DIFC - Moody's Investors Service has assigned the following definitive ratings to three classes of Sukuk Certificates issued by Sun Finance Limited (the "Issuer"): - Aa3 to the AED 2,761,000,000 Class A Secured Sukuk Certificate due 2012 and Legal Final Maturity of 2015; - A3 to the AED 251,000,000 Class B Secured Sukuk Certificate due 2012 and Legal Final Maturity of 2015; - Baa3 to the AED 1,004,000,000 Class C Secured Sukuk Certificate due 2012 and Legal Final Maturity of 2015; Investors should be advised that the Class D Secured Sukuk Certificate described at the provisional rating assignment has not been issued but remains in the transaction as subordination, as such the ratings of the senior A, B and C notes remain unchanged. Transaction Structure The transaction is the first Islamic securitisation of the land and associated rights to payment (the "Assets") from a pool of GCC obligors. The 62 obligors (the "Obligors") are primarily GCC real estate developers who pay in scheduled instalments to purchase undeveloped land, concentrated within two real estate developments - Shams and Saraya (the "Developments") within Abu Dhabi, the capital city of the United Arab Emirates (rated Aa2). The purchase contracts were originated by Sorouh Real Estate Sorouh Real Estate PJSC (" Sorouh Sorouh "), one of the three key real estate developers in Abu Dhabi who have been granted land on preferential terms by the government. Sun Finance Limited, an SPV incorporated under the laws of Jersey, will issue three classes of AED denominated notes to fund the purchase of the Assets. The transaction involves a dual SPV structure as follows: (i) Sorouh Sorouh will transfer the land and assign the PSPA instalments and all the associated rights under the contracts to Sorouh Abu Dhabi Real Estate LLC ("PropCo"), a company incorporated in Abu Dhabi, so as to isolate the Assets from Sorouh Sorouh . (ii) The Issuer will extend an inter-company loan to PropCo; PropCo will create security interests over all of its assets in favour of the local Security Trustee acting on behalf of the Issuer. The transaction also includes two pre-funded reserves to cover (i) six months of fixed Senior Expenses of AED 6,850,000 and (ii) six months of dynamic coupon liquidity amounting (at close) to AED 101,153,000. A third reserve, the Infrastructure Fund, will be pre-funded at AED 1,735,497,644 and will be used to pay the contractors, project managers and supervising consultants appointed in relation to the infrastructure development.It should be noted that due to the Islamic nature of the transaction, and unlike typical ABS receivables transactions, there will be a transfer and registration of title of the land to PropCo. This registered transfer, as well as the assignment of the PSPA rights is governed by local Abu Dhabi law, while the remaining security documents are governed by English law. While there are some weaknesses regarding the enforceability of foreign court judgements in the UAE, such weaknesses are felt to be mitigated by the strong structural features of the transaction that provide several means of local enforcement before resorting to a foreign arbitration. The securitised assets are composed primarily of plots of land and associated rights to payment from the Obligors under the terms of 109 Plot Sale and Purchase Agreements ("PSPA"). The PSPAs were originated by Sorouh Sorouh over the course of the last 30 months in respect of land purchases in the Developments. The remaining weighted average life of the cashflows due under the PSPAs is 22 months at closing. The aggregate notional sum of instalments due is approximately AED 5.715 bn versus the rated funding raised of AED 4.016 bn. The large 42% overcollateralisation of the rated notes is due to the fact that there is no yield on the assets, hence principal will be used to pay the fixed income 'Profit' stream on the Sukuk and to cover the unrated equity tranche of the transaction. One possible risk metric is to compare the outstanding balance of the payments due, against the value of the land to be purchased. As such, this measurement is analogous to the Loan-To-Value measure commonly applied in analysing property-related transactions. Using the valuations provided along with other data and qualitative information, Moody's came to its own assessment of a stressed market value. Based on such value, the weighted average LTV on the pool is 49 % at closing. This provides a significant buffer against losses upon default of an obligor in a base case scenario. However, the current positive dynamics of the local real estate market was felt to be unsustainable in the long term. In addition, the concentration risk in the transaction (the city of Abu Dhabi) is very high. Moody's therefore applied significant stresses to the Obligors' default likelihood, recovery rate upon obligor default and correlation assumptions in its model to ensure that the expected loss on the Cert omar 1.1:zy