DATED 30 JULY 2007

EIRLES TWO 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 31st July 2006 (the "Base Prospectus"))

Series 273 USD 55,000,000 Floating Rate Portfolio Credit Linked Secured Notes due 2038
(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

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TABLE OF CONTENTS
INVESTMENT CONSIDERATIONS AND RISK FACTORS ........................................................................... 3 GENERAL ....................................................................................................................................................... 6 TERMS AND CONDITIONS OF THE NOTES ................................................................................................ 8 SCHEDULE 1 - DEFINITIONS...................................................................................................................... 38 SCHEDULE 2 - AMENDMENTS TO TRUST TERMS .................................................................................. 40 FURTHER INFORMATION CONCERNING THE TRUST INSTRUMENT ................................................... 43 INFORMATION CONCERNING THE CALCULATION AGENT ................................................................... 45 FURTHER INFORMATION CONCERNING THE SWAP AGREEMENT...................................................... 46 FURTHER INFORMATION CONCERNING THE DEPOSIT ACCOUNT ..................................................... 47 USE OF PROCEEDS .................................................................................................................................... 48 TAX CONSIDERATIONS .............................................................................................................................. 48 LEGAL OPINIONS ........................................................................................................................................ 48 AVAILABILITY OF PROSPECTUS AND OTHER DOCUMENTS................................................................ 48 PAYING AGENTS AND LISTING AGENT .................................................................................................... 48 SELLING RESTRICTIONS ........................................................................................................................... 49 ANNEX 1 - INFORMATION CONCERNING THE ISSUER .......................................................................... 51 ANNEX 2 - DEFAULT SWAP CONFIRMATION ........................................................................................... 52

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INVESTMENT CONSIDERATIONS AND RISK FACTORS Purchasers of Notes should conduct such independent investigation and analysis regarding the Issuer, the Reference Entities, the Reference Obligations, the Collateral and the obligors in respect thereof, the Notes, the Swap Counterparty (each of the terms as defined herein) 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. (A) All payments to be made by the Issuer in respect of the Notes and the Swap Agreement related thereto will be made only from and to the extent of the sums received or recovered from time to time by or on behalf of the Issuer or the Trustee in respect of the Mortgaged Property (as defined in Condition 4.2) in respect of such Notes; To the extent that such sums are less than the amount which the holders of the Notes and the Swap Counterparty may have expected to receive if paragraph (A) above did not apply (the difference being referred to herein as a "shortfall"), such shortfall will be borne by such holders and by the Swap Counterparty in accordance with the Terms and Conditions of the Notes and the order of priorities specified in this Prospectus; and Each holder of the Notes, by subscribing for or purchasing the Notes, will be deemed to accept and acknowledge that it is fully aware that: (i) the holders of the Notes and the Swap Counterparty shall look solely to the sums referred to in paragraph (A), as applied in accordance with paragraph (B) above (the "Relevant Sums") for payments to be made by the Issuer in respect of the Notes and the Swap Agreement related thereto; the obligations of the Issuer to make payments in respect of the Notes and the Swap Agreement related thereto will be limited to the Relevant Sums and the holders of the Notes and the Swap Counterparty shall have no further recourse to the Issuer in respect of the Notes or the Swap Agreement related thereto; without prejudice to the foregoing, any right of the holders of the Notes and the Swap Counterparty to claim payment of any amount exceeding the Relevant Sums shall be automatically extinguished; and 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 consequence of any such shortfall.

(B)

(C)

(ii)

(iii)

(iv)

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; are capable of bearing the economic risk of an investment in the Issuer for an indefinite period of time;

(2)

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(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 investors property be within its control); recognise that it may not be possible to make any transfer of the Notes for a substantial period of time, if at all; and 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.

(4) (5)

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 beneficiarys) 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. Exposure to Reference Entities and Reference Obligations set out in the Reference Portfolio (as updated from time to time) A Note does not represent a claim against any Reference Entity and, in the event of any loss, a Noteholder will not have recourse under a Note to any Reference Entity. However, investors in the Notes will be exposed to the credit risk of the Reference Entities and the Reference Obligations. Neither the Issuer, the Arranger, 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 any Reference Entity 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. Swap Agreement Investors in the Notes shall be deemed to have fully understood the provisions of the Default Swap and Asset Swap related thereto and, in particular, the fact that amounts due in respect of principal and interest on the Notes will be affected by the amounts due and payable by the Issuer under such Default Swap and Asset Swap. Reliance on Creditworthiness 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 Agreement related thereto. Consequently, the Issuer is exposed not only to the occurrence of Credit Events in relation to any of the Reference Entities and the Reference Obligations, but also to the ability of Deutsche Bank AG, London Branch (as Swap Counterparty) to perform its obligations to make payments to the Issuer under the Swap Agreement and to Deutsche Bank AG, London Branch (as Deposit Bank) in relation to the Collateral. Basis Selection Investors in the Notes may be exposed to a variation in the proportion which the nominal amount of the Collateral in respect of the Notes bears to the principal amount of the Notes, depending on
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the Basis Selection elected by the Issuer on any issue of further Notes of the same class (as described in Condition 15 of the Notes). 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.

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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 dated 31 July 2006 (the Base Prospectus) issued in relation to the Programme. For the purposes of this document, all references in the Base Prospectus to Prospectus 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 (as amended) 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 Companies Registration Office in Ireland in accordance with Regulation 38(1)(b) of the Prospectus (Directive 2003/71/EC) Regulations 2005. Except as specified in this Prospectus, the Issuer does not intend to provide post issuance transaction information regarding the Notes or the Collateral. 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, by
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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 relating 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) 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 22 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; and the Issuers memorandum and articles of association.

(iv) (v) (vi)

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.

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Terms of Series 273 USD 55,000,000 Floating Rate Portfolio Credit Linked Secured Notes due 2038 (the Notes) The Notes designated as above shall have the following terms (the 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 or in the Trust Instrument and not otherwise defined herein or in the Trust Instrument shall have the meanings ascribed to them by the provisions of the 2000 ISDA Definitions (the 2000 Definitions) and the 2003 ISDA Credit Derivatives Definitions as supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions (together, the 2003 Definitions), each as published by the International Swaps and Derivatives Association, Inc. (together, the ISDA Definitions). In the event of any conflict, the 2003 Definitions shall prevail over the 2000 Definitions. 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 Two Limited. See Annex 1 Information concerning the Issuer 2. Arranger: Deutsche Bank AG, acting through its London branch at its office at Winchester House, 1 Great Winchester Street, London EC2N 2DB. 273. U.S. dollars (USD). USD 55,000,000 Bearer. Secured and limited recourse obligations of the Issuer, secured as provided below. USD 100,000. 100 per cent. 6 September 2006. The Trade Date for the Notes is 1 September 2006. 11. Maturity Date: 25 December 2038 (the Scheduled Maturity Date) subject as provided in paragraph 13 below and subject, in each case, to adjustment in accordance with the Business Day Convention. If applicable, the Irish Stock Exchange and Noteholders will be notified, in respect of any such postponement of the Scheduled Maturity Date.
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3. 4. 5. 6. 7. 8. 9. 10.

Series No: Relevant Currency: Principal Amount: Form of the Notes: Status: Denomination: Issue Price: Issue Date:

12.

Interest: Interest Rate Basis: Subject as provided below, the Interest Amount payable on each Note in respect of each Interest Period shall be the amount (subject to a minimum of zero) determined by the Calculation Agent to be such Notes pro rata share (rounded down to the nearest cent) of the sum of: (1) the product of: (i) the Notional Principal Amount of the Notes as at the relevant Interest Accrual Date; the Coupon Rate (as defined below) applicable to such Interest Period; and the Day Count Fraction,

(ii)

(iii)

provided that if the Maturity Date falls after the Scheduled Maturity Date, for the purpose of calculating the Interest Amount payable on each Note in respect of the Interest Payment Date falling on the Maturity Date, the Notional Principal Amount of the Notes shall be determined as at the Maturity Date; and (2) the sum of the Additional Interest Amounts and related Accrued Interest Amounts (if any) in respect of such Interest Payment Date if it follows a date on which a Final Price has been determined in respect of an Undetermined Reference Obligation (each such Interest Payment Date an Additional Interest Payment Date).

