NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:18 pm – mac5 – 3776 Section 05 : 3776 Section 0518.4 Any modification, abrogation, waiver, authorisation or determination shall be binding on allthe Certificateholders and shall be notified by the Issuer to the Certificateholders as soon aspracticable thereafter in accordance with Condition 17.19. INDEMNIFICATION AND LIABILITY OF THE DELEGATE19.1 The Trust Deed contains provisions for the indemnification of the Delegate in certaincircumstances and for its relief from responsibility, including provisions relieving it fromtaking action unless indemnified and/or secured to its satisfaction.19.2 The Delegate makes no representation and assumes no responsibility for the validity,sufficiency or enforceability of the obligations of the Obligor or the Mudarib under anyTransaction Document and shall not under any circumstances have any liability or be obligedto account to the Certificateholders in respect of any payment which should have beenmade by the Obligor or the Mudarib, but is not so made, and shall not in any circumstanceshave any liability arising from the Trust Assets other than as expressly provided in theConditions or in the Trust Deed.19.3 Each of the Delegate and the Trustee is exempted from (i) any liability in respect of any lossor theft of the Trust Assets or any cash, (ii) any obligation to insure the Trust Assets or anycash and (iii) any claim arising from the fact that the Trust Assets or any cash are held by oron behalf of the Trustee or on deposit or in an account with any depository or clearingsystem or are registered in the name of the Trustee or its nominee, unless such loss or theftarises as a result of default or misconduct of the Delegate or the Trustee, as the case maybe.19.4 Subject to Condition 14 and Condition 15, the Delegate waives any right to be indemnifiedby the Certificateholders in circumstances where the Trust Assets are insufficient therefor.20. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999to enforce any term of the Conditions, but this does not affect any right or remedy of anyperson which exists or is available apart from that Act.21. GOVERNING LAW AND SUBMISSION TO JURISDICTIONThe Trust Deed is governed by, and will be construed in accordance with, English law.The Issuer has in the Trust Deed irrevocably and unconditionally agreed that the courts ofEngland are to have exclusive jurisdiction to settle any dispute which may arise out of or inconnection with the Trust Deed (Proceedings) and has accordingly submitted to theexclusive jurisdiction of the English courts. This submission is made for the benefit of theDelegate and the Certificateholders and shall not limit the right of any of them to takeProceedings in any other court of competent jurisdiction, nor shall the taking of Proceedingsin one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction(whether concurrently or not).The Issuer has also agreed to waive any objection to the Proceedings on the grounds thatthey are an inconvenient or inappropriate forum.Without limiting the rights of the Certificateholders under this Condition, any dispute arisingfrom or connected with the Trust Certificates (including any dispute regarding the existence,validity or termination of the Trust Certificates (each a Dispute)) may be referred by anyCertificateholder to arbitration in London in accordance with the rules of the London Courtof International Arbitration (the Rules), the Rules being incorporated into this Condition byreference. The number of arbitrators shall be three and the arbitration shall be conducted inEnglish. Any arbitration award so made shall be binding.54