Bond Deutsch Bank London 0% ( XS1628428119 ) in USD

Issuer Deutsch Bank London
Market price refresh price now   100 %  ⇌ 
Country  Germany
ISIN code  XS1628428119 ( in USD )
Interest rate 0%
Maturity 19/11/2026



Prospectus brochure of the bond Deutsche Bank (London Branch) XS1628428119 en USD 0%, maturity 19/11/2026


Minimal amount 120 000 USD
Total amount 2 000 000 000 USD
Detailed description Deutsche Bank (London Branch) is a subsidiary of Deutsche Bank AG, operating as a significant financial institution in London, offering a wide range of banking and financial services.

The Bond issued by Deutsch Bank London ( Germany ) , in USD, with the ISIN code XS1628428119, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 19/11/2026







PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities are not
intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area
("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 Directive 2014/65/EU (as
amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (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 Regulation (EU) 2017/1129, as amended (the
"Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or
selling the Securities or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Securities or otherwise making
them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation. Notwithstanding the above, if the Dealer subsequently prepares and
publishes a key information document under the PRIIPs Regulation in respect of the
Securities, then the prohibition on the offering, sale or otherwise making available the
Securities to a retail investor in the EEA as described above shall no longer apply.
PROHIBITION OF SALES TO UK RETAIL INVESTORS: The Securities are not
intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom. 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 (as amended, the
"EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made
under the FSMA to implement Directive (EU) 2016/97, 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; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of
domestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for
offering or selling the Securities or otherwise making them available to retail investors
in the United Kingdom has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the United
Kingdom may be unlawful under the UK PRIIPs Regulation. Notwithstanding the
above, if the dealer subsequently prepares and publishes a key information document
under the UK PRIIPs Regulation in respect of the Securities, then the prohibition on
the offering, sale or otherwise making available the Securities to a retail investor in the
United Kingdom as described above shall no longer apply.
PROHIBITION OF SALES TO RETAIL INVESTORS IN SWITZERLAND: The
Securities are not intended to be offered, sold or otherwise made available to any retail
client as defined in Article 4(1) of the Swiss Federal Act on Financial Services of 15
June 2018 ("FinSA"). Consequently, no key information document required for offers
to retail clients in Switzerland under the FinSA has been prepared. Therefore, offering
or selling the Securities or otherwise making them available to any such retail client is
unlawful under the mentioned rules.

LISTING PROSPECTUS
Listing Prospectus dated 21 January 2022
1



DEUTSCHE BANK AG, LONDON BRANCH
LEI: 7LTWFZYICNSX8D621K86

as Issuer

Listing of Increased Issue of USD 3,000,000,000 Series R23 Five Year Floating Rate
Notes with Quarterly Coupons due November 2026 (the "Notes" or "Securities") (to be
consolidated and to form a single series with the Issue of USD 1,000,000,000 Series
R23 Five Year Floating Rate Notes with Quarterly Coupons due November 2026 (the
"Tranche One Securities"))

(ISIN: XS1628428119)
X-markets Programme for the issuance of Certificates, Warrants and Notes
This Listing Prospectus is prepared in conjunction with the Securities issued by Deutsche Bank
AG, London Branch (the "Issuer") under its X-markets Programme for the issuance of
Certificates, Warrants and Notes dated 20 June 2019 (the "Programme"). This Listing
Prospectus is not a prospectus published in accordance with the requirements of Regulation
(EU) 2017/1129 as amended from time to time (the "Prospectus Regulation"). This Listing
Prospectus constitutes a prospectus for the purpose of the Luxembourg Law dated 16 July
2019 on prospectuses for securities.
This Listing Prospectus, together with the documents incorporated by reference herein,
comprises the listing prospectus approved by the Luxembourg Stock Exchange required for the
listing and admission to trading of the Securities on Luxembourg Stock Exchange's
Professional Segment of the Euro MTF. Full information on the Issuer and the issue of the
Securities is only available on the basis of the combination of the provisions set out within this
Listing Prospectus and the information incorporated by reference herein. This Listing
Prospectus may be used only for the purposes for which it has been published.
Responsibility Statement: The Issuer accepts responsibility for the information given in this
Listing Prospectus and confirms that, having taken all reasonable care to ensure that such is
the case, the information contained in this Listing Prospectus is, to the best of its knowledge,
in accordance with the facts and does not omit anything likely to affect its import.
No authorisation of any person to give any information other than as set out in this Listing
Prospectus: No person has been authorised to give any information or to make any
representation other than as contained in this Listing Prospectus in connection with the issue
or sale of the Securities and, if given or made, such information or representation must not be
relied upon as having been authorised by Deutsche Bank AG, London Branch as the Issuer
and as dealer (the "Dealer").
Statement of no Material Adverse Change: There has been no material adverse change in the
prospects or financial position of Deutsche Bank AG since 31 December 2020.