Notional Principal Amount means, in respect of any date, an amount calculated by the Calculation Agent equal to the sum of the Outstanding Principal Amounts of the Notes less (i) an amount in USD equal to the aggregate of the Maximum Cash Settlement Amounts (as defined below) in respect of all the Reference Obligations for which an Event Determination Date has occurred but no Cash Settlement Amount has been paid under the Default Swap as at such date (each such Reference Obligation an Undetermined Reference Obligation) and (ii) any amount, other
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than any Amortisation Reduction (as defined in sub-paragraph 13(H) below), by which the Notes have previously been redeemed or purchased. Maximum Cash Settlement Amount means, in respect of each Credit Event relating to an Undetermined Reference Obligation, the maximum possible Cash Settlement Amount that could be payable under the Default Swap as a result of such Credit Event, as determined by the Swap Calculation Agent in good faith and in a commercially reasonable manner. Interest Commencement Date: Interest Accrual Dates: The Interest Commencement Date is 6 September 2006. The 25th day of each March, June, September and December commencing on 25 September 2006 and the final Interest Accrual Date will be the Scheduled Maturity Date. For the avoidance of doubt, the Interest Accrual Dates are not subject to adjustment in accordance with the Business Day Convention. The first Interest Period is from (and including) the Interest Commencement Date to (but excluding) the first Interest Accrual Date and, thereafter, each successive Interest Period shall begin on (and include) an Interest Accrual Date and end on (but exclude) the next succeeding Interest Accrual Date. The interest accruing in respect of each Interest Period shall be paid on the fifth Business Day following each Interest Accrual Date on which such Interest Period ends, provided that in respect of the Interest Period ending on (but excluding) the Scheduled Maturity Date, the interest shall be paid on the Scheduled Maturity Date. If the Maturity Date falls after the Scheduled Maturity Date, the Scheduled Maturity Date shall not be an Interest Payment Date and the Maturity Date shall be the final Interest Payment Date (and there shall be no Interest Payment Date between the Interest Payment Date relating to the Interest Accrual Date falling in September 2038 and the Maturity Date). The Interest Payment Dates shall be subject to adjustment in accordance with the Business Day Convention.

Interest Periods:

Interest Payment Dates:

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Coupon Rate:

USD-LIBOR-BBA plus 0.7 per cent per annum, where the Designated Maturity shall be 3 months and the Reset Date shall be the first day of the relevant Interest Period, other than with respect to the first Interest Period for which the Coupon Rate shall be determined by reference to linear interpolation between two weeks and one month. Actual/360 The Additional Interest Amount in respect of each Additional Interest Payment Date shall be calculated by the Calculation Agent in its discretion to reflect the additional amount (if any) which would have been paid on the Interest Payment Date in respect of each Interest Period during the Adjustment Period during which there are one or more Undetermined Reference Obligations (the Interest Accrual Date in respect of the first such Interest Payment Date being the Relevant Coupon Accrual Date) had the Final Price in respect of each relevant Reference Obligation been calculated on the Interest Accrual Date corresponding to such Interest Payment Date for each then Undetermined Reference Obligation. Adjustment Period means the period from (and including) the Interest Payment Date immediately preceding the relevant Event Determination Date to (but excluding) the Interest Payment Date immediately preceding the payment of the relevant Cash Settlement Amount.

Day Count Fraction: Additional Interest Amounts:

Accrued Interest Amount:

The Accrued Interest Amount relating to any Additional Interest Amount shall be an amount equal to the aggregate of all interest amounts calculated in respect of each day during the period from (and including) the Relevant Coupon Accrual Date to (but excluding) the relevant Additional Interest Payment Date. Each such daily interest amount shall be equal to the product of: (i) the Interest Deferral Rate; relevant and Additional Interest

(ii) the Amount;

(iii) the Deferral Day Count Fraction, where:

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Interest Deferral Rate means a rate equal to the USD-LIBOR-BBA (as defined in the Default Swap) with a Designated Maturity (as defined in the Default Swap) of 1 day, determined by the Calculation Agent in its sole discretion. Deferral Rate Day means Actual/360. Interest on Extended Maturity Date: Count Fraction

If the Maturity Date falls after the Scheduled Maturity Date an additional Interest Amount shall be payable on the Maturity Date and calculated as an amount equal to the aggregate of all interest amounts in respect of each day during the Calculation Period (as defined in the Conditions) from (and including) the Scheduled Maturity Date to (but excluding) the Maturity Date. Each such daily interest amount shall be equal to the product of: (i) (ii) the Interest Deferral Rate; the sum of the Notional Principal Amount on the Maturity Date and the Interest Amount relating to the final Interest Period; and Deferral Rate Day Count

(iii) the Fraction.

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. 13. Redemption at Maturity: (A) Unless previously redeemed or purchased as specified herein or in the Conditions, the Redemption

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Amount on the Maturity Date for each Note shall be, subject to this paragraph 13 and paragraph 23 below, an amount in USD equal to the Outstanding Principal Amount of such Note on the Maturity Date. Principal Amount (B) Reduction/Amortisation Reduction: On any date, the Outstanding Principal Amount of each Note shall be USD 100,000 less (i) the sum of all Principal Amount Reductions effective on or prior to such date (if any), each calculated in accordance with this sub-paragraph 13(B) and (ii) the sum of all Amortisation Reductions (as defined below) effective on or prior to such date (if any), as calculated in accordance with sub-paragraph 13(H) below, and subject to a minimum of zero. On each Cash Payment Date (as defined in the Default Swap) in respect of a Credit Event (as defined in the Default Swap), the Outstanding Principal Amount of each Note shall be reduced by an amount in USD (a Principal Amount Reduction) determined by the Swap Calculation Agent. in accordance with the following formula: A divided by the number of Notes outstanding on such Cash Payment Date Where: A means in respect of any Cash Payment Date, an amount in USD equal to the amount of the Collateral Payment paid on such Cash Payment Date. Collateral Payment means the amount of Collateral Balance paid by the Issuer to the Swap Counterparty under the Default Swap as described in paragraph 20(B)(ii) below relating to such Credit Event. Purchases: (C) Condition 8.5 (Purchases) will apply to the Notes. Upon any such purchase the Swap Agreement will

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terminate (pro rata, in the case of a purchase of some only of the Notes) and Early Redemption Unwind Costs in respect of the Swap Agreement 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 Early Redemption Unwind Costs 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 Agreement, is sufficient to fund the purchase price payable by the Issuer. Noteholders Conditional Put Option: (D) Condition 8.8 (B) will apply to the Notes (as amended by this subparagraph 13(D)), provided that the Noteholders shall not require the consent of the Swap Counterparty in order to exercise the option set out in Condition 8.8(B) (as amended by this sub-paragraph 13(D)) and that the Noteholders may only exercise their option to require the Issuer to redeem the Notes in whole (but not in part), at any time, pursuant to an Extraordinary Resolution of Noteholders holding or representing a majority in principal amount of the Notes for the time being outstanding, passed in accordance with Condition 13, if the Swap Counterparty, the Custodian or the Agent has failed within a period of 30 calendar days of the relevant event or, in the case of the Swap Counterparty in relation to a Second Trigger Swap Counterparty Rating Downgrade, 10 Business Days to take such action as is provided under the terms of the Swap Agreement (in the case of the Swap Counterparty) following a Swap Counterparty Rating Downgrade (as defined in sub-paragraph 20(C)) or the terms of the Agency Agreement (in the case of the Custodian) following a Custodian Rating Downgrade (as defined in subparagraph 20(D)) or (in the case of the Agent) following an Agent Ratings Downgrade (as defined in paragraph 16 below) or if the

