Obligation Crédit Agricole 4% ( FR0010920900 ) en EUR

Crédit Agricole

100 % ▲

France

FR0010920900 ( en EUR )

4% par an ( paiement annuel )

16/07/2015 - Obligation échue

Prospectus brochure de l'obligation Crédit Agricole FR0010920900 en EUR 4%, échue

L'Obligation émise par Crédit Agricole ( France ) , en EUR, avec le code ISIN FR0010920900, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 16/07/2015

CRÉDIT AGRICOLE HOME LOAN SFH

Series 7 2,400,000,000 4.00 per cent. Covered Bonds due 16 July 2025 issued in five (5) Tranches respectively
on 16 July 2010, 9 November 2010, 11 May 2011, 18 July 2011 and 28 March 2013
under the 35,000,000,000 Covered Bond Programme
(the "Issue")

The terms and conditions of the Issue, which are constituted by the terms and conditions of the Base Prospectus
dated 7 April 2010 and the final terms dated 13 July 2010, 5 November 2010, 10 May 2011, 13 July 2011 and
26 March 2013 are amended and replaced by (i) the following amended and restated terms and conditions, and
(ii) the following amended and restated final terms.

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AMENDED AND RESTATED TERMS AND CONDITIONS OF FRENCH LAW
COVERED BONDS

The following is the text of the terms and conditions that, as supplemented in accordance with the
provisions of the relevant Final Terms, shall be applicable to the French law Covered Bonds. In
this section, "Covered Bonds" will include French law Covered Bonds only. In the case of
Dematerialised Covered Bonds, the text of the terms and conditions will not be endorsed on
physical documents of title but will be constituted by the following text as supplemented by the
relevant Final Terms. In the case of Materialised Covered Bonds, either (i) the full text of these
terms and conditions together with the relevant provisions of the Final Terms (and subject to
simplification by the deletion of non-applicable provisions) or (ii) these terms and conditions as so
supplemented shall be endorsed on Definitive Materialised Covered Bonds. All capitalised terms
that are not defined in these Conditions will have the meanings given to them in the relevant Final
Terms. References in the Conditions to "Covered Bonds" are to the Covered Bonds of one (1)
Series only, not to all Covered Bonds that may be issued under the Programme.

The Covered Bonds are issued outside France by Crédit Agricole Covered Bonds (the "Issuer")
in series (each a "Series") having one (1) or more issue dates and on terms otherwise identical
(or identical save as to the first payment of interest), the Covered Bonds of each Series being
intended to be interchangeable with all other Covered Bonds of that Series. Each Series may be
issued in tranches (each a "Tranche") on the same or different issue dates. The specific terms of
each Tranche (including, without limitation, the aggregate nominal amount, issue price,
redemption price thereof, and interest, if any, payable thereunder and supplemented, where
necessary, with supplemental terms and conditions which, save in respect of the issue date, issue
price, first payment of interest and nominal amount of the Tranche, will be identical to the terms of
other Tranches of the same Series) will be determined by the Issuer and the relevant Dealer(s) at
the time of the issue and will be set out in the final terms of such Tranche (the "Final Terms").
The Covered Bonds are issued with the benefit of an amended and restated agency agreement
dated on or before the date hereof (the "Agency Agreement") entered into between the Issuer,
CACEIS Corporate Trust as fiscal agent and principal paying agent and the other agents named
therein. The fiscal agent, the paying agents and the calculation agent(s) for the time being (if any)
are referred to below respectively as the "Fiscal Agent", the "Paying Agents" (which expression
shall include the Fiscal Agent) and the "Calculation Agent(s)". The holders of the interest
coupons (the "Coupons") relating to interest bearing Materialised Covered Bonds and, where
applicable in the case of such Covered Bonds, talons (the "Talons") for further Coupons and the
holders of the receipts for the payment of instalments of principal (the "Receipts") relating to
Materialised Covered Bonds of which the principal is redeemable in instalments are respectively
referred to below as the "Couponholders" and the "Receiptholders".
References below to "Conditions" are, unless the context requires otherwise, to the numbered
paragraphs below.

