Obligation Accor 2.875% ( FR0011274026 ) en EUR

Accor

100 % ▲

France

FR0011274026 ( en EUR )

2.875% par an ( paiement annuel )

19/06/2017 - Obligation échue

Prospectus brochure de l'obligation Accor FR0011274026 en EUR 2.875%, échue

100 000 EUR

700 000 000 EUR

L'Obligation émise par Accor ( France ) , en EUR, avec le code ISIN FR0011274026, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 19/06/2017

PROSPECTUS DATED 15 JUNE 2012

Accor
(a société anonyme incorporated in France)
600,000,000
2.875 per cent. Bonds due 2017
Issue Price: 99.505 per cent.
The 600,000,000 2.875 per cent. Bonds due 2017 (the Bonds) of Accor (the Issuer) will be issued outside the Republic of
France and will mature on 19 June 2017.
Interest on the Bonds will accrue at the rate of 2.875 per cent. per annum from 19 June 2012 (the Issue Date) and will be payable in
Euro annually in arrear on 19 June in each year, commencing on 19 June 2013. Payments of principal and interest on the Bonds will
be made without deduction for or on account of taxes of the Republic of France (See Terms and Conditions of the Bonds--
Taxation).
Unless previously purchased and cancelled, the Bonds may not be redeemed prior to 19 June 2017. The Bonds may, and in certain
circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event that
certain French taxes are imposed (See Terms and Conditions of the Bonds--Redemption and Purchase) or at the option of the Issuer
in accordance with Condition 4 (c) (Redemption at the option of the Issuer) or at the option of Bondholders in accordance with
Condition 4 (d) (Redemption at the option of Bondholders following a Change of Control).
The Bonds will, upon issue on 19 June 2012, be inscribed (inscription en compte) in the books of Euroclear France which shall credit
the accounts of the Account Holders (as defined in Terms and Conditions of the Bonds--Form, Denomination and Title) including
Euroclear Bank S.A./N.V. (Euroclear) and the depositary bank for Clearstream Banking, société anonyme (Clearstream,
Luxembourg).
The Bonds will be in dematerialised bearer form in the denomination of 100,000. The Bonds will at all times be represented in book
entry form (inscription en compte) in the books of the Account Holders in compliance with Article L.211-3 of the French Code
monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R.211-7 of the French
Code monétaire et financier) will be issued in respect of the Bonds.
Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (the "Luxembourg Prospectus Act"),
for the approval of this Prospectus as a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as amended by Directive
2010/73/EC (the 2010 PD Amending Directive) to the extent that the 2010 PD Amending Directive has been implemented in the
Member State of the European Economic Area (the Prospectus Directive). Application has also been made to the Luxembourg
Stock Exchange for the Bonds to be listed on the official list of the Luxembourg Stock Exchange (the Official List) and admitted to
trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
Pursuant to Article 7(7) of the Luxembourg Prospectus Act, by approving this Prospectus, the CSSF gives no undertaking as to the
economic and financial soundness of the Bonds to be issued hereunder and the quality or solvency of the Issuer.
The Bonds have been assigned a rating of BBB- by Standard & Poor's Ratings Services and a rating of BBB- by Fitch Ratings Ltd.. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any
time by the assigning rating agency. Each of Standard & Poor's Ratings Services, and Fitch Ratings is established in the European
Union and is registered under Regulation (EC) No 1060/2009 as amended (the "CRA Regulation") and is included in the list of
registered credit rating agencies published on the website of the European Securities and Markets Authority (www.esma.europa.eu).
Prospective investors should have regard to the factors described in the section headed Risk Factors in this Prospectus.
Global Coordinator
Société Générale Corporate & Investment Banking
Joint Lead Managers
Crédit Agricole CIB
HSBC
Natixis
Société Générale Corporate & Investment Banking
UBS Investment Bank

