Landeskreditbank Baden-Württemberg - L-Bank

(iv) a waiver by the holders of the Subordinated Debt Securities of any and all rights they may have to
set off claims under the Subordinated Debt Securities against any claims they may have against us;
(v) a reference to German law that may require that, in the event that we redeem or repay the
Subordinated Debt Securities other than in accordance with the terms provided therein, the holders of such
Subordinated Debt Securities, notwithstanding any agreements to the contrary, pay to us any amounts
received by them from us or any Agent in such redemption or repayment, unless, at the time of such
redemption or repayment, we shall have replaced the Liable Capital created by such Subordinated Debt
Securities with capital of equal or higher status under the capital adequacy rules applicable to us or the
German Federal Supervisory Authority for Financial Services (Bundesanstalt für
Finanzdienstleistungsaufsicht) has consented to such redemption or repurchase;
(vi) except to the extent permitted by applicable law, an express prohibition on us, directly or
indirectly, acquiring for our own account any of the Subordinated Debt Securities, financing the acquisition
for the account of any other person of any of the Subordinated Debt Securities or accepting a lien, security
interest or other encumbrance on any of the Subordinated Debt Securities to secure any obligation owed to
us; and
(vii) except to the extent permitted without impairing the qualification of the proceeds of the initial sale
of the Subordinated Debt Securities as our Tier 2 Capital pursuant to German capital adequacy law and
regulations, an express prohibition on the direct or indirect provision by us or any third party of security for
our obligations under Subordinated Debt Securities.
Taxes
Unless otherwise specified in the applicable prospectus supplement, all payments by us in respect of the
Debt Securities shall be made without deduction or withholding of taxes or other duties, unless such deduction or
withholding is required by law. In the event of such deduction or withholding, we will not be required to pay any
additional amounts in respect of the Debt Securities.
No Termination for Default
Unless otherwise specified in the applicable prospectus supplement, the Debt Securities will not provide for
any defaults or events of defaults entitling the holders thereof to demand immediate redemption of the Debt
Securities.
Clearing and Settlement
Provisions relating to the clearing and settlement of the Debt Securities will be described in the applicable
prospectus supplement.
Substitution of L-Bank
We may at any time substitute for us any other company as principal debtor in respect of the Debt
Securities. Any such substitution will not require the consent of holders of the Debt Securities, but we will be
required to guaranty the obligations of the substitute obligor under the Debt Securities. No substitution may
occur if such substitution would result in the loss for holders of Debt Securities of the benefit of the guaranty
obligation, the maintenance obligation and the explicit guaranty of Baden-Württemberg, and unless the substitute
obligor is in a position to fulfill all payment obligations under the Debt Securities without being required to
withhold tax at source in an amount which exceeds at the time of effectiveness of such substitution the relevant
amounts levied by withholding or deduction in the place of our domicile or tax residence.
It is possible that a substitution of another company as principal debtor in respect of the Debt Securities will
result in the recognition of gain or loss for United States federal income tax or German tax purposes by the
holders of the Debt Securities of that series and possibly other adverse tax consequences to those holders. Neither
65