may be delegated by the Seller under the terms of a management agreement or any other appropriate document that empowers the Managing Agent to perform its duties and functions as set out in this Declaration. It is intended that the Managing Agent will be Bayt Al Khidma Properties LLC or any other entity that is duly appointed by the Seller. the entire Master Community developed by the Seller on part of the Island within Abu Dhabi, United Arab Emirates, and to be known as Shams Abu Dhabi, and which consists of an entire mixed-use residential, commercial, retail and leisure real estate master community as shown on the Master Plan or any amendment thereof, and includes all/any extensions of the Master Community from time to time. the Managing Agent, the Abu Dhabi Municipality and/or any other government ministry, department or body having jurisdiction over the Master Community, including the Seller in such capacity. the plan of the Master Community to be attached hereto marked Schedule A as it may be amended by the Seller from time to time. any person occupying or visiting a Property, including such Purchaser s lessees, Purchasers, visitors, servants, agents, employees, guests or family members. in relation to a Unit or a Plot, the percentage determined by the Seller (in accordance with any applicable law) as the Purchaser s percentage share contribution to the Service Charge, by taking into account the prescribed use and the area of the Unit or Plot. The Participation Quota shall 4

6 be provisionally computed as soon as reasonably practicable by the Seller and delivered to the Purchaser. Plot means Property means Purchaser means Quarter Day means Rules and Regulations mean Seller Service Charge means Unit means Utilities mean a parcel of land located within the Master Community that is purchased on a freehold basis by a Purchaser or granted to a Purchaser under the terms of a sale and purchase agreement or musataha agreement respectively. a Plot or a Unit collectively. any Purchaser who has either acquired freehold rights or been granted a right of musataha, usufruct or lease for a Property, including his Legal Heirs, successors-in-title and permitted successors and assigns. the 1 st January, 1 st April, 1 st July and 1 st October of each Financial Year. such rules and regulations as the Managing Agent and/or the Seller may make from time to time pursuant to the terms of this Declaration. means Sorouh Real Estate PJSC, of P. O. Box 93666, Abu Dhabi, United Arab Emirates, a company duly incorporated and registered in the United Arab Emirates, and its nominees successors and assigns, being the Seller under the Primary Musataha. the annual service charges levied by the Seller upon a Purchaser, in accordance with the Participation Quota, for payment towards the expenses incurred by the Seller in respect of the Master Community, or its affiliates, for the management, administration, maintenance, service provision and control of the Master Community, as more particularly itemised in Clause 3.1. an individual unit (such as an apartment, office or retail unit) contained within a building constructed on a Plot. drainage of soil and water and supply of water, chilled water for air-conditioning purposes, electricity, gas, telecommunications, garbage clearance system (if applicable) or other services. 1.5 Interpretation The clause headings are for convenience and shall be disregarded in construing this Declaration. 5

7 Unless the context clearly indicates a contrary intention: (iii) the singular shall include the plural and vice versa; a reference to any one gender shall include the other genders; and a reference to natural persons includes legal persons and vice versa. (d) (e) (f) (g) (h) Words and expressions defined in any sub-clause shall, for the purpose of the clause to which that sub-clause forms part and in subsequent clauses, unless inconsistent with the context, bear the meaning assigned to such words and expressions in such sub-clause. When any number of days is prescribed in this Declaration, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Friday or proclaimed public sector holiday in the United Arab Emirates, in which event the last day shall be the next succeeding day which is not a Friday or public holiday. If any provision of this Declaration is in conflict or inconsistent with any law, the invalidity of any such provision shall not affect the validity of the remainder of the provisions of this Declaration. If any provision in a definition in this Declaration is a substantive provision conferring rights or imposing obligations on any of the Purchasers then, notwithstanding that it is only in the definition clause of this Declaration, effect shall be given to it as if it were a substantive provision in the body of this Declaration. All dates and periods shall be determined by reference to the Gregorian calendar. The Preliminary and following Schedules to this Declaration are deemed to be incorporated in and form part of this Declaration: Schedules: Schedule A: Schedule B: Master Plan Deed of Adherence 2. DUTIES & OBLIGATIONS OF THE SELLER 2.1 Management Functions of the Seller The Seller shall undertake the following duties to ensure the preservation of the Common Areas: Maintain, repair, improve, manage and insure the Common Areas in the best interests of the Master Community and its constituent parts. In particular, but without prejudice to the generality of the foregoing, the Seller shall:- repair, redecorate, maintain and where necessary renew and improve, clean, landscape, garden and light the Common Areas; pay for all water, chilled water for air-conditioning purposes, electricity, telephone, gas, refuse collection and insurance charges for the Common 6

