NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05(c)(d)references to Trust Certificates being “outstanding” shall be construed in accordancewith the Master Trust Deed; andany reference to a Transaction Document shall be construed as a reference to thatTransaction Document as amended and/or supplemented up to and including theIssue Date.2. FORM, DENOMINATION AND TITLE2.1 Form and DenominationThe Trust Certificates are issued in registered form in the Specified Denominations and, inthe case of Trust Certificates in definitive form, are serially numbered.For so long as any of the Trust Certificates is represented by a Global Trust Certificate heldon behalf of Euroclear Bank S.A./N.V. (Euroclear) and/or Clearstream Banking, sociétéanonyme (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream,Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream,Luxembourg as the holder of a particular face amount of such Trust Certificates (in whichregard any certificate or other document issued by Euroclear or Clearstream, Luxembourgas to the face amount of such Trust Certificates standing to the account of any person shallbe conclusive and binding for all purposes save in the case of manifest error) shall be treatedby the Issuer, the Trustee, the Delegate, NIG and the Agents as the holder of such faceamount of such Trust Certificates for all purposes other than with respect to payment inrespect of such Trust Certificates, for which purpose the registered holder of the Global TrustCertificate shall be treated by the Issuer, the Trustee, the Delegate, NIG and any Agent asthe holder of such face amount of such Trust Certificates in accordance with and subject tothe terms of the relevant Global Trust Certificate and the expressions Certificateholder andholder in relation to any Trust Certificates and related expressions shall be construedaccordingly.Trust Certificates which are represented by a Global Trust Certificate will be transferable onlyin accordance with the rules and procedures for the time being of Euroclear andClearstream, Luxembourg, as the case may be.References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context sopermits, be deemed to include a reference to any additional or alternative clearing systemspecified in the applicable Final Terms.2.2 Register2.3 TitleThe Registrar will maintain a register (the Register) of Certificateholders in respect of theTrust Certificates in accordance with the provisions of the Agency Agreement. In the caseof Trust Certificates in definitive form, a certificate of registration (each a Certificate ofRegistration) will be issued to each Certificateholder in respect of its entire registeredholding of Trust Certificates.The Issuer, the Trustee, the Delegate, NIG and the Agents may (to the fullest extentpermitted by applicable laws) deem and treat the person in whose name any outstandingTrust Certificate is for the time being registered (as set out in the Register) as the holder ofsuch Trust Certificate or of a particular face amount of the Trust Certificates for all purposes(whether or not such Trust Certificate or face amount shall be overdue and notwithstandingany notice of ownership thereof or of trust or other interest with regard thereto, and anynotice of loss or theft or any writing thereon), and the Issuer, the Trustee, the Delegate, NIGand the Agents shall not be affected by any notice to the contrary.37