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Deposit Bank has failed within a period of fourteen calendar days of the relevant event to take such action as is provided in subparagraph 20(E) following a Deposit Bank Rating Downgrade (as defined in sub-paragraph 20(E)). Accordingly, the Issuer shall, within thirty Relevant Business Days, from the date of such Extraordinary Resolution by giving not less than five Relevant Business Days irrevocable notice (in accordance with Condition 16 as amended by Schedule 2 hereto) (a Redemption Notice) to the Noteholders, the Trustee, the Deposit Bank and the Custodian (but so that any requirement under Clause 4.1(G) of the General Trust Terms for Structured Investments arranged by Deutsche Bank AG London/Deutsche Bank Aktiengesellschaft; Standard & Poors/Moodys Rated Issuer, August 2000 Edition or otherwise to have a Redemption Notice delivered to or approved by the Trustee before the giving thereof will not apply), redeem each Note at its prorata share of the Notional Principal Amount together with interest accrued to the date fixed in the Redemption Notice for redemption (such date, the Rating Downgrade Redemption Date and such amount, the Rating Downgrade Redemption Amount). For the purpose of this paragraph 13(D), the Notional Principal Amount at the Rating Downgrade Redemption Date shall be calculated on the basis of Maximum Cash Settlement Amounts in relation to which the relevant Final Prices for any Undetermined Reference Obligations shall be calculated using the Relevant Recovery Rate. No other Optional Redemption: Early Redemption: (E) (F) Conditions 8.4, 8.6, 8.7 and 8.11 will not apply to the Notes. The Notes shall be redeemed if, at any time, the aggregate of the Outstanding Principal Amounts thereof is reduced to zero and the date of such redemption shall be the second London Business Day after

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the relevant Cash Payment Date on which the Principal Amount Reduction is determined resulting in the aggregate of the Outstanding Principal Amounts of all the Notes being reduced to zero (such date the Early Redemption Date). No amount shall be due to Noteholders in such circumstances. Additional Early Redemption: (G) If the Swap Counterparty elects to terminate the Default Swap in whole on an Additional Optional Early Termination Date (as defined in subparagraph 20(B)(vi) below), the Issuer will redeem each Note on such Additional Optional Early Termination Date (such Additional Optional Early Termination Date, the Additional Early Redemption Date) in whole by giving not less than five Relevant Business Days irrevocable notice (in accordance with Condition 16, as amended by Schedule 2 hereto) to the Noteholders, the Trustee, the Agents and the Irish Stock Exchange Limited (the Irish Stock Exchange) (for so long as the Notes are listed on the Irish Stock Exchange) (but so that any requirement under Clause 4.1(G) of the General Trust Terms for Structured Investments arranged by Deutsche Bank AG London/Deutsche Bank Aktiengesellschaft, Standard & Poors/Moodys Rated Issuer, August 2000 Edition or otherwise to have a Redemption Notice delivered to or approved by the Trustee before the giving thereof will not apply) and the Redemption Amount in respect of each Note will be equal to its Outstanding Principal Amount as at the Additional Early Redemption Date, as determined by the Swap Calculation Agent in accordance with sub-paragraph 13(B) above, together with interest accrued to the Additional Early Redemption Date (such amount, the Additional Early Redemption Amount). Payment of the Additional Early Redemption Amount in respect of each Note in accordance with the foregoing provisions shall constitute
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full and final discharge of all of the Issuers obligations in respect of the Notes. Notwithstanding the provisions of this sub-paragraph 13(G), if one or more Event Determination Dates has occurred prior to an Additional Early Redemption Date but the relevant Cash Payment Date(s) are still to occur, the provisions of subparagraph 13(J) below shall apply. Amortisation Early Redemption: (H) On each date on which the Class B Tranche Amount under the Default Swap (as defined therein) is reduced as a result of the occurrence of a Relevant Amortisation in respect of any Reference Obligation (each as defined in the Default Swap) (each such date, an Amortisation Date and each such amount by which the Class B Tranche Amount is reduced, a Tranche Reduction Amount, in each case as determined by the Swap Calculation Agent), unless previously redeemed or purchased as specified herein or in the Conditions, each Note shall be partially redeemed on such Amortisation Date (such Amortisation Date, the Amortisation Early Redemption Date) and the partial Redemption Amount in respect of each Note will be an amount equal to the Amortisation Early Redemption Amount (as defined below), whereupon the Outstanding Principal Amount of such Note shall be reduced for all purposes by the Amortisation Early Redemption Amount (each such reduction, an Amortisation Reduction). Amortisation Early Redemption Amount means in respect of any Amortisation Early Redemption Date, an amount equal to the relevant Tranche Reduction Amount corresponding to such Amortisation Early Redemption Date, divided by the number of Notes then outstanding. Rounding:
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(I)
17

In calculating any amount payable on redemption of any Note (in whole

or in part), all amounts shall be rounded down to the nearest cent. Outstanding Credit Events at (J) Additional Early Redemption Date or Scheduled Maturity Date: If, as at the Additional Early Redemption Date or the Scheduled Maturity Date, as the case may be, (a) one or more Event Determination Dates has occurred but the relevant Cash Payment Date(s) are still to occur, (b) the Swap Counterparty has given notice pursuant to the Default Swap that a Potential Failure to Pay has occurred in relation to one or more Reference Obligations, or (c) the Swap Counterparty has given notice pursuant to the Default Swap that, in its opinion, a Credit Event may have occurred and that the Conditions to Settlement may be satisfied during the relevant Notice Delivery Period but have not been so satisfied as at such date (each an Outstanding Credit Event): In lieu of any payments otherwise due on the relevant Additional Early Redemption Date or Scheduled Maturity Date, on the date on which such Additional Early Redemption Date or the Scheduled Maturity Date, as the case may be, would fall if it had not been extended or postponed in accordance with this sub-paragraph 13(J), the Issuer will apply an amount equal to (i) the aggregate of the Outstanding Principal Amounts of the Notes on such date, less (ii) an amount equal to the aggregate Maximum Cash Settlement Amounts in respect of such Outstanding Credit Events (each such Maximum Cash Settlement Amount in respect of an Outstanding Credit Event, a Redemption Deduction), pro rata in redemption or, as the case may be, partial redemption of the Notes. The payment of (i) the Additional Early Redemption Amount in the case of sub-

(a)

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paragraph 13(G) above or (ii) the Redemption Amount in the case of sub-paragraph 13(A) above, as the case may be, will be made by instalments to the Noteholders; (b) on the fifth Business Day following the determination of a Final Price in relation to any Outstanding Credit Event, the Issuer will apply an amount equal to (a) the relevant Redemption Deduction withheld pursuant to sub-paragraph (a) above minus (b) the relevant Cash Settlement Amount, pro rata in redemption or, as the case may be, partial redemption of the Notes; and on the fifth Business Day immediately following the expiration of the Notice Delivery Period in relation to any Outstanding Credit Event in respect of which a Cash Payment Date has not occurred within the Notice Delivery Period, the Issuer will apply the relevant Redemption Deduction withheld pursuant to subparagraph (a) above, pro rata in redemption or, as the case may be, partial redemption of the Notes.

(c)

14. 15.

Unmatured Coupons to become void Yes upon early redemption: Talons to be attached to Notes and, if Yes, 25 in the case of the first Talon and 26 applicable, the number of Interest thereafter. Payment Dates between the maturity for each Talon (Bearer Notes): Business Day Jurisdictions for London, New Condition 9.8 (jurisdictions required to Settlement Days. be open for payment): York and TARGET

16.

Payments due in respect of the Notes may be made by the Principal Paying Agent. Principal Paying Agent: Deutsche Bank AG, acting through its London branch or any other person subsequently appointed as Agent pursuant
19

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to the Agency Agreement, subject to Rating Agency Confirmation and approval of the Trustee on behalf of the Noteholders, provided that if on any date on which there are Notes outstanding the long term credit rating of the Agent falls below A1 by Moodys or the short term credit rating of the Agent falls below A-1+ by S&P or P1 by Moodys (such event an Agent Ratings Downgrade) then no later than 30 calendar days after the occurrence of such Agent Ratings Downgrade the Agent shall novate, at the expense of the Agent, all (and not some only) of its obligations to the Issuer under the Agency Agreement to any other entity with a long term credit rating not lower than A1 by Moodys and a short term credit rating not lower than A1+ by S&P or P-1 by Moodys. Rating Agency Confirmation means, with respect to any specified action, determination or appointment, receipt by the Issuer and the Trustee of written confirmation (which form shall include by electronic message) by each of Moodys and S&P that such specified action, determination or appointment will not result in the reduction or withdrawal of the rating currently assigned to the Notes by Moodys or, as the case may be, S&P. Relevant Business Days: Business Day Convention: 17. (a) London, New York and Target Settlement Days. Following.

