Prospectus-Final (clean) - Malta Financial Services Authority

in such security. "Capital Market Indebtedness" means any obligation for the payment of borrowedmoney which is in the form of, or represented or evidenced by, a certificate of indebtedness or in theform of, or represented or evidenced by, bonds, notes or other securities which are, or are capable ofbeing, quoted, listed, dealt in or traded on a stock exchange or other recognised securities market. Forthe purposes of avoiding any doubt in respect of asset-backed financings originated by the Issuer, theexpression "assets" as used in this § 3 does not include assets of the Issuer that are sold on a nonrecoursebasis determined in accordance with the civil law applicable to such transaction.in the case of Notes issued by Finance:[(2) Guarantee and Negative Pledge of the Guarantor. The Guarantor has given its unconditional andirrevocable guarantee (the "Guarantee") for the due and punctual payment of principal of, and intereston, and any other amounts payable under any Note [or Coupon] [or Receipt]. The Guarantor hasfurther undertaken in a negative pledge (the "Negative Pledge"), so long as any of the Notes remainsoutstanding, but only up to the time all amounts of principal and interest have been placed at thedisposal of the Fiscal Agent, not to grant or permit to subsist any encumbrance over any or all of itspresent or future assets, as security for any present or future Capital Market Indebtedness (as definedabove) issued or guaranteed by the Guarantor or by any other person, without at the same timehaving the Holders share equally and rateably in such security. The Guarantee and Negative Pledgeconstitute a contract for the benefit of the Holders from time to time as third party beneficiaries inaccordance with § 328 of the German Civil Code, giving rise to the right of each Holder to requireperformance of the Guarantee and the Negative Pledge directly from the Guarantor and to enforce theGuarantee and the Negative Pledge directly against the Guarantor. For the purposes of avoiding anydoubt in respect of asset-backed financings originated by the Guarantor, the expression "assets" asused in this § 3 does not include assets of the Guarantor that are sold on a non-recourse basisdetermined in accordance with the civil law applicable to such transactions. Copies of the Guaranteeand Negative Pledge may be obtained free of charge at the specified offices of each of the PayingAgents.]in the case of Fixed Rate Notes insert:§ 4Interest[(1) Rate of Interest and Interest Payment Dates. The Notes bear interest on their aggregate principalamount at the rate of [insert Rate of Interest] per cent. per annum from (and including) [insertInterest Commencement Date] to (but excluding) the Maturity Date (as defined in § 6(1)). Interestshall be payable in arrears on [insert Fixed Interest Date(s)] in each year (each such date, an"Interest Payment Date"). The first payment of interest shall be made on [insert First InterestPayment Date] [if First Interest Payment Date is not first anniversary of InterestCommencement Date insert: and will amount to [insert Initial Broken Amount(s)].] [if MaturityDate is not a Fixed Interest Date insert: Interest in respect of the period from (and including) [insertFixed Interest Date preceding the Maturity Date] to (but excluding) the Maturity Date will amount to[insert Final Broken Amount(s)].][In the case of Notes represented by Global Notes insert:(2) Accrual of Interest. The Notes shall cease to bear interest from the expiry of the day preceding theday on which they are due for redemption. If the Issuer shall fail to redeem the Notes when due,interest shall continue to accrue on the outstanding aggregate principal amount of the Notes until theexpiry of the day preceding the day of actual redemption of the Notes at the default rate of interestestablished by law. 1 ][In the case of Definitive Notes insert:(2) Accrual of Interest. The Notes shall cease to bear interest from the expiry of the day preceding theday on which they are due for redemption. If the Issuer shall fail to redeem the Notes when due,1The default rate of interest established by law is five percentage points above the basic rate of interest published byDeutsche Bundesbank from time to time, §§ 288 paragraph 1, 247 BGB (German Civil Code).132