1.
Definitions
"Bondholder" or, as the case may be, "holder of any Covered Bond" means (a) in the case
of Dematerialised Covered Bonds, the individual or entity whose name appears in the
account of the relevant Account Holder, the Issuer or the Registration Agent (as the case
may be) as being entitled to such Covered Bonds and (b) in the case of Definitive
Materialised Covered Bonds, the bearer of any Definitive Materialised Covered Bond and the
Coupons, Receipts or Talons relating to it and (c) in the case of Materialised Covered Bonds
in respect of which a Temporary Global Certificate has been issued and is outstanding, each
person (other than a clearing institution) who appears as the holder of such Covered Bonds
or of a particular nominal amount of interests in such Covered Bonds, in accordance with the
applicable laws and regulations and with the applicable rules and procedure of any relevant
clearing institution, including, without limitation, Euroclear France, Euroclear or Clearstream,
Luxembourg, as appropriate.

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"Borrower Debt" means the Borrower's indebtness outstanding from time to time under the
Borrower Facility.
"Closing Date" means the date of the issuance of the first Series of Covered Bonds by the
Issuer.
"Crédit Agricole Entities" means (i) any entity, duly licensed as a French credit institution
(établissement de crédit), controlled by Crédit Agricole S.A. within the meaning of article
L. 233-3 of the French Commercial Code (Code de commerce) and/or (ii) any Caisse de
Crédit Agricole Mutuel (within the meaning of articles L. 512-20 et seq. of the French
Monetary and Financial Code (Code monétaire et financier) and to the exclusion of the
caisses mutuelles agricoles et rurales referred to in articles L. 512-20 et seq. of the French
Monetary and Financial Code (Code monétaire et financier)) which are affiliated to the
Caisses Regionales de Crédit Agricole Mutuel referred to in the same article.
"EEA" means the European Economic Area.
"Group" means Crédit Agricole S.A. and the Crédit Agricole Entities.
"Issuer Event of Default" means the occurrence of any of the following events:
(a) at any relevant time following the service of a Borrower Enforcement Notice (as defined
in section "The Borrower and the Borrower Facility Agreement" "The Borrower
Facility Agreement" of this Base Prospectus), a Breach of Amortisation Test (as
defined in section "Asset Monitoring" of this Base Prospectus) occurs; or
(b) the Issuer is in default in the payment of principal of, or interest on, any Covered Bond
(including the payment of any additional amounts mentioned in Condition 9) when due
and payable, unless such default has arisen by reason of technical default or error and
payment is made within five (5) Business Days of the due date thereof; or
(c)
the Issuer is in default in the performance or observance of any of its other material
obligations under any Covered Bond and such default has not been cured within thirty
(30) days after the receipt by the Fiscal Agent (with copy to the Issuer) of the written
notice of such default by (i) in the case of any French Law Covered Bond, the
Representative, and (ii) in the case of any German Law Covered Bond, a Bondholder,
requiring such default to be remedied and indicating that this provision may be invoked
if it is not so remedied; or
(d) any other present or future indebtedness of the Issuer (including any Covered Bonds of
any other Series (including German law Covered Bonds)) becomes or becomes
capable of being declared due and payable prior to its stated maturity as a result of a
default thereunder, or any such indebtedness shall not be paid when due or, as the
case may be, within any originally applicable grace period therefore or any steps shall
be taken to enforce any security in respect of any such indebtedness or any guarantee
or indemnity given by the Issuer for, or in respect of, any such indebtedness of others
shall not be honoured when due and called upon (a "Covered Bonds Cross
Acceleration Event"); or
(e) an order is made or an effective resolution passed for the liquidation or winding up of
the Issuer (except in the case of a liquidation or winding up for the purpose of a
reconstruction, amalgamation, merger or following the transfer of all or substantially all
of the assets of the Issuer, the terms of which have previously been approved by the
Majority Bondholders of all Series for which Covered Bonds (including German law
Covered Bonds) or, if applicable, any Receipts or Coupons relating to them, are
Outstanding, and such liquidation or winding up being subject to prior Rating
Affirmation); or
(f)
the Issuer makes any proposal for a general moratorium in relation to its debt or applies
for, or is subject to, the appointment of a mandataire ad hoc or has applied to enter into
a conciliation procedure (procédure de conciliation) or into a safeguard procedure
(procédure de sauvegarde) or a judgment is issued for the judicial liquidation
(liquidation judiciaire) or the transfer of the whole of the business (cession totale de
l'entreprise) of the Issuer or, to the extent permitted by applicable law, if the Issuer is
subject to any other insolvency or bankruptcy proceedings or makes any conveyance,