Notes to be represented on Temporary Global Note held by Common issue by: Depositary for Euroclear and Clearstream Banking, socit anonyme (Clearstream Luxembourg). Applicable exemption: Temporary Global Note exchangeable for Permanent Global/ Definitive Bearer/ Registered Notes: TEFRA D Rules. 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-US beneficial ownership.. Collateral charged to Trustee. (1)
20

(b) (c)

18. 19.

Security: Collateral:

In these Terms and Conditions:

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Collateral means cash in the amount of USD 55,000,000 standing to the credit of the Deposit Account less the amount of cash from time to time required to be paid to the Swap Counterparty in respect of any Cash Settlement Amount (the Collateral Balance) in accordance with the provisions below. The Custodian shall maintain the Deposit Account (as defined in paragraph 27 below) with Deutsche Bank AG, acting through its London branch (the Deposit Bank) on the terms that the amount standing to the credit of the Deposit Account shall earn the rates of interest prevailing from time to time for time deposits with such terms as shall be selected in its absolute discretion by the Custodian. (2) Condition 4.5(A) (Replacement of Collateral) will not apply to the Notes. (3) Condition 4.5(B) (Substitution of Collateral) will not apply to the Notes. The Trust Instrument provides that the Trustee will be deemed to release the security over the Collateral (or the relevant part thereof) to the extent required, inter alia, to make payments by the Issuer to Noteholders or Couponholders in respect of principal or interest in accordance with the Terms and the Conditions of the Notes and/or to the Swap Counterparty in accordance with the terms of the Swap Agreement. (4) The Trust Instrument provides that the Trustee will be deemed to release from the security created by the Trust Instrument over the Collateral (or, as the case may be, a proportion of the Collateral) (i) if any Notes are to be purchased by the Issuer pursuant to Condition 8.5, to enable the Collateral (or the relevant part thereof) to be paid in accordance with Condition 8.5 or (ii) to the extent that the aggregate of the Outstanding Principal Amounts of the Notes is adjusted in accordance with subparagraph 13(B) following a Credit Event, as is required to be paid to the Swap Counterparty on the relevant Cash Payment Date under the Swap Agreement; or (iii) to the extent that the Notes are to be redeemed in accordance with subparagraphs 13(D), 13(G) or 13(H), as the case may be.
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(5) 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, provided that, if the realisation or enforcement of the security constituted by or pursuant to the Trust Instrument has arisen as a result of any Event of Default (as defined in the Swap Agreement) relating to the Swap Counterparty or a Termination Event following a Tax Event Upon Merger (as defined in the Swap Agreement) relating to the Swap Counterparty, 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. Condition 4.4(A) shall be construed accordingly. (6) Condition 4.6 (Purchase of Collateral maturing after the Maturity Date) will not apply to the Notes. 20. Swap Agreement: Yes - the Asset Swap and the Default Swap together constitute the Swap Agreement. (A) Under an ISDA Master Agreement which the Issuer and the Swap Counterparty have entered into by executing the Trust Instrument (the ISDA Master Agreement), as supplemented by a confirmation thereto with an effective date of the Issue Date (the Asset Swap Confirmation) (the ISDA Master Agreement as so supplemented by the Asset Swap Confirmation, the Asset Swap): (i) the Issuer will on the Issue Date pay to the Swap Counterparty the amount of USD 55,000,000 and the Swap Counterparty will pay the amount of USD 55,000,000 to the Deposit Bank for the account of the Issuer; the Swap Counterparty will pay to the Issuer sums equal to the amounts determined in accordance with subparagraphs 12(1) and 12(2) above and the Issuer will pay to the Swap Counterparty sums equal to each amount of interest payable in respect of the amount standing to the credit of the Deposit Account (if any), such

Asset Swap:

(ii)

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22

payments to be made by or on behalf of the Issuer from payments received on the amount standing to the credit of the Deposit Account, plus sums equal to the Fixed Amounts (as defined in the Default Swap) payable by the Swap Counterparty to the Issuer under the Default Swap; (iii) the Issuer will on each Amortisation Early Redemption Date, if or to the extent that the Asset Swap shall not on or before such date have terminated in accordance with its terms, pay to the Swap Counterparty an amount of the Collateral Balance equal to the Tranche Reduction Amount corresponding to such Amortisation Early Redemption Date, provided that in no event shall the Issuer be liable to make a payment greater than the aggregate of the Outstanding Principal Amount of the Notes as at such Amortisation Early Redemption Date. The Swap Counterparty will on each Amortisation Early Redemption Date, if or to the extent that the Asset Swap shall not on or before such date have terminated in accordance with its terms, pay to the Issuer the aggregate of the Amortisation Early Redemption Amounts in respect of a partial redemption of the Notes on such Amortisation Early Redemption Date; (iv) subject to sub-paragraph (ix) below, the Issuer will pay to the Swap Counterparty on or before the Maturity Date, if or to the extent that the Asset Swap shall not on or before such date have terminated in accordance with its terms, the balance then standing to the credit of the Deposit Account (if any). Subject to sub-paragraph (ix) below, the Swap Counterparty will pay to the Issuer on or before the Maturity Date, if or to the extent that the Asset Swap shall not on or before such date have terminated in accordance with its terms, the aggregate of the Outstanding Principal Amounts of the Notes on such date;

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(v)

subject to sub-paragraphs (vi), (vii) and (viii) below, if for any reason the Notes become subject to redemption (in whole) under Condition 8.2 or 8.3 (each as amended by paragraph 23 below and Schedule 2 hereto) or Condition 11 (as amended by Schedule 2), the Asset Swap will be terminated in accordance with its terms and a termination payment may be payable (other than following termination of the Asset Swap and/or the Default Swap following an Event of Default or a Termination Event following a Tax Event Upon Merger (as each such term is defined in the Swap Agreement) on the part of the Swap Counterparty) by one party to the other reflecting the total losses and costs (or gain, in which case expressed as a negative number) of the other party in connection with the Asset Swap; if the aggregate of the Outstanding Principal Amounts of the Notes is reduced to zero, the Asset Swap will terminate upon the payment by the Issuer of the Collateral Balance to the Swap Counterparty under the Default Swap in satisfaction of payments in respect of outstanding Cash Settlement Amounts, and no further payment shall be made by either party as a result thereof;

(vi)