8 Areas or any part thereof and all other charges in connection with any other utilities or services provided to or incurred in connection with the Common Areas or any part thereof; (iii) (iv) (v) (vi) (vii) (viii) (ix) pay for any rates, charges, duties, taxes, assessments or outgoings of whatsoever nature imposed upon the Common Areas or any part thereof; employ such guards, establish, maintain and repair such comprehensive security systems, maintain such control centers for the protection of persons and property within the Common Areas or any part thereof and install, operate and maintain such communication systems as the Seller shall think fit; employ such administrative, professional and managerial staff and other labour, and retain the services of such lawyers, accountants, architects and other professional personnel in connection with the management and maintenance of the Common Areas and for the performance of the Seller s obligations hereunder; procure contracts and agreements in respect of the Common Areas for electricity, gas, fuel, water, chilled water for air-conditioning purposes telephone, cleaning, security, garbage disposal, landscaping, vermin extermination, grounds maintenance and other utilities and services or such of them as the Seller may deem necessary or desirable; make provision for such reasonable reserves for future or deferred repair, maintenance, replacements or improvements of the Common Areas or any part thereof as the Seller shall think fit; provide all such items of equipment, such services and facilities, and such machinery and stock-in-trade as the Seller shall from time to time think fit to provide for the benefit of the Purchasers or which are appropriate for the protection of the value and quality of the Common Areas or any part thereof; insure the Common Areas or parts thereof against such risks and for such sum as the Seller shall think fit. The Seller shall have the right to manage any other areas, structures and/or features within the Master Community for the overall benefit, orderly development, management and preservation of the Master Community and its constituent parts. 2.2 Administrative Functions of the Seller The Seller shall in general take all actions necessary to control, manage and administer the Master Community for the benefit of all Purchasers. In particular, but without prejudice to the generality of the foregoing, the Seller shall: take such action as may be necessary to enforce payment of monies due to it, including Service Charges, or compliance of obligations owed to it in whatsoever capacity by the Purchasers and each of them. ensure that this Declaration is adopted and imposed upon all parts of the Master Community. 7

9 make such Rules and Regulations not inconsistent with this Declaration: (iii) (iv) (v) for the furtherance and promotion of any of the purposes of this Declaration; as to what constitutes appropriate use of any part of the Common Areas or of a Property; as to the resolution of disputes; as to the levy and collection of Service Charge contributions; for the better management of the Common Areas and the administration and governance of the Master Community generally. (d) have the exclusive right to exploit the use of the Common Areas for commercial purposes and grant the use of the Common Areas to third parties from time to time for ad hoc purposes pursuant to the provisions of Clause Records The Seller shall ensure that proper books of account and records are kept so as to fairly explain the transactions and financial position of the Master Community including a record of all sums of money received and expended on account of the Master Community and the matters in respect of which such receipt and expenditure occur. The Seller shall cause all books of account and records to be retained for a period of five (5) years after completion of the transactions, acts or operations to which they relate. 2.4 Managing Agent The Seller shall have the power from time to time to appoint in terms of a written management agreement, a Managing Agent to control, manage, maintain and administer the Master Community and Common Areas or any aspect thereof and exercise such powers and duties as may have been entrusted to the Managing Agent, including the power to collect Service Charges and the Community Fees. The Seller shall have the right to enter into a management agreement based on any terms and conditions it deems necessary for the purposes of delegating its duties, in its sole discretion. The Purchaser shall not be entitled to raise any objection to the terms and conditions of such management agreement or the appointment of any Managing Agent. 2.5 Management Functions of the Managing Agent The Managing Agent shall undertake the following duties to ensure the preservation of the Common Facilities: Maintain, repair, improve, manage and insure the Common Facilities in the best interests of the Island and its constituent parts. In particular, but without prejudice to the generality of the foregoing, the Managing Agent shall:- repair, redecorate, maintain and where necessary renew and improve, clean, landscape, garden and light the Common Facilities; 8

