Obligation Deutsche Bank 0.05% ( DE000DL19U15 ) en EUR

Deutsche Bank

95.75 % ▲

Allemagne

DE000DL19U15 ( en EUR )

0.05% par an ( paiement annuel )

20/11/2024

Prospectus brochure de l'obligation Deutsche Bank DE000DL19U15 en EUR 0.05%, échéance 20/11/2024

100 000 EUR

500 000 000 EUR

20/11/2024 ( Dans 190 jours )

L'Obligation émise par Deutsche Bank ( Allemagne ) , en EUR, avec le code ISIN DE000DL19U15, paye un coupon de 0.05% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/11/2024

SECURITIES NOTE
(dated 29 September 2023)
Deutsche Bank Aktiengesellschaft
(Frankfurt am Main, Germany)
Euro 35,000,000,000
Structured Covered Bond Programme
guaranteed as to payments of interest and principal by
SCB Alpspitze UG (haftungsbeschränkt)

(Frankfurt am Main, Germany)
Under its Euro 35,000,000,000 structured covered bond programme (the "Programme") Deutsche Bank Aktiengesellschaft (the "Issuer" or "DBAG")
may from time to time issue structured covered bonds (the "Notes"). The price and amount of the Notes will be determined by the Issuer and the
Dealer(s) at the time of issue in accordance with prevailing market conditions.
SCB Alpspitze UG (haftungsbeschränkt) (the "Guarantor") has guaranteed payments of interest and principal under the Notes pursuant to a guarantee
(the "Guarantee") which is secured by a portfolio of loan claims (i) in respect of Retail Loan Receivables regarding principal and interest (including
default interest and prepayment penalties but excluding other claims resulting from the respective loan agreements) against customers of the Issuer
(including loan claims originated by DB Privat- und Firmenkundenbank AG ("DBPFK") and sold to the Guarantor prior to the merger of DBPFK into
DBAG) and/or BHW Bausparkasse Aktiengesellschaft ("BHW") and (ii) in respect of Non-Retail Loan Receivables regarding all claims, rights, title,
interests and benefits of a lender in, to and under the related finance documents originated by the Issuer (the loan claims under (i) and (ii) together, the
"Purchased Loan Receivables"), the related mortgages (or portions thereof) or, in case of certain Non-Retail Loan Receivables if so specified in the
respective loan receivables purchase agreement, interests in the Related Mortgages (the "Purchased Related Mortgages"), and certain additional
collateral securing such Loan Receivables or, in case of certain Non-Retail Loan Receivables, if so specified in the respective loan receivables purchase
agreement, interests in such collateral (the "Purchased Related Additional Collateral" and together with the Purchased Related Mortgages, the
"Purchased Related Collateral", the Purchased Related Collateral together with the Loan Receivables, the "Cover Pool Assets") and other assets of the
Guarantor (such as other assets listed in Article 129 (1) lit. a) to c) of Regulation (EU) No. 575/2013 and other account balances and contractual claims of
the Guarantor) (together with the Cover Pool Assets, the "Cover Pool"). Recourse against the Guarantor under the Guarantee is limited to the Cover
Pool.
The Notes do not qualify as covered bonds within the meaning of Article 52(4) of Directive 2009/65/EC and do not qualify as covered bonds
within the meaning of Directive (EU) 2019/2162 of the European Parliament and of the Council of 27 November 2019 on the issue of covered
bonds and covered bond public supervision and amending Directives 2009/65/EC and 2014/59/EU.
This document constitutes a securities note (the "Securities Note") in respect of all Notes issued under the Programme in accordance with Article 8(1) of
Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered
to the public or admit ed to trading on a regulated market, and repealing Directive 2003/71/EC, as amended (the "Prospectus Regulation"), which,
together with the registration document dated 4 May 2023 and prepared by the Issuer (as supplemented from time to time, the "Registration
Document"), constitutes a base prospectus (as supplemented from time to time, the "Base Prospectus" or "Prospectus") in accordance with Article 8(6)
and Article 10 of the Prospectus Regulation. The Base Prospectus shal supersede and replace the base prospectus dated 29 September 2022 and prepared
in connection with the Programme.
This Securities Note was approved on 29 September 2023 (the "Date of Approval") by the Commission de Surveillance du Secteur Financier (the
"CSSF") of the Grand Duchy of Luxembourg in its capacity as competent authority under the Prospectus Regulation. The CSSF only approved this
Securities Note as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval
by the CSSF should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Securities Note. In
accordance with Article 6 (4) of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities (loi du 16 juillet 2019 relative aux prospectus
pour valeurs mobilières, the "Luxembourg Prospectus Act"), by approving this Securities Note, the CSSF assumes no responsibility for the
economic or financial soundness of the transactions contemplated by this Securities Note or the quality and solvency of the Issuer. Investors
should make their own assessment as to the suitability of investing in the Notes.
The Issuer may request the CSSF to provide competent authorities in Member States within the European Economic Area (the "EEA") with a certificate
of approval (a "Notification") attesting that the Prospectus of which this Securities Note forms part has been drawn up in accordance with the Prospectus
Regulation.
Application has also been made by the Issuer to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the Official List
of the Luxembourg Stock Exchange and to be admitted to trading on the Luxembourg Stock Exchange's regulated market or on the professional segment
of the regulated market of the Luxembourg Stock Exchange. Notes issued under the Programme may also be admit ed to trading on the regulated market
of any other stock exchange which is, like the regulated market of the Luxembourg Stock Exchange, a regulated market for the purposes of Directive
2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and
Directive 2011/61/EU (as amended, "MiFID II"). Notes issued under the Programme may also be admitted to trading or listed on an unregulated market
such as the "Euro MTF" market of the Luxembourg Stock Exchange or may not be admitted to trading or listed.
The Prospectus (comprising this Securities Note and the Registration Document) is valid for a period of twelve months from the Date of Approval, i.e.
until (and including 29 September 2024. The obligation to supplement the Prospectus (comprising this Securities Note and the Registration Document) in
the event of a significant new factor, material mistake or material inaccuracy shal not apply once the Prospectus (comprising this Securities Note and the
Registration Document) is no longer valid.

