DEUTSCHE BANK AG, LONDON BRANCH as Arranger

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1 DATED: 21 April 2006 EIRLES THREE LIMITED (incorporated with limited liability in Ireland) (the "Issuer") EUR 10,000,000,000 Secured Note Programme (the "Programme") PROSPECTUS (issued pursuant to the base prospectus dated 19 July 2005 (the "Base Prospectus")) Series 198 EUR 30,000,000 Floating Rate Credit Linked Secured Notes due 2015 (the "Notes") DEUTSCHE BANK AG, LONDON BRANCH as Arranger The attention of investors is drawn to the section headed "Investment Considerations and Risk Factors" on page 3 of this Prospectus

2 TABLE OF CONTENTS INVESTMENT CONSIDERATIONS AND RISK FACTORS...3 GENERAL...5 TERMS AND CONDITIONS OF THE NOTES...7 FURTHER INFORMATION CONCERNING THE TRUST INSTRUMENT...24 INFORMATION CONCERNING THE CALCULATION AGENT...26 FURTHER INFORMATION CONCERNING THE SWAP AGREEMENTS...27 USE OF PROCEEDS...28 TAX CONSIDERATIONS...28 LEGAL OPINIONS...28 AVAILABILITY OF PROSPECTUS AND OTHER DOCUMENTS...28 PAYING AGENTS AND LISTING AGENT...28 SELLING RESTRICTIONS...29 ANNEX 1: INFORMATION CONCERNING THE ISSUER...31 ANNEX 2: DEFAULT SWAP AGREEMENT

3 INVESTMENT CONSIDERATIONS AND RISK FACTORS Purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the Notes, the Swap Counterparty, the Reference Entities and all other relevant persons and market and economic factors as they deem appropriate to evaluate the merits and risks of an investment in the Notes. The Issuer and the Arranger disclaim any responsibility to advise purchasers of Notes of the risks and investment considerations associated with the purchase of the Notes as they may exist at the date hereof or from time to time thereafter. However, as part of such independent investigation and analysis, prospective purchasers of Notes should consider all the information set forth in the Base Prospectus and this Prospectus, including the considerations set forth below. Investment in the Notes is only suitable for investors who: (1) have the requisite knowledge and experience in financial and business matters, and access to, and knowledge of, appropriate analytical resources, to evaluate the information contained in the Base Prospectus and this Prospectus and the merits and risks of an investment in the Issuer in the context of such investors financial position and circumstances; (2) are capable of bearing the economic risk of an investment in the Issuer for an indefinite period of time; (3) are acquiring the Notes for their own account for investment, not with a view to resale, distribution or other disposition of the Notes (subject to any applicable law requiring that the disposition of the investor s property be within its control); (4) recognise that it may not be possible to make any transfer of the Notes for a substantial period of time, if at all; and (5) are banks, investment banks, pension funds, insurance companies, securities firms, investment institutions, central governments, large international or supranational organisations or other entities, including inter alia treasuries and finance companies of large enterprises which are active on a regular and professional basis in the financial markets for their own account. Further, each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary s) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes. Neither the Issuer, the Arranger, the Swap Counterparty nor any other person has or will make any representation or statement as to the suitability of the Notes for investors. Investors should obtain all required independent professional advice before purchasing the Notes. Investors should further note that if the net proceeds of the realisation of the security created pursuant to the Trust Instrument are not sufficient to make all payments due in respect of the Notes and for the Issuer to meet its obligations in respect of the termination of the Swap Agreements then the obligations of the Issuer in respect of the Notes and the Swap Agreements will be limited to such net proceeds, any right of the holders of the Notes and the Swap Counterparty to claim payment of any amount exceeding such net proceeds shall be automatically extinguished and the other assets of the Issuer will not be available for payment of any such shortfall which shall be borne by the Noteholders and the Swap Counterparty 3

4 according to the priorities specified in the Trust Instrument. The holders of the Notes shall not be able to petition for the winding up of the Issuer or the appointment of an examiner in respect of the Issuer as a result of any such shortfall. The Notes are secured, limited recourse obligations of the Issuer, ranking pari passu without any preference among themselves and secured in the manner described in paragraph 18 of the Terms of the Notes. Recourse in respect of the Notes will be limited to the Mortgaged Property relating to the Notes. Claims of Noteholders in respect of the Notes and any other persons entitled to the benefit of the security for such Series shall rank in accordance with the priorities specified in the Trust Instrument and in this Prospectus. Default Swap Agreement Pursuant to the Default Swap Agreement, investors in the Notes may be exposed to the credit risk of the reference entities (the Reference Entities ) and the reference obligations (the Reference Obligations ) specified in the Default Swap Agreement. For further information, see paragraph 20 of the Terms of the Notes and also the copy of the Default Swap Confirmation in Annex [3] herein. For further information concerning the Reference Entities also see Annex 3 herein. A Note does not represent a claim against such Reference Entities and, in the event of any loss, a Noteholder will not have recourse under a Note to the Reference Entities. Neither the Issuer, the Arranger, the Swap Counterparty, the Trustee nor any of them or other person on their behalf makes any representation or warranty, express or implied, as to the credit quality of the Reference Entities or the Reference Obligations. Each of such persons may have acquired, or during the term of the Notes may acquire, confidential information with respect to the Reference Entities or the Reference Obligations. None of such persons is under any obligation to make such information available to Noteholders. Fees Fees were paid as part of the transaction of which the issuance of the Notes forms part. For more information please contact the Arranger. Exposure to the Credit Risk of Deutsche Bank AG, London Branch The ability of the Issuer to meet its obligations under the Notes will depend on the receipt by it of payments under the Swap Agreements. Consequently, the Issuer is exposed not only to the occurrence of Credit Events in relation to any of the Reference Entitles, but also the ability of Deutsche Bank AG, London Branch (as Swap Counterparty) to perform its obligations to make payments to the Issuer under the Swap Agreements. THE CONSIDERATIONS SET OUT ABOVE ARE NOT, AND ARE NOT INTENDED TO BE, A COMPREHENSIVE LIST OF ALL CONSIDERATIONS RELEVANT TO A DECISION TO PURCHASE OR HOLD ANY NOTES. THE ATTENTION OF INVESTORS IS ALSO DRAWN TO THE SECTIONS HEADED INVESTOR SUITABILITY AND INVESTMENT CONSIDERATIONS IN THE BASE PROSPECTUS WHICH HAVE BEEN INCORPORATED INTO THIS DOCUMENT BY REFERENCE. 4

