NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 05may be, in such manner as the Principal Paying Agent and Euroclear and/or Clearstream,Luxembourg, as the case may be, may approve for this purpose.18. MEETINGS OF CERTIFICATEHOLDERS, MODIFICATION, WAIVER, AUTHORISATIONAND DETERMINATION18.1 The Master Trust Deed contains provisions for convening meetings of Certificateholders toconsider any matter affecting their interests, including the modification or abrogation byExtraordinary Resolution of any of these Conditions or any of the provisions of the TrustDeed. The quorum at any meeting for passing an Extraordinary Resolution will be one ormore Certificateholders, proxies or representatives holding or representing in the aggregatenot less than a majority in face amount of the Trust Certificates for the time beingoutstanding, or at any adjourned such meeting one or more Certificateholders, proxies orrepresentatives present whatever the face amount of the Trust Certificates held orrepresented by him or them except that any meeting the business of which includes themodification of certain provisions of the Trust Certificates (including modifying the MaturityDate, reducing or cancelling any amount payable in respect of the Trust Certificates oraltering the currency of payment of the Trust Certificates or amending certain covenantsgiven by the Issuer in the Master Trust Deed), the quorum shall be one or more personspresent holding or representing not less than 75 per cent. in aggregate face amount of theTrust Certificates for the time being outstanding, or at any adjourned such meeting one ormore persons present holding or representing not less than 25 per cent. in aggregate faceamount of the Trust Certificates for the time being outstanding. To be passed, anExtraordinary Resolution requires a majority in favour consisting of not less than threequartersof the persons voting on a show of hands or, if a poll is duly demanded, a majorityof not less than three-quarters of the votes cast on such poll and, if duly passed, will bebinding on all Certificateholders, whether or not they are present at the meeting andwhether or not voting.18.2 The Delegate may agree, without the consent or sanction of the Certificateholders, to anymodification of, or to the waiver or authorisation of any breach or proposed breach of, any ofthese Conditions or any of the provisions of the Trust Deed or determine, without any suchconsent or sanction as aforesaid, that any Dissolution Event or Potential Dissolution Event(as defined below) shall not be treated as such, which in any such case is not, in the opinionof the Delegate, materially prejudicial to the interests of the Certificateholders or may agree,without any such consent as aforesaid, to any modification which, in its opinion, is of aformal, minor or technical nature or to correct a manifest error or an error which is, in theopinion of the Delegate, proven. In this Condition 18, Potential Dissolution Event means anevent which, with the giving of notice, lapse of time, determination of materiality orfulfilment of any other applicable condition (or any combination of the foregoing), wouldconstitute a Dissolution Event.18.3 In connection with the exercise by it of any of the powers, trusts, authorities and discretionsvested in it (including, without limitation, any modification, waiver, authorisation ordetermination), the Delegate shall have regard to the general interests of theCertificateholders as a class (but shall not have regard to any interests arising fromcircumstances particular to individual Certificateholders (whatever their number) and, inparticular but without limitation, shall not have regard to the consequences of any suchexercise for individual Certificateholders (whatever their number) resulting from their beingfor any purpose domiciled or resident in, or otherwise connected with, or subject to thejurisdiction of, any particular territory or any political sub-division thereof) and the Delegateshall not be entitled to require, nor shall any Certificateholder be entitled to claim from theDelegate or any other person, any indemnification or payment in respect of any taxconsequence of any such exercise upon individual Certificateholders except to the extentprovided in Condition 12.53