Arranger

Deutsche Bank Aktiengesellschaft
This Securities Note, the Registration Document, any document incorporated by reference in this Securities Note or the Registration Document and any
supplement relating to information contained in this Securities Note or the Registration Document are available in electronic form on the website of the
Luxembourg Stock Exchange (www.luxse.com/programme/Programme-DeutscheBank/14351) and on the website of the Issuer (www.db.com under
"Investor Relations") and wil be viewable on, and obtainable free of charge from, such websites. For the avoidance of doubt, none of the information
contained in the aforementioned websites (other than the information incorporated by reference in this Securities Note), forms part of this Securities Note
or has been scrutinised or approved by the CSSF.
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TABLE OF CONTENTS

SECTION
PAGE
Important Notices ........................................................................................................................................ 5
Risk Factors ............................................................................................................................................... 12
General Description of the Programme .................................................................................................. 52
Conditions of the Notes ............................................................................................................................. 74
Form of Final Terms ............................................................................................................................... 128
The Guarantee ......................................................................................................................................... 144
The Trust Agreement .............................................................................................................................. 154
The DBAG Master Loan Receivables Purchase Agreement ............................................................... 185
The DBPFK Master Loan Receivables Purchase Agreement ............................................................. 209
The BHW Master Loan Receivables Purchase Agreement ................................................................. 223
The DBAG Master Loan Receivables Purchase Agreement (CRE Loans) ........................................ 240
The Master Investments Purchase Agreement ..................................................................................... 263
The DBAG Servicing Agreement ........................................................................................................... 272
The DBPFK Servicing Agreement ......................................................................................................... 290
The BHW Servicing Agreement ............................................................................................................. 308
Master Definitions Agreement ............................................................................................................... 326
SCB Mandate ........................................................................................................................................... 372
Guarantor Bond ...................................................................................................................................... 383
The Funding Agreement ......................................................................................................................... 387
Certain Matters of German Law related to Credit Agreements ......................................................... 398
Description of the Documentation of CRE Loans ................................................................................ 404
Retail Credit and Col ection Policies for Retail Loan Receivables ..................................................... 406
Non-Retail Credit and Collection Policies for Non-Retail Loan Receivables .................................... 411
Corporate Administration of the Guarantor ........................................................................................ 415
Cash Administration and the Guarantor Accounts ............................................................................. 418
Data Protection ........................................................................................................................................ 423
The Guarantor ......................................................................................................................................... 424
The Corporate Administrator of the Guarantor .................................................................................. 428
The Sel ers ................................................................................................................................................ 429
The Trustee .............................................................................................................................................. 430
The Fiscal Agent, the Cash Administrator and the Account Bank. ................................................... 431
Taxation .................................................................................................................................................... 432
Selling Restrictions .................................................................................................................................. 449
General Information ............................................................................................................................... 456
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Documents Incorporated by Reference ................................................................................................. 458
Index of Defined Terms .......................................................................................................................... 460

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IMPORTANT NOTICES
Notice of the aggregate principal amount of Notes, interest (if any) payable in respect of Notes, the
issue price of Notes and certain other information which is applicable to each tranche of Notes (each, a
"Tranche") will be set out in a final terms document (the "Final Terms") which will be filed with the
CSSF.
Copies of Final Terms and the Guarantee Agreement will be available from the registered office of the
Issuer and the specified office set out below of the Fiscal Agent. In the case of Notes that are to be
listed on the Official List of, and admitted to trading on, the regulated market (including its
professional segment) of the Luxembourg Stock Exchange, the applicable Final Terms will be
available on the Luxembourg Stock Exchange's website (www.luxse.com/programme/Programme-
DeutscheBank/14351), but only for so long as such admission to trading and listing is maintained and
the rules of the Luxembourg Stock Exchange or the laws or regulations so require.
This Securities Note should be read and understood in conjunction with the Registration Document,
any document incorporated by reference in this Securities Note (see the section entitled "Documents
Incorporated by Reference") and any supplement relating to information contained in this Securities
Note. Full information on the Issuer, the Guarantor and any Notes issued under the Programme is only
available on the basis of the combination of the information contained in this Securities Note, the
Registration Document, any document incorporated by reference in this Securities Note or the
Registration Document, any supplement relating to information contained in this Securities Note or the
Registration Document and the relevant Final Terms.
No person is or has been authorised to give any information or to make any representations, other than
those contained in this Securities Note, in connection with the Programme or the issue and 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, any Dealer, the Sellers, the Servicers, the Cash
Administrator, the Trustee, the Data Trustee, the Corporate Administrator, the Fiscal Agent or the
Account Bank or any of their respective affiliates or advisors. Neither the delivery of this Securities
Note or the Registration Document nor any sale, allotment or solicitation made hereunder or otherwise
in connection with the offering of the Notes shall, under any circumstances, create any implication or
constitute a representation that the information herein is correct as of any time subsequent to the date
hereof.
Neither this Securities Note nor the Registration Document nor any other information supplied in
connection with the Programme or any Notes (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by the Issuer, the Arranger or any of the
Dealers that any recipient of this Securities Note or the Registration Document or any recipient of any
other information supplied in connection with the Programme or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the
Issuer and the Guarantor. Neither this Securities Note nor the Registration Document nor any other
information supplied in connection with the Programme or the issue of any Notes constitutes an offer
or invitation by or on behalf of the Issuer or any of the Dealers to subscribe for or to purchase any
Notes.
This Securities Note as well as any Final Terms reflect the status as of their respective dates of issue.
Neither the delivery of this Securities Note nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in the aforementioned related documents is
accurate and complete subsequent to the date hereof or that there has been no adverse change in the
financial condition of the Issuer since such date or that any other information supplied in connection
with the Programme is correct at any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.