10 (iii) (iv) (v) (vi) (vii) (viii) (ix) pay for all water, chilled water for air-conditioning purposes, electricity, telephone, gas, refuse collection and insurance charges for the Common Facilities or any part thereof and all other charges in connection with any other utilities or services provided to or incurred in connection with the Common Facilities or any part thereof; pay for any rates, charges, duties, taxes, assessments or outgoings of whatsoever nature imposed upon the Common Facilities or any part thereof; employ such guards, establish, maintain and repair such comprehensive security systems, maintain such control centers for the protection of persons and property within the Common Facilities or any part thereof and install, operate and maintain such communication systems as the Managing Agent shall think fit; employ such administrative, professional and managerial staff and other labour, and retain the services of such lawyers, accountants, architects and other professional personnel in connection with the management and maintenance of the Common Facilities and for the performance of the Managing Agent s obligations hereunder; procure contracts and agreements in respect of the Common Facilities for electricity, gas, fuel, water, chilled water for air-conditioning purposes telephone, cleaning, security, garbage disposal, landscaping, vermin extermination, grounds maintenance and other utilities and services or such of them as the Managing Agent may deem necessary or desirable; make provision for such reasonable reserves for future or deferred repair, maintenance, replacements or improvements of the Common Facilities or any part thereof as the Managing Agent shall think fit; provide all such items of equipment, such services and facilities, and such machinery and stock-in-trade as the Managing Agent shall from time to time think fit to provide for the benefit of the Purchasers or which are appropriate for the protection of the value and quality of the Common Facilities or any part thereof; insure the Common Facilities or parts thereof against such risks and for such sum as the Managing Agent shall think fit. The Managing Agent shall have the right to manage any other areas, structures and/or features within the Island for the overall benefit, orderly development, management and preservation of the Island and its constituent parts. 2.6 Administrative Functions of the Managing Agent The Managing Agent shall in general take all actions necessary to control, manage and administer the Island for the benefit of all Purchasers. In particular, but without prejudice to the generality of the foregoing, the Managing Agent shall: take such action as may be necessary to enforce payment of monies due to it, including Community Fees, or compliance of obligations owed to it in whatsoever capacity by the Purchasers and each of them. 9

11 ensure that any Rules and Regulations, this Declaration and any similar declarations are adopted and imposed upon all parts of the Master Community. make such Rules and Regulations it deems necessary: (iii) (iv) (v) (vi) for the furtherance and promotion of any of the purposes of this Declaration; as to what constitutes appropriate use of any part of the Common Facilities or of a Property; as to the resolution of disputes; as to the levy and collection of Community Fees contributions by Purchasers; for the better management of the Common Facilities and the administration and governance of the Island generally; for the provision of Utilities services by a specific service provider it considers appropriate for the Island and the Master Community. (d) have the exclusive right to exploit the use of the Common Facilities for commercial purposes and grant the use of the Common Facilities to third parties from time to time for ad hoc purposes, to collect revenues derived there from and to apply the net revenues towards the costs incurred by the Managing Agent in undertaking its duties and functions as set out in this Declaration. 3. BUDGET, SERVICE CHARGES AND COMMUNITY FEES 3.1 Assessment of Service Charges (d) Each Purchaser under the terms of a Musataha is deemed to covenant and agree to pay Service Charges and Community Fees in accordance with this Declaration. The Service Charge for each Purchaser shall be calculated by apportioning the above Service Charges to the Purchaser in accordance with its respective Participation Quota. Service Charges are payable by the Purchaser to the Seller in advance in equal quarterly installments on the Quarter Days in the Financial Year in which such Service Charges relate. The Seller shall review the Service Charges annually and shall issue to the Purchaser at least four (4) weeks prior to the start of each Financial Year a statement showing the total provisional Service Charges due to be paid by the Purchaser for the forthcoming Financial Year based upon the Seller s anticipated expenditure. The Service Charges are based on the general operational costs and expenses from time to time incurred or payable by the Seller in respect of the Master Community including but not limited to: repair, redecorate, maintain and where necessary renew and improve, clean, landscape, garden and light the Common Areas; pay for all water, chilled water, electricity, telephone, gas, refuse collection and insurance charges for the Common Areas or any part thereof and all other 10

12 charges in connection with any other services provided to or incurred in connection with the Common Areas or any part thereof; (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) pay for any rates, charges, duties, taxes, assessments or outgoings of whatsoever nature imposed upon the Common Areas or any part thereof; employ such guards, establish, maintain and repair such comprehensive security systems, maintain such control centers for the protection of persons and property within the Common Areas or any part thereof and install, operate and maintain such communication systems as Seller shall think fit; employ such administrative, professional and managerial staff and other labour, and retain the services of such lawyers, accountants, architects and other professional personnel in connection with the management and maintenance of the Common Areas and for the performance of Seller s obligations hereunder; procure contracts and agreements in respect of the Common Areas for electricity, gas, fuel, water, chilled water, telephone, cleaning, security, garbage disposal, landscaping, vermin extermination, grounds maintenance and other services or such of them as Seller may deem necessary or desirable; make provision for such reasonable reserves for future or deferred repair, maintenance, replacements or improvements of the Common Areas or any part thereof as Seller shall think fit; provide all such items of equipment, such services and facilities, and such machinery and stock-in-trade as Seller shall from time to time think fit to provide or which are appropriate for the protection of the value and quality of the Common Areas or any part thereof; insure the Common Areas or parts thereof against such risks and for such sum as Seller shall think fit; provision for a reserve fund for future maintenance and repairs or capital expenditure; and take such action as may be necessary to enforce compliance of obligations owed to it by Purchasers. (e) (f) A financial account of the actual Service Charges incurred by the Seller to perform the Master Community management obligations incurred in respect of each Financial Year shall be prepared by the Seller and the Seller shall endeavor to serve a copy of the said financial account on the Purchaser within two (2) month of the end of every Financial Year. The financial account shall be audited at the Purchaser s request and expense. In the event that a Purchaser s actual share of the expenses incurred by the Seller in respect of the Master Community as shown in the Statement for any Financial Year: exceeds the amount paid as Service Charge for that period, the Purchaser shall pay the excess to the Seller on demand; or 11

13 is less than the amount paid as Service Charge for that period, the Seller shall credit the excess to the Purchaser against the Service Charges payable by the Purchaser for the following Financial Year. (g) If the Seller fails to include in any Financial Year a sum expended or liability incurred during that year, the Seller may include the sum or the amount of the liability in the expenses for any subsequent Financial Year. 3.2 Enforcement of Service Charges (d) (e) (f) No Purchaser shall enjoy the privileges of usage of the Common Areas unless he shall have paid all Service Charges, the Community Fees or other sum (if any), which may be due and payable to the Seller in terms of this Declaration. In case of contingency, the Seller may from time to time, when necessary and if the reserve fund is insufficient or otherwise allocated for other purposes, make special service charge levies (the Special Service Charge ) upon the Purchasers in respect of any unforeseen expenses and such Special Service Charge may be levied and required to be payable by the Purchaser in one sum or in such installments as the Seller may determine in its own discretion. If a Purchaser fails to pay its Service Charges in full to the Seller on the due date, the Seller may place a charge on the Purchaser s title (if capable of registration) and enforce payment of the Service Charge as a secured debt (if possible) or otherwise institute an action for the recovery thereof in any competent court. Where any Property is owned in the joint names of more than one person, all the registered Purchasers of that Property shall be jointly and severally liable for the due performance of any obligation to the Seller. A Purchaser shall be liable for all legal costs, including lawyers fees, commission, expenses and other charges incurred by the Seller in obtaining the recovery of Service Charge arrears or any other arrear amounts due to it, or enforcing compliance with this Declaration or any schedule thereto. The Seller shall be entitled to charge a penalty for late payment on any arrear amounts at such reasonable rate as the Seller may from time to time determine. Penalties calculated at the determined rate are recoverable from the date on which the amount is due and payable to the date of payment. 3.3 The Community Fees shall be based on the general operational costs and expenses from time to time incurred by the Managing Agent in respect of the Common Facilities of the Island including but not limited to: repair, redecorate, maintain and where necessary renew and improve, clean, landscape, garden and light the Common Facilities; pay for all water, chilled water, electricity, telephone, gas, refuse collection and insurance charges for the Common Facilities or any part thereof and all other charges in connection with any other services provided to or incurred in connection with the Common Facilities or any part thereof; pay for any rates, charges, duties, taxes, assessments or outgoings of whatsoever nature imposed upon the Common Facilities or any part thereof; 12

14 (d) (e) (f) (g) (h) (j) (k) employ such guards, establish, maintain and repair such comprehensive security systems, maintain such control centers for the protection of persons and property within the Common Facilities or any part thereof and install, operate and maintain such communication systems as the Managing Agent shall think fit; employ such administrative, professional and managerial staff and other labour, and retain the services of such lawyers, accountants, architects and other professional personnel in connection with the management and maintenance of the Common Facilities and for the performance of the Managing Agent s obligations hereunder; procure contracts and agreements in respect of the Common Facilities for electricity, gas, fuel, water, chilled water, telephone, cleaning, security, garbage disposal, landscaping, vermin extermination, grounds maintenance and other services or such of them as the Managing Agent may deem necessary or desirable; make provision for such reasonable reserves for future or deferred repair, maintenance, replacements or improvements of the Common Facilities or any part thereof as the Managing Agent shall think fit; provide all such items of equipment, such services and facilities, and such machinery and stock-in-trade as the Managing Agent shall from time to time think fit to provide or which are appropriate for the protection of the value and quality of the Common Facilities or any part thereof; insure the Common Facilities or parts thereof against such risks and for such sum as the Managing Agent shall think fit. provision for a reserve fund for future maintenance and repairs or capital expenditure take such action as may be necessary to enforce compliance of obligations owed to it by Purchasers. 3.4 The Purchaser undertakes to pay the Community Fees in proportion to its respective Participation Quota upon demand from either the Seller or the Managing Agent in full or by installments and in advance or arrears, as may be required by the Managing Agent. 4. PURCHASERS RIGHTS AND OBLIGATIONS 4.1 General Every Purchaser is obliged to comply with: (iii) the provisions of this Declaration, its Schedules, and all Rules and Regulations pursuant to it; any agreement concluded by the Seller and/or the Managing Agent insofar as such agreement may directly or indirectly impose obligations on a Purchaser; and any directive given by the Seller and/or the Managing Agent in enforcing the provisions of this Declaration. 13

15 The Managing Agent, the Seller and every Purchaser collectively shall to the best of their ability, further the objects and interests of the wider Master Community and the Island. The Seller shall have the exclusive right to exploit the use of the Common Areas for commercial purposes and grant the use of the Common Areas to third parties from time to time for ad hoc purposes, to collect revenues derived there from and to apply the net revenues towards the costs incurred by the Seller in undertaking its diverse obligations pursuant to this Declaration. 4.2 Easements Every Purchaser shall have the right and non-exclusive easement of use, access and enjoyment in and to the Common Areas, subject to his due observance and performance of the provisions of the Declaration (including payment provisions) and any Rules and Regulations made pursuant to it. In particular, but without prejudice to the generality of the foregoing, the following rights and obligations are granted or imposed: (d) Full right and liberty for Purchasers and Occupiers and all persons authorised by them at all times by day or by night to go, pass and repass over and along the roads and pavements of the Master Community and to use the gardens and other open areas of the Master Community for their intended purpose. If the entrances, driveways or parking areas of a Property or any other property are shared, reciprocal appurtenant easements of right of way shall be created for the benefit of the Purchaser and its Occupiers and all Purchasers and Occupiers of such properties to which such entrance, driveways or parking areas are appurtenant. The Purchaser, its Occupiers and the Purchasers and Occupiers of the properties to which such easements are appurtenant (and all persons authorized by them) shall have the right at all times by day or by night to go, pass and repass on, over through and along such entrances, driveways or parking areas for the purposes of ordinary access, ingress, egress and parking. This easement is subject to such reasonable security arrangements and regulations as may be imposed by the Purchaser responsible for such entrance, driveway or parking area from time to time. Free and uninterrupted passage and running of water and main and/or chilled water pipes and/or other water pipes, gas, electricity, telephone and television cables and/or wires and air-conditioning, sewerage and drainage including storm water of any property in the Master Community to be conveyed across the Property and installations such as mini substations, master kiosks and service pillars to be installed thereon if deemed necessary by the Seller or any competent authority and in such manner and position as may from time to time be reasonably required. The Seller, its appointees, affiliates, nominees, assigns, successors or successors-in-title shall have the right of access to the Property at any reasonable time for the purpose of constructing, altering, rectifying, removing or inspecting any works in connection with the above. In the event that any podiums, parking areas or other areas or structures in the Master Community flow into each other, the Purchasers and Occupiers agree that there shall be reciprocal appurtenant easements of encroachment and for maintenance and use of any encroachment between the Property and appurtenant properties so affected. No compensation for the right of use shall be promised or received. 14

