Fortis Luxembourg Finance S.A. Fortis Bank - BNP Paribas Fortis
Fortis Luxembourg Finance S.A. Fortis Bank - BNP Paribas Fortis
Fortis Luxembourg Finance S.A. Fortis Bank - BNP Paribas Fortis
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Guarantee of <strong>Fortis</strong> <strong>Bank</strong><br />
The following is substantially the text of the Guarantee that will be executed by the<br />
Guarantor for each Note issue and that will be endorsed on the Notes.<br />
FORTIS BANK nv-sa (the "Guarantor") unconditionally and irrevocably guarantees to the holder of this<br />
Note (and, where relevant, the coupons appertaining hereto) the due and punctual payment, in accordance<br />
with the Terms and Conditions of the Notes (terms defined in the Terms and Conditions shall, insofar as the<br />
context so admits, have the same meaning when used herein), of the principal of, interest (if any) on, and any<br />
other amounts and considerations payable under this Note upon the following terms:<br />
(1) In the event of any failure by the Issuer to pay punctually any such principal, interest (if any) or other<br />
amount or consideration, the Guarantor agrees to cause each and every such payment to be made as if the<br />
Guarantor instead of the Issuer were expressed to be the primary obligor of this Note or, as the case may be,<br />
of any coupons appertaining hereto to the intent that the holder shall receive the same amounts in respect of<br />
principal, interest (if any) or such other amount or consideration as would have been receivable had such<br />
payments been made by the Issuer.<br />
(2) The Guarantor agrees that its obligations under this Guarantee shall be unconditional and irrevocable,<br />
irrespective of the validity, regularity or enforceability of any Note or any coupon, the absence of any action<br />
to enforce the same, the recovery of any judgement against the Issuer or any action to enforce the same or<br />
any circumstance which might otherwise constitute a discharge or defence of a guarantor.<br />
(3) The Guarantor confirms with respect to each Note (and coupon, if any) and the indebtedness evidenced<br />
thereby, that it does not have and will not assert as a defence to any claim hereunder any right to require any<br />
proceedings first against the Issuer nor will it assert as a defence to any claim hereunder any lack of<br />
diligence, presentment to the Issuer or the Paying Agents, any demand for payment from the Issuer or the<br />
Paying Agents, any filing of claims with any court in the event of merger, insolvency or bankruptcy of the<br />
Issuer, any protest, notice or any other demand whatsoever (other than a demand for payment of this<br />
Guarantee) and the Guarantor covenants that this Guarantee will not be discharged except by complete<br />
performance of the obligations contained in each Note (and coupon, if any) and in this Guarantee.<br />
(4) This Guarantee constitutes a direct, unconditional, irrevocable, unsubordinated and (subject to the<br />
provisions below) unsecured obligation of the Guarantor and ranks pari passu (subject to mandatory preferred<br />
debts under applicable laws) equally and rateably with all other present and future outstanding unsecured and<br />
unsubordinated obligations of the Guarantor including deposits received by it in its banking business.<br />
(5) The Guarantor agrees that it shall comply with and be bound by those provisions contained in the Terms<br />
and Conditions of the Notes which relate to it.<br />
(6) This Guarantee is governed by, and shall be construed in accordance with, the laws of the Kingdom of<br />
Belgium. Claims against the Guarantor thereunder may be brought before any competent court in Belgium, to<br />
the non-exclusive jurisdiction of all of which the Guarantor hereby submits.<br />
In witness whereof the Guarantor has caused this Guarantee to be duly executed.<br />
Dated as of 27 July 2005<br />
FORTIS BANK nv-sa<br />
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