NIG Prospectus - London Stock Exchange

More documents

Recommendations

Info

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 055. THE TRUST5.1 Trust AssetsUnless otherwise specified in the Mudarabah Agreement and the applicable Final Terms, theTrust Assets will comprise:(a)(b)(c)(d)the rights, title, interest and benefit, present and future, of <strong>NIG</strong> Sukuk Ltd in, to andunder the Mudarabah Assets;the rights, title, interest and benefit, present and future, of <strong>NIG</strong> Sukuk Ltd in, to andunder the Transaction Documents;all monies standing to the credit of the Transaction Account; andany other assets, rights, cash or investments as may be specified in the applicableFinal Terms,and all proceeds of the foregoing.5.2 Application of Proceeds from the Trust AssetsPursuant to the Trust Deed, the Trustee holds the Trust Assets for and on behalf of theCertificateholders. On each Periodic Distribution Date, or on any Dissolution Date, thePrincipal Paying Agent, notwithstanding any instructions to the contrary from the Trustee,will apply the monies standing to the credit of the Transaction Account in the following orderof priority:(a)(b)(c)(d)(e)(f)(g)first, to the Delegate or any appointee thereof in respect of all amounts owing to itunder the Transaction Documents in its capacity as Delegate or such appointee;second, unless the payment is made on the Maturity Date or any Dissolution Date, tothe Mudarib to repay any Sharia compliant funding advanced by it to the Issuer on anyprevious Periodic Distribution Date to the extent that such funds have not been repaid;third, to the Principal Paying Agent for application in or towards payment pari passuand rateably of all Periodic Distribution Amounts due and unpaid;fourth, unless the payment is made on the Maturity Date or any Dissolution Date, tothe Mudarib by way of incentive fee in accordance with the Mudarabah Agreement;fifth, only if such payment is made on the Maturity Date or any Dissolution Date, tothe Mudarib to repay any Sharia compliant funding advanced by it to the Issuer on anyprevious Periodic Distribution Date to the extent that such funds have not been repaid;sixth, only if such payment is made on the Maturity Date or any Dissolution Date, tothe Principal Paying Agent in or towards payment pari passu and rateably of theDissolution Amount; andseventh, only if such payment is made on the Maturity Date or any Dissolution Date,to the Mudarib by way of incentive fee in accordance with the Mudarabah Agreement.6. COVENANTSThe Issuer has covenanted in the Master Trust Deed that, inter alia, for so long as any TrustCertificate is outstanding, it will not (without the prior written consent of the Delegate):(a)incur any indebtedness in respect of borrowed money whatsoever, or give anyguarantee in respect of any obligation of any person or issue any shares (or rights,40
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05warrants or options in respect of shares or securities convertible into or exchangeablefor shares) other than the Trust Certificates issued under the Programme;(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)secure any of its present or future indebtedness for borrowed money by any lien,pledge, charge or other security interest upon any of its present or future assets,properties or revenues (other than those arising by operation of law);sell, lease, transfer, assign, participate, exchange or otherwise dispose of, or pledge,mortgage, hypothecate or otherwise encumber (by security interest, lien (statutory orotherwise), preference, priority or other security agreement or preferentialarrangement of any kind or nature whatsoever or otherwise or permit such to occuror suffer such to exist), any part of its interest in any of the Trust Assets exceptpursuant to any Transaction Documents;use the proceeds of the issue of the Trust Certificates for any purpose other than asset out in the applicable Final Terms;amend or agree to any amendment of any Transaction Document to which it is a party,or its memorandum and articles of association, in a manner which is prejudicial to therights of holders of outstanding Trust Certificates (it being accepted that an increasein the aggregate face amount of the Programme will not be prejudicial to such rights)without (i) the prior approval of the Delegate or the Certificateholders by way ofExtraordinary Resolution and (ii) first notifying the Rating Agencies of the proposedamendments and subsequently providing the Rating Agencies with copies of therelevant executed amended Transaction Documents;exercise its option under the Purchase Undertaking except in its capacity as Trustee;act as trustee in respect of any trust other than the Trust corresponding to a Series ofTrust Certificates issued from time to time pursuant to the Programme;have any subsidiaries or employees;redeem any of its shares or pay any dividend or make any other distribution to itsshareholders;put to its directors or shareholders any resolution for or appoint any liquidator for itswinding up or any resolution for the commencement of any other bankruptcy orinsolvency proceeding with respect to it; andenter into any contract, transaction, amendment, obligation or liability other than theTransaction Documents to which it is a party or any permitted amendment orsupplement thereto or as expressly permitted or required thereunder or engage in anybusiness or activity other than:(i)(ii)(iii)as provided for or permitted in the Transaction Documents;the ownership, management and disposal of Trust Assets as provided in theTransaction Documents; andsuch other matters which are incidental thereto.7. FIXED PERIODIC DISTRIBUTION PROVISIONS7.1 ApplicationThis Condition 7 is applicable to the Trust Certificates only if the Fixed Periodic DistributionProvisions are specified in the applicable Final Terms as being applicable.41
Page 1 and 2: Level: 8 - From: 8 - Thursday, Augu
Page 5: Level: 8 - From: 8 - Thursday, Augu
Page 90 and 91:
Level: 8 - From: 8 - Thursday, Augu
Page 92 and 93:
Page 94 and 95:
Page 96 and 97:
Page 98 and 99:
Page 100 and 101:
Page 102 and 103:
Page 104 and 105:
Page 106 and 107:
Page 108 and 109:
Page 110 and 111:
Page 112 and 113:
Page 114 and 115:
Page 116 and 117:
Page 118 and 119:
Page 120 and 121:
Page 122 and 123:
Page 124 and 125:
Page 126 and 127:
Page 128 and 129:
Page 130 and 131:
Page 132 and 133:
Page 134 and 135:
Page 136 and 137:
Page 138 and 139:
Page 140 and 141:
Page 142 and 143:
Page 144 and 145:
Page 146 and 147:
Page 148 and 149:
Page 150 and 151:
Page 152 and 153:
Page 154 and 155:
Page 156 and 157:
Page 158 and 159:
Page 160 and 161:
Page 162 and 163:
Page 164 and 165:
Page 166 and 167:
Page 168 and 169:
Page 170 and 171:
Page 172 and 173:
Page 174 and 175:
Page 176 and 177:
Page 178 and 179:
Page 180 and 181:
Page 182 and 183:
Page 184 and 185:
show all

NIG Prospectus - London Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?