Obligation Deutsche Bank (London Branch) 0% ( XS0123199167 ) en EUR

Deutsche Bank (London Branch)

100 % ▲

Allemagne

XS0123199167 ( en EUR )

30/12/2040

Prospectus brochure de l'obligation Deutsche Bank (London Branch) XS0123199167 en EUR 0%, échéance 30/12/2040

1 000 EUR

48 006 000 EUR

L'Obligation émise par Deutsche Bank (London Branch) ( Allemagne ) , en EUR, avec le code ISIN XS0123199167, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/12/2040

The date of this Programme Memorandum is 8 July 2004.
CLASS Limited
(Incorporated with limited liability in Jersey)
U.S.$5,000,000,000 Secured Note Programme
The Issuer accepts full responsibility for the accuracy of the information contained in this listing document and confirms, having made reasonable
enquiry, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement within the listing document
misleading.
Under the U.S.$5,000,000,000 Secured Note Programme (the "Programme") described in this Programme Memorandum, CLASS Limited (the "Issuer") subject to
compliance with all relevant laws, regulations and directives, may from time to time issue Secured Notes (the "Notes") and/or incur other secured limited recourse
indebtedness as more fully described in "Summary of the Programme" - "Alternative Investments") and in conjunction therewith may from time to time buy, sell or
enter into options, swaps or repurchases, substantially on the terms set out herein, as supplemented in respect of each issue by a memorandum supplementary
hereto (each a "Supplemental Programme Memorandum"). The aggregate principal amount of Notes and Alternative Investments outstanding will not at any time
exceed U.S.$5,000,000,000. This Programme Memorandum replaces and supersedes any other Programme Memorandum previously issued in respect of the
Programme.
Notes will be issued in Series (as defined in "Summary of the Programme") and, unless otherwise stated in the relevant Supplemental Programme Memorandum,
each Series will be secured by a first fixed charge on and/or an assignment of and/or other security interest in favour of the Trustee (as defined in the relevant trust
instrument (the "Trust Instrument")) over or in respect of certain bonds, notes, warrants, options, swaps, loans or any other financial obligations assigned to or
acquired by the Issuer or any other agreed assets (the "Collateral") owned or entered into by the Issuer and by a first fixed charge in favour of the Trustee over the
Issuer's right to all funds held from time to time by the Agents (as defined herein) for payments due under the Notes of such Series and may also be secured by an
assignment in favour of the Trustee of the Issuer's rights under an interest rate and/or currency and/or other exchange agreement (the "Swap Agreement") or a
repurchase agreement (the "Repurchase Agreement") and/or a credit support document (the "Credit Support Document"), together with such additional security, if
any, as may be described in the relevant Supplemental Programme Memorandum (together the "Mortgaged Property"). The respective rankings for priority of the
interests of the holders of the Notes of such Series and of the counterparty to the relevant Swap Agreement (the "Counterparty") and each other party entitled to the
benefit of such first fixed charge and/or assignment and/or other security interest in favour of the Trustee (each a "Secured Party") in the proceeds of such first fixed
charge and/or assignment and/or other security interest shall be specified in the relevant Supplemental Programme Memorandum. The obligations of the Issuer
under a Swap Agreement to the Counterparty to such Swap Agreement, may also be secured by certain assets comprised in the Mortgaged Property. Claims against
the Issuer by holders of the Notes of a particular Series and, if applicable, each Counterparty and each Secured Party will be limited to the Mortgaged Property
applicable to that Series. If the net proceeds of the enforcement of the Mortgaged Property for a Series are not sufficient to make all payments due in respect of the
Notes and Coupons (if any) of that Series and, if applicable, due to each Counterparty and each Secured Party, no other assets of the Issuer will be available to meet
such shortfall and the claims of holders of the Notes and, if applicable, any such Counterparty or Secured Party in respect of any such shortfall shall be extinguished.
The Issuer may from time to time issue further Notes on the same terms as existing Notes and such further Notes shall be consolidated and form a single series with
such existing Notes; provided that unless otherwise approved by Extraordinary Resolution of Noteholders of the relevant Series, the Issuer provides additional assets