(vii) if the Notes are redeemed in whole on a Rating Downgrade Redemption Date pursuant to sub-paragraph 13(D), the Asset Swap will terminate and the Swap Counterparty will pay to the Issuer a sum equal to the aggregate of (x) the Notional Principal Amount of the Notes (as calculated in accordance with paragraph 13 (D)), (y) any interest due thereon, and (z) any amount owing to any person other than the Swap Counterparty which is secured on the Mortgaged Property in priority to the Notes, and the Issuer will pay the balance then standing to the credit of the Deposit Account (if any) to the Swap Counterparty and, for the avoidance of doubt, no termination payment (including any payments falling due under Section 6(e) of the Asset Swap) shall be made by either party;
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(viii) if (a) the Default Swap is terminated in whole on any Additional Optional Early Termination Date and the Notes are consequently redeemed pursuant to sub-paragraph 13(G), the Asset Swap will terminate and the Swap Counterparty will, subject to subparagraph (ix) below, pay to the Issuer a sum equal to the aggregate of (x) the aggregate of the Outstanding Principal Amounts of the Notes, (y) any interest due thereon, and (z) any amount owing to any person other than the Swap Counterparty which is secured on the Mortgaged Property in priority to the Notes and the Issuer will pay the balance then standing to the credit of the Deposit Account (if any) to the Swap Counterparty; (ix) notwithstanding the foregoing, if the Additional Early Redemption Date or the Scheduled Maturity Date, as the case may be, is postponed in accordance with sub-paragraph 13(J) above: (a) on the date which should have been such Additional Early Redemption Date or the Scheduled Maturity Date, as the case may be, the Swap Counterparty will pay to the Issuer an amount equal to the aggregate of the Outstanding Principal Amounts of the Notes less an amount equal to the aggregate of the Redemption Deductions in respect of all Outstanding Credit Events and the Issuer will pay a corresponding amount from the Collateral Balance (if any) to the Swap Counterparty; and (b) on the fifth Business Day following the determination of a Final Price in relation to any Outstanding Credit Event, the Swap Counterparty will pay to the Issuer an amount equal to (i) the relevant Redemption Deduction withheld pursuant to the immediately preceding sub-paragraph (a) in respect of such Outstanding Credit Event minus (ii) the relevant Cash Settlement Amount and the Issuer will pay a corresponding amount from the Collateral Balance (if any) to the
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Swap Counterparty; and (c) on the fifth Business Day following the expiration of the relevant Notice Delivery Period in relation to any Outstanding Credit Event in respect of which a Cash Payment Date has not occurred within the Notice Delivery Period, the Swap Counterparty will pay to the Issuer an amount equal to the Redemption Deduction withheld pursuant to the immediately preceding sub-paragraph (a) in respect of such Outstanding Credit Event and the Issuer will pay a corresponding amount from the Collateral Balance (if any) to the Swap Counterparty and, upon such payment, pursuant to sub-paragraph (b) or (c) above, the obligations of the Swap Counterparty and the Issuer under the Asset Swap will terminate and, for the avoidance of doubt, no termination payment (including any payments falling due under Section 6(e) of the Asset Swap) shall be made by either party to the other in respect of the obligations so terminated; (x) 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 sufficient to fund the purchase price payable by the Issuer. Upon such purchase and the payment of the purchase price, 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; the Swap Counterparty will pay certain amounts to the Issuer whilst a Second Trigger Swap Counterparty Rating Downgrade is subsisting and such amounts (or part thereof) will be refunded in certain circumstances); on any Default netting Master

(xi)

(xii) any amount due and unpaid date by either party to the Swap will be subject to the provisions of the ISDA
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26

Agreement and, to such extent, any such unpaid amount shall be netted against payments due from the Swap Counterparty to the Issuer (or vice versa) on such date under the Asset Swap; and (xiii) except as specified above and in certain other circumstances specified therein, the Asset Swap will terminate on the Maturity Date of the Notes. Default Swap: (B) Under the ISDA Master Agreement, as supplemented by a confirmation thereto with an effective date of the Issue Date (the Default Swap Confirmation) (the ISDA Master Agreement as so supplemented by the Default Swap Confirmation, the Default Swap): (i) the Swap Counterparty shall pay to the Issuer the Fixed Amounts (as defined in the Default Swap) as specified thereunder for purchasing the credit default swap protection in respect of a portfolio of Reference Obligations, as more particularly described in the Default Swap; the Issuer will, upon the determination of a Cash Settlement Amount under the Default Swap following the occurrence of one or more Credit Events, pay to the Swap Counterparty on the related Cash Payment Date, an amount of the Collateral, excluding amounts standing to the credit of the Deposit Account representing Prepayment Amounts (as defined in paragraph 20 (C) below), equal to the sum of (i) such Cash Settlement Amount and (ii) the Credit Event Unwind Costs (as defined in Schedule 1 hereto) (the Collateral Payment) provided that in no event shall the Issuer be liable to make a Collateral Payment greater than the aggregate of the Outstanding Principal Amounts of the Notes as at the relevant Cash Payment Date; subject to sub-paragraphs (iv), (v) and (vi) below, the Default Swap will terminate if for any reason the Notes become subject to mandatory redemption (in whole) under Condition 8.2 or 8.3 (as amended by paragraph 23 below and Schedule 2 hereto) or

(ii)

(iii)

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27

Condition 11 (as amended by Schedule 2), in which event a termination payment may be payable (other than following termination of the Asset Swap and/or the Default Swap following an Event of Default (as defined in the Swap Agreement) on the part of the Swap Counterparty, in which case any termination amount calculated to be payable by the Issuer shall be deemed to be zero) by one party to the other reflecting the total losses and costs (or gain, in which case expressed as a negative number) of the other party in connection with the Default Swap; (iv) if the aggregate of the Outstanding Principal Amounts of the Notes is reduced to zero and the Notes are redeemed pursuant to sub-paragraph 13(F), the Default Swap will terminate, and no further payment shall be made by either party; if the Notes are redeemed in whole on a Rating Downgrade Redemption Date pursuant to sub-paragraph 13(D), the Default Swap will terminate and no payment will be due as a result from either party; the Swap Counterparty will have the option to terminate the Default Swap in whole, but not in part, on the Optional Call Date in connection with an Optional Call (each as defined in the Default Swap) (each an Additional Optional Early Termination Date) by giving not less than 5 Business Days prior written notice to the Issuer. Upon termination of the Default Swap in such circumstances, neither the Issuer nor the Swap Counterparty shall have any further payment obligations under, or in respect of, the Default Swap, except in respect of obligations which have accrued or Credit Events in respect of which Event Determination Dates have occurred on or prior to the Additional Optional Early Termination Date (subject as described therein). No termination payment shall be payable by either party upon such termination; and

(v)

(vi)

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(vii) except as specified above and in certain other circumstances specified therein, the Default Swap will terminate on the Termination Date (as defined in the Default Swap Confirmation). The foregoing summary of each of the Asset Swap and the Default Swap is qualified in its entirety by the terms of the Swap Agreement. See also "Further information concerning the Swap Agreement" below. A copy of the Default Swap Confirmation forms Annex 2 hereto. Swap Counterparty Rating Downgrade: (C) If on any date on which there are Notes outstanding the short-term credit rating of the Swap Counterparty falls below A-1+ by S&P or P-1 by Moodys or its longterm credit rating falls below A1 by Moodys (each such event, a First Trigger Swap Counterparty Rating Downgrade) then no later than 30 calendar days after the occurrence of such First Trigger Swap Counterparty Rating Downgrade the Swap Counterparty will: obtain a guarantee for its obligations to the Issuer under the Swap Agreement from any other entity having a short-term credit rating not lower than A-1+ by S&P or P-1 by Moodys and having a long-term credit rating not lower than A1 by Moodys and thereafter ensure that its obligations to the Issuer under the Swap Agreement remain guaranteed by an entity having a short-term credit rating not lower than A-1+ by S&P or P-1 by Moodys and having a long-term credit rating not lower than A1 by Moodys; or novate at the expense of the Swap Counterparty all (and not some only) of its obligations to the Issuer under the Swap Agreement to any other entity having a short-term credit rating not lower than A-1+ by S&P or P-1 by Moodys and having a

(a)

(b)

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long-term credit rating not lower than A1 by Moodys; or (c) provide collateral for its obligations to the Issuer under the Swap Agreement in a form which is acceptable to the Issuer (and pursuant to an ISDA Credit Support Annex in a form that each of S&P and Moodys confirms that its then current rating of the Notes will not be adversely affected) in an amount equal to either: (i) (a) the sum of: the product of the formula: Specified Percentage x (Outstanding Principal Amount plus an amount equal to the accrued interest in respect of a Note for the Interest Period in which such First Trigger Swap Counterparty Rating Downgrade occurred (provided that such amount shall be adjusted from time to time to reflect the amount of accrued interest for each subsequent Interest Period in which the First Trigger Swap Counterparty Rating Downgrade continues to occur)) x the number of Notes then outstanding; and (b) an amount equal to the amount of any scheduled expenses payable by the Issuer in respect of the Interest Period which commences immediately after the occurrence of the First Trigger Swap Counterparty Rating Downgrade; less the amount of the Collateral Balance as at the date of payment of such amount. The amount of the Collateral Balance, the Outstanding Principal Amount, the accrued interest in respect of a Note and the amount of
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(c)

30

collateral to be provided by the First Trigger Swap Counterparty will be calculated on a weekly basis; or (ii) such other amount such that, in any event, the then current rating of the Notes by each of S&P and Moodys will not be adversely affected by the First Trigger Swap Counterparty Rating Downgrade; or