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assignment or other arrangement for the benefit of its creditors or enters into a
composition with its creditors; or
(g) the Issuer ceases to carry on all or a material part of its business (except in the case of
a cessation for the purpose of a reconstruction, amalgamation, merger or following the
transfer of all or substantially all of the assets of the Issuer, in each case the terms of
which have previously been approved by the Majority Bondholders of all Series for
which Covered Bonds (including German law Covered Bonds) or, if applicable, any
Receipts or Coupons relating to them, are Outstanding and such liquidation or winding
up being subject to prior Rating Affirmation); or
(h) upon the occurrence of a Hedging Rating Trigger Event (as defined in section "The
Hedging Strategy" of this Base Prospectus), (i) the Issuer (or the Administrator on its
behalf) fails to enter into appropriate Issuer Hedging Agreements and related Issuer
Hedging Transactions (as defined in section "The Hedging Strategy" of this Base
Prospectus) with Eligible Hedging Provider(s) (as defined in section "The Hedging
Strategy" of this Base Prospectus) within thirty (30) calendar days from the occurrence
date of such Hedging Rating Trigger Event, as described under the Hedging Strategy
(as defined in section "The Hedging Strategy" of this Base Prospectus) or (ii) the
Issuer (or the Administrator on its behalf) fails to enter into appropriate Borrower
Hedging Agreement(s) and related Borrower Hedging Transaction(s) (as defined in
section "The Hedging Strategy" of this Base Prospectus) with the Borrower within
thirty (30) calendar days from the occurrence date of such Hedging Rating Trigger
Event, as described under the Hedging Strategy (as defined in section "The Hedging
Strategy" of this Base Prospectus).
"Majority Bondholders" means, (i) in relation to any Series of French law Covered Bonds, a
decision of the General Meeting (as defined in Condition 12 of the Terms and Conditions) of
such Series taken in accordance with Condition 12(e) of the Terms and Conditions and (ii) in
relation to German law Covered Bonds, an approval of one or more German law
Bondholders holding at least two-thirds () of the then outstanding principal amount of such
German law Covered Bonds.
"Outstanding" means, in relation to Covered Bonds of any Series, all the Covered Bonds
(including German law Covered Bonds) issued other than (a) those that have been
redeemed in accordance with these Conditions, (b) those in respect of which the date for
redemption has occurred and the redemption moneys (including all interest accrued on such
Covered Bonds to the date for such redemption and any interest payable after such date)
have been duly paid as provided in Condition 8 of the Terms and Conditions, (c) those which
have become void or in respect of which claims have become prescribed, (d) those which
have been purchased and cancelled as provided in these Conditions, (e) in the case of
Definitive Materialised Covered Bonds (i) those mutilated or defaced Definitive Materialised
Covered Bonds that have been surrendered in exchange for replacement Definitive
Materialised Covered Bonds, (ii) (for the purpose only of determining how many such
Definitive Materialised Covered Bonds are outstanding and without prejudice to their status
for any other purpose) those Definitive Materialised Covered Bonds alleged to have been
lost, stolen or destroyed and in respect of which replacement Definitive Materialised Covered
Bonds have been issued and (iii) any Temporary Global Certificate to the extent that it shall
have been exchanged for one (1) or more Definitive Materialised Covered Bonds, pursuant
to its provisions.
"Payment Date" means, with respect to a Series or Tranche of Covered Bonds, the payment
date of any principal or interest amount applicable to the Issuer and specified as such in the
relevant Final Terms of the Covered Bonds;
"Programme Date" means the date of this Base Prospectus.
"Programme Documents" means:
(a)
the Shareholder Letter of Undertaking (see "the Issuer" "Issuer Share capital,
Subordinated Loans and Issuer Majority Shareholder's undertakings");
(b)
the Subordinated Loan agreement (see "the Issuer" "Issuer Share capital,
Subordinated Loan and Issuer Majority Shareholder's undertakings") ;