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This Prospectus has been prepared for the purpose of giving information with regard to ACCOR (the
Issuer), the Issuer and its subsidiaries and affiliates taken as a whole (the Group) and the Bonds which
is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position and profit and losses of the Issuer.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Lead Managers (as defined in Subscription and Sale below) to subscribe or purchase, any of the Bonds.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead
Managers to inform themselves about and to observe any such restrictions. The Bonds have not been and
will not be registered under the United States Securities Act of 1933, as amended (the Securities Act).
Subject to certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to
the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)). For a description of certain restrictions on offers and sales of Bonds and on distribution
of this Prospectus, see Subscription and Sale.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Bonds is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
To the extent permitted by law, each of the Joint Lead Managers accepts no responsibility whatsoever for
the content of this Prospectus or for any other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information contained in this Prospectus in
connection with the Issuer. None of the Joint Lead Managers makes any representation, express or implied,
or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this
Prospectus in connection with the Issuer. Neither this Prospectus nor any other financial statements are
intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer and the Joint Lead Managers that any recipient of this Prospectus or
any other financial statements should purchase the Bonds. Each potential purchaser of Bonds should
determine for itself the relevance of the information contained in this Prospectus and its purchase of Bonds
should be based upon such investigation as it deems necessary. None of the Joint Lead Managers
undertakes to review the financial condition or affairs of the Issuer during the life of the arrangements
contemplated by this Prospectus nor to advise any investor or potential investor in the Bonds of any
information coming to the attention of any of the Joint Lead Managers.
In this Prospectus, unless otherwise specified, references to a Member State are references to a Member
State of the European Economic Area, references to "EUR or euro or are to the single currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty
establishing the European Community, as amended.

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TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 4
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................. 6
RISK FACTORS .................................................................................................................................... 7
TERMS AND CONDITIONS OF THE BONDS ................................................................................. 10
USE OF PROCEEDS ........................................................................................................................... 21
RECENT DEVELOPMENTS .............................................................................................................. 22
TAXATION .......................................................................................................................................... 29
SUBSCRIPTION AND SALE ............................................................................................................. 32
GENERAL INFORMATION ............................................................................................................... 34

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents which have
been previously published or are published simultaneously with the Prospectus and that have been filed
with the Commission de surveillance du secteur financier in Luxembourg:
(a)
the English translation of the 2010 reference document (document de référence) of the Issuer (the
2010 Registration Document), a French version of which was filed with the Autorité des
marchés financiers under registration N° D.11-0198, dated 31 March 2011; except for (i) the
fourth paragraph of the section "Person responsible for the Registration Document" on page 290
and (ii) the cross-reference table, the section on information incorporated by reference and the
references to the free translations appearing on pages 104, 122 and 231; and
(b)
the English translation of the 2011 reference document (document de référence) of the Issuer (the
2011 Registration Document), a French version of which was filed with the Autorité des
marchés financiers under registration N° D.12-0254, dated 30 March 2012; except for (i) the third
paragraph of the section "Person responsible for the Registration Document" on page 318 and (ii)
the cross-reference table, the section on information incorporated by reference and the references
to the free translations appearing on pages 121, 140, 251, 309 and 313.
Such documents shall be incorporated in and form part of this Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of the documents incorporated by reference in this Prospectus may be obtained without charge from
the primary business office of the Issuer, the Issuer's website (www.accor.com) and the website of the
Luxembourg Stock Exchange (www.bourse.lu). The following table cross-references the pages of this
Prospectus to the documents incorporated by reference with the main heading required under Annex IX of
the Commission Regulation No. 809/2004 implementing the Prospectus Directive.
Any information not listed in the following cross-reference list but included in the documents incorporated
by reference in this Prospectus is given for information purposes only.