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The Issuer has undertaken for the benefit of any Dealer to amend or supplement this Securities Note
and the Registration Document or publish a new securities note or registration document if and when
the information herein or therein should become materially inaccurate or incomplete and has further
agreed with the Dealers to furnish a supplement relating to information contained in this Securities
Note or the Registration Document in the event of any significant new factor, material mistake or
material inaccuracy relating to the information included in this Securities Note or the Registration
Document, as applicable, which may affect the assessment of the Notes and which arises or is noted
between the time when this Securities Note has been approved and the final closing of any Tranche of
Notes offered to the public in an EEA Member State or, as the case may be, when trading of any
Tranche of Notes on a regulated market of a stock exchange located in an EEA Member State begins,
whichever occurs later.
Prohibition of Sales to Retail Investors in the European Economic Area - The Final Terms in
respect of any Notes will include a legend entitled "Prohibition of Sales to Retail Investors in the
European Economic Area", meaning that the Notes are not intended to be offered, sold or otherwise
made available to and, with effect from such date, should not be offered, sold or otherwise made
available to any retail investor in the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a customer
within the meaning of Directive (EU) 2016/97 of the European Parliament and of the Council of 20
January 2016 on insurance distribution, as amended (the "Insurance Distribution Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II, or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no
key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling those Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling those Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to Retail Investors in the United Kingdom - The Final Terms in respect of any
Notes will include a legend entitled "Prohibition of Sales to Retail Investors in the United Kingdom",
meaning that the Notes are not intended to be offered, sold or otherwise made available to and, with
effect from such date, should not be offered, sold or otherwise made available to any retail investor in
the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a
customer within the meaning of the provisions of the FSMA and any rules or regulations made under
the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify
as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA
(the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
MiFID II Product Governance / Target Market - The Final Terms in respect of any Notes will
include a legend entitled "MiFID II Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take
into consideration the target market assessment; however, a Distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the product
governance rules under Commission Delegated Directive (EU) 2017/593 (the "MiFID II Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
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Notes, but otherwise neither the Arranger nor any Dealer nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID II Product Governance Rules.
UK MiFIR Product Governance / Target Market - The Final Terms in respect of any Notes will
include a legend entitled "UK MiFIR Product Governance" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate.
Any Distributor should take into consideration the target market assessment; however, a Distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels).
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect
of such Notes, but otherwise neither the Arranger nor any Dealer nor any of their respective affiliates
will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Neither this Securities Note nor the Registration Document constitutes an offer to sell or the
solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to
make the offer or solicitation in such jurisdiction. The distribution of this Securities Note and the
Registration Document and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Dealers do not represent that this Securities Note or the Registration Document
may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption
available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Issuer or any Dealer which would permit a public offering
of any Notes in any jurisdiction (other than any EEA Member State) or distribution of this Securities
Note or the Registration Document in any jurisdiction where action for that purpose is required.
Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Securities Note
nor the Registration Document nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Securities Note, the Registration
Document or any Notes may come must inform themselves about, and observe, any such restrictions
on the distribution of this Securities Note and the Registration Document and the offering and sale of
Notes. In particular, there are restrictions on the distribution of this Securities Note and the offer or
sale of Notes in the United States, the United Kingdom, the EEA, Australia, Hong Kong, Japan and