5 GENERAL Application has been made to the Irish Financial Services Regulatory Authority (the Financial Regulator ), as competent authority under Directive 2003/71/EC (the "Prospectus Directive"), for the Prospectus to be approved. Application has been made to the Irish Stock Exchange Limited (the Irish Stock Exchange ) for the Notes to be admitted to the Official List and trading on its regulated market. This Prospectus, under which the Notes are issued, incorporates by reference the Base Prospectus issued in relation to the Programme. For the purposes of this document, all references in the Base Prospectus to Securities Note shall be deemed to be references to this document. Deutsche Bank AG, London Branch, of Winchester House, 1 Great Winchester Street, London EC2N 2DB (the Arranger ) is the Arranger for the Notes. Terms defined in the Base Prospectus have the same meaning in this Prospectus. This Prospectus comprises a prospectus for the purposes of the Prospectus Directive. This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the Notes or the distribution of this Prospectus in any jurisdiction where such action is required. The Issuer is a private limited company and accordingly its Articles of Association prohibit any invitation to the public to subscribe for any shares or debentures of the Issuer. This Prospectus does not constitute an invitation to the public within the meaning of the Irish Companies Acts 1963 to 2005 to subscribe for the Notes. The Notes will be governed by and construed in accordance with English law. The Issuer accepts responsibility for the information contained in this document. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make representations other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Arranger or either of them. 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. Upon approval of the Prospectus by the Financial Regulator, the Prospectus will be filed with the Company Registrations Office in Ireland in accordance with Regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations Except as specified in this Prospectus, the Issuer does not intend to provide post issuance transaction information regarding the Notes. Documents Incorporated By Reference This Prospectus should be read and construed in conjunction with the Base Prospectus which has been previously published and approved by the Financial Regulator. The Base Prospectus shall be deemed to be incorporated in, and form part of, this Prospectus, save that any statement contained in the Base Prospectus which is deemed to be incorporated herein shall be deemed to 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, 5

6 by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Prospectus. Expenses All payment of costs and expenses of the Issuer in connection with the issue of the Notes and any related Swap Agreement described in paragraph 20 of the Terms of the Notes set out below, will be met by the Swap Counterparty. It is anticipated that no surpluses shall be accumulated by the Issuer in respect of the Notes. The expenses related to the admission to trading of the Notes on the Irish Stock Exchange are estimated to be EUR 2,600. Documents Available for Inspection Copies of the following documents will be available for inspection and collection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Issuer, the specified office of the Agent in London and the specified office of the Paying Agent in Ireland, free of charge, for so long as the Notes shall remain outstanding and, for so long as the Notes remain listed on the Irish Stock Exchange, at the office of the Listing Agent specified on the back page of this Prospectus: (i) (ii) (iii) (iv) (v) (vi) this Prospectus, the Base Prospectus and any prospectus supplement; the Trust Instrument; each document incorporated by reference into the Trust Instrument (including without limitation the documents setting out the terms of the Agency Agreement, the Purchase Agreement and the Swap Agreement(s) referred to in paragraph 20 of the Terms of the Notes set out below); annual financial statements of the Issuer; the annual financial statements and the quarterly interim financial statements of Deutsche Bank Aktiengesellschaft; the Issuer s memorandum and articles of association. ERISA Considerations By its purchase and acceptance of a Note, each holder will be deemed to have represented and warranted that either (i) no ERISA Plan (as defined below) assets have been used to purchase such Notes or (ii) one or more prohibited transaction statutory or administrative exemptions applies such that the use of such plan assets to purchase and hold such Notes will not constitute a non-exempt prohibited transaction under the U.S. Employee Retirement Income Security Act of 1974, as amended ( ERISA ), or Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the Code ). As used herein ERISA Plan means employee benefit plans subject to Title 1 of ERISA or an individual retirement account or employee benefit plan subject to Section 4975 of the Code or entities which may be deemed to hold the assets of any such plans. 6