Annex IX
2010 Registration
2011 Registration
Document (page
Document (page
number)
number)
2. STATUTORY AUDITORS

318-319
3. RISK FACTORS RELATED TO THE

103-107
ISSUER
4. INFORMATION ABOUT THE ISSUER

4.1. History and development of the issuer

12-23; 165-176; 290-292
5.1. Principal activities

5.1.1. Description of the issuer's principal

4-10; 124-130; 177-178
activities
5.1.2. Basis for any statements made by the Issuer

9-10
on its competitive position.

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Annex IX
2010 Registration
2011 Registration
Document (page
Document (page
number)
number)
6. ORGANISATIONAL STRUCTURE

6.1. Description of the group and of the issuer's

134-137; 246-247; 282-
position within it
287
6.2. Dependence relationships within the group

134-137; 246-247; 282-
287
7. TREND INFORMATION

7.1. Statement of no material adverse change in

23; 138; 248; 281
the prospects of the issuer since the date of its last
published audited financial statements
9. ADMINISTRATIVE, MANAGEMENT AND

SUPERVISORY BODIES
9.1. Information concerning the administrative

66-75
and management bodies and their names and
functions of their members in the issuer
9.2. Conflicts of interest

77; 82-84; 111
10. MAJOR SHAREHOLDERS

10.1. Information concerning control

298-300

11.
FINANCIAL
INFORMATION

CONCERNING THE ISSUER'S ASSETS AND
LIABILITIES, FINANCIAL POSITION, AND
PROFITS AND LOSSES
11.1. Historical financial information
122-270
140-288
- Balance sheet
124-125
142-143
- Income statement
123-124
141-142
- Accounting policies and explanatory notes
133-230
151-250
11.2. Financial statements
122-270
140-288
11.3. Auditing of historical annual financial
122; 231
140; 251
information
11.4. Date of latest financial information
134-135
152-153
11.5. Legal and arbitration proceedings
89; 120
105
11.6. Significant change in the issuer's financial
N/A
N/A
or trading position
12. MATERIAL CONTRACTS

137; 165-176; 244-245

Non-incorporated parts of the 2010 Registration Document and of the 2011 Registration Document are
either not relevant for the investors or covered elsewhere in the Prospectus.

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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect the
import of such information. The Issuer accepts responsibility accordingly.
ACCOR
Immeuble Odyssey
110, avenue de France
75210 Paris Cedex 13
France
Tel: +33.(0)1.45.38.18.52

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RISK FACTORS
The following are certain risk factors of the offering of the Bonds of which prospective investors should be aware. Prior to
making an investment decision, prospective investors should consider carefully all of the information set out in this
Prospectus, including in particular the following risk factors detailed below. This description is not intended to be
exhaustive and prospective investors should make their own independent evaluations of all risk factors and should also
read the detailed information set out elsewhere in this Prospectus.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used below.
Risks related to the Issuer
See "Documents incorporated by reference" in this Prospectus.
Risks related to the Bonds
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and risks of
investing in the Bonds and the information contained or incorporated by reference in this Prospectus or any applicable
supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the Bonds and the impact the Bonds will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds, including
where the currency for principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices and
financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest
rate and other factors that may affect its investment and its ability to bear the applicable risks.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk, interest rate
risk and credit risk:
The secondary market generally
The Bonds may have no established trading market when issued, and one may never develop. If a market does develop, it
may not be very liquid. Therefore, investors may not be able to sell their Bonds in the secondary market in which case the
market or trading price and liquidity may be adversely affected or at prices that will provide them with a yield comparable
to similar investments that have a developed secondary market.
Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to currency
conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's
Currency) other than Euro. These include the risk that exchange rates may change significantly (including changes due
to devaluation of Euro or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the
Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency
relative to the Euro would decrease (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-

