NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08(d)(e)(f)(g)(h)(i)(j)NIG takes any corporate action or other steps are taken or legal proceedings are started forits winding-up, nationalisation, dissolution, administration or re-organisation (whether byway of voluntary arrangement, scheme of arrangement or otherwise) or for the appointmentof a liquidator, receiver, administrator, administrative receiver, conservator, custodian,trustee or similar officer of it or of any substantial part or all of its revenues and assets savefor the purposes of reorganisation on terms approved by the Delegate or by an ExtraordinaryResolution; orNIG ceases to carry on the whole or a substantial part of its business save for the purposesof reorganisation on terms previously approved by the Delegate or an ExtraordinaryResolution; orNIG is unable to pay its debts as they fall due, commences negotiations with its creditorsas a whole or any one or more classes of its creditors with a view to the generalreadjustment or rescheduling of its indebtedness or makes a general assignment for thebenefit of or a composition with its creditors; orany execution or distress is levied against, or an encumbrancer takes possession of, thewhole or any substantial part of the property, undertaking or assets of NIG or any eventoccurs which under the laws of any jurisdiction has a similar or analogous effect; orNIG fails to comply with or pay any sum or sums which in aggregate amount to not less thanUS$10,000,000 due from it under any final non-appealable judgment or any final nonappealableorder made or given by any court of competent jurisdiction and such failurecontinues for a period of 30 days next following the service by the Delegate on NIG of noticerequiring the same to be paid/remedied; orby or under the authority of any government or governmental body, (A) the management ofNIG is wholly or partially displaced or the authority of NIG in the conduct of its business iswholly or partially curtailed or (B) all or a majority of the issued shares of NIG or the wholeor any part of its revenues or assets is seized, nationalised, expropriated or compulsorilyacquired; orat any time it is or becomes unlawful for NIG (acting in any capacity) to perform or complywith any or all of its obligations under or in respect of the Transaction Documents or any ofthe material (in the opinion of the Delegate) obligations of NIG (acting in any capacity)thereunder are not or cease to be legal, valid, binding and enforceable,provided, however, that (except in the case of paragraph (a), (c), (d), (e), (f) and (h) above), suchevent will only constitute an NIG Event if the Delegate has certified in writing to the Issuer thatsuch event, in the opinion of the Delegate, is materially prejudicial to the interests ofCertificateholders.For this purpose, the winding-up, dissolution or administration of a company or corporationshall be construed so as to include any equivalent or analogous proceedings under the law of thejurisdiction in which such company or corporation is incorporated or any jurisdiction in which suchcompany or corporation carries on business including the seeking of liquidation, winding-up,reorganisation, dissolution, administration, arrangement, adjustment, protection or relief ofdebtors.The Obligor will agree in the Purchase Undertaking that all payments by it under the PurchaseUndertaking will be made without any deduction or withholding for or on account of tax unlessrequired by law and without set-off or counterclaim and, in the event that there is any deduction,withholding, set off or counterclaim, the Obligor shall pay all additional amounts as will result inthe receipt by the Issuer of such net amounts as would have been received by it if no withholding,deduction, set-off or counterclaim had been made.91