(d)

take any other actions, such that each of S&P and Moodys confirm that its then current rating of the Notes will not be adversely affected by such First Trigger Swap Counterparty Rating Downgrade,

and if the Swap Counterparty elects to do any or all of (a), (b), (c) and (d) above, the Swap Counterparty shall on or prior to the date of such guarantee, novation, provision of collateral or other action obtain written confirmation from Moodys that its rating of the Notes will not be adversely affected by such guarantee, novation, provision of collateral or other action. For the purposes of this sub-paragraph 20(C) Specified Percentage shall mean 122 per cent. If the long term credit rating of the Swap Counterparty falls below "BBB+" by S&P or the short term credit rating of the Swap Counterparty falls below "A-2" by S&P (a Second Trigger Swap Counterparty Rating Downgrade and, together with the First Trigger Swap Counterparty Rating Downgrade, each a Swap Counterparty Rating Downgrade) then no later than 10 Business Days after the occurrence of such Second Trigger Swap Counterparty Rating Downgrade the Swap Counterparty shall at its own expense:
(a) (b)

take the actions described in (a), (b) or (d) above; or pursuant to the Asset Swap, pay to the Issuer in cash an amount equal to the Credit Support / Prepayment Amount in respect of the date on

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which such payment is made, which amount shall represent a prepayment of the Swap Counterpartys obligation to pay the Party A Floating Amount on the next following Party A Payment Date and, on each subsequent Party A Payment Date (other than the final Party A Payment Date) on which the Second Trigger Swap Counterparty Rating Downgrade is continuing, the Swap Counterparty shall pay to the Issuer (if positive) or the Issuer shall pay to the Swap Counterparty (if negative) an amount equal to the sum of (a) the Party A Floating Amount which is payable by the Swap Counterparty on such Party A Payment Date and (b) the Adjusted Prepayment Amount in respect of such Party A Payment Date, and upon such payment being made the Swap Counterparty's obligation to pay the Party A Floating Amount payable by it on such Party A Payment Date shall be deemed to be fully satisfied (each such payment by Party A pursuant to this sub-paragraph (b) being a Prepayment Amount). Any Prepayment Amounts payable by the Swap Counterparty shall be paid by the Swap Counterparty into the Deposit Account and shall not be applied by the Issuer in satisfaction of Cash Settlement Amounts under the Default Swap or in satisfaction of any obligations owed by the Issuer to any other party other than the Noteholders. If the Swap Counterparty has paid a Prepayment Amount on any day (the Relevant Prepayment Amount) and on any date prior to the next following Party A Payment Date:
(a)

the First Trigger Swap Counterparty Rating Downgrade or, as the case may be, Second Trigger Swap Counterparty Rating Downgrade is no longer continuing, the Issuer shall, on such date, pay to the Swap Counterparty out of the Deposit Account an amount equal to the aggregate of the Relevant Prepayment Amounts then standing to the credit of the Deposit Account (and not previously applied by the Issuer in payment to the Noteholder);

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(b)

the Notes are redeemed, on the date fixed for redemption in the relevant notice the Issuer shall pay to the Swap Counterparty out of the Deposit Account an amount equal to the Excess Credit Support / Prepayment Amount; or

the Swap Counterparty has provided collateral following the occurrence of a First Trigger Swap Counterparty Rating Downgrade and a Second Trigger Swap Counterparty Rating Downgrade has occurred, on the date upon which the Swap Counterparty pays to the Issuer an amount equal to the Credit Support / Prepayment Amount following such Second Trigger Swap Counterparty Rating Downgrade the Issuer shall pay to the Swap Counterparty out of the Deposit Account an amount equal to the aggregate of the Relevant Prepayment Amounts then standing to the credit of the Deposit Account (and not previously applied by the Issuer in payment to Noteholders), such payment representing a return to the Swap Counterparty of collateral delivered to the Issuer. Adjusted Prepayment Amount means, in respect of a Party A Payment Date, an amount (which may be positive or negative) equal to (a) the Party A Floating Amount payable by the Swap Counterparty on such Party A Payment Date less (b) the Party A Floating Amount which was payable by the Swap Counterparty to the Issuer on the immediately preceding Party A Payment Date.
(c)

Credit Support / Prepayment Amount means, in respect of any day, an amount determined by the Swap Calculation Agent equal to the Party A Floating Amount which was payable by the Swap Counterparty on the immediately preceding Party A Payment Date. Excess Credit Support / Prepayment Amount means an amount equal to the excess, if any, of the aggregate of the Relevant Prepayment Amounts then standing to the credit of the Deposit Account (and not previously applied by the Issuer in payment to the Noteholder) over the amount of accrued interest in respect of
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the Notes as at the date fixed for redemption in the relevant notice, which shall include an amount of accrued interest in respect of Additional Interest Amounts and related Accrued Interest Amounts (if any) that, as at such date, remain unpaid. Party A Floating Amount means a Party A Floating Rate Payment (as defined in the Asset Swap) payable by the Swap Counterparty pursuant to the Asset Swap. Party A Payment Date means each Floating Rate Payer Payment Date (as defined in the Asset Swap). Custodian Rating Downgrade: (D) If at any time when the Notes are outstanding (i) the short term credit rating of the Custodian falls below A-1+ by S&P or P-1 by Moodys or (ii), the long term credit rating of the Custodian falls below A1 by Moodys (each a Custodian Rating Downgrade) then no later than 30 calendar days after the occurrence of such Custodian Rating Downgrade the Custodian shall novate at the expense of the Custodian all (and not some only) of its rights and obligations under the Agency Agreement to any other entity with a short term credit rating of at least A-1+ by S&P or P-1 by Moodys and a long term credit rating of at least A1 by Moodys. If (i) at any time when the Notes are outstanding, the short term credit rating of the Deposit Bank falls below A-1+ by S&P or P-1 by Moodys and (ii) at any time the Notes are rated lower than A+ by S&P or A1 by Moodys, the long term credit rating of the Deposit Bank falls below the then ratings of the Notes (each a Deposit Bank Rating Downgrade) then no later than 14 calendar days after the occurrence of such Deposit Bank Rating Downgrade the Issuer shall instruct the Custodian to, and the Custodian shall, move the Deposit Account to a new Deposit Bank with a long term credit rating not lower than A-1+ by S&P or P-1 by Moodys on terms that the amounts standing to the credit of the Deposit Account shall earn interest in

Deposit Bank Rating Downgrade:

(E)

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respect of each Interest Period at such rate or rates (each such rate in respect of an Interest Period, a Deposit Rate) as may be determined from time to time by the Deposit Bank and any interest accrued on the amounts standing to the credit of the Deposit Account shall be paid to the Swap Counterparty under the Asset Swap. Subject to any such application by the Custodian, the Issuer and the Custodian will procure that funds credited to the Deposit Account from time to time (including capitalised interest) shall be debited from the Deposit Account on or before the Maturity Date or other date for redemption of the Notes to be applied by the Issuer in connection with such redemption, as specified in the Trust Instrument. Swap Counterparty: Deutsche Bank AG, acting through its London branch. In its capacity as Swap Counterparty, Deutsche Bank AG, acting through its London branch is also designated as the calculation agent (the Swap Calculation Agent) for the purpose of the Swap Agreement. Any determination by the Swap Calculation Agent shall be made in accordance with the terms of the Swap Agreement and 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. No. Not applicable. No. (A) The Notes will be subject to mandatory redemption (in whole) under Condition 8.2 or 8.3 (each as amended below and by Schedule 2 hereto), for which purpose the Repayable Assets will be all of the Collateral. (B) The Notes shall be redeemed pursuant to Condition 8.2 or 8.3 (each as amended and subject to sub-paragraphs 13(D) and 13(G) above) at the date fixed for redemption in the relevant notice (in each case the Mandatory Redemption
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21.

Repurchase Agreement: Repurchase Counterparty:

22. 23.

Credit Support Document: Mandatory Redemption:

35

Date). (C) The Redemption Amount (subject to sub-paragraphs 13(D), 13(F) and 13(G) above) for the purposes of any redemption of the Notes pursuant to Conditions 8.2 and 8.3 (each as amended) and Condition 11 (as amended by Schedule 2) shall be: (i) such Notes Outstanding Principal Amount

less (save in the case of redemption pursuant to Condition 8.3(C) following the termination of the Asset Swap and/or the Default Swap resulting from an Event of Default (as defined in the Swap Agreement) in respect of the Swap Counterparty) (ii) its pro rata share of the Early Redemption Unwind Costs (as defined in Schedule 1 hereto).