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(c)
the Administrative Agreement (see "the Issuer" "The Administrative Agreement");
(d)
the Convention d'externalisation de prestations de services (see "the Issuer"
"Issuer Risk Management");
(e)
the Issuer Accounts Agreement (see "the Issuer" "The Issuer Accounts
Agreement");
(f)
the Terms and Conditions;
(g)
the Agency Agreement (including the Terms and Conditions of the German law
Covered Bonds);
(h)
the Dealer Agreement (see "Subscription and Sale");
(i)
the Issuer Security Agreements (see "The Issuer Security");
(j)
the Borrower Facility Agreement (see "The Borrower and the Borrower Facility
Agreement" "The Borrower Facility Agreement");
(k)
the Collateral Security Agreement (see "The Collateral Security" "The Collateral
Security Agreement");
(l)
the Cash Collateral Agreement (see "The Collateral Security" "The Cash
Collateral Agreement");
(m)
the Calculation Services Agreement (see "Asset Monitoring" "The Calculation
Services Agreement");
(n)
the Asset Monitor Agreement (see "Asset Monitoring" "The Asset Monitor
Agreement");
(o)
the Master Definitions and Construction Agreement, provided for the definitions of
defined terms used under some other Programme Documents;
(p)
the Hedging Approved Form Letter (see "The Hedging Strategy"); and
(q)
the Hedging Agreement(s) (if any) (see "The Hedging Strategy").
"Rating Affirmation" means, with respect to any specified action, determination or
appointment, receipt by the Issuer (and sent to the relevant Representative) of written
confirmation from the Rating Agencies, for so long as any Covered Bonds are rated by the
Rating Agencies, that such specified action, determination or appointment will not result in a
downgrading, or withdrawal, of the ratings then assigned to the Covered Bonds.
"Rating Agency" means each of Moody's Investors Service Ltd. ("Moody's"), Standard and
Poor's ("S&P") and Fitch Ratings ("Fitch").
"Regulated Market" means a regulated market within the meaning of Directive 2004/39/EC
of the European Parliament and of the Council dated 21 April 2004, as amended from time to
time, within the EEA.
"Representative Consent" means, with respect to any specified action, determination or
appointment, receipt by the Issuer of (i) written confirmation of consent of 2/3 of the holders
of each Series of Outstanding German Law Covered Bonds, as described in the Agency
Agreement, and (ii) written confirmation of consent of the Representative (acting upon
instructions of the Majority Bondholders of the relevant Series of Outstanding French Law
Covered Bonds), in each case to such proposed action, determination or appointment.

2.
Form, Denomination, Title and Redenomination
(a) Form
Covered Bonds may be issued either in dematerialised form ("Dematerialised Covered
Bonds") or in materialised form ("Materialised Covered Bonds"), as specified in the
relevant Final Terms.
(i)
Title to Dematerialised Covered Bonds will be evidenced in accordance with
articles L. 211-3 et seq. of the French Monetary and Financial Code (Code
monétaire et financier) by book entries (inscriptions en compte). No physical

6

document of title (including certificats représentatifs pursuant to article R. 211-7 of
the French Monetary and Financial Code (Code monétaire et financier) will be
issued in respect of the Dematerialised Covered Bonds.
Dematerialised Covered Bonds are issued, at the option of the Issuer, in either
bearer form (au porteur), which will be inscribed in the books of Euroclear France
(acting as central depositary) which shall credit the accounts of the Account
Holders, or in registered form (au nominatif) and, in such latter case, at the option
of the relevant holder in either administered registered form (nominatif administré)
inscribed in the books of an Account Holder designated by the relevant holder of
Covered Bonds or in fully registered form (au nominatif pur) inscribed in an account
maintained by the Issuer or a registration agent (designated in the relevant Final
Terms) acting on behalf of the Issuer (the "Registration Agent").
For the purpose of these Conditions, "Account Holder" means any authorised
financial 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").
(ii)
Materialised Covered Bonds are issued in bearer form only. Materialised Covered
Bonds in definitive form ("Definitive Materialised Covered Bonds") are serially
numbered and are issued with Coupons (and, where appropriate, a Talon)
attached, save in the case of Zero Coupon Covered Bonds in which case
references to interest (other than in relation to interest due after the Final Maturity
Date or the Extended Final Maturity Date, as the case may be), Coupons and
Talons in these Conditions are not applicable. Instalment Covered Bonds are
issued with one (1) or more Receipts attached.
In accordance with articles L. 211-3 et seq. of the French Monetary and Financial
Code (Code monétaire et financier), securities (such as Covered Bonds
constituting obligations under French law) in materialised form and governed by
French law must be issued outside the French territory.
The Covered Bonds may be "Fixed Rate Covered Bonds", "Floating Rate Covered
Bonds", "Zero Coupon Covered Bonds", "Dual Currency Covered Bonds" or a
combination of any of the foregoing, depending on the Interest Basis and the redemption
method specified in the relevant Final Terms. Subject to prior Rating Affirmation, the Issuer
may issue Covered Bonds which are "Index Linked Covered Bonds".

