NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05the Mudarib would be obliged to pay such additional amounts if a payment to theIssuer under the Mudarabah Agreement was then due.Prior to the publication of any notice of dissolution pursuant to this paragraph, the Issuershall deliver to the Delegate (a) a certificate signed by two directors of the Issuer, which shallbe binding on the Certificateholders, stating that the Issuer is entitled to effect suchdissolution and setting forth a statement of facts showing that the conditions precedent in(i) and (ii) above to the right of the Issuer so to redeem have occurred, and (b) an opinion ofindependent legal advisers of recognised standing to the effect that the Issuer or, as thecase may be, the Mudarib has or will become obliged to pay such additional amounts as aresult of such change or amendment. Upon the expiry of any such notice as is referred to inthis Condition 11.2, the Issuer shall be bound to redeem the Trust Certificates. Upon suchredemption, the Trust will be dissolved and the Trust Certificates shall cease to representinterests in the Trust Assets and no further amounts shall be payable in respect thereof andthe Issuer and the Trustee shall have no further obligations in respect thereof.11.3 Dissolution at the Option of the IssuerIf the Optional Dissolution (Call) option is specified in the applicable Final Terms as beingapplicable, the Trust Certificates may be redeemed in whole but not in part on any OptionalDissolution Date at the relevant Optional Dissolution Amount together with PeriodicDistribution Amounts accrued (if any) to the Optional Dissolution Date on the Issuer givingnot less than 30 nor more than 60 days’ notice to the Certificateholders in accordance withCondition 17 (which notice shall be irrevocable and shall oblige the Issuer to redeem theTrust Certificates on the relevant Optional Dissolution Date). Upon such redemption, theTrust will be dissolved and the Trust Certificates shall cease to represent interests in the TrustAssets and no further amounts shall be payable in respect thereof and the Issuer and theTrustee shall have no further obligations in respect thereof.11.4 No Other Optional Early DissolutionThe Issuer shall not be entitled to redeem the Trust Certificates, and the Trustee shall not beentitled to dissolve the Trust, otherwise than as provided in Conditions 11.1, 11.2 and 11.3above.11.5 CancellationAll Trust Certificates which are redeemed will forthwith be cancelled and destroyed andaccordingly may not be held, reissued or resold.12. TAXATIONAll payments in respect of the Trust Certificates shall be made without withholding ordeduction for, or on account of, any Taxes, unless the withholding or deduction of the Taxesis required by law. In such event, the Issuer will pay to the Certificateholders additionalamounts so that the full amount which otherwise would have been due and payable underthe Trust Certificates is received by parties entitled thereto, except that no such additionalamount shall be payable to any Certificateholder:(a)(b)who is liable for such Taxes in respect of such Trust Certificate by reason of havingsome connection with any Relevant Jurisdiction other than the mere holding of suchTrust Certificate; orwhere such withholding or deduction is imposed on a payment to an individual and isrequired to be made pursuant to European Council Directive 2003/48/EC on thetaxation of savings income or any law implementing or complying with, or introducedin order to conform to, such Directive; or49