Switzerland (see the section entitled "Selling Restrictions").
In making an investment decision, investors must rely on their own examination of the Issuer, the
Guarantor and the terms of the Notes being offered, including the merits and risks involved. The Notes
have not been approved or disapproved by the United States Securities and Exchange Commission or
any other securities commission or other regulatory authority in the United States, nor have the
foregoing authorities approved this Securities Note or the Registration Document or confirmed the
accuracy or the adequacy of the information contained in this Securities Note or the Registration
Document. Any representation to the contrary is unlawful.
In particular, the Notes have not been and will not be registered under the United States Securities Act
of 1933 (as amended) (the "Securities Act") and may not be offered or sold in the United States or to,
or for the account or benefit of, (a) a "U.S. person" as defined in Regulation S under the Securities Act
("Regulation S"), (b) a person other than a "Non-United States person" as defined in Rule 4.7 under
the United States Commodity Exchange Act of 1936, as amended (the "Commodity Exchange Act"),
or (c) a "U.S. person" as defined in the Interpretive Guidance and Policy Statement Regarding
Compliance with Certain Swap Regulations promulgated by the Commodity Futures Trading
Commission (the "CFTC") pursuant to the Commodity Exchange Act, or in regulations or guidance
adopted under the Commodity Exchange Act (each such person, a "U.S. person").
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The Notes do not constitute, and have not been marketed as, contracts of sale of a commodity for
future delivery (or options thereon) subject to the Commodity Exchange Act, and trading in the Notes
has not been approved by the CFTC pursuant to the Commodity Exchange Act.
The Notes are not deposits. The Notes are not insured by the U.S. Federal Deposit Insurance
Corporation or any other agency, and are subject to investment risk, including the possible loss of
principal. The Notes have not been approved or disapproved by the U.S. Federal Deposit Insurance
Corporation nor has the U.S. Federal Deposit Insurance Corporation passed on the adequacy or
accuracy of this Securities Note. Any representation of the contrary is unlawful.
The language of this Securities Note is English.
Neither this Securities Note nor the Registration Document nor any Final Terms may be used
for the purpose 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 an offer or
solicitation.
Neither this Securities Note nor the Registration Document nor any Final Terms constitutes an offer or
an invitation to subscribe for or purchase any Notes and should not be considered as a
recommendation or a statement of an opinion (or a report of either of those things) by the Issuer, any
Dealer or any of them that any recipient of this Securities Note, the Registration Document or any
Final Terms should subscribe for or purchase any Notes. Each recipient of this Securities Note or any
Final Terms shall be taken to have made its own appraisal of the condition (financial or otherwise) of
the Issuer.
None of the Dealers or the Issuer makes any representation to any purchaser of the Notes regarding the
legality of its investment under any applicable laws. Any purchaser of the Notes should be able to bear
the economic risk of an investment in the Notes for an indefinite period of time.
Pursuant to this Securities Note, Notes may be issued whose interest will be calculated by reference to
a specific benchmark which will be provided by an administrator (the "Benchmark-linked Notes").
As at the date of this Securities Note, the specific benchmark applicable to an issue of Benchmark-
linked Notes has not yet been determined. However, interest payable under Benchmark-linked Notes
may be calculated by reference to (i) EURIBOR (Euro Interbank Offered Rate) which is provided by
the European Money Markets Institute ("EMMI"), (ii) STR (Euro Short-Term Rate) which is
provided by the European Central Bank (the "ECB"), (iii) SOFR (Secured Overnight Financing Rate)
which is provided by the Federal Reserve Bank of New York (the "Federal Reserve") or (iv) SONIA
(Sterling Overnight Index Average) which is provided by the Bank of England (the "BoE").
As at the date of this Securities Note, only EMMI is included as administrator in the register (the
"ESMA Register") of administrators and benchmarks established and maintained by the European
Securities and Markets Authority (the "ESMA") pursuant to Article 36 of the Regulation (EU)
2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as
benchmarks in financial instruments and financial contracts or to measure the performance of
investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No
596/2014, as amended (the "Benchmarks Regulation").
As at the date of this Securities Note, none of the ECB, the Federal Reserve or BoE appear on the
ESMA Register. As far as the Issuer is aware, the exemption set out in point (a) of Article 2 (2) of the
Benchmarks Regulation applies to the ECB, the Federal Reserve and the BoE so that STR, SOFR and
SONIA may be used without any recognition, endorsement or equivalence.