(b) Denomination
Covered Bonds shall be issued in the specified denomination(s) set out in the relevant Final
Terms (the "Specified Denomination(s)"), save that the minimum denomination of each
Covered Bond admitted to trading on a Regulated Market in circumstances which require the
publication of a prospectus under the Prospectus Directive will be of 50,000 (or its
equivalent in any other currency) or such higher amount as may be allowed or required from
time to time by the relevant monetary authority or any laws or regulations applicable to the
relevant Specified Currency.
Dematerialised Covered Bonds shall be issued in one (1) Specified Denomination only.

7

(c) Title
(i)
Title to Dematerialised Covered Bonds in bearer form (au porteur) and in
administered registered form (au nominatif administré) shall pass upon, and
transfer of such Covered Bonds may only be effected through, registration of the
transfer in the accounts of the Account Holders. Title to Dematerialised Covered
Bonds in fully registered form (au nominatif pur) shall pass upon, and transfer of
such Covered Bonds may only be effected through, registration of the transfer in
the accounts maintained by the Issuer or by the Registration Agent.
(ii)
Title to Definitive Materialised Covered Bonds, including, where appropriate,
Receipt(s), Coupons and/or a Talon attached, shall pass by delivery.
(iii)
Except as ordered by a court of competent jurisdiction or as required by law, the
holder of any Covered Bond (as defined below), Coupon, Receipt or Talon shall be
deemed to be and may be treated as its absolute owner for all purposes, whether
or not it is overdue and regardless of any notice of ownership, or an interest in it,
any writing on it or its theft or loss and no person shall be liable for so treating the
holder.

(d) Redenomination
The Issuer may (if so specified in the relevant Final Terms), on any date, without the consent
of the holder of any Covered Bond, Coupon, Receipt or Talon, by giving at least thirty (30)
days' notice in accordance with Condition 17 and on or after the date on which the European
Member State in whose national currency the Covered Bonds are denominated has become
a participating Member State in the single currency of the European Economic and Monetary
Union (as provided in the Treaty establishing the European Community (the "EC", as
amended from time to time (the "Treaty")) or events have occurred which have substantially
the same effects (in either case, "EMU"), redenominate all, but not some only, of the
Covered Bonds of any Series into Euro and adjust the aggregate principal amount and the
Specified Denomination(s) set out in the relevant Final Terms accordingly, as more fully
described in the relevant Final Terms.
(e) Method of Issue
The Covered Bonds will be issued on a syndicated or non-syndicated basis. The Covered
Bonds will be issued in series (each a "Series") having one or more issue dates and on
terms otherwise identical (or identical other than in respect of the first payment of interest),
the Covered Bonds of each Series being intended to be interchangeable with all other
Covered Bonds of that Series. Each Series may be issued in tranches (each a "Tranche") on
the same or different issue dates. The specific terms of each Tranche (which will be
supplemented, where necessary, with supplemental terms and conditions and, save in
respect of the issue date, issue price, first payment of interest and nominal amount of the
Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in
the relevant Final Terms.

3.
Conversions and Exchanges of Covered Bonds
(a) Dematerialised Covered Bonds
(i)
Dematerialised Covered Bonds issued in bearer form (au porteur) may not be
converted for Dematerialised Covered Bonds in registered form, whether in fully
registered form (au nominatif pur) or in administered registered form, (au nominatif
administré).
(ii)
Dematerialised Covered Bonds issued in registered form (au nominatif) may not be
converted for Dematerialised Covered Bonds in bearer form (au porteur).

