AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 199)

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(viii) the Issuer or the Guarantor or a Material Subsidiary is wound up, unless this is effected in

connection with a merger or another form of amalgamation with another company or in

connection with a restructuring, and the other or the new company effectively assumes sub-

stantially all of the assets and liabilities of the Issuer, the Guarantor or the Material Subsidi-

ary, including all obligations of the Issuer arising in connection with the Notes or the Guar-

antor arising in connection with the Guarantee; or

“Material Subsidiary” means a Subsidiary of the Issuer (i) whose revenues exceed 10 % of the

consolidated revenues of the Issuer or (ii) whose total assets and liabilities exceed 10 % of the con-

solidated total assets and liabilities of the Issuer, where each threshold shall be calculated on the

basis of the last audited or, in case of half yearly accounts, unaudited consolidated financial state-

ments of the Issuer in accordance with IFRS and in the last audited (if available) or (if unavailable)

unaudited unconsolidated financial statements of the Subsidiary.

(b) The right to declare the Notes due and demand immediate redemption shall cease if the reason for

the termination has been rectified before the exercise of the termination right.

writing in the German or English language vis-a-vis the Issuer together with a special confirmation

of the Depositary Bank in accordance with § 13(d) hereof or in any other adequate manner evi-

dencing that the notifying person is a Noteholder as per the notification, to be delivered by person-

ally or by registered mail to the Issuer or (ii) has to be declared vis-a-vis his Depositary Bank for

communication to the Issuer via the Clearing System. A notification or termination will become ef-

fective upon receipt thereof by the Issuer.

§ 8 Presentation Period, Prescription

The period for presentation of the Notes (§ 801 paragraph 1 sentence 1 German Civil Code) will be ten

years. The period of limitation for claims under the Notes presented during the period for presentation

will be two years calculated from the expiration of the relevant presentation period.

§ 9 Paying Agents

(a) Bankhaus Gebr. Martin AG, Kirchstraße 35, 73033 Göppingen/Germany will be the Principal Pay-

ing Agent. Bankhaus Gebr. Martin AG in its capacity as Principal Paying Agent and any successor

Principal Paying Agent are referred to in these Terms and Conditions as "Principal Paying

Agent". The Principal Paying Agent reserves the right at any time to change its specified offices to

some other office in the same city.

(b) The Issuer will procure that there will at all times be a Principal Paying Agent. The Issuer is enti-

tled to appoint banks of international standing as Principal Paying Agent. Furthermore, the Issuer

is entitled to terminate the appointment of the Principal Paying Agent. In the event of such termi-

nation or such bank being unable or unwilling to continue to act as Principal Paying, the Issuer will

appoint another bank of international standing as Principal Paying Agent. Such appointment or

termination will be published without undue delay in accordance with § 12, or, should this not be

possible, be published in another way.

laration, or for acting or failing to act, only if, and insofar as, it fails to act with the diligence of a

conscientious businessman. All determinations and calculations made by the Principal Paying

Agent will be made in conjunction with the Issuer and will, in the absence of manifest error, be

conclusive in all respects and binding upon the Issuer and all Noteholders.

(d) The Principal Paying Agent acting in such capacity, act only as agents of the Issuer. There is no

agency or fiduciary relationship between the Paying Agents and the Noteholders.

(e) The Principal Paying Agent is hereby granted exemption from the restrictions of § 181 German

Civil Code and any similar restrictions of the applicable laws of any other country.

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