NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08Other than its share of distributable profit from the Mudarabah and any incentive fee, the Mudaribshall not be entitled to receive any fee for acting as Mudarib.The Mudarib will agree in the Mudarabah Agreement that all payments by it under the MudarabahAgreement will be made without any deductions or withholding for or on account of any taximposed by Kuwait unless required by law and without set-off or counterclaim and, in the eventthat there is any deduction, withholding, set off or counterclaim, the Mudarib shall pay alladditional amounts as will result in the receipt by the Issuer of such net amounts as would havebeen received by it if no withholding, deduction, set-off or counterclaim had been made.Purchase UndertakingThe Purchase Undertaking will be executed on or around 13 August 2007 by the Obligor and willbe governed by English law.The Obligor will irrevocably undertake in favour of NIG Sukuk Ltd (whether in its capacity as Issueror Trustee) and the Delegate to purchase all of the NIG Sukuk Ltd’s rights, benefits andentitlements in and under the Relevant Mudarabah Assets for each Series of Trust Certificates onthe relevant Maturity Date or, if earlier, on the Dissolution Date of the relevant Series of TrustCertificates. The price payable by the Obligor shall be equal to the outstanding face amount of therelevant Series of Trust Certificates plus any accrued but unpaid Periodic Distribution Amounts onsuch date plus all amounts due to the Mudarib in respect of any Sharia compliant fundingadvanced by it (but which has not been repaid) pursuant to the terms of the MudarabahAgreement.The specific terms applicable to each such sale will be confirmed in a Sale Agreement, to beexecuted by the Issuer (including in its capacity as trustee) and the Obligor on the Dissolution Dateor, as the case may be, the Maturity Date of the relevant Series of Trust Certificates. The form ofeach such Sale Agreement is appended to the Purchase Undertaking and each such SaleAgreement will be governed by Kuwaiti law.In the Purchase Undertaking, the Obligor will undertake that, until the Trust Certificates have beenredeemed in accordance with the Conditions, it shall ensure that no indebtedness of, or anyGuarantee of indebtedness given by, it or any of its Subsidiaries will be subject to anyEncumbrance, other than a Permitted Encumbrance, upon, or with respect to, any of the presentor future business, undertaking, assets or revenues (including any uncalled capital) of the Obligoror any of its Subsidiaries unless the Obligor shall, in the case of the creation of the Encumbrance,before or at the same time and, in any other case, promptly, take any and all action necessary toensure that:(i)(ii)all amounts payable by it under the Transaction Documents are secured by the Encumbranceequally and rateably with the indebtedness; orsuch other Encumbrance or other arrangement (whether or not it includes the giving of anEncumbrance) is provided as shall be approved by the Certificateholders by an ExtraordinaryResolution or by the Delegate.For these purposes:Encumbrance means(i)(ii)a mortgage, charge, pledge, lien or other encumbrance securing any obligation of anyperson,any arrangement under which money or claims to, or the benefit of, a bank or other accountmay be applied, set off or made subject to a combination of accounts so as to effectdischarge of any sum owed or payable to any person or (iii) any other type of preferentialarrangement (including any title transfer and retention arrangement) having a similar effect.89