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RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for the information contained in this Securities Note, provided that,
in respect to the chapters entitled "THE CORPORATE ADMINISTRATOR" and "THE TRUSTEE"
(the "Excluded Information"), the Issuer's responsibility is limited to the correct reproduction of the
content for which the Corporate Administrator and the Trustee, respectively, accept responsibility for
the Excluded Information relating to them. The Issuer hereby declares that to the best of its knowledge
the information contained in this Securities Note other than the Excluded Information is in accordance
with the facts and makes no omission likely to affect its import.
In respect of the Excluded Information, the Corporate Administrator and the Trustee, respectively,
accept responsibility for the Excluded Information relating to them. To the best of the knowledge and
belief of the Corporate Administrator and the Trustee, respectively, the Excluded Information related
to it is in accordance with the facts and makes no omission likely to affect its import.
Save for obligations of DBAG in its capacity as Servicer of certain Cover Pool Assets, DBAG
expressly does not undertake to review the loans underlying the Loan Receivables (the "Loans" and
each such loan a "Loan") or any other Cover Pool Assets during the life of the Notes or to advise any
investor in the Notes of any information coming to its attention or any of its affiliates.
Other than as explicitly set out above, the Arranger and the Dealers have not independently verified
the information contained in this Securities Note and the Prospectus as a whole. Accordingly, no
representation, warranty or undertaking, whether express or implied, is made and no responsibility is
accepted by the Arranger and the Dealers with respect to the accuracy or completeness of this
Securities Note and the Prospectus as a whole or any further information supplied in connection
therewith, other than as explicitly set out above. The Arranger and the Dealers accept no liability in
relation to this Securities Note and the Prospectus as a whole or its distribution or with regard to other
information supplied by the Issuer herein, save for the mandatory provisions of law other than as
explicitly set out above.

