Base Prospectus - Malta Financial Services Authority

(ii)
(iii)
(iv)
(v)
(vi)
Solvency
The Issuer shall be ‘‘Solvent’’ (any determination of such status being a determination of
‘‘Solvency’’) if:
(a) it is able to pay its debts as they fall due; and
(b) its Assets exceed its Liabilities (other than its Liabilities to Persons who are not
Senior Creditors).
A report as to the Solvency of the Issuer by two (2) members of the board of directors
of the Issuer or accountants of international repute appointed by the board of directors
of the Issuer or (if the Issuer is in liquidation, dissolution, administration or other windingup
in the Kingdom of Norway) its board of administration shall in the absence of proven
error be treated and accepted by the Issuer, the Trustee and the Noteholders and
Couponholders as correct and sufficient evidence thereof.
No Set-off
No Noteholder or Couponholder that shall in any respect be indebted to the Issuer shall
be entitled to exercise any right of set-off or counterclaim in respect of amounts arising
under or in connection with the Notes, the Receipts or the Coupons against moneys
owed to the Issuer in respect of such indebtedness.
Liquidation, Dissolution or Winding-Up
If at any time the Issuer is liquidated, dissolved or otherwise wound-up (other than
pursuant to a merger) by way of public administration, there shall be payable on the
Notes and the Coupons (in lieu of any other payment, but subject as provided in this
Condition 3) such amounts, if any, as would have been payable to the Noteholders and
the Couponholders if, on the day prior to the commencement of the liquidation,
dissolution or winding-up and thereafter, they were the holders of securities having a
preferential right to a return of assets in the liquidation, dissolution or winding-up, as the
case may be, over the holders of all share capital for the time being in the capital of the
Issuer, on the assumption that such securities were entitled to receive on a return of
capital in such liquidation, dissolution or winding-up, in respect of the principal amount of
the Notes an amount equal to the principal amount of the Notes and, in the case of
interest on the Notes, an amount equal to interest accrued to but excluding the date of
repayment and any Arrears of Interest and any Additional Interest Amount, and where
such amounts ranked at least pari passu with any other Undated Subordinated
Indebtedness.
Limitation on other Undated Subordinated Indebtedness
The Issuer shall not, without the prior approval of an Extraordinary Resolution of the
Noteholders, incur, create, assume, grant or permit to be outstanding any Undated
Subordinated Indebtedness (whether actual or contingent) unless such Undated
Subordinated Indebtedness is subordinated in right of payment, subject to applicable law,
in the event of liquidation, dissolution or other winding-up of the Issuer by way of public
administration so as to rank pari passu with or junior to the claims of the Noteholders
and the Couponholders.
Definitions
In these Terms and Conditions, the following terms shall bear the following meanings:
‘‘Assets’’ means, at any time, the non-consolidated total assets of the Issuer, as shown
by the then latest published audited balance sheet of the Issuer, but adjusted for
contingencies and for subsequent events, all valued in such manner as the members of
the board of directors of the Issuer or the board of administration of the Issuer (as the
case may be) may determine.
‘‘Capital Adequacy Requirements’’ has the meaning specified in the definition of
Optional Interest Payment Date.
‘‘Governmental Authority’’ means the government of any jurisdiction in which the Issuer
conducts all or any part of its business (including, without limitation, the government of
the Kingdom of Norway and all other countries and all political subdivisions thereof), or
that asserts any jurisdiction over the conduct of the affairs, or the Property, of the Issuer
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