2



TABLE OF CONTENTS
Page
OVERVIEW OF COLLATERAL ARRANGEMENTS ...................................................4
RISK FACTORS .........................................................................................................9
INCORPORATION BY REFERENCE ...................................................................... 16
FINAL TERMS ......................................................................................................... 19
SECURED CONDITIONS ........................................................................................ 42


3



OVERVIEW OF COLLATERAL ARRANGEMENTS

The below is an overview of certain provisions of the Collateral Transaction Documents and
the Secured Conditions and is subject to, and qualified in its entirety by, the detailed provisions
of the Collateral Transaction Documents and the Secured Conditions. Copies of the Euroclear
Agreements, the Collateral Monitoring Agent Agreement, the Trust Deed and the Pledge
Agreement are available for inspection by Securityholders free of charge during normal
business hours at the offices of the relevant Agent.
A prospective purchaser of the Securities should also carefully review the risk factors in relation
to Collateralised Securities set out in the section of this Listing Prospectus entitled "Risk
Factors" before purchasing any Securities.
Unless otherwise defined, defined terms in this section have the meanings set out in the
Secured Conditions.
In order to secure its obligations in respect of the Securities, the London branch or head office
in Frankfurt of Deutsche Bank Aktiengesellschaft (the "Issuer") will enter into security
arrangements with the Collateral Arrangement Parties under the Collateral Transaction
Documents for such series of Collateralised Securities. The Collateral Transaction Documents
comprise:
· The Pledge Agreement, which is governed by Belgian law, under which the Issuer
grants security over securities and cash in the Secured Accounts held in the Euroclear
System in favour of the Security Trustee for the benefit of the Securityholders of the
Securities and the other Secured Parties.

· The Trust Deed, which is governed by English law, under which the Issuer appoints
the Security Trustee to hold the security constituted by the Pledge Agreement in favour
of the Securityholders and the other Secured Parties and perform certain other
functions.

· The Collateral Monitoring Agent Agreement, which is governed by English law, under
which the Issuer appoints the Collateral Monitoring Agent to calculate the Required
Collateral Value and perform the Collateral Test in respect of the Securities and
perform certain other functions.

· The Custody Agreement, which is governed by English law, under which the Security
Trustee appoints the Custodian (Security Trustee) to act as its custodian in relation to
the Collateral Assets held in the Secured Accounts in the Euroclear System.

· The Euroclear Agreements, which are governed by English law or Belgian law, as
applicable, which relate to the operation of the Secured Accounts and Euroclear's role
as triparty agent in respect of the Secured Accounts. The Euroclear Agreements
comprise the Euroclear Terms and Conditions, the Collateral Service Agreement and
the Single Pledgor Pledged Account Agreement.
The terms and operation of the collateral arrangements in respect of the Securities may differ
from the collateral arrangements of other series of Collateralised Securities principally in
relation to:
(i)
the method and frequency of calculating the Required Collateral Value;
(ii)
the types of Eligible Collateral Assets that may be held in the Secured Accounts and
the haircut or margin used to discount the market value of such Eligible Collateral
Assets; and
4



