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DEPFA Deutsche Pfandbriefbank AG CHF 100,000,000 3.125 ...

DEPFA Deutsche Pfandbriefbank AG CHF 100,000,000 3.125 ...

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Presentation and<br />

Prescription in Relation<br />

to Instruments:<br />

Taxation of Notes:<br />

Early Redemption of<br />

Notes for Taxation<br />

Reasons:<br />

Events of Default in<br />

Relation to Unsubordinated<br />

Notes:<br />

relevant definitive note at the specified office of the Fiscal Agent or the German Fiscal<br />

Agent, as the case may be, outside the United States or at the specified office of any other<br />

paying agent outside the United States.<br />

The presentation period provided in § 801 (1) sentence 1 of the German Civil Code<br />

(Bürgerliches Gesetzbuch) is reduced to ten years in relation to the Instruments. The<br />

presentation period for any coupons in definitive form is, in accordance with § 801 (2)<br />

sentence 1 of the German Civil Code, four years, such period beginning with the end of the<br />

calendar year in which the relevant coupon falls due. Other than that, statutory presentation<br />

and presecription provisions will apply to payments of principal and interest (if any) in<br />

relation to the Instruments.<br />

Unless otherwise set out in the relevant Final Terms, all payments of principal and interest<br />

(if any) in respect of the Notes by or on behalf of the relevant Issuer will be made free or<br />

clear of, and without withholding or deduction for, any present or future taxes, duties,<br />

assessments or governmental charges of whatsoever nature imposed, levied collected,<br />

withheld or assessed by the jurisdiction of incorporation of the relevant Issuer or any<br />

political subdivision or any authority or agency thereof or therein having power to tax,<br />

unless such withholding or deduction is required by law. In the event that any such<br />

deduction is made, the relevant Issuer will, save in certain limited circumstances provided in<br />

§ 7 of the Terms and Conditions of the Instruments (including, but not limited to, in the<br />

event that withholding taxes are payable pursuant to legislation or regulations introduced as<br />

a result of a directive of the European Union), be required to pay to the holders additional<br />

amounts to cover the amounts so deducted.<br />

Unless otherwise set out in the relevant Final Terms, early redemption will be permitted in<br />

whole but not in part, if on the occasion of the next payment due under the Notes, the<br />

relevant Issuer has or will become obliged to pay additional amounts pursuant to § 7 of the<br />

Terms and Conditions of the Instruments as a result of any change in, or amendment to, the<br />

laws or regulations of (in the case of Notes to be issued by <strong>DEPFA</strong> BANK) Ireland or (in the<br />

case of Notes to be issued by the <strong>Pfandbriefbank</strong>) Germany or of any political subdivision or<br />

taxing authority thereof or therein, or as a result of any change in, or amendment to, an<br />

official interpretation or application of such laws or regulations, which amendment or<br />

change is effective on or after the date on which the first Tranche of the relevant Series of<br />

Notes is issued.<br />

The terms and conditions of Unsubordinated Notes will provide for the following events of<br />

default:<br />

<br />

<br />

<br />

<br />

the relevant Issuer defaults in the payment of any amount of principal in respect of the<br />

Notes or any of the Notes on the due date for payment thereof or in the payment of any<br />

amount of interest in respect of the Notes or any of the Notes within 30 days of the due<br />

date for payment thereof;<br />

the relevant Issuer defaults in the performance of observance of any of its other<br />

obligations under or in respect of the Notes and such default or failure remains<br />

unremedied for 45 days after written notice requiring such default to be remedied has<br />

been delivered to the relevant Issuer at the specified office of the Fiscal Agent or the<br />

German Fiscal Agent, as the case may be, by the holder of any such Note;<br />

the relevant Issuer suspends its payments or announces its insolvency;<br />

a court opens bankruptcy or other insolvency proceedings against the relevant Issuer,<br />

such proceedings are instituted and have not been discharged or stayed within 60 days,<br />

or the relevant Issuer applies for or institutes such proceedings or offers or makes an<br />

arrangement for the benefit of its creditors generally; or<br />

the relevant Issuer goes into liquidation unless this is done in connection with a merger,<br />

consolidation, restructuring or other form of combination with another company or in<br />

connection with a transformation and such other or new company assumes all property<br />

and assets of the relevant Issuer and all obligations contracted by the relevant Issuer in<br />

connection with the issue of the Notes,<br />

provided, however, in all cases set out above, that the relevant holder's right to declare its<br />

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