AEG 21604 G Manual de usuario descargar pdf (Pagina 189)

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(b) Negative Pledge. The Issuer undertakes, so long as any of the Notes are outstanding, but only up

to the time all amounts of principal and interest have been placed at the disposal of the Principal

Paying Agent, not to create or permit to subsist, and to procure that none of its Subsidiaries will

create or permit to subsist, any mortgage, lien, pledge, charge or other security interest (each such

right a “Security”) over the whole or any part of its undertakings, assets or revenues, present or fu-

ture, to secure any Capital Market Indebtedness (as defined below) or to secure any guarantee or

indemnity given by the Issuer or any of its subsidiaries in respect of any Capital Market Indebted-

ness of any other person, without, at the same time or prior thereto, securing all amounts payable

under the Notes either with equal and rateable Security or providing all amounts payable under the

Notes such other Security as shall be approved by an independent accounting firm of internation-

ally recognized standing as being equivalent security, provided, however, that this undertaking

shall not apply with respect to

(i) any Security which is provided for by law or which has been required as a condition prece-

dent for public permissions;

(ii) any Security existing on assets at the time of the acquisition thereof by the Issuer, provided

that such Security was not created in connection with or in contemplation of such acquisi-

tion and that the amount secured by such Security is not increased subsequently to the ac-

quisition of the relevant assets;

(iii) any Security which is provided by any subsidiary of the Issuer with respect to any receiv-

ables of such subsidiary against the Issuer which receivables exist as a result of the transfer

of the proceeds from the sale by the subsidiary of any Capital Market Indebtedness, pro-

vided that any such security serves to secure obligations under such Capital Market Indebt-

edness of the relevant subsidiary.

For the purposes of these Terms and Conditions, "Capital Market Indebtedness" shall mean any

present or future obligation for the repayment of borrowed monies which is in the form of, or rep-

resented or evidenced by, either (i) bonds, notes, debentures, loan stock or other securities which

are, or are capable of being, quoted, listed, dealt in or traded on any stock exchange, or other rec-

ognised over-the-counter or securities market or by (ii) a certificate of indebtedness governed by

German law.

"Subsidiary" means any fully consolidated subsidiary of the Issuer.

A security pursuant to this § 2(b) may also be provided to a trustee of the Noteholders.

(the "Guarantee"), AEG Power Solutions

B.V., The Netherlands (the "Guarantor") has unconditionally and irrevocably guaranteed the

payment of principal and interest together with all other sums payable by the Issuer under these

Terms and Conditions.

(i) The Guarantee constitutes a direct, unconditional and unsecured obligation of the Guarantor,

ranking pari passu with all other unsubordinated and unsecured obligations of the Guarantor,

subject to bankruptcy, insolvency, reorganisation or other similar laws or laws affecting the

enforcement of creditors' rights generally. Upon discharge of any obligation of the Guaran-

tor subsisting under the Guarantee in favour of any Noteholder, the relevant guaranteed right

of such Noteholder under these Terms and Conditions will cease to exist.

(ii) The Guarantee constitutes a contract in favour of the respective Noteholders as third party

beneficiaries pursuant to § 328 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch)

so that only the respective Noteholders will be entitled to claim performance of the Guaran-

tee directly from the Guarantor and to enforce the Guarantee directly against the Guarantor.

Copies of the Guarantee are available free of charge at the Issuer.

__________________

The Guarantee will be signed and executed following the end of the Offer Period, presumably on 24 November

2010.

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