(iii)
the process for monitoring that sufficient Eligible Collateral Assets are held in the
Secured Accounts, namely the Collateral Test, and the frequency with which the
Collateral Test is performed.
Each series of Collateralised Securities (including the Securities) will be secured by a separate
pool of collateral comprising Collateral Assets held in segregated Secured Accounts in the
Euroclear System.
Operation of the Secured Accounts
The Secured Accounts are held in the Euroclear System in Belgium in the name of the
Pledgee's Representative. The Euroclear System is a securities clearing and settlement system
operated in Brussels by Euroclear. The Pledgee's Representative structure is a method by
which the Pledgee's Representative can act on behalf of the Security Trustee which is not a
direct participant in the Euroclear System. The Pledgee's Representative is a direct participant
in the Euroclear System. The Secured Accounts are opened in the name of the Pledgee's
Representative, which in turn acts in its own name but for the account of the Security Trustee
in relation to the operation of the Secured Accounts.
Euroclear provides a triparty collateral service in relation to the Secured Accounts for the Issuer
and the Pledgee's Representative in accordance with the terms of the Euroclear Agreements.
Euroclear's triparty collateral service has three primary features: the processing of operations
(such as adjustments and substitution of Collateral Assets) relating to the Secured Accounts,
marking to market securities that are (or are proposed to become) Collateral Assets, and
supplying reports to the Issuer, the Pledgee's Representative and the Collateral Monitoring
Agent.
Required Collateral Value
The Required Collateral Value of the Securities is the value of Collateral Assets that, after taking
into account certain adjustments, are required to be held in the Secured Accounts. On or before
each periodic Required Collateral Value Notification Date, the Required Collateral Value is
calculated by the Collateral Monitoring Agent and notified to the Pledgee's Representative and
the Issuer. The Required Collateral Value may fluctuate during the term of the Securities. The
methodology used to calculate the Required Collateral Value for the Securities is "Par Plus
Accrued Interest Collateralisation". The Required Collateral Value in respect of the Collateral
Pool and a Collateral Test Date will be the product of (i) the Collateralisation Percentage, and
(ii) the aggregate of the par value and accrued but unpaid interest (if any) of each outstanding
Non-Inventory Collateralised Security of such series of Collateralised Securities on the
Collateralised Securities Valuation Date, as determined by the Collateral Monitoring Agent.
Inventory Collateralised Securities that are held by the Issuer or its affiliates will be disregarded
in the calculation of the Required Collateral Value and will not be collateralised.
The Collateral Monitoring Agent will notify the Issuer and the Pledgee's Representative of the
Required Collateral Value for each periodic Required Collateral Value Notification Date. The
Issuer and the Pledgee's Representative will in turn provide matching instructions to Euroclear
specifying the Required Collateral Value as the "Intended Transaction Amount" pursuant to the
Collateral Service Agreement if the Required Collateral Value has changed from the last
Required Collateral Value jointly notified via matching instructions to Euroclear.



5



Collateral Test
Euroclear will use the "Margined Value"1 of eligible securities and cash held in the Secured
Accounts to determine and report whether a "Transactional Margin Deficit" 2 exists for the
purposes of reporting any such deficit to the Issuer and the Pledgee's Representative, which
will in turn provide such reports to the Collateral Monitoring Agent. On a daily basis, Euroclear
will calculate the Margined Value of eligible securities and cash held in the Secured Accounts
relating to the Securities. When calculating the Margined Value of a security, Euroclear first
determines the "Market Value"3 of the security by marking the security to market based on
pricing information obtained in the ordinary course of business using certain specified methods
and sources. Euroclear then reduces the Market Value of the security or the amount of the cash
by its applicable "Margin Percentage"4 or "Haircut Percentage"5 as specified in Annex II of the
CSA Terms and Conditions and converts the result into the Collateral Valuation Currency. A
Transactional Margin Deficit is the excess of the Transaction Amount6 (being the Required
Collateral Value jointly notified by the Issuer and Pledgee's Representative to Euroclear as the
"Intended Transaction Amount" following adjustment of such amount for certain settlement
failures) as of such day over the Margined Values of all eligible securities and cash held in the
Secured Accounts as of such day.
If "Autoselect" applies under the Euroclear Documents and the Transactional Margin Deficit is
greater than or equal to the "Minimum Margin Amount"7, Euroclear will automatically attempt to

1 The Collateral Service Agreement defines Margined Value as:

In case a Margin Percentage is chosen: with respect to an Eligible Security or Collateral Security, the Market Value of that Security
(including any accrued interest on that Security) divided by the applicable Margin Percentage (expressed as a decimal) and converted
into the applicable Transaction Currency or, with respect to an amount of Eligible Cash or Collateral Cash, the amount of that Cash
divided by the applicable Margin Percentage (expressed as a decimal) and translated into the applicable Transaction Currency.

In case a Haircut Percentage is chosen: with respect to an Eligible Security or Collateral Security, the Market Value of that Security
(including any accrued interest on that Security) multiplied by the applicable Haircut Percentage (expressed as a decimal) and converted
into the applicable Transaction Currency or, with respect to an amount of Eligible Cash or Collateral Cash, the amount of that Cash
multiplied by the applicable Haircut Percentage (expressed as a decimal) and translated into the applicable Transaction Currency.

2 The Collateral Service Agreement defines "Transactional Margin Deficit" as:

On any Business Day, with respect to a Transaction, the excess (if any) of:
·
The Transaction Amount of the Transaction as of such day; over
·
The sum of the Margined Values of all Collateral Securities and all amounts of Collateral Cash with respect to the Transaction
as of such day.