WITHHOLDING TAX
If any withholding or deduction for or on account of tax is applicable to the Notes, payment of interest
on, and principal in respect of, the Notes will be made subject to such withholding or deduction. In
such circumstances, neither the Issuer nor the Guarantor, the Arranger, the Dealers, the Fiscal Agent,
the Cash Administrator, the Trustee, the Data Trustee, the Account Bank, the Servicers, the Corporate
Administrator nor any other party to the Transaction Documents will be obliged to pay any additional
amounts as a consequence

SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is incorporated as a German stock corporation with limited liability (Aktiengesellschaft).
All the members of the Management Board (Vorstand) and most of the members of the Supervisory
Board (Aufsichtsrat) of the Issuer are non-residents of the United States, and all or a portion of the
assets of the Issuer and such persons are located outside the United States. As a result, it may not be
possible for holders or beneficial owners of the Notes to effect service of process within the United
States upon the Issuer or such persons, or to enforce against any of them in U.S. courts judgments
obtained in such courts predicated upon the civil liability provisions of the federal securities or other
laws of the United States or any state or other jurisdiction thereof.

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STABILISATION MANAGER
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as the Stabilisation Manager(s) in the applicable Final Terms (or persons acting on behalf
of any Stabilisation Manager(s)) may, outside Australia (and on a market operated outside Australia)
and in accordance with applicable law, over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which the adequate public disclosure of the final terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days
after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in
accordance with all applicable laws and rules.

ELIGIBILITY FOR EUROSYSTEM
There is no guarantee that any of the Notes will be recognised as eligible collateral (or recognised to
fall into any specific category of eligible collateral) for purposes of monetary policy and intra-day
credit operations by the European Central Bank's liquidity scheme ("Eurosystem") either upon issue
or at any or all times while any Notes are outstanding. Eurosystem eligibility may affect the
marketability of the Notes.

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