8

(iii)
Dematerialised Covered Bonds issued in fully registered form (au nominatif pur)
may, at the option of the holder of such Covered Bonds, be converted into Covered
Bonds in administered registered form (au nominatif administré), and vice versa.
The exercise of any such option by such holder shall be made in accordance with
article R. 211-4 of the French Monetary and Financial Code (Code monétaire et
financier). Any such conversion shall be effected at the cost of such holder.
(b) Materialised Covered Bonds
Materialised Covered Bonds of one (1) Specified Denomination may not be exchanged for
Materialised Covered Bonds of another Specified Denomination.

4.
Status

The Covered Bonds, and, where applicable, any relative Coupons and Receipts are direct,
unconditional, unsubordinated and secured (in accordance with the provisions of Condition
5(b)) obligations of the Issuer and rank and will rank pari passu without any preference
among themselves and (subject to such exceptions as are from time to time mandatory
under French law and to the provisions of Condition 5(b)) at least pari passu with all other
present or future unsubordinated obligations of the Issuer (including the German law
Covered Bonds).

5.
Covenants
So long as any of the Covered Bonds or, if applicable, any Receipts or Coupons relating to
them, is Outstanding:
(a) Negative Pledge

Except in accordance with Condition 5(b), the Issuer will not create or permit to subsist any
mortgage, charge, pledge or other form of security interest (sûreté réelle) upon any of its
assets or revenues, present or future, to secure any Relevant Undertaking (as defined
below) of, or guaranteed by, the Issuer unless, at the same time or prior thereto, the Issuer's
obligations under the Covered Bonds, and, if applicable, Receipts or Coupons relating to
them, are equally and rateably secured therewith;

where "Relevant Undertaking" means any present or future (i) indebtedness for borrowed
money and (ii) undertaking in relation to interest or currency swap transactions.
(b) Security
The Bondholders shall benefit from the following security (the "Issuer Security"):

(i)
the pledge of the Issuer Accounts granted pursuant to an accounts pledge
agreement dated 29 July 2008 and made between the Issuer in its capacity as
pledgor and CACEIS Bank as Issuer Security Agent, acting in the name and on
behalf of the Bondholders in their capacity as beneficiaries under the pledge (the
"Issuer Accounts Pledge Agreement"), and

(ii)
the pledge of the Borrower Facility Receivables granted pursuant to a receivables
pledge agreement dated 29 July 2008 and made between the Issuer in its capacity
as pledgor and CACEIS Bank as Issuer Security Agent, acting in the name and on
behalf of the Bondholders in their capacity as beneficiaries under the pledge (the
"Receivables Pledge Agreement" and, together with the Issuer Accounts Pledge
Agreement, "Issuer Security Agreements").

Bondholders are deemed to have notice of the provisions of the Issuer Security Agreements.
Certain statements in the Conditions and under sections "The Issuer Security The Issuer
Accounts Pledge Agreement" and "The Issuer Security The Issuer Receivables
Pledge Agreement" of the Base Prospectus are summaries of the detailed provisions of the
Issuer Security Agreements, copies of which are available for inspection at the specified
office of the Paying Agents.

9

As more fully described in the Issuer Security Agreements, upon the issue of further Series
of Covered Bonds on each issue date after the Closing Date, the existing Issuer Security
securing the repayment of all and any amount owed in respect of the then outstanding
Covered Bonds will be (a) released by the Issuer Security Agent and (b) re-taken by the
Issuer Security Agent, as security for the repayment of all and any amount owed in respect of
the then outstanding Covered Bonds and the new Series of Covered Bonds issued on such
issue date.

As more fully described in the Issuer Security Agreements, the subscription or purchase of
Covered Bonds results by force of law in the (i) acceptance that all the Bondholders of any
Series, present or future, will benefit pari passu from the Issuer Security provided under the
Issuer Security Agreements and any Issuer Accounts Pledge Agreement Deed of Retake or
any Receivables Pledge Agreement Deed of Retake (as such terms are defined in the Issuer
Security Agreements) and (ii) appointment of the Issuer Security Agent as agent in order to
manage, in accordance with the terms of the Issuer Security Agreements, the Issuer Security
in their name and on their behalf.