3 The Collateral Service Agreement defines Market Value as:

On any Business Day, with respect to any Security, the market value of such Security as calculated by the Bank based on pricing
information obtained by the Euroclear Operator in the ordinary course of its business using methods and sources described in the
Operating Procedures.

4 The Collateral Service Agreement defines Margin Percentage as:

The percentage(s) specified in Annex II to the CSA Terms and Conditions, in one or more sets, as such Annex may be amended from
time to time.

5 The Collateral Service Agreement defines Haircut Percentage as:

The percentage(s) specified in Annex II to the CSA Terms and Conditions, in one or more sets, as such Annex may be amended from
time to time.

6 The Collateral Service Agreement defines Transaction Amount as:

With respect to a Transaction, the Intended Transaction Amount:

·
increased by the amount of any collateral which fails to be received in Collateral Giver's Account due to a failure of instructions
to settle, with respect to a Transaction-size decrease;
·
increased by the amount of any cash which fails to be received in Collateral Taker's Account due to a failure of instructions to
settle, with respect to a substitution of Eligible Securities for Collateral Securities;
·
decreased by the amount of any collateral which fails to be received in Collateral Taker's Account, whether due to a failure of
instructions to settle or to the unavailability of Eligible Securities selected in accordance with the AutoSelect Methodology, in
each case with respect to an initiation of a Transaction-size increase; and
·
decreased by the amount of any cash which fails to be received in Collateral Giver's Account, whether due to a failure of
instructions to settle or to the unavailability of Eligible Securities selected in accordance with the AutoSelect Methodology, in
each case with respect to a substitution of Eligible Securities for Collateral Securities,
provided that any of the above increases or decreases may be reversed to the extent that the relevant fail is cured.

7 The Collateral Service Agreement defines Minimum Margin Amount as:

The amount(s), or the amount(s) determined by application of the percentage(s), specified in Annex II to the CSA Terms and Conditions,
in one or more sets, as such Annex may be amended from time to time.

6



select available eligible securities to correct the deficit and will transfer those securities to the
Secured Accounts. If "Autoselect" does not apply under the Euroclear Documents, Euroclear
will report the deficit to the Pledgee's Representative and the Issuer and those parties will
provide matching instructions to Euroclear to transfer additional eligible securities or cash into
the Secured Accounts.
On each periodic Collateral Test Monitoring Date, the Collateral Monitoring Agent will check
that Euroclear's report for the final hourly optimisation run by Euroclear on such Collateral Test
Date (i) does not report a Transactional Margin Deficit that is greater than or equal to the
Minimum Margin Amount and (ii) specifies an "Intended Transaction Amount" that is equal to
or greater than the Required Collateral Value for such Collateral Test Date. The Collateral Test
in respect of a Collateral Test Date will be satisfied if (i) the Transactional Margin Deficit is less
than the Minimum Margin Amount and (ii) the "Intended Transaction Amount" is equal to or
greater than the Required Collateral Value for the relevant Collateral Test Date. However, the
Collateral Test in respect of a Collateral Test Date will not be satisfied if either (i) the
Transactional Margin Deficit is greater than or equal to the Minimum Margin Amount or (ii) the
"Intended Transaction Amount" is less than the Required Collateral Value for the relevant
Collateral Test Date. If the Collateral Test is not satisfied, the Collateral Monitoring Agent will
send a Collateral Shortfall Notice to the Issuer. If the Collateral Test is not satisfied for the
Required Collateral Default Period following delivery of such Collateral Shortfall Notice, the
Collateral Monitoring Agent will send a Required Collateral Default Notice to the Issuer, the
relevant Agent and the Pledgee's Representative.
Acceleration and Enforcement
If an Event of Default occurs or is continuing with respect to the Securities, then if
Securityholder(s) of at least 33 per cent. of Non-Inventory Collateralised Securities send
Acceleration Notice(s) through the relevant Clearing Agent to the relevant Agent, and the
default is not cured, an Acceleration Event shall occur in respect of the Securities and the
relevant Agent shall promptly send an Acceleration Instruction to the Security Trustee.
Following receipt of an Acceleration Instruction, the Security Trustee will, subject to being
indemnified and/or secured and/or pre-funded to its satisfaction, deliver a Collateral
Enforcement Notice and a Notice of Exclusive Control to the relevant parties.
Upon delivery of the Collateral Enforcement Notice, all Securities will become immediately due
and repayable at the Early Termination Amount.
Realisation of Collateral Assets and distribution of proceeds
Following delivery of a Collateral Enforcement Notice in respect of the Securities, the Security
Trustee will enforce the security constituted by the Pledge Agreement and will, acting in
accordance with instructions provided by the Instructing Securityholder(s), appoint a Disposal
Agent and give instructions to such Disposal Agent to effect a liquidation and realisation of all
the Collateral Assets in the Collateral Pool which secures the Securities and subsequently
distribute the relevant Collateral Enforcement Proceeds Share to the Securityholders. The
Security Trustee will not be obliged to act unless it has first been indemnified and/or secured
and/or prefunded to its satisfaction.
The Security Trustee will instruct the Disposal Agent to use the proceeds of such realisation
and liquidation of the Collateral Assets to make payment of any amounts payable to the
Secured Parties ranking prior to the Securityholders of Non-Inventory Collateralised Securities
in accordance with the Order of Priority. Following such payment, Securityholders will be
entitled to receive the pro rata share of any remaining proceeds attributable to each Non-
Inventory Collateralised Security held by such Securityholder provided that such amount does

By default, this amount is set at:
·
5000 units for Transactions with JPY as Reference Currency
·
500 units for Transactions with NOK, DKK or SEK as Reference Currency
·
50 unit for Transactions with all other Reference Currencies
7



not exceed the Early Termination Amount. Where the pro rata share of the remaining proceeds
for a particular Security is less than the Early Termination Amount, the Securityholder will be
entitled to claim against the Issuer for the shortfall on an unsecured basis.
By acquiring and holding the Securities, each Securityholder will be deemed to acknowledge
and agree that no Securityholder shall be entitled to have recourse to the Collateral Assets
contained in a Collateral Pool other than the Collateral Pool which secures the Securities held
by such Securityholder.
Euroclear Event and Collateral Disruption Events
Upon the occurrence of a Euroclear Event or a Collateral Disruption Event, certain Events of
Default (including a Required Collateral Default) will be disapplied for the period during which
such events are continuing, such period not to exceed 30 days. The Issuer may at its option
and in its sole discretion treat such Collateral Disruption Event as an Adjustment/Termination
Event and may take certain actions, including adjusting the Terms and Conditions or cancelling
the Securities.





8



RISK FACTORS
An investment in the Securities involves complex risks. Prospective investors should refer to
the risk factors as described in this section. Capitalised terms not defined herein shall have the
meaning given thereto in the Final Terms and/or Programme. All references to "Deutsche Bank
AG", "Deustche Bank", the "Bank", or "we" or "or" refers to the Issuer.

RISK FACTORS RELATED TO THE ISSUER

In relation to the risks relating to the Issuer, prospective investors should refer to the risk factors
set forth in the section entitled "Risk Factors" of the 2021 Deutsche Bank AG Registration
Document (including the introductory paragraph thereto) contained on pages 3 to 27 (both
inclusive).

RISK FACTORS RELATED TO THE SECURITIES
In relation to the risks relating to the Securities, prospective investors should refer to the risk
factors set forth in the sections of the Base Prospectus entitled "Risk Factors Related to the
Securities Generally" (excluding the sub-section headed "Risk Factors in relation to
Collateralised Securities" thereto) contained on pages 197 to 206 (both inclusive) and "Risk
Factors relating to the Market Generally" contained on pages 209 to 212 (both inclusive). In
addition, prospective investors should refer to the risk factors set forth in the section entitled
"Risk Factors related to the Collateralised Securities" below and the risk factors set forth in the
section of the Base Prospectus entitled "Conflicts of Interest" contained on pages 213 to 215
(both inclusive).
RISK FACTORS RELATED TO THE COLLATERALISED SECURITIES
The Security Trustee may be entitled not to act following an Acceleration Event if it has
not been indemnified and/or secured and/or pre-funded by the Securityholders
Following an Event of Default and subsequent Acceleration Event, the Security Trustee shall
be under no obligation to take any action to liquidate or realise any Collateral Assets, if it has
not first been indemnified and/or secured and/or prefunded to its satisfaction by the
Securityholders of the Collateralised Securities.
In any such event, the Security Trustee may decide not to take any action and such inaction
will not constitute a breach by it of its obligations under the any Collateral Transaction
Document. Consequently, if applicable, the Securityholders of the Collateralised Securities
would have to either arrange for such indemnity and/or security and/or pre-funding, accept the
consequences of such inaction by the Security Trustee or appoint a replacement Security
Trustee. Securityholders of at least 33 per cent. in aggregate nominal amount or by number (as
applicable) of Non-Inventory Collateralised Securities outstanding may remove the Security
Trustee and appoint a replacement Security Trustee. Securityholders of the Collateralised
Securities should be prepared to bear the costs associated with any such indemnity and/or
security and/or pre-funding and/or the consequences of any such inaction by the Security
Trustee and/or the replacement of the Security Trustee. Any consequential delay in the
liquidation or realisation of the Collateral Assets may adversely affect the amount distributable
to Securityholders of Collateralised Securities.
If the Security Trustee fails to enforce the security or fails to apply the proceeds of enforcement
for any reason, the Securityholders will be unable to recover the amounts due to them until
such time as the security is enforced and the proceeds thereof are distributed (although the
Securityholders will have the right to remove the Security Trustee and appoint a replacement
Security Trustee).
The Collateral Assets may be insufficient to pay all amounts due to Securityholders of
the Collateralised Securities
9