16 (e) (f) Each Purchaser shall have the obligation and responsibility to maintain any entrance, driveway and parking areas which it owns in good order and repair, in conformation with all covenants, conditions and restrictions affecting the Property and all governmental regulations, and in a manner which is consistent with the terms and provisions of this Declaration. A Property shall be held, conveyed, leased, occupied, operated and used, subject to such easements or restrictions contained in this Declaration or as imposed by any competent authority, each and all of which are for, and shall enure to, the benefit or burden of and shall pass with each and every part of the Property and shall apply to and bind the Legal Heirs, successors in title and permitted successors or assigns of the Purchaser, and each of which shall constitute covenants running with the land between the respective Purchasers of appurtenant properties. Each of the easements or restrictions reserved or granted herein shall exist in perpetuity and shall be appurtenant to each of the properties having a boundary line adjacent to the easements or restrictions. 4.3 Alienation Every Purchaser upon Alienation of his Property shall make known to his successor the contents of this Declaration and bind him as if he were a contracting party by requiring him to sign a Deed of Adherence substantially in the form attached hereto marked Schedule B. A Purchaser shall not be entitled to Alienate a Property or any interest therein without delivering the Deed of Adherence to the Seller and obtaining a Clearance Certificate from the Seller to the effect that the provisions of this Declaration, including provisions relating to the payment of Service Charges and Community Fees, have been complied with. Until compliance with the aforesaid formalities by the relevant Purchaser, the Purchaser will continue to be jointly and severally liable with his successor for the due performance of this Declaration even though his right in any Property has been transferred to another person. In the event a Purchaser is a legal entity: The Purchaser shall submit a copy of its Annual Return/Certificate of Renewal yearly within four weeks from the date of submission to/issue by the relevant authorities; and any change in the majority shareholding of the legal entity shall be deemed to be an Alienation of the Property and the Purchaser, prior to such change of shareholding, shall be required to deliver a notice, duly signed by all the Directors, to the Seller informing him of the anticipated change of shareholding and to obtain a Clearance Certificate for the same. 4.4 Rules and Regulations In order to protect the interests of every Purchaser and to ensure the maintenance and promotion of harmony in the physical and social environment of the Master Community and the Island, every Purchaser shall comply with any Rules and Regulations that may be published by the Seller and/or the Managing Agent and be in force from time to time. Such Rules and Regulation shall be equally binding upon any and all the Occupiers and the Purchasers, and the Purchasers shall procure that their Occupiers are aware of and comply with them. 15

17 5. RELATIONSHIPS WITH SELLER 5.1 General The Seller shall be obliged to pay Service Charges and Community Fees attributable to those Properties that the Seller shall continue to own and which it or its Occupiers occupy and use for their intended purpose. The full and proper performance of the Seller s obligations hereunder is conditional upon the prompt and full payment of Service Charges and Community Fees due to it by the Purchasers. The Seller reserves the right to withdraw or to vary the services that it performs hereunder from time to time to ensure as far as is reasonably possible that the expenses incurred in the provision of services by the Seller do not exceed the Service Charges actually collected by the Seller. The Seller shall not be liable for any error of judgment or for any mistake of fact or law or for anything which it may do or refrain from doing hereunder, except to the extent of the Seller s own willful misconduct, gross negligence or breach of or default under this Declaration and the Purchasers agree to indemnify and save the Seller harmless from and against all claims, damages and costs incurred in connection with its duties hereunder, except to the extent of the Seller s willful misconduct, gross negligence or breach of or default under this Declaration. 5.2 Intellectual Property, Advertising and Marketing Rights (d) (e) The Seller shall enjoy unrestricted rights with regard to the development and marketing of the Master Community and, in particular, the right to erect signage within the Master Community, and to perform all activities normally associated with the development and building operations. The Seller shall have the right to all public space advertising in and upon the Common Areas and shall set all public signage standards and controls in the Master Community generally. The Seller shall have the exclusive right to promote, manage and undertake all public events on the Common Areas and to apply the net revenues towards the costs incurred by the Seller in undertaking its diverse obligations pursuant to this Declaration. The Intellectual Property is the sole and exclusive property of the Seller and any goodwill that may develop therein, whether directly or indirectly, as a result of a Purchaser s use of the Intellectual Property shall enure solely to the benefit of and become the sole property of the Seller. Every Purchaser shall not: (iii) use any Intellectual Property without the express written authorisation of the Seller; adopt or use any intellectual property that is confusingly similar or identical to or imitation of any of the Intellectual Property; at any time use or apply to register in its own name in any part of the world any of the Intellectual Property or any intellectual property so nearly 16

