NIG Prospectus - London Stock Exchange

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Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05All payments made to such registered holder shall be valid and, to the extent of the sumsso paid, effective to satisfy and discharge the liability for moneys payable in respect of suchTrust Certificate or face amount.3. TRANSFERS OF TRUST CERTIFICATES AND ISSUE OF CERTIFICATES3.1 TransfersSubject to Conditions 3.4 and 3.5, a Trust Certificate may be transferred in whole or in anamount equal to the Specified Denomination or any integral multiple thereof by depositingthe Certificate of Registration issued in respect of that Trust Certificate, with the form oftransfer on the back duly completed and signed, at the specified office of the Registrar.3.2 Delivery of new Certificates of RegistrationEach new Certificate of Registration to be issued upon transfer of Trust Certificates will,within five business days of receipt by the Registrar of the duly completed form of transferendorsed on the relevant Certificate of Registration, be mailed by uninsured mail at the riskof the holder entitled to the Trust Certificate to the address specified in the form of transfer.For the purposes of this Condition, business day shall mean a day on which banks are openfor business in the city in which the specified office of the Registrar is located.Where some but not all of the Trust Certificates in respect of which a Certificate ofRegistration is issued are to be transferred, a new Certificate of Registration in respect ofthe Trust Certificates not so transferred will, within five business days of receipt by theRegistrar of the original Certificate of Registration, be mailed by uninsured mail at the riskof the holder of the Trust Certificates not so transferred to the address of such holderappearing on the Register or as specified in the form of transfer.3.3 Formalities free of chargeRegistration of transfer of Trust Certificates will be effected without charge by or on behalfof the Issuer and the Registrar but upon payment (or the giving of such indemnity as theIssuer and the Registrar may reasonably require) in respect of any tax or other governmentalcharges which may be imposed in relation to such transfer.3.4 Closed periodsNo Certificateholder may require the transfer of a Trust Certificate to be registered during theperiod of 15 days ending on a Periodic Distribution Date, the Maturity Date, a DissolutionDate or any other date on which any payment of the face amount or payment of any profitin respect of a Trust Certificate falls due.3.5 RegulationsAll transfers of Trust Certificates and entries on the Register will be made subject to thedetailed regulations concerning the transfer of Trust Certificates scheduled to the MasterTrust Deed. A copy of the current regulations will be mailed (free of charge) by the Registrarto any Certificateholder who requests one.4. STATUS AND LIMITED RECOURSE4.1 StatusEach Trust Certificate evidences an undivided beneficial ownership interest in the TrustAssets subject to the terms of the Trust Deed and these Conditions and is a limited recourse38
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05obligation of the Issuer. Each Trust Certificate ranks pari passu, without any preference orpriority, with all other Trust Certificates.4.2 Limited RecourseProceeds of the Trust Assets are the sole source of payments on the Trust Certificates. TheTrust Certificates do not represent an interest in any of the Issuer, the Trustee, the Delegate,<strong>NIG</strong>, any of the Agents or any of their respective affiliates. Accordingly, Certificateholderswill have no recourse to any assets of the Issuer (other than the Trust Assets), the Trustee(including, in particular other assets comprised in other trusts, if any), the Obligor or theMudarib (to the extent that each of them fulfils all of its obligations under the relevantTransaction Documents to which it is a party), the Delegate, the Agents or any of theirrespective affiliates in respect of any shortfall in the expected amounts from the TrustAssets.Each of the Obligor and the Mudarib is obliged to make payments under the relevantTransaction Documents to which it is a party directly to the Issuer and the Delegate, for andon behalf of the Certificateholders, and the Issuer and the Delegate will have direct recourseagainst the Obligor and the Mudarib to recover payments due to the Issuer from the Obligorand the Mudarib pursuant to such Transaction Documents.The net proceeds of the realisation of, or enforcement with respect to, the Trust Assets maynot be sufficient to make all payments due in respect of the Trust Certificates. If, followingdistribution of such proceeds, there remains a shortfall in payments due under the TrustCertificates, subject to Condition 15, no Certificateholder will have any claim against theIssuer, the Trustee, the Delegate, the Agents, the Obligor or the Mudarib (to the extent thateach fulfils all of its obligations under the relevant Transaction Documents to which it is aparty) or any of their affiliates or other assets in respect of such shortfall and any unsatisfiedclaims of the Certificateholders shall be extinguished. In particular, no Certificateholder willbe able to petition for, or join any other person in instituting proceedings for, thereorganisation, liquidation, winding up or receivership of the Issuer, the Trustee, the Obligoror the Mudarib (to the extent that each fulfils all of its obligations under the relevantTransaction Documents to which it is a party), or any of their affiliates as a consequence ofsuch shortfall or otherwise.4.3 Agreement of CertificateholdersBy purchasing the Trust Certificates, each Certificateholder agrees that notwithstandinganything to the contrary contained herein or in any other Transaction Document:(a)(b)no payment of any amount whatsoever shall be made by any of the Issuer or theTrustee or any of their respective agents on their behalf except to the extent funds areavailable therefor from the Trust Assets and further agrees that no recourse shall behad for the payment of any amount owing hereunder or under any other TransactionDocument, whether for the payment of any fee or other amount hereunder or anyother obligation or claim arising out of or based upon any Transaction Document,against any of the Issuer or the Trustee to the extent the Trust Assets have beenexhausted following which all obligations of the Issuer and the Trustee shall beextinguished; andprior to the date which is one year and one day after the date on which all amountsowing by the Issuer under the Transaction Documents have been paid in full, it will notinstitute against, or join with any other person in instituting against, the Issuer or theTrustee any bankruptcy, reorganisation, arrangement or liquidation proceedings orother proceedings under any bankruptcy or similar law.39
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NIG Prospectus - London Stock Exchange

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