NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 08 : 3776 Section 08The payment obligations of the Obligor under the Purchase Undertaking are and will be direct,unconditional, unsecured and general obligations of the Obligor and shall rank at least pari passuwith all other unsecured, unsubordinated and general obligations of the Obligor.Sale UndertakingThe Sale Undertaking will be entered into on or around 13 August 2007 by the Issuer in favour ofNIG and will be governed by English law.Pursuant to the Sale Undertaking, subject to the Issuer being entitled to redeem the relevantSeries of Trust Certificates pursuant to Condition 11.2 or 11.3, NIG may, by exercising its optionunder the Sale Undertaking and serving notice on the Issuer no later than 60 days prior to therelevant Dissolution Date, oblige the Trustee to sell all the Trustee’s rights, benefits andentitlements in and to the Relevant Mudarabah Assets on the relevant Dissolution Date. The pricepayable by NIG will be an amount equal to the outstanding face amount of the relevant Series ofTrust Certificates plus any accrued but unpaid Periodic Distribution Amounts on such date plus allamounts due to the Mudarib in respect of any Sharia compliant funding advanced by it (but whichhas not been repaid) pursuant to the terms of the Mudarabah Agreement.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.Costs UndertakingThe Costs Undertaking will be entered into on or about 13 August 2007 by NIG and will begoverned by English law. Pursuant to the Costs Undertaking, NIG will undertake to pay certainfees and expenses of, and indemnify against certain losses of, among others, the Delegate, thePrincipal Paying Agent, the Transfer Agent, the Calculation Agent and the Registrar.92