18 resembling the Intellectual Property as to be likely to deceive or cause confusion; or (iv) use the Intellectual Property or any intellectual property confusingly similar thereto in any part of the world as part of any corporate business or trading name or style or domain name or register in its own name as a trading name or domain name any of the Intellectual Property or any intellectual property so nearly resembling them as to be likely to deceive or cause confusion. (f) (g) Notwithstanding anything to the contrary in the clauses set out above, the Seller may use the Purchaser s and/or the Occupier s intellectual property in the course of its promotional, advertising and marketing activities and without payment of any fee, provided such use is solely for bona fide purposes and for the promotion, advertising and marketing of the Master Community. Each Purchaser hereby expressly releases and discharges the Seller from any liability or claims for damages whatsoever arising from the Seller s use of the Purchaser s intellectual property in compliance with Clause 5.2(f). 5.3 Alienation or Change of Common Areas The Seller shall be entitled to transfer, grant or assign its rights and interests in any portion of the Common Areas at any time provided that: any third party acquiring such rights and interests in a Property shall be fully bound by the provisions of this Declaration in the place of the Seller; or the Seller is otherwise satisfied, in its sole discretion, that adequate provision has been made for the proper administration, control, maintenance and management of such property in lieu of this Declaration. (d) The Seller shall be entitled to reduce the scope of the Common Areas from time to time as necessary to reflect any transfer, grant or assignment of property pursuant to Clause 5.3 above. The Seller shall be entitled to enlarge the scope of the Common Areas from time to time as necessary to reflect the growth and development of the Master Community or the acquisition of additional lands contained within the Island by the Seller. The Seller need not furnish prior notice of any such variation in the Common Areas to the Purchasers and all Purchasers hereby consent to any such variation. The Seller shall, however: revise the Master Plan from time to time as necessary to reflect any such variation; and ensure that a current copy of the Master Plan is available for inspection by the Purchasers at all times. 6. ADDRESS FOR SERVICE 6.1 The address at which all documents and notices may be delivered to a Purchaser shall be the address of the Purchaser s Property unless the Purchaser notifies the Seller in writing of an alternative address. 17

19 6.2 It shall be competent to give any notice to a Purchaser by telefax where the Purchaser has advised the Seller in writing of his telefax number. 6.3 A Purchaser may by notice in writing to the Seller alter his address for service provided such new address shall be within the United Arab Emirates and shall not be effective until 14 (fourteen) days after receipt of such notification. 6.4 Notice shall be deemed to have been properly served on the date of disposal thereof to the Purchaser s address or elected telefax number. 7. GOVERNING LAW AND JURISDICTION This Declaration shall be governed by the Laws of the United Arab Emirates and any legal action or proceeding with respect to this Declaration shall be subject to the jurisdiction of the Courts of Abu Dhabi. DECLARED by Sorouh Real Estate PJSC, on this day of 200_ Signed: Name: 18

20 Schedule A Master Plan (to be attached) 19

21 Schedule B Deed of Adherence THIS DEED is made the day of by [the proposed new Purchaser of the Plot/Unit] of [address] WHEREAS: A. I/We have entered into or propose to take transfer of the Property or an assignment of a musataha, usufruct or lease dated [Date] and made between the Seller and [Name of Purchaser] relating to [Description Of Plot/Unit] located at Shams, Abu Dhabi, Reem Island, Abu Dhabi, United Arab Emirates. B. I/We have read and understood the Master Community Declaration ( Declaration ) and agree to be bound by its terms. NOW I/WE AGREE AS FOLLOWS: 1. Expressions defined in the Declaration shall (unless the context otherwise requires) have the same meaning when used in this Deed of Adherence. 2. I/We hereby undertake to and covenant with the Seller and all Purchasers to comply with the provisions of and to perform all the obligations in the Declaration in respect of the Property so far as they shall become due to be observed and performed on or after the date hereof. Signed: Dated: 20