When taking or retaking, in the name and on behalf of the Bondholders, any Issuer Security
from the Issuer/Pledgor under any Issuer Security Agreement, the Issuer Security Agent shall
rely upon the representations and warranties granted by the Issuer/Pledgor in relation to
such Issuer Security (including as to the materiality and validity of such Issuer Security) and
shall have no obligation to verify whether or not such representations and warranties are true
and correct on the relevant date.
The Bondholders will share the benefit of the Issuer Security with the holders of any German
law Covered Bond.
(c) Limitation on Indebtedness

The Issuer undertakes not to incur any indebtedness other than as contemplated by the
Programme Documents unless:
(i)
such indebtedness is fully subordinated to the outstanding indebtedness incurred in
relation to the Covered Bonds, as the case may be; or
(ii)
prior Rating Affirmation has been delivered in relation to such indebtedness.
(d) Restrictions on mergers or reorganisations

The Issuer undertakes not to enter into any merger, re-organisation or similar transaction
without prior Representative Consent and Rating Affirmation (of S&P and Fitch), and
notification (of Moody's Investors Service Ltd.).
(e) Separateness covenants

The Issuer undertakes (except as permitted under the Programme Documents or the
Issuer's by-laws):
(i)
to maintain books and records separate from any other person or entity;
(ii)
to maintain its accounts separate from those of any other person or entity;
(iii)
not to commingle assets with those of any other entity;
(iv)
to conduct its own business in its own name;
(v)
to maintain separate financial statements;
(vi)
to pay its own liabilities out of its own funds;
(vii)
to observe all corporate, partnership or other formalities required by its constituting
documents;
(viii)
not to guarantee or to become obligated for the debts of any other entity or to hold
out its credit as being available to satisfy the obligations of others;
(ix)
not to acquire capital shares of its partners or shareholders;
(x)
to use its own separate stationery, invoices and cheques;

10

(xi)
to hold itself out as a separate entity;
(xii)
not to have any employees;
(xiii)
not to voluntarily wind up; and
(xiv)
to correct any known misunderstanding regarding its separate identity.
(f) Amortisation Test
Following the enforcement of a Borrower Event of Default subject to, and in accordance with,
the relevant terms of the Borrower Facility Agreement, the Issuer undertakes to comply with
the Amortisation Test. For the purposes hereof, the terms of section "Asset Monitoring" of
this Base Prospectus are incorporated in this Condition 5 (f).
(g) Hedging Strategy
Upon the occurrence of a Hedging Rating Trigger Event, and, as applicable, upon the
occurrence of any Borrower Event of Default, the Issuer undertakes to take all reasonable
steps to implement the Hedging Strategy as described under section "Hedging Strategy" of
this Base Prospectus.
(h) Programme Documents
Subject to the qualifications described in the relevant Programme Document(s) to which it is
a party, the Issuer undertakes that no amendment, modification, alteration or supplement
shall be made to any Programme Document to which it is a party without prior Rating
Affirmation if the same materially and adversely affects the interests of the Issuer or the
Bondholders.

For the avoidance of doubt, the Issuer may amend, modify, alter or supplement any
Programme Document to which it is a party without prior Rating Affirmation:

(i)
to cure any ambiguity, omission, defect or inconsistency;
(ii)
to evidence or effect the transition of any party to any Programme Document to
which it is a party to any successor;
(iii)
to add to the undertakings and other obligations of any party (except the Issuer)
under any Programme Document to which it is a party; or
(iv)
to comply with any mandatory requirements of applicable laws and regulations.
In addition, the Issuer undertakes that:
(i)
each Programme Document to which the Issuer is or will become a party will
include limited recourse language pursuant to which the creditors of the Issuer
(including the holders of the Covered Bonds) will agree that their recourse will be
limited to the funds that are available to the Issuer at any relevant date; and
(ii)
each Programme Document to which the Issuer is or will become a party will also
include non-petition language, whereby the creditors of the Issuer (including the
holders of the Covered Bonds) will agree not to commence or to join any
proceedings for the insolvency of the Issuer prior to the end of an eighteen (18)
month period after all Covered Bonds have been paid and discharged in full.