as security for such further Notes and such existing Notes in accordance with Condition 15.
Alternative Investments will be secured in the manner set out above in relation to Notes or in such other manner as may be set out in the relevant Supplemental
Programme Memorandum. In all cases the recourse of the creditors in respect of such Alternative Investments and, if applicable, each Counterparty and each
Secured Party, will be limited in the manner set out above in relation to Notes.
Application has been made for certain Series of Notes or Alternative Investments issued under the Programme to be listed on the Luxembourg Stock Exchange or
any other Stock Exchange. However, unlisted Notes and Alternative Investments may also be issued pursuant to the Programme. The relevant Supplemental
Programme Memorandum in respect of a Series will specify whether or not such Notes or Alternative Investments will be listed on the Luxembourg Stock Exchange
(or any other Stock Exchange) during the period of 12 months from the date of this Programme Memorandum. The aggregate principal amount of, interest (if any)
payable in respect of, the issue price of, the issue date of and maturity date (if any) of, the Mortgaged Property, and any other terms and conditions not contained
herein which are applicable to each Series of Notes or to any Alternative Investments will be set forth in the relevant Supplemental Programme Memorandum which,
with respect to Notes or Alternative Investments to be listed, will be delivered to the relevant Stock Exchange on or before the issue date of the Notes or Alternative
Investments.
Notes to be issued in bearer form ("Bearer Notes" comprising a "Bearer Series") will initially be represented by interests in a temporary Global Note or by a permanent
Global Note, in either case in bearer form (each a "Temporary Global Note" and a "Permanent Global Note", respectively), without interest coupons, which may be
deposited with a common depositary on behalf of Euroclear S.A./N.V., as operator of the Euroclear System ("Euroclear") and Clearstream, Banking, société anonyme
("Clearstream, Luxembourg"), or such other clearing system as may be specified in the relevant Supplemental Programme Memorandum, on the relevant issue date.
The provisions governing the exchange of interests in Global Notes for bearer notes in definitive form ("Definitive Bearer Notes") are described in "Summary of
Provisions Relating to Notes While in Global Form". Notes to be issued in registered form ("Registered Notes" comprising a "Registered Series") and which are sold
in an "offshore transaction" within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), will be represented by
interests in a permanent global certificate (each a "Global Certificate"), without interest coupons, which will be registered in the name of a nominee for, and shall be
deposited on its issue date with a common depositary on behalf of, Euroclear and Clearstream, Luxembourg, or, if Notes of such Series are also to be offered and
sold in the United States or to or for the account or benefit of U.S. persons, by a Global Certificate (a "DTC Regulation S Global Certificate") which will be deposited
with or on behalf of The Depository Trust Company ("DTC") for the accounts of Euroclear and Clearstream, Luxembourg; provided however, that if so specified in the
applicable Supplemental Programme Memorandum, a Registered Series, all or a portion of which is to be offered or sold to or for the account or benefit of U.S.
persons (as defined in Regulation S), may be issued either (i) in fully registered definitive form (each an "Individual Certificate") which will not be eligible for trading in
any clearing system or (ii) in the form of one or more fully registered global notes (each, a "DTC Global Certificate") which will be deposited with or on behalf of DTC
and registered in the name of its nominee. The DTC Regulation S Global Certificate will be exchangeable for Definitive Bearer Notes only in certain circumstances.
See "Summary of Provisions Relating to Notes While in Global Form - Special Provisions Relating to DTC Global Certificates" herein. The form of any Alternative
Investments will be as specified in the relevant Supplemental Programme Memorandum.
THE NOTES AND ALTERNATIVE INVESTMENTS WILL BE OBLIGATIONS SOLELY OF THE ISSUER AND WILL NOT BE GUARANTEED BY, OR BE THE
RESPONSIBILITY OF, ANY OTHER ENTITY.
The attention of investors is drawn to the sections headed "Investor Suitability" on page 7 and "Investment Considerations" on page 8 of this Programme
Memorandum.
Arranger
Deutsche Bank AG London