7 Terms of Series 198 EUR 30,000,000 Floating Rate Credit Linked Secured Notes due 2015 (the Notes ) The Notes designated as above shall have the following Terms which shall complete, modify and amend the Conditions set forth in the Trust Instrument which shall apply to the Notes as so completed, modified and amended. Unless the context otherwise requires, expressions used herein and not otherwise defined in the Trust Instrument shall have the meanings respectively ascribed to them by the provisions of the 2000 ISDA Definitions and the 2003 Credit Derivatives Definitions as supplemented by the May 2003 Supplement to the 2003 Credit Derivatives Definitions, each as published by the International Swaps and Derivatives Association, Inc. (together, the ISDA Definitions ) or the Schedule to these Terms. If there is any inconsistency between the ISDA Definitions and the provisions of the Schedule hereto, the provisions of the Schedule will prevail. References in the Terms to paragraphs and sub-paragraphs are to the paragraphs and sub-paragraphs of the Terms, unless the context requires otherwise. 1. Issuer: Eirles Three Limited. See Annex 1 Information concerning the Issuer. 2. Arranger: Deutsche Bank AG, London Branch acting through its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB. 3. Series No.: Relevant Currency: Euro ( EUR, Euro or ). 5. Principal Amount: EUR 30,000, Form of the Notes: Bearer. 7. Status: Secured and limited recourse obligations of the Issuer, secured as provided below. 8. Denomination: EUR 100, Issue Price: 100 per cent. 10. Issue Date: 20 December The Trade Date for the Notes is 15 December Maturity Date: 20 December 2015 (the Scheduled Maturity Date ), subject to any postponement of the Maturity Date as provided in this paragraph 11 and subject to adjustment in accordance with the Modified Following Business Day Convention, for which purpose the relevant Business Days are Frankfurt, London, St. Helier (Jersey) and TARGET Settlement Days. If a Credit Event has occurred or, in the opinion of the Swap Calculation Agent, may have occurred 7

8 on or before the Scheduled Maturity Date, the Maturity Date will be postponed: (A) (B) where an Event Determination Date in respect of such Credit Event has occurred on or before the last day of the Notice Delivery Period in respect of such Credit Event, to the third Relevant Business Day following the date on which the last Final Price in respect of the relevant Reference Obligation relating to such Credit Event is determined; or where no Event Determination Date in respect of such Credit Event has occurred on or before the last day of the Notice Delivery Period, to the fifth Relevant Business Day following the last day of the Notice Delivery Period. If the termination date of the Default Swap is postponed in accordance with the terms thereof so that it falls after the Scheduled Maturity Date, the Maturity Date shall be postponed to the fifth Relevant Business Day following the date to which the termination date of the Default Swap is postponed. Any date to which the Maturity Date shall be postponed pursuant to this paragraph 11 shall be the Extended Maturity Date. Event Determination Date and Notice Delivery Period are defined in the Default Swap. In the event that the Maturity Date is to be so postponed, the Issuer will use reasonable endeavours to notify the Irish Stock Exchange at least 10 Business Days prior to the Scheduled Maturity Date and shall, in any event, give such notification as soon as practicable and a notice to such effect will be published in a leading newspaper having general circulation in Ireland. 12. Interest: Interest Rate Basis: Interest Commencement Date: Interest Accrual Dates: The Interest Rate Basis is Floating Rate. The Interest Commencement Date is the Issue Date. The Interest Accrual Dates in respect of the Notes are 20 March, 20 June, 20 September and 20 December in each year (commencing on 20 March 2006) to and including the Scheduled Maturity Date (subject as provided below), subject in each case to adjustment in accordance with the Modified Following Business Day Convention, for 8

9 which purpose the relevant Business Days are Frankfurt, London, St. Helier (Jersey) and TARGET Settlement Days. Interest Periods: Each period from (and including) an Interest Accrual Date (or if none the Interest Commencement Date) to (but excluding) the next (or first) following Interest Accrual Date. Interest Payment Dates: (i) The Interest Payment Date in respect of each Interest Period ending on or before the Interest Accrual Date scheduled to fall in September 2015 shall be the date falling two Relevant Business Days following the relevant Interest Accrual Date. (ii) The Interest Payment Date in respect of the Interest Period ending on (but excluding) the Interest Accrual Date falling on the Scheduled Maturity Date shall be the Scheduled Maturity Date or, if applicable, the Extended Maturity Date. Interest Rate: Benchmark: Spread: Day Count Fraction: The Interest Rate will be the Benchmark plus the Spread. The Benchmark is EUR-EURIBOR-Telerate with a Designated Maturity of three months. Plus per cent. per annum. Actual/360. Primary Source: EUR-EURIBOR-Telerate, as defined in the 2000 ISDA Definitions (save that the reference to Brussels time in the third line thereof shall be deleted and replaced by a reference to London time ) or, if the relevant rate does not appear on the relevant page then EUR-EURIBOR-Reference Banks (to be specified by the Calculation Agent, if required) (provided that for the purpose of both EUR-EURIBOR-Telerate and EUR-EURIBOR- Reference Banks, the words on the day that is two TARGET Settlement Days preceding that Reset Date shall be deemed to be replaced with the words on the Interest Determination Date ). Interest Determination Date: Adjustment of Interest Payments Calculation Agent: The Interest Determination Date is two London Business Days prior to the first day of each Interest Period. Interest Payments may be adjusted by the Calculation Agent in accordance with subparagraph 13(C) below. The Calculation Agent for the Notes will be the Swap Calculation Agent (as defined in paragraph 9

10 20). All communications by Deutsche Bank AG, London Branch in its capacity as Calculation Agent will be made by Deutsche Bank AG, London Branch Swaps Desk to Deutsche Bank AG, London Branch. Trust & Securities Services. All communications to Deutsche Bank AG, London Branch in its capacity as Calculation Agent should be made to Deutsche Bank AG, London Branch Trust & Securities Services. The Calculation Agent shall cause the Interest Rate for each Interest Period determined by it, together with the relevant Interest Payment Date, to be notified to the Issuer, each of the Paying Agents and the Irish Stock Exchange as soon as possible after their determination but in no event later than the commencement of the relevant Interest Period Effect of Credit Event on payments of interest: If an Event Determination Date occurs: (a) (b) interest shall cease to accrue on the principal amount of the Notes to be redeemed pursuant to sub-paragraph 13(B) below (the Credit Event Redemption Principal Amount ) on the Event Determination Date; and; interest accrued on the Credit Event Redemption Principal Amount in respect of the period from (and including) the Interest Accrual Date immediately preceding the Event Determination Date (or if none the Interest Commencement Date) to (but excluding) the Event Determination Date shall be paid on the Cash Settlement Date relating to such Event Determination Date. 13. Redemption at Maturity: (A) The Redemption Amount for each Note shall be, subject to sub-paragraph 13(B) and paragraph 23 below, the outstanding principal amount of such Note. Early Redemption following Credit Event: (B) Following the occurrence of an Event Determination Date pursuant to and in accordance with the provisions of the Default Swap, each Note shall be redeemed on the Cash Settlement Date at a Redemption Amount equal to such Note s pro rata share of the Credit Event 10

11 Redemption Amount. Cash Settlement Date has the meaning ascribed thereto in the Default Swap. Credit Event Redemption Amount means an amount determined by the Calculation Agent in accordance with the formula: (A ((1-B)*C) - D Where: A means the Termination Value; B means the Final Price C means the outstanding principal amount of the Notes; and D means the Early Termination Costs; Termination Value means the termination value of the Asset Swap as determined by the Calculation Agent acting in its sole and absolute discretion. Final Price means the Final Price determined in respect of the relevant Reference Entity pursuant to and in accordance with the provisions of the Default Swap. Early Termination Costs means (as a positive number) any legal or other ancillary costs incurred by the Issuer, the Trustee or the Swap Counterparty as a result of the redemption of the Notes pursuant to this sub-paragraph 13(B) or paragraph 23 below and Condition 8.3, as the case may be, as determined by the Calculation Agent in good faith and in a commercially reasonable manner. Reference Entity has the meaning ascribed thereto in the Default Swap. Payment of the Credit Event Redemption Amount in respect of all the Notes in accordance with the foregoing provisions shall constitute full and final discharge of all the Issuer s obligations in respect of the Notes. Where, in accordance with the provisions of the Default Swap, a Credit Event Notice is delivered after the occurrence of a 11

12 Restructuring Credit Event in respect of a part of the Floating Rate Payer Calculation Amount (the Partial Calculation Amount ) that is less than the outstanding principal amount of the Notes, (1) the provisions of this sub-paragraph 13(B) shall apply to a part of the outstanding principal amount of the Notes equal to the Partial Calculation Amount only; (2) the Asset Swap shall terminate pro rata; and (3) each Note shall be redeemed in an amount equal to its pro rata share of the Credit Event Redemption Amount (such amount to be calculated by the Calculation Agent on the basis of the formula set out above, taking into account any adjustments made by the Calculation Agent acting in a commercially reasonable manner (including, without limitation, any adjustments to the terms and conditions of the Notes made in accordance with subparagraph 13(C) below)). For the avoidance of doubt, the remaining principal amount of each such Note shall remain outstanding, and shall (i) bear interest in accordance with paragraph 12 above; and (ii) be subject to redemption under this sub-paragraph 13(B) following the occurrence of a further Event Determination Date or Dates. Restructuring Credit Event is a Credit Event where Restructuring is the only Credit Event specified in the Credit Event Notice. Adjustments to terms of the Notes: Credit Event Notice, and Floating Rate Payer Calculation Amount are defined in the Default Swap. The terms on which the Notes may be redeemed following the occurrence of an Event Determination Date may be adjusted by the Calculation Agent in accordance with sub-paragraph 13(C) below. (C) The Calculation Agent, acting in a commercially reasonable manner, may make adjustments to the terms and conditions of the Notes, which may include but shall not be limited to, a reduction in the amount of interest payable on the Notes, in any of the following circumstances: 12 (i) if a Merger occurs and no new

13 Reference Entity is substituted for the Affected Reference Entity in accordance with the provisions of the Default Swap; (ii) if, following the occurrence of a Succession Event, in accordance with the provisions of the Default Swap, either: there is more than one Successor to the relevant Reference Entity; or any one of the Reference Entities and one or more other entities are Successors to such Reference Entity; or (iii) if, in accordance with the provisions of the Default Swap, a Credit Event Notice is delivered after the occurrence of a Restructuring Credit Event in respect of a Partial Calculation Amount. Affected Reference Entity, Succession Event and Successor are defined in the Default Swap. If and on each occasion that an Event Determination Date occurs pursuant to and in accordance with the Default Swap, the Calculation Agent shall as soon as reasonably practicable give notice on behalf of the Issuer to the Swap Counterparty, the Agent and the Trustee and to the Noteholders in accordance with Condition 16 (but so that any requirement to have such notice approved in advance by the Trustee under Clause 4.1(G) of the General Trust Terms for Structured Investments arranged by Deutsche Bank AG London/Deutsche Bank Aktiengesellschaft; February 1995 Edition or otherwise shall not apply) (and for so long as the Notes are listed on the Irish Stock Exchange cause a copy of such notice to be delivered to the Irish Stock Exchange) specifying the following information: (i) the fact that an Event Determination Date has occurred and the date thereof; and (ii) the Reference Entity in respect of which the Event Determination Date has occurred. Failure to give any notice referred to in this sub-paragraph 13(C) shall not be an 13

14 Event of Default and shall not affect the validity of any matters in respect of which such notice is required to be given. Purchases: (D) Condition 8.5 (Purchases) will apply to the Notes. Upon any such purchase the Swap Agreements will terminate (pro rata, in the case of a purchase of some only of the Notes) and termination payments in respect of the Swap Agreements may be payable by or to the Issuer. Any purchase of Notes by the Issuer pursuant to Condition 8.5 is conditional upon the receipt by the Issuer of an amount which, plus or minus any termination payments payable to or by the Issuer from or to the Swap Counterparty on the termination (or, as the case may be, partial termination) of the Swap Agreements, is sufficient to fund the purchase price payable by the Issuer. No Optional Redemption: (E) Conditions 8.6, 8.7, and 8.11 will not apply to the Notes. Early Redemption: (F) Except as provided herein the Notes may not be redeemed early. (G) (H) Unless previously redeemed or purchased as specified in sub-paragraphs 13(B) and 13(D) and paragraph 23 below, each Note will be redeemed at its outstanding principal amount on the Scheduled Maturity Date or the Extended Maturity Date, as the case may be. Condition 8.8 shall apply to the Notes as modified by this sub-paragraph 13(H). If following the occurrence of a Swap Counterparty Rating Downgrade, the Swap Counterparty fails to comply with its obligations under sub-paragraph 20(C) below, then subject to the next following paragraph the holders of not less than 75% of the Notes may, at any time after the 30 th calendar day following the occurrence of the Swap Counterparty Rating Downgrade by delivering a duly completed Put Notice (as defined in Condition 8.8(C)) to the specified office of any Paying Agent, require the Issuer to redeem the Notes at their outstanding principal amount on the date falling 10 Business Days after the delivery of the Put Notice (the Put Date ) together with interest accrued to the date of redemption. Notwithstanding the above provisions, if an Event Determination Date has 14

15 occurred on or before the date of delivery of the Put Notice, the Put Notice shall be of no effect and the Notes will be redeemed in accordance with subparagraph 13(B) above. 14. Unmatured Coupons to become void upon early redemption: 15. Talons to be attached to Notes and, if applicable, the number of Interest Payment Dates between the maturity for each Talon (Bearer Notes): 16. Business Day Jurisdictions for Condition 9.8 (jurisdictions required to be open for payment): Yes. Yes. Frankfurt, London, St. Helier (Jersey) and TARGET Settlement Days. In the Terms and for the purposes of the Conditions, references to Business Days shall (except where specified otherwise) be construed as references to days which are Business Days in either Frankfurt, London, St. Helier (Jersey) or a TARGET Settlement Day and Relevant Business Days shall (except where specified otherwise or the context requires) be construed as references to days which are Business Days in Frankfurt, London and St. Helier (Jersey) and which are TARGET Settlement Days. Payments due in respect of the Notes may be made by the Principal Paying Agent. Principal Paying Agent: 17. (a) Notes to be represented on issue by: Deutsche Bank AG, London Branch. Temporary Global Note held by Common Depositary for Euroclear and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ). (b) Applicable exemption: TEFRA D Rules. (c) Temporary Global Note exchangeable for Permanent Global/ Definitive Bearer/ Registered Notes: Yes exchangeable for interests in Permanent Global Note held by Common Depositary for Euroclear and Clearstream, Luxembourg on or after 40 days from Issue Date (or such later date as may be determined to be the Exchange Date in accordance with the terms of the Temporary Global Note) upon certification as to non-u.s. beneficial ownership. 18. Security: Collateral charged to Trustee. 19. Collateral: (1) There will be no Collateral. There will not at any time be any Collateral. Accordingly, from and after the Issue Date, the security for the 15

16 Notes will principally comprise: (i) (ii) (iii) all the Issuer s rights, title and interest under the Swap Agreements and any sums of money, securities or other property received or receivable by the Issuer thereunder; all sums held by the Agents to meet payments due in respect of the Notes; and all of the Issuer s rights, title and interest under the Agency Agreement entered into in respect of the Notes and all sums derived therefrom in respect of the Notes. Consequently, investors principal exposure at any time from and after the Issue Date will be to the Swap Counterparty. (2) The Trustee shall apply all moneys received by it under the Trust Instrument in connection with the realisation or enforcement of the security constituted by or pursuant to the Trust Instrument on the basis of Counterparty Priority, but provided that if the realisation or enforcement of the security constituted by or pursuant to the Trust Instrument has arisen as a result of a redemption of the Notes pursuant to Condition 8.8 as amended by paragraph 13(H) above, then the Trustee shall apply all moneys received by it under the provisions of the Trust Instrument on the basis of Noteholder Priority which shall be deemed to apply (for all purposes) instead of Counterparty Priority. (3) Conditions 4.5 and 4.6 (Purchase of Collateral maturing after the Maturity Date) will not apply to the Notes. 20. Swap Agreements: Yes there will be two Swap Agreements, as specified below. In these Terms and for the purposes of the Conditions, Swap Agreements and Swap Agreement shall mean the Asset Swap and the Default Swap (each as defined below), or either of them, as the context requires. Asset Swap: (A) Under an ISDA Master Agreement which the Issuer and the Swap Counterparty have entered into by executing the Trust 16

17 Instrument (the ISDA Master Agreement ), as supplemented by a confirmation thereto with an effective date of 20 December 2005 (the Asset Swap Confirmation ) (the ISDA Master Agreement as so supplemented by the Asset Swap Confirmation, the Asset Swap ): (i) (ii) (iii) (iv) (v) the Issuer will on the Issue Date pay to the Swap Counterparty the sum of EUR 30,000,000; the Swap Counterparty will pay to the Issuer sums equal to the amounts of interest payable on the Notes as determined in accordance with paragraph 12 above, less an amount equal to the Fixed Amounts payable by the Swap Counterparty under the Default Swap; subject to postponement of the Maturity Date in accordance with paragraph 11 above, and subject to sub-paragraph 13(B) above, on the Scheduled Maturity Date or on the Extended Maturity Date, as the case may be, if or to the extent that the Asset Swap and the Default Swap shall not on or before such date have terminated in accordance with its terms, the Swap Counterparty will pay to the Issuer an amount equal to the Redemption Amount of the Notes; following the occurrence of an Event Determination Date, on the Cash Settlement Date, the Swap Counterparty shall be deemed under the Asset Swap to have paid the Cash Settlement Amount on behalf of the Issuer, the Asset Swap will terminate (in whole or, if so determined in accordance with sub-paragraph 13(B) above, in part) and the Swap Counterparty will pay the Credit Event Redemption Amount to the Issuer; upon termination of the Asset Swap in accordance with subparagraph (iv) above, or if the Notes become subject to mandatory redemption (in whole) 17

18 under Condition 8.3 (as amended by paragraph 23 below), the Asset Swap will be terminated in accordance with its terms and a termination payment may be payable by one party to the other reflecting the total losses and costs of the other party in connection with the Asset Swap; (vi) (vii) (viii) the Issuer has in the Asset Swap agreed to purchase from the Swap Counterparty such Notes as are held by the Swap Counterparty, as required by the Swap Counterparty from time to time; provided that the Issuer will have received an amount which, plus or minus any termination payments payable by or to the Issuer, is sufficient to fund the purchase price payable by the Issuer. Upon such purchase and the payment of any such termination payments, the obligations of the Issuer and the Swap Counterparty will be terminated in whole or, in the case of a purchase of part only of the Notes, reduced pro rata; any amount due and unpaid on any date to either party to the Asset Swap by the other party to the Asset Swap will be subject to the netting provisions of the ISDA Master Agreement; and except as specified above and in certain other circumstances specified therein, the Asset Swap will terminate on the Scheduled Maturity Date or the Extended Maturity Date, as the case may be. Default Swap: (B) Under the ISDA Master Agreement, as supplemented by a confirmation thereto with an effective date of 20 December 2005 (the Default Swap Confirmation ) (the ISDA Master Agreement as so supplemented by the Default Swap Confirmations, the Default Swap ): (i) subject to sub-paragraph (ii) below, the Swap Counterparty shall pay to the Issuer the Fixed Amounts as specified thereunder for purchasing the credit default swap 18

19 protection in respect of the Reference Entity, as described in the Default Swap; (ii) (iii) (iv) (v) following the occurrence of an Event Determination Date, on the Cash Payment Date the Issuer shall pay the Cash Settlement Amount to the Swap Counterparty, which payment shall be deemed to have been made by the Swap Counterparty on behalf of the Issuer under the Asset Swap; the Default Swap will terminate if for any reason the Notes become subject to mandatory redemption (in full) under Condition 8.3 (as amended by paragraph 23), in which event a termination payment may be payable by one party to the other reflecting the total losses and costs of the other party in connection with the Default Swap; upon any termination of the Asset Swap as described in subparagraph 20(A)(vi) above, the obligations of the Issuer and the Swap Counterparty under the Default Swap will be terminated in whole or, in the case of a purchase of part only of the Notes, reduced pro rata; except as specified above and in certain other circumstances specified therein, the Default Swap will terminate on its Termination Date. A copy of the Default Swap Confirmation forms Annex 2 hereto. Swap Counterparty Rating Downgrade: (C) If the short term credit rating of the Swap Counterparty falls below P-1 by Moody s or its long term credit rating falls below A1 by Moody s (each such event, a Swap Counterparty Ratings Downgrade ) then no later than 30 calendar days after the occurrence of such Swap Counterparty Ratings Downgrade the Swap Counterparty shall: 19 (a) obtain a guarantee for its obligations to the Issuer under the Swap Agreements from any other entity

20 having a short term credit rating of at least P-1 by Moody s and a long term credit rating of at least A1 by Moody s and thereafter ensure that its obligations to the Issuer under the Swap Agreements remain guaranteed by an entity having a short term credit rating of at least P- 1 by Moody s and a long term credit rating of at least A1 by Moody s; or (b) (c) novate at the expense of the Swap Counterparty all (and not some only) of its obligations to the Issuer under the Swap Agreements to any other entity having a short term credit rating of at least P-1 by Moody s and a long term credit rating of at least A1 by Moody s; or provide collateral for its obligations to the Issuer under the Swap Agreements in an amount and form determined by the Calculation Agent acting in good faith and in a commercially reasonable manner. In the event that the Swap Counterparty fails to take any of the actions described in (a), (b), or (c) above in accordance with the terms of the Swap Agreements following a Swap Counterparty Ratings Downgrade, the Swap Agreements shall be terminated upon the Notes becoming subject to redemption under Condition 8.8 (as amended by sub-paragraph 13(H) above). Swap Counterparty: Deutsche Bank AG, London Branch. In its capacity as Swap Counterparty, Deutsche Bank AG, London Branch is also designated as the calculation agent (the Swap Calculation Agent ) for the purpose of the Swap Agreements. Any determination (including any determination as to legal construction and interpretation) by the Swap Calculation Agent shall be conclusive and binding on the Issuer, the Trustee, the Noteholders, the Agent and all other persons and no liability shall attach to the Swap Calculation Agent in respect thereof. The foregoing summary is qualified in its entirety by the terms of the Swap Agreements. See also Further information concerning the Swap Agreements below. A copy of the Default Swap Confirmation forms Annex 2 hereto. 20

21 21. Repurchase Agreement: No. Repurchase Counterparty: Not applicable. 22. Credit Support Document: No. 23. Mandatory Redemption: (A) The Notes will be subject to mandatory redemption (in whole) under Condition 8.3. (B) Condition 8.3 shall apply to the Notes and shall be amended as follows: 21 Redemption for taxation and other reasons If: (A) the Issuer, on the occasion of the next payment due in respect of the Notes, would be required by law to withhold or account for tax or would suffer tax in respect of its income so that it would be unable to make payment of the full amount due, then the Issuer shall so inform the Trustee, and shall use all reasonable endeavours to arrange (subject to and in accordance with Condition 13.4) the substitution of a company incorporated in another jurisdiction as the principal obligor or may (with the prior written consent of the Trustee and the Swap Counterparty) change its residence for taxation purposes (or, to the extent permitted by law, change its domicile) to another jurisdiction approved beforehand in writing by the Trustee and the Swap Counterparty and if it is unable to arrange such substitution or change, or if it is unable to do so in a tax efficient manner, before the next payment is due in respect of the Notes; and/or (B) the Swap Agreements are terminated in accordance with their terms prior to their Swap Agreement Termination Date, then each Note will be redeemed at its Early Termination Amount. Notwithstanding the foregoing, if any of the taxes referred to in Condition 8.3(A) above arises (i) by reason of any Noteholder s connection with the jurisdiction of incorporation of the Issuer otherwise than by reason only of the holding of any Note or receiving or being entitled to any principal or interest in respect thereof; or (ii) by reason of the failure by the relevant

22 Noteholder to comply with any applicable procedures required to establish nonresidence or other similar claims for exemption from such tax, then to the extent it is able to do so, the Issuer shall deduct such taxes from the amounts payable to such Noteholder, all other Noteholders shall receive the due amounts payable to them and the Issuer shall not be required by reason of such deduction to endeavour to arrange any substitution, or to redeem the Notes, pursuant to this Condition 8.3. Any such deduction shall not be an Event of Default under Condition 11. If the Notes become subject to mandatory redemption in whole under this paragraph 23 and Condition 8.3 (as amended as provided above) at any time: (1) the Swap Counterparty will, pursuant to the Swap Agreements on behalf of the Issuer, pay the aggregate of the Early Termination Settlement Amounts in respect of all the Notes due to be redeemed to the Agent, on behalf of the Issuer, for payment to the Noteholders; (2) the Agent will pay, on behalf of the Issuer, to the holder of each Note the Early Termination Amount in respect of such Note; and (3) the obligations of the parties under the Swap Agreements will terminate, subject to the due performance of the payment and delivery obligations of the parties. The payment of the Early Termination Amount in accordance with this sub-paragraph 23(B) shall be in full satisfaction of all claims whether of principal, interest (including, for the avoidance of doubt, interest (if any) accrued in respect of the Interest Period during which the Notes become subject to mandatory redemption pursuant to Condition 8.3) or otherwise of a Noteholder which may have accrued on the Notes of which he is the holder, on or prior to the date on which the Notes become subject to mandatory redemption pursuant to Condition 8.3, or which otherwise would have accrued after such date. For these purposes: Early Termination Amount means, in respect of a Note, such Note s pro rata share of the Early 22