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equivalent value of the principal payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the
Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely
affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest
or principal.
Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the value
of the Bonds.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts payable in respect of any Bonds due to any
withholding as provided in Condition 4(b), the Issuer may redeem all outstanding Bonds in accordance with such Terms
and Conditions.
In addition, the Issuer has the option to redeem all (but not some only) of the Bonds as provided in Condition 4(c) of the
Terms and Conditions of the Bonds. If the market interest rates decrease, the risk to Bondholders that the Issuer will
exercise its right of early redemption increases. As a consequence, the yields received upon such early redemption may be
lower than expected, and the redeemed face amount of the Bonds may be lower than the purchase price paid for such
Bonds by the Bondholder where the purchase price was above par. As a consequence, part of the capital invested by the
Bondholder may be lost, so that the Bondholder in such case would not receive the total amount of the capital invested.
However, the redeemed face amount of the Bonds may not be below par. In addition, investors that choose to reinvest
monies they receive through an early redemption may be able to do so only in securities with a lower yield than such
redeemed Bonds.
Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of which such put
option is not exercised
Depending on the number of Bonds in respect of which the put option provided in Condition 4(d) is exercised, any trading
market in respect of those Bonds in respect of which such put option is not exercised may become illiquid.
Market value of the Bonds
The value of the Bonds depends on a number of interrelated factors, including economic, financial and political events in
France or elsewhere, including factors affecting capital markets generally and the stock exchanges on which the Bonds are
traded. The price at which a holder of Bonds will be able to sell the Bonds prior to maturity may be at a discount, which
could be substantial, from the issue price or the purchase price paid by such purchaser.
Credit Rating may not reflect all risks

The ratings assigned by the Rating Agency to the Bonds may not reflect the potential impact of all risks related to
structure, market, additional factors discussed above, and other factors that may affect the value of the Bonds. A rating is
not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the Rating Agency at any time.
Change of law
The Terms and Conditions of the Bonds are based on the laws of France in effect as at the date of this Prospectus. No
assurance can be given as to the impact of any possible judicial decision or change to the laws of France or administrative
practice after the date of this Prospectus. Furthermore, the Issuer operates in a heavily regulated environment and has to
comply with extensive regulations in France and elsewhere. No assurance can be given as to the impact of any possible
judicial decision or change to laws or administrative practices after the date of this Prospectus.

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French insolvency law
Under French insolvency law as amended by ordinance n°2008-1345 dated 18 December 2008 which came into force on
15 February 2009, holders of debt securities are automatically grouped into a single assembly of holders (the
Assembly) during a safeguard procedure (procédure de sauvegarde), an accelerated financial safeguard procedure
(procédure de sauvegarde financière accélérée) or a judicial reorganisation procedure (procédure de redressement
judiciaire) of the Issuer, in order to defend their common interests. The Assembly comprises holders of all debt securities
issued by the Issuer (including the Bonds), whether or not under a debt issuance programme (EMTN) and regardless of
their governing law. The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde), proposed
accelerated financial safeguard plan (projet de plan de sauvegarde financière accélérée) or judicial reorganisation plan
(projet de plan de redressement) applicable to the Issuer and may further agree to:
- increase the liabilities (charges) of holders of debt securities (including the Bondholders) by rescheduling and/or
writing-off debts;
- establish an unequal treatment between holders of debt securities (including the Bondholders) as appropriate under the
circumstances; and/or
- decide to convert debt securities (including the Bonds) into shares.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt securities held by
the holders attending such Assembly or represented thereat). No quorum is required on convocation of the Assembly. For
the avoidance of doubt, the provisions relating to the Masse described in this Prospectus will not be applicable in these
circumstances.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Bonds are transferred
or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions may be
available for innovative financial instruments such as the Bonds. Potential investors are advised not to rely upon the tax
summary contained in this Prospectus but to ask for their own tax adviser's advice on their individual taxation with
respect to the acquisition, holding, sale and redemption of the Bonds. Only these advisors are in a position to duly
consider the specific situation of the potential investor. This investment consideration has to be read in connection with
the taxation sections of this Prospectus.
EU Savings Directive
On 3 June 2003, the European Council of Economic and Finance Ministers adopted a directive 2003/48/CE regarding the
taxation of savings income in the form of interest payments (the Directive). The Directive requires Member States,
subject to a number of conditions being met, to provided to the tax authorities of other Member States details of payments
of interest and other similar income made by a paying agent located within its jurisdiction to, or for the benefit of, an
individual resident in that other Member State, except that, for a transitional period, Luxembourg and Austria will instead
withhold an amount on interest payments unless the relevant beneficial owner of such payment elects otherwise.
If a payment were to be made or collected through a Member State which has opted for a withholding system and an
amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any paying agent nor any
other person would be obliged to pay additional amounts with respect to any Bond as a result of the imposition of such
withholding tax.