The Issuer accepts responsibility for the information contained in this Programme Memorandum.
To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to
ensure that this is the case), the information contained in this Programme Memorandum is in
accordance with the facts and does not omit anything likely to affect the import of such
information. The delivery of this Programme Memorandum at any time does not imply any
information contained herein is correct at any time subsequent to the date hereof.
No person has been authorised to give any information or to make any representation other than
those contained in this Programme Memorandum and/or in the relevant Supplemental
Programme Memorandum in connection with the issue or sale of the Notes and Alternative
Investments and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or the Arranger (as defined in "Summary of the
Programme").
This Programme Memorandum is to be read in conjunction with all the documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference").
This Programme Memorandum does not constitute an offer of, or an invitation by or on behalf of
the Issuer or the Arranger to subscribe for, or purchase, any Notes or Alternative Investments.
The distribution of this Programme Memorandum and the offering or sale of the Notes or
Alternative Investments in certain jurisdictions may be restricted by law. Persons into whose
possession this Programme Memorandum comes are required by the Issuer and the Arranger to
inform themselves about and to observe any such restriction. The Notes and Alternative
Investments have not been and will not be registered under the U.S. Securities Act of 1933 as
amended (the "Securities Act") and may include Notes or Alternative Investments in bearer form
that are subject to U.S. tax law requirements. The Issuer has not registered and will not register
as an "investment company" under the U.S. Investment Company Act of 1940, as amended (the
"Investment Company Act"). Consequently, the Notes and the Alternative Investments may not
be offered, sold, resold, delivered or transferred within the United States or to, or for the account
or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act)
except in accordance with the registration requirements of the Securities Act or an exemption
therefrom and under circumstances that will not require the Issuer to register under the
Investment Company Act. For a description of certain restrictions on offers and sales of Notes
and Alternative Investments and on distribution of this Programme Memorandum, see
"Subscription and Sale and Transfer Restrictions".
Neither the Arranger nor the Trustee has separately verified the information contained herein and
accordingly neither the Arranger nor the Trustee makes any representation, recommendation or
warranty, express or implied, regarding the accuracy, adequacy, reasonableness or
completeness of the information contained herein or in any further information, notice or other
document which may at any time be supplied in connection with the Notes and the Alternative
Investments or their distribution and none of them accepts any responsibility or liability therefor.
Neither the Arranger nor the Trustee undertakes to review the financial condition or affairs of the
Issuer during the life of the arrangements contemplated by this Programme Memorandum nor to
advise any investor or potential investor in the Notes or the Alternative Investments of any
information coming to the attention of either the Arranger or the Trustee.

