NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08(subject, in each case, to being indemnified and/or secured to its satisfaction), enforce theobligations of NIG under the Master Trust Deed, the Purchase Undertaking, the MudarabahAgreement and any other Transaction Document to which NIG is a party; and(b)following the occurrence of a Dissolution Event in respect of any Series of Trust Certificatesand subject to Condition 14, it shall (i) promptly upon becoming aware of the same, notifythe Certificateholders of the occurrence of such Dissolution Event and (ii) take all such stepsas are necessary to enforce the obligations of NIG under the Master Trust Deed, thePurchase Undertaking, the Mudarabah Agreement and any other Transaction Document.A Transaction Account will be established in respect of each Series of Trust Certificates. Moniesreceived in the Transaction Account in respect of each Series will, inter alia, comprise (i) paymentsfrom the Mudarib immediately prior to each Periodic Distribution Date and (ii) amounts receivedfrom the Obligor under a Sale Agreement executed pursuant to the Purchase Undertaking or theSale Undertaking (see “Summary of the Principal Transaction Documents – Purchase Undertaking”and “– Sale Undertaking” below). The Master Trust Deed provides that all monies credited to theTransaction Account in respect of each Series will be applied in the order of priority set out inCondition 5.2.Mudarabah AgreementThe Master Mudarabah Agreement will be entered into on or around 13 August 2007 between theIssuer, the Trustee and the Mudarib and will be governed by English law. A SupplementalMudarabah Agreement between the same parties will be entered into on the Issue Date of eachSeries of Trust Certificates and will also be governed by English law.Pursuant to the Mudarabah Agreement the proceeds of the issue of the relevant Series of TrustCertificates will be applied as the capital of the relevant Mudarabah. The relevant Mudarabah willcommence on the Issue Date of the relevant Series of Trust Certificates and will end on (a) thelater of the Maturity Date and the date on which the relevant Series of Trust Certificates isredeemed in full or (b) in the event that all of the relevant Series of the Trust Certificates isredeemed prior to the Maturity Date, on the day immediately following such redemption. Therelevant capital shall be invested in accordance with an Investment Plan prepared by the Mudariband scheduled to the relevant Supplemental Mudarabah Agreement. The relevant Investment Planwill permit certain investments to be made in NIG’s business activities and will specify theanticipated net return on the capital.The Mudarabah Agreement will provide that the distributable profit generated by the relevantMudarabah will be distributed by the Mudarib to both the Rab al-Maal and the Mudarib inaccordance with the relevant pre-agreed profit-sharing percentages.Under the terms of the Mudarabah Agreement, the Mudarib will acknowledge that NIG Sukuk Ltdis entering into the relevant Supplemental Mudarabah Agreement on the basis of the projectedreturn set out in the relevant Investment Plan and will confirm that, in its view, the projected returnis attainable although it will not in any way guarantee such projected return. If the distributableprofit payable to NIG Sukuk Ltd is greater than the relevant Periodic Distribution Amount, theMudarib shall be entitled to such excess distributable profit for its own account by way of incentivefees for acting as Mudarib. If the distributable profit payable to NIG Sukuk Ltd is less than therelevant Periodic Distribution Amount, the Mudarib shall, as a separate and independentobligation, undertake to provide Sharia compliant funding to ensure that such payments may bemade. The Mudarib will be repaid such Sharia compliant funding from any funds that may beavailable on the next succeeding Periodic Distribution Date in accordance with the priority ofpayments set out in Condition 5.2.The Mudarib shall perform its duties under the Mudarabah Agreement in accordance with allapplicable laws and regulations, with the degree of skill and care that it would exercise in respectof its own assets.88