Payment in accordance with the foregoing provisions shall constitute full and final satisfaction of all of the Issuers obligations to make any payment of principal in respect of the principal amount of the Notes so to be redeemed or the relevant part thereof and of any interest accruing in respect of such principal amount at any time after the first day of the Interest Period during which the Notes become subject to mandatory redemption and the Outstanding Principal Amounts of the Notes shall be deemed to be reduced accordingly. 24. Listing: Application will be made on or after the Issue Date to List the Notes on the Irish Stock Exchange.

25.

The Notes have been accepted in Euroclear and Clearstream, Luxembourg and have the following security codes: Common Code: ISIN: 026555868 XS0265558683 Application has been made for a public rating of the Notes, which is expected to be Aa3 by Moodys Investor Services, Inc. (Moodys) and AA- by Standard & Poors Rating Services, a division of the McGrawHill Companies, Inc (S&P).
36

26.

Rating:

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A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating agency at its discretion. 27. Custody: The Custodian in respect of the Collateral will be Deutsche Bank AG, acting through its London branch or any other person subsequently appointed as Custodian or Deposit Bank pursuant to the Agency Agreement, subject to Rating Agency Confirmation and approval by the Trustee on behalf of the Noteholders. The Collateral will be delivered to the Deposit Bank by the Swap Counterparty pursuant to the Asset Swap on the Issue Date, and credited to an account in favour of the Issuer (the Deposit Account) on the Issue Date, subject to the security created by and pursuant to the Trust Instrument. 28. Agent for Service of Process: Deutsche Bank AG, acting through its London branch at its registered office for the time being (currently at Winchester House, 1 Great Winchester Street, London EC2N 2DB). The DBL/DBAG Structured Investment Terms Module 4.1.1.8 (English law Notes; Terms and Conditions for Eirles Two Limited) August 2000 Edition shall be amended in the manner described in Schedule 2 hereto. Deutsche Trustee Company Limited.

29.

Details of further additions or variations to the Terms:

30.

Trustee:

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SCHEDULE 1 - DEFINITIONS Credit Event Notice means an irrevocable notice from the Issuer or the Swap Counterparty, as the case may be, to the other party (in the form and delivered in the manner described in the Default Swap) that describes a Credit Event that occurred on or after the Effective Date of the Default Swap. Credit Event Unwind Costs means, in respect of any determination of a Cash Settlement Amount any legal or other ancillary costs (including any costs in relation to the payment of the Collateral Payment) incurred by the Issuer, the Custodian, the Trustee or the Swap Counterparty as a result of the payment of a Cash Settlement Amount, each as determined by the Swap Calculation Agent provided that such amounts shall not exceed USD 5,000. Early Redemption Unwind Costs means an amount (which may be either a positive or negative number) equal to the sum of: (a) the amount (if any) payable by either (i) the Issuer to the Swap Counterparty (expressed as a positive number) or (ii) the Swap Counterparty to the Issuer (expressed as a negative number) on termination of the Default Swap as a result of an early redemption; the amount (if any) payable by either (i) the Issuer to the Swap Counterparty (expressed as a positive number) or (ii) the Swap Counterparty to the Issuer (expressed as a negative number) on termination of the Asset Swap as a result of an early redemption; and any legal or other ancillary costs (expressed as a positive number) incurred by the Issuer, the Trustee or the Swap Counterparty as a result of such early redemption;

(b)

(c)

For the avoidance of doubt, when determining such amounts payable under the Asset Swap and the Default Swap, the Asset Swap and the Default Swap will each be deemed to have been entered into under separate ISDA Master Agreements with terms identical to those contained in the Swap Agreement. Event Determination Date means, in respect of a Credit Event, the date on which both the related Credit Event Notice and the related Notice of Publicly Available Information are effective. The following terms shall have the meanings ascribed to them in the Default Swap: Cash Payment Date Cash Settlement Amount Class B Tranche Amount Credit Event Collateral Payment Effective Date Final Price Fixed Amount Notice of Publicly Available Information Optional Call
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Optional Call Date Reference Obligation Relevant Amortisation Relevant Recovery Rate Termination Date

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SCHEDULE 2 AMENDMENTS TO TRUST TERMS The DBL/DBAG Structured Investment Terms Module 4.1.1.8 (English law Notes; Terms and Conditions for Eirles Two Limited) August 2000 Edition shall for the purposes of this Transaction be amended in the following manner: (1) The first paragraph in italics under the heading Terms and Conditions of the Notes shall be replaced in its entirety by the following new paragraph: The following is the text of the terms and conditions which, subject to amendment and as, modified or varied in accordance with the provisions of the relevant Trust Instrument in relation to a particular Series only, will (subject as provided in Summary of Provisions relating to Notes while in Global Form) be applicable to the Global Note(s) or Global Certificate(s) representing each Series and to the Definitive Bearer Notes or Individual Certificates (if any) issued in exchange therefor (each as defined in these Terms and Conditions) and which, subject further to deletion of non-applicable provisions, will be endorsed on such Definitive Bearer Notes or Individual Certificates. Details of applicable definitions for each Series will be set out in the relevant Trust Instrument. References in the Conditions to Notes are to the Notes of one Series only, not all Notes which may be issued under the Programme. The terms and conditions of any Alternative Investments will be as set out in the relevant Trust Instrument. The following text shall also be incorporated by reference into the Prospectus for any applicable Series, modified or varied as applicable.. (2) Sub-Condition 4.2(A)(3) shall be amended by replacing the words (iii) all of the Issuers rights as against the Custodian in respect of any sum standing to the credit of the Deposit Account (as defined in Condition 4.5) or the Repurchase Account (as defined in Condition 5.2) with the words (iii) all of the Issuers rights as against the Custodian and/or the Deposit Bank in respect of any sum standing to the credit of the Deposit Account (as defined in Condition 4.5) or the Repurchase Account (as defined in Condition 5.2);. (3) Sub-Condition 4.4(B)(1) shall be replaced in its entirety by the following new sub-Condition 4.4(B)(1); (1) first, in payment or satisfaction of all fees, costs, charges, expenses, liabilities and other amounts incurred by or payable to the Trustee or any receiver under or pursuant to the Trust Instrument and/or any Additional Security Document (which for the purpose of this Condition 4.4 and the Trust Instrument shall include any taxes required to be paid, the costs of realising any security and the Trustees remuneration);

(4) Sub-Condition 4.4(C)(1) shall be replaced in its entirety by the following new sub-Condition 4.4(C)(1): (1) first, in payment or satisfaction of all fees, costs, charges, expenses, liabilities and other amounts incurred by or payable to the Trustee or any receiver under or pursuant to the Trust Instrument and/or any Additional Security Document (which for the purpose of this Condition 4.4 and the Trust Instrument shall include any taxes required to be paid, the costs of realising any security and the Trustees remuneration);