The security in relation to a series of Collateralised Securities is limited to the Collateral Assets
constituting the Collateral Pool applicable to such series. The amount of Collateral Assets
constituting such Collateral Pool will depend on, amongst other things, the Collateralisation
Percentage specified in the applicable Product Terms and the "Type of Collateralisation"
specified in the Product Terms. There is no guarantee that the Collateral Assets will be sufficient
to ensure that, following enforcement of the relevant Pledge Agreement, the amounts available
for distribution by the Security Trustee will be sufficient to pay all amounts due to a
Securityholder of Collateralised Securities in respect of the relevant series of Collateralised
Securities (see "Shortfall on Realisation of Collateral Assets and Recourse of Securityholders
of Collateralised Securities"). In particular:
(i)
The Collateral Assets may suffer a fall in value between the time at which the relevant
Pledge Agreement becomes enforceable and the time at which the Collateral Assets
are realised in full.
(ii)
Low diversification of Collateral Assets in a Collateral Pool may increase the risk that
the proceeds of realisation of the Collateral Assets may be less than the sums due to
the relevant Securityholder of Collateralised Securities.
(iii)
Where there is limited liquidity in the secondary market relating to Collateral Assets, in
the event of enforcement, the Security Trustee, or the Disposal Agent on its behalf,
may not be able to readily sell such Collateral Assets to a third party or may only be
able to sell such Collateral Assets at a discounted value.
(iv)
Depending on the Eligibility Criteria applicable to a series of Collateralised Securities,
the Collateral Assets relating to such series could be composed of assets whose value
may be positively correlated with the creditworthiness of the Issuer in that adverse
economic factors which apply to one may apply to the others, or the default or decline
in the creditworthiness of one may itself adversely affect the others.
(v)
The Issuer may withdraw and/or replace Collateral Assets from any Secured Account
in accordance with the Euroclear Agreements. There is a risk that, following
enforcement, the replacement Collateral Asset is realised for a value that is less than
the substituted Collateral Asset could have been realised for.
(vi)
A failure by the Security Trustee, the Pledgee's Representative or the Disposal Agent
to perform its obligations with respect to the Collateral Assets following enforcement or
to perform its obligations in a timely or efficient manner may adversely affect the
realisation of the Collateral Assets and the amount distributable to Securityholders of
Collateralised Securities.
(vii)
Following enforcement of the security, the Security Trustee will appoint a Disposal
Agent nominated by the Instructing Securityholder(s) and will act on the instructions of
the Instructing Securityholder(s) without regard to the instructions of the other
Securityholders. There is a risk that the Instructing Securityholder(s) nominate a
Disposal Agent and/or provide instructions to the Security Trustee that results in delays
or the Collateral Assets being realised for less than the Collateral Assets could have
been realised for if a different Disposal Agent had been nominated or different
instructions had been provided.
(viii)
Certain thresholds (i.e. the Minimum Margin Amount in the Euroclear Agreements and
the Minimum Adjustment Amount in the Secured Conditions) must be exceeded for
Collateral Assets to be transferred into the Secured Accounts. There is a risk, therefore,
that the value of the Collateral Assets is less than the amounts that are payable to the
Securityholders.
In addition, a Securityholder's entitlement on enforcement and realisation of the related
Collateral Assets will be subordinated to and therefore rank behind claims relating to any
amounts payable to Secured Parties ranking prior to the Securityholder of Non-Inventory
10