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TERMS AND CONDITIONS OF THE BONDS
The terms and conditions of the Bonds will be as follows:
The issue outside the Republic of France of 600,000,000 2.875 per cent. Bonds due 19 June 2017 (the Bonds) of
Accor (the Issuer) was authorised by resolution of the Board of Directors (Conseil d'administration) of the Issuer
dated 21 February 2012 and a decision of Denis HENNEQUIN, Chairman and CEO of the Issuer dated 13 June
2012. The Issuer has entered into an agency agreement (the Agency Agreement) dated 19 June 2012 with Société
Générale, as fiscal agent, principal paying agent and calculation agent. The fiscal agent, the principal paying agent,
the paying agents and the calculation agent for the time being are referred to in these Conditions as the Fiscal
Agent, the Principal Paying Agent, the Paying Agents (which expression shall include the Principal Paying
Agent) and the Calculation Agent, each of which expression shall include the successors from time to time of the
relevant persons, in such capacities, under the Agency Agreement, and are collectively referred to as the Agents.
References below to Conditions are, unless the context otherwise requires, to the numbered paragraphs below.
1
Form, Denomination and Title
The Bonds are issued on 19 June 2012 (the Issue Date) in dematerialised bearer form in the denomination of
100,000. Title to the Bonds will be evidenced in accordance with Article L.211-3 of the French Code monétaire et
financier by book-entries (inscription en compte). No physical document of title (including certificats représentatifs
pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the Bonds.
The Bonds will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the
Account Holders. For the purpose of these Conditions, Account Holders shall mean any authorised intermediary
institution entitled to hold accounts, directly or indirectly, with Euroclear France, and includes Euroclear Bank
S.A./N.V. (Euroclear) and the depositary bank for Clearstream Banking, société anonyme (Clearstream,
Luxembourg).
Title to the Bonds shall be evidenced by entries in the books of Account Holders and will pass upon, and transfer of
Bonds may only be effected through, registration of the transfer in such books.
2
Status and Negative Pledge
(a)
Status of the Bonds
The obligations of the Issuer in respect of the Bonds constitute direct, unconditional, (subject as provided
below) unsecured and unsubordinated obligations and rank and will rank pari passu and without any
preference among themselves and (subject to such exceptions as are from time to time mandatory under
French law) equally and rateably with all other present or future unsecured and unsubordinated obligations of
the Issuer.
(b)
Negative Pledge
So long as any of the Bonds remains outstanding (as defined below), the Issuer will not create or permit to
subsist any mortgage, charge, lien, pledge or other security interest (sûreté réelle) upon the whole or any part
of its present or future assets or revenues for the benefit of any holders of any Relevant Debt (as defined
below) to secure (1) payment of any sum due in respect of any such Relevant Debt or (2) any payment under
any guarantee of or indemnity or other like obligation relating to any Relevant Debt, unless the Issuer's
obligations under the Bonds are equally and rateably secured (A) by such mortgage, charge, lien, pledge or
security interest or (B) by such other security as shall be approved by the Masse (as defined in Condition 9)
pursuant to Condition 9.
Relevant Debt means any present or future indebtedness for borrowed money which is in the form of, or
represented by, bonds or notes (obligations) which are at the relevant time listed on any stock exchange.

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