NOTICE TO NEW HAMPSHIRE RESIDENTS:
NEITHER THE FACT THAT A REGISTRATION STATEMENT NOR AN APPLICATION FOR A
LICENCE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE OR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED
IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF
STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSONS,
SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION
INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
The Jersey Financial Services Commission has given and has not withdrawn, its consent under
Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Notes by the Issuer.
It must be distinctly understood that, in giving this consent the Jersey Financial Services
Commission does not take any responsibility for the financial soundness of the Issuer or for the
correctness of any statements made, or opinions expressed, with regard to it. The Jersey
Financial Services Commission is protected by the Borrowing (Control) (Jersey) Law 1947, as
amended, against liability arising from the discharge of its functions under that law.
The directors of the Issuer have taken all reasonable care to ensure that the facts stated in this
document are true and accurate in all material respects, and that there are no other facts the
omission of which would make misleading any statement in the document, whether of facts or of
opinion. All the directors accept responsibility accordingly.
AVAILABLE INFORMATION
So long as any of the Notes or Alternative Investments are "restricted securities" within
the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will, unless it becomes
subject to and complies with the reporting requirements of Section 13 or 15(d) of the
Exchange Act or the information furnishing requirements of Rule 12g3-2(b) thereunder,
provide to any holder or beneficial owner of Notes or Alternative Investments that are
restricted securities, or to any prospective purchaser of Notes or Alternative Investments
that are restricted securities designated by a holder or beneficial owner, upon the request
of such holder, beneficial owner or prospective purchaser, the information required to be
provided by Rule 144A(d)(4) under the Securities Act. Such information is available free of
charge at the specified office of the Paying Agent in Luxembourg.
In this Programme Memorandum, unless otherwise specified or the context otherwise requires,
references to "dollars", and "U.S. dollars", "USD" and "U.S.$" are to United States dollars and
references to "euro", "EUR" or "" are to the lawful currency of member states of the European
Union that adopt the single currency in accordance with the Treaty establishing the European
Community as amended by the Treaty of European Union as amended by the Treaty of
Amsterdam.
In connection with any Series of Notes, or any Alternative Investments, the Arranger (if any)
disclosed as a stabilising agent (the "Stabilising Agent") in the relevant Supplemental Programme
Memorandum may over-allot or effect transactions which with a view to supporting the market
price of the Notes or Alternative Investments at a level higher than that which might otherwise
prevail for a limited period after the issue date. However, there may be no obligation on the
Stabilising Agent to do this. Such stabilising, if commenced, may be discontinued at any time,
3

must be brought to an end after a limited period and will be carried out in accordance with
applicable laws and regulations.
The investments described in this document do not constitute a collective investment fund
for the purpose of the Collective Investment Funds (Jersey) Law 1988, as amended, on the
basis that they are investment products designed for financially sophisticated investors
with specialist knowledge of, and experience of investing in, such investments, who are
capable of fully evaluating the risks involved in making such investments and who have an
asset base sufficiently substantial as to enable them to sustain any loss that they might
suffer as a result of making such investments. These investments are not regarded by the
Jersey Financial Services Commission as suitable investments for any other type of
investor.

Any individual intending to invest in any investment described in this document should
consult his professional adviser and ensure that he fully understands all the risks
associated with making such an investment and has sufficient financial resources to
sustain any loss that may arise from it.

4

Table of Contents
Page
INVESTOR SUITABILITY ............................................................................................................. 6
INVESTMENT CONSIDERATIONS.............................................................................................. 7
DOCUMENTS INCORPORATED BY REFERENCE..................................................................... 9
SUMMARY OF THE PROGRAMME ........................................................................................... 10
TERMS AND CONDITIONS OF THE NOTES ............................................................................ 16
SUMMARY OF PROVISIONS RELATING TO NOTES WHILE IN GLOBAL FORM.................... 58
USE OF PROCEEDS ................................................................................................................. 66
DESCRIPTION OF THE ISSUER ............................................................................................... 67
JERSEY TAXATION................................................................................................................... 74
SUBSCRIPTION AND SALE AND TRANSFER RESTRICTIONS............................................... 75
GENERAL INFORMATION......................................................................................................... 83

5

INVESTOR SUITABILITY
Prospective investors should determine whether an investment in the Issuer is appropriate in their
particular circumstances and should consult with their legal, business and tax advisers to
determine the consequences of an investment in any Notes or Alternative Investments and to
arrive at their own evaluation of the investment.
Attention is drawn, in particular, to "Investment Considerations" below.
Investment in the Notes and Alternative Investments is only suitable for investors who:
(1)
have the requisite knowledge and experience in financial and business matters, and
access to, and knowledge of, appropriate analytical resources, to evaluate the information
contained in this Programme Memorandum and the relevant Supplemental Programme
Memorandum and the merits and risks of an investment in the Issuer in the context of
such investors' financial position and circumstances;
(2)
are capable of bearing the economic risk of an investment in the Issuer for an indefinite
period of time;
(3)
are acquiring the Notes or Alternative Investments for their own account for investment,
not with a view to resale, distribution or other disposition of the Notes or Alternative
Investments (subject to any applicable law requiring that the disposition of the investor's
property be within its control);
(4)
recognise that it may not be possible to make any transfer of the Notes or Alternative
Investments for a substantial period of time, if at all; and
(5)
are banks, investment banks, pension funds, insurance companies, securities firms,
investment institutions, central governments, large international or supranational
organisations or other entities, including inter alia treasuries and finance companies of
large enterprises which are active on a regular and professional basis in the financial
markets for their own account.
6

INVESTMENT CONSIDERATIONS
General
Purchasers of Notes or Alternative Investments should conduct such independent investigation
and analysis regarding the Issuer, the Collateral, the security arrangements, the Notes and
Alternative Investments, each Counterparty, each party to any Swap, Repurchase or other
Agreement entered into in respect of any Notes or Alternative Investments and all other relevant
market and economic factors as they deem appropriate to evaluate the merits and risks of an
investment in the Notes or Alternative Investments. The Issuer, the Arranger and the Trustee
disclaim any responsibility to advise purchasers of Notes or Alternative Investments of the risks
and investment considerations associated with the purchase of the Notes or Alternative
Investments as they may exist at the date hereof or from time to time thereafter. However, as
part of such independent investigation and analysis, prospective purchasers of Notes or
Alternative Investments should consider all the information set forth in this Programme
Memorandum and the relevant Supplemental Programme Memorandum, including the
considerations set forth below.
Illiquid Collateral
The Collateral may comprise or include privately placed, unlisted securities or domestic securities
or other assets which are not admitted to any trading market and which are not readily realisable.
Credit Risk of Counterparties
In certain cases the security for the Notes or Alternative Investments may be limited to the claims
of the Issuer against the Counterparty to a Swap, Repurchase or other Agreement.
No Secondary Market
There can be no assurance that a secondary market in respect of any of the Notes and
Alternative Investments will develop.
Limited Recourse
The Notes are secured, limited recourse obligations of the Issuer, ranking pari passu without any
preference among themselves and secured in the manner described in paragraph 18 of the
Terms and Conditions of the Notes. Recourse in respect of the Notes will be limited to the
Mortgaged Property relating to the Notes. Claims of Noteholders and any counterparty to a Swap
Agreement in respect of the Notes and any other persons entitled to the benefit of the security for
such Series shall rank in accordance with the priorities specified in the relevant Trust Instrument
and in the relevant Supplemental Programme Memorandum.
Country and Regional Risk
The price and value of the Collateral may be influenced by the political, financial and economic
stability of the country and/or region in which the issuer of or obligor in respect of the Collateral is
incorporated or has its principal place of business or of the country in the currency of which the
Collateral is denominated. In certain cases the price and value of assets originating from
countries not ordinarily considered to be emerging markets countries may behave in a manner
similar to those of assets originating from emerging markets countries.
7

Emerging Markets
The assets comprising the Collateral or, as the case may be, to which the return on any Series of
Notes may be linked may originate from an emerging markets country. Investing in securities
issued by entities in emerging markets countries or in securities, the return on which is linked to
such securities involves certain systemic and other risks and special considerations which
include:
(1)
the prices of emerging markets assets may be subject to sharp and sudden
fluctuations and declines;
(2)
emerging markets securities and other assets tend to be relatively illiquid. Trading
volume may be lower than in debt of higher grade credits. This may result in wide
bid/offer spreads prevailing in adverse market conditions. In addition, the sale or
purchase price quoted for a portion of the Collateral may be better than can
actually be obtained on the sale of the entire holding of the Collateral;
(3)
published information in or in respect of emerging markets countries and the
issuers of or obligors in respect of emerging markets securities or other assets has
been proven on occasions to be materially inaccurate;
(4)
in certain cases the holders of Notes or Alternative Investments may be exposed to
the risk of default by a sub-custodian in an emerging markets country;
(5)
realisation of Collateral comprising emerging markets securities or other assets
may be subject to restrictions or delays arising under local law; and
(6)
issuers of emerging markets securities and/or governmental authorities in
emerging markets jurisdictions have sometimes sought to restructure their debt
obligations during times of economic crisis, including postponing and rescheduling
debt obligations and making repayment of existing debt obligations conditional on
investors' providing new funds for further newly issued debt obligations.
Further Issues of Notes by the Issuer
Where the Issuer issues Further Notes pursuant to Condition 15 of the Terms and Conditions of
the Notes herein, the method of calculation used by the Issuer to provide additional security for
such Further Notes could affect the value of the original security provided for the Notes.
THE CONSIDERATIONS SET OUT ABOVE ARE NOT, AND ARE NOT INTENDED TO BE, A
COMPREHENSIVE LIST OF ALL CONSIDERATIONS RELEVANT TO A DECISION TO
PURCHASE OR HOLD ANY NOTES OR ALTERNATIVE INVESTMENTS.
8