(5) Sub-Condition 4.4(D)(1) shall be replaced in its entirety by the following wording new subCondition 4(D)(1): (1)
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pursuant to the Trust Instrument and/or any Additional Security Document (which for the purpose of this Condition 4.4 and the Trust Instrument shall include any taxes required to be paid, the costs of realising any security and the Trustees remuneration); (6) The last paragraph of Condition 4.5 in italics shall be replaced in its entirety by the following new paragraph: In the case of a Replacement and/or Substitution in accordance with this Condition 4.5, a Prospectus Supplement will, in the case of any Series of Notes listed on the Irish Stock Exchange (and for so long as the rules of the Irish Stock Exchange so require), be lodged with the Irish Stock Exchange.. (7) The following wording shall be inserted immediately beneath sub-Condition 4.7(A)(3), prior to do one or more of the following; (in each case subject to it having been indemnified to its satisfaction against any loss, liability, cost, claim, action, demand or expense which may be incurred or made against it in connection therewith); (8) In the fourth line of paragraph 1 of Condition 5.1, are redeemed shall be replaced with become repayable and in the fifth line of Condition 5.1, upon shall be replaced with pursuant to; (9) The last paragraph of Condition 5.2 in italics shall be replaced in its entirety by the following new paragraph: In the case of a Replacement and/or Substitution in accordance with this Condition 5.2, a Prospectus Supplement will, in the case of any Series of Notes listed on the Irish Stock Exchange (and for so long as the rules of the Irish Stock Exchange so require), be lodged with the Irish Stock Exchange.. (10) In Condition 8.2, the words or becomes capable of becoming declared due and repayable in the first line and the words or capable of being declared due and repayable in the sixth line shall be deleted. (11) In the fifteenth line of the first paragraph of Condition 8.2, expiry of shall be replaced with the due date for redemption specified in; (12) In the first line of the final paragraph of Condition 8.2, the Notes becoming due for shall be inserted immediately following In the event of; (13) In sub-Condition 8.3(C), the words prior to the Swap Agreement Termination Date shall be deleted; (14) In the wording immediately beneath sub-Condition 8.3(D), expiry of shall be replaced with the due date for redemption specified in; (15) In the first line of the final paragraph of sub-Condition 8.3, the Notes becoming due for shall be inserted immediately following In the event of; (16) The last paragraph of Condition 8.11 in italics shall be replaced in its entirety by the following paragraph: Notices given in respect of a redemption of the Notes prior to their Maturity Date pursuant to Condition 8 shall also, for as long as the Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange require, be given to the Irish Stock Exchange..
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(17) In the sixth line of Condition 11 forthwith shall be inserted immediately following Trust Instrument shall; (18) Sub-Condition 11(i) shall be replaced in its entirety with the following new sub-Condition 11(i): (i) if default is made in the payment of any principal in respect of the Notes or any of them or if default is made for a period of 14 days or more in the payment of any other sum due in respect of the Notes or any of them; or.

(19) The first paragraph of Condition 16 shall be replaced in its entirety by the following new paragraph: Notices to the holders of Registered Notes will be mailed to them or, if there is more than one holder of any Registered Note, to the first named holder of that Note at their respective addresses in the Register and will be deemed to have been given on the fourth weekday (being a day other than a Saturday or a Sunday) after the date of mailing. If and for so long as any Registered Notes are listed on the Irish Stock Exchange and the rules of that Stock Exchange so require, notices to holders of such Registered Notes will also be published in a leading newspaper having general circulation in Ireland (which is expected to be the Irish Times). Notices to the holders of Bearer Notes will be valid if published in a leading daily newspaper of general circulation in London approved by the Trustee (which is expected to be the Financial Times) and (if and for so long as the Notes are listed on the Irish Stock Exchange and the rules of that Stock Exchange so require) in a leading newspaper having general circulation in Ireland (which is expected to be the Irish Times). If, in the opinion of the Trustee, any such publication is not practicable, notice will be validly given if published in another leading daily English newspaper of general circulation in Europe approved by the Trustee. Any such notice to holders of Bearer Notes shall be deemed to have been given on the date of such publication or, if published more than once or on different dates, on the date of the first publication as provided above.

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FURTHER INFORMATION CONCERNING THE TRUST INSTRUMENT General The Trust Instrument is dated as of 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 Issuers 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 Conditions of the Notes are supplemented and/or amended by the Terms which should be read in conjunction with the Conditions. The Terms are also set out in this Prospectus. Swap, Agency and Purchase Agreements The Trust Instrument sets out and executes the following: a) b) the Swap Agreement (as further described in the following section); 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

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.

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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.

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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 Agents 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 Agents 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.

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FURTHER INFORMATION CONCERNING THE SWAP AGREEMENT

In respect of the Notes, in addition to the circumstances specified in paragraph 20 of the Terms above, the Swap Agreement (as defined in such paragraph 20 above) may be terminated early, (either in whole or, in certain circumstances, in part only) among other circumstances. (i) if at any time any of the Notes becomes repayable in accordance with the Conditions prior to the Maturity Date and, for the avoidance of doubt, it is confirmed that the Notes shall not be deemed to have become repayable by reason of any reduction in the Outstanding Principal Amount made in accordance with sub-paragraph 13(b) of the Terms; at the option of one party, if there is a failure by the other party to pay any amounts due under either Swap Agreement; if (subject as provided in the Swap Agreement) withholding taxes are imposed on payments made by the Issuer or the Swap Counterparty under either Swap Agreement or it becomes illegal for either party to perform its obligations under either Swap Agreement; upon the occurrence of certain other events as described in the Swap Agreement (with an effective date of the Issue Date as defined in the Terms) with respect to either party to the Swap Agreement, including insolvency; Section 2(c) of the ISDA Master Agreement has been amended so that the netting of payments provisions therein shall apply to the Swap Agreement.

(ii) (iii)

(iv)

(v)

Consequences of Early Termination of Swap Agreement Upon any such early termination of any of the Swap Agreement, the Issuer or the Swap Counterparty may be liable to make a termination payment (subject as stated in paragraph 20 of the Terms above and the Swap Agreement) to the other party (regardless, if applicable, or which of such parties may have caused such termination). In all cases of early termination occurring other than by reason of a default by the Swap Counterparty (in which case the determination will be made by the Issuer), the termination payment will be determined by the Swap Counterparty on the basis of the Swap Counterpartys determination of the total losses and costs (or gain, in which case expressed as a negative number) of the parties in connection with the relevant Swap Agreement. The information set out in the section of the Base Prospectus entitled Information Concerning the Swap Counterparty is hereby incorporated into this Prospectus in accordance with Article 11.1 of the Prospectus Directive. The above summary is qualified in its entirety by the terms of the Swap Agreement, which will be available as described under the heading General above.

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FURTHER INFORMATION CONCERNING THE DEPOSIT ACCOUNT As at the Issue Date, the Deposit Account is held at Deutsche Bank AG, London Branch in the name of the Custodian. The Deposit Account will be credited with the proceeds of the Notes on the Issue Date as described in paragraph 19 of the Terms above. The Deposit Account will be governed in accordance with the laws of England and Wales. As at the date of this Prospectus the balance on the Deposit Account is USD 55,000,000. The Deposit Account has no scheduled maturity and will exist perpetually. Deutsche Bank Aktiengesellschaft has securities admitted to trading on the Luxembourg Stock Exchange. Deutsche Bank is a banking institution and a stock corporation incorporated under the laws of Germany under registration number HRB 30 000. The Bank has its registered office in Frankfurt am Main, Germany. It maintains its head office at Taunusanlage 12, 60325 Frankfurt am Main and branch offices in Germany and abroad including in London, New York, Sydney, Tokyo and an Asia-Pacific Head Office in Singapore which serve as hubs for its operations in the respective regions. Deutsche Bank AG, London Branch Deutsche Bank AG, London Branch is the London branch of Deutsche Bank AG. The registered address is Winchester House, 1 Great Winchester Street, London EC2N 2DB United Kingdom. On 12 January 1973, Deutsche Bank AG filed in the United Kingdom the documents required pursuant to section 407 of the Companies Act 1948 to establish a place of business within Great Britain. On 14 January 1993, Deutsche Bank registered under Schedule 21A to the Companies Act 1985 as having established a branch (Registration No. BR000005) in England and Wales. Deutsche Bank AG, London Branch is an authorized person for the purposes of section 19 of the Financial Services and Markets Act 2000. In the United Kingdom, it conducts wholesale banking business and through its Private Wealth Management division, it provides holistic wealth management advice and integrated financial solutions for wealthy individuals, their families and selected institutions.

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Use of Proceeds The net proceeds of the issue of the Notes being a sum of USD 55,000,000 will be used by the Issuer to acquire the Collateral on the Issue Date in accordance with the Terms and Conditions of the Notes. Any associated costs of issuance and ongoing expenses of an administrative nature will be borne by the Arranger. Tax Considerations Neither the Issuer, nor the Swap Counterparty, is obliged to pay any additional amount for, or on account of, any payments under the Notes or the Swap Agreement which is the subject of a deduction or withholding for or on account of any tax. The imposition of such withholding or deductions would lead to a mandatory redemption of the Notes. Legal Opinions Legal opinions relating to the issue of the Notