NIG Prospectus - London Stock Exchange

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,NIG, 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