DOCUMENTS INCORPORATED BY REFERENCE
This Programme Memorandum should be read and construed in conjunction with each relevant
Supplemental Programme Memorandum and the most recently published accounts of the Issuer
from time to time (if any), which shall be deemed to be incorporated in, and to form part of, this
Programme Memorandum and which shall be deemed to modify or supersede the contents of this
Programme Memorandum to the extent that a statement contained in any such document is
inconsistent with such contents. Copies of any or all of the documents which are incorporated
herein by reference will be available free of charge from the specified offices of the Listing Agents
and from the specified office(s) of the Issuing and Paying Agent(s) (in respect of each Series).
9

SUMMARY OF THE PROGRAMME
The following summary is qualified in its entirety by the remainder of this Programme
Memorandum and, in relation to each Series and each issue of Alternative Investments, the
Supplemental Programme Memorandum relating to such Series or Alternative Investments.
Words and expressions defined or used in "Terms and Conditions of the Notes" or in the relevant
Supplemental Programme Memorandum shall have the same meaning herein.
Issuer:
CLASS Limited.
Description:
U.S.$5,000,000,000 Secured Note Programme.
Size:
Up to U.S.$5,000,000,000 (or the equivalent in other currencies at
the date of issue) aggregate principal amount of Notes or Alternative
Investments outstanding at any one time.
Arrangers:
Deutsche Bank AG London or as otherwise specified in the relevant
Supplemental Programme Memorandum.
Mortgaged Property:
The Notes of each Series will be secured in the manner set out in
Condition 4 of the Terms and Conditions of the Notes, including
(unless otherwise stated in the relevant Supplemental Programme
Memorandum) a first fixed charge and/or assignment of and/or
security interest over or in respect of certain Collateral (as specified
in the relevant Supplemental Programme Memorandum) and a first
fixed charge over the Issuer's interest in funds held by the Agents (as
defined in the Terms and Conditions of the Notes) under the Agency
Agreement (as so defined) to meet payments due in respect of the
Notes of that Series. Each Series may also be secured by an
assignment of the Issuer's rights under a Swap Agreement and/or
Purchase Agreement and/or Repurchase Agreement and/or Credit
Support Document, together with such additional security as may be
described in the relevant Supplemental Programme Memorandum.
Other Secured Parties:
If so specified in the relevant Supplemental Programme
Memorandum, any of the Counterparty under any Swap Agreement,
the Custodian, the Agent and the Registrar may be entitled to the
benefit of the security for each Series of Notes. The priority of each
person entitled to the benefit of such security will be as specified in
the relevant Supplemental Programme Memorandum.
Trustee:
As specified in the relevant Supplemental Programme Memorandum.
Issuing and Paying
As specified in the relevant Supplemental Programme Memorandum.
Agent:
Registrar:
As specified in the relevant Supplemental Programme Memorandum.
Custodian:
Unless otherwise specified in the relevant Supplemental Programme
Memorandum, Deutsche Bank AG London. If specified in the relevant
Supplemental Programme Memorandum, one or more sub-
custodians may be appointed in relation to the Collateral for any
Series.
Method of Issue:
The Notes will be issued on a syndicated or non-syndicated basis
and will be in series (each a "Series"). The Notes in each Series will
10