23 Termination Settlement Amount. Early Termination Settlement Amount shall mean: (i) the proceeds of enforcement of the security constituted by the Trust Instrument over the Mortgaged Property (the Enforcement Proceeds ), less (ii) (iii) all sums secured on the Mortgaged Property in priority to the claims of the Noteholders, including without limitation any sums payable to the Trustee and any Termination Payments due to the Swap Counterparty under the Swap Agreements (such sums, the Priority Debts ); less Early Termination Costs (as defined in paragraph 13(B) above). 24. Listing: Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official list and trading on its regulated market. There is no assurance that any such listing shall be obtained. 25. The Notes have been accepted in Euroclear and Clearstream, Luxembourg and have the following security codes: Common Code: ISIN Code: XS Rating: None. 27. Custody: Not applicable. 28. Agent for Service of Process: Deutsche Bank AG, London Branch at Winchester House, 1 Great Winchester Street, London EC2N 2DB. 29. Further Issues: For the purposes of Condition 15, if the Issuer creates and issues further notes, the Issuer shall provide additional assets as security for such further notes of an amount determined on the Nominal Basis. 23

24 FURTHER INFORMATION CONCERNING THE TRUST INSTRUMENT General The Trust Instrument is dated the Issue Date and is made between the Issuer, the Trustee (as specified on the back cover of this Prospectus) and the other parties named therein. It is entered into for the purpose of constituting and securing the Notes and setting out the terms of the agreement made between the parties specified therein in relation to the Notes. Set out below is a summary of the main provisions. Provisions Relating to the Issuer and the Trustee The Trust Instrument contains standard provisions which set out various obligations of the Issuer and the Trustee. The Trust Instrument sets out the covenants of the Issuer, including, inter alia, provisions relating to its duty to provide various persons with information, to prepare and display certain information, to only do such things as are contemplated within the Trust Instrument (most importantly, in relation to the issue of the Notes and other limited recourse investments which it is permitted to enter into) and its duties with respect to its obligations in respect of the Notes. The Trust Instrument also sets out the basis for the remuneration, reimbursement of expenses, termination and indemnification of the Trustee in respect of its duties. The Trust Instrument sets out the conditions for replacement of the Trustee; in particular that a replacement trustee must be approved by the Issuer and Noteholders (in the case of both retirement and removal of the Trustee). There will, however, always be a Trustee in place. Provisions which are supplemental to certain statutory provisions and which set out the powers of the Trustee and the extent of its duties are also included. Form of the Notes The Trust Instrument sets out the Issuer s covenant to pay in respect of, and certain provisions relating to, the Notes constituted and secured by the Trust Instrument. It also sets out the form of the Notes themselves (both global and definitive forms). Terms and Conditions of the Notes The terms and conditions of the Notes (the Conditions ), which are incorporated by reference into the Trust Instrument, set out the terms and conditions of the Notes. The Terms are also set out in this Prospectus. The Terms of the Notes supplement, amend and should be read in conjunction with the Conditions. Swap, Agency and Purchase Agreements The Trust Instrument sets out and executes the following: a) the Swap Agreements (as further described in the following section); b) the Agency Agreement, covering the duties, liabilities, appointment and change of the various agents, including the Agent, the Paying Agent, the Custodian and the Selling Agent; and c) the Purchase Agreement covering the provisions relating to the purchase of the Notes by the Arranger, the conditions precedent to such arrangement, various representations, warranties, undertakings and agreements of the Issuer and the Purchaser and the selling restrictions applicable to the distribution of the Notes. 24

25 The above summary is qualified in its entirety by the terms of the Trust Instrument, which will be available as described under the heading General above. 25

26 INFORMATION CONCERNING THE CALCULATION AGENT The Calculation Agent is Deutsche Bank AG, London Branch (the Calculation Agent ) which is the London branch of Deutsche Bank Aktiengesellschaft ( DB AG ). The Calculation Agent s address is Winchester House, 1 Great Winchester Street, London, EC2N 2DB. DB AG is the parent company of a group consisting of banks, capital market companies, fund management companies, a property finance company, instalment financing companies, research and consultancy companies and other domestic and foreign companies. The Calculation Agent's relationship with the Issuer is to act, where applicable, as Calculation Agent in relation to issues of Notes under the Programme. DB AG has a relationship with the Issuer acting, where applicable, in any or all of the capacities of Agent, Arranger and/or Swap Counterparty as detailed in the Conditions in relation to any relevant Series of Notes. Business Activities The objects of DB AG, as laid down in its Articles of Association, include the transaction of all kinds of banking business, the provision of financial and other services and the promotion of international economic relations. DB AG may realise these objectives itself or through subsidiaries and affiliated companies. Calculation Agent s Responsibilities The Calculation Agent is responsible for making any determination or calculation required pursuant to the Terms and Conditions of the Notes. Once a determination or calculation is made, the Calculation Agent is responsible for notifying the Issuer, the Trustee, the Agent, the Registrar, each Paying Agent, the Noteholders, the relevant Arranger and such other persons as may be required by the Terms and Conditions of the Notes. Termination and Appointment of Calculation Agent The appointment of the Calculation Agent will terminate if the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or if a resolution is passed or an order made for the winding up or dissolution of the Calculation Agent. The Issuer may appoint a Calculation Agent and/or terminate the appointment of any Calculation Agent by giving at least 60 days notice to that effect provided that no such termination of the appointment of the Calculation Agent shall take effect until a successor has been appointed and provided further that no such termination shall take effect if as a result of such termination there would cease to be a Calculation Agent. The Issuer will obtain the prior written approval of the Trustee to any appointment or termination by it and take appropriate steps to notify any such appointment or termination to the holders of the Notes. 26

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