AEG 21604 G Manual de usuario descargar pdf (Pagina 213)

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2.2 The Guarantor 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 Guarantor or any of its subsidiaries in respect of any Capital Market In-

debtedness 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

internationally recognized standing as being equivalent security, provided, however, that this un-

dertaking shall not apply with respect to

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

precedent for public permissions;

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

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

such acquisition and that the amount secured by such Security is not increased subse-

quently to the acquisition of the relevant assets;

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

ceivables of such subsidiary against the Guarantor which receivables exist as a result of

the transfer of the proceeds from the sale by the subsidiary of any Capital Market Indebt-

edness, provided that any such security serves to secure obligations under such Capital

Market Indebtedness of the relevant subsidiary.

"Capital Market Indebtedness" shall mean any present or future obligation for the repayment

of borrowed monies which is in the form of, or represented 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 recognised over-the-counter or securities mar-

ket or by (ii) a certificate of indebtedness governed by German law.

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

§ 3 Taxes

3.1 Should the Guarantor be required to deduct or withhold from any amounts payable under the

Notes any taxes or duties of whatever nature imposed or levied by or on behalf of the Nether-

lands or by or on behalf of any political subdivision or authority thereof or therein having power

to tax, the Guarantor will, subject to the exceptions stipulated in § 6 of the Terms and Conditions

pay such additional amounts as may be necessary in order that the net amounts after such deduc-

tion or withholding will equal the amounts that would have been payable if no such deduction or

withholding had been made.

§ 4 Additional Provisions

4.1 This Guarantee constitutes a contract in favour of the respective Noteholders as third party bene-

ficiaries pursuant to § 328 paragraph 1 German Civil Code (Bürgerliches Gesetzbuch) so that

only the respective Noteholders will be entitled to claim performance of the Guarantee directly

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

4.2 Any rights of a Noteholder under this Guarantee shall be time barred after 2 years following the

expiration of the presentation period set out in § 8 of the Terms and Conditions.

4.3 This Guarantee shall be governed exclusively by the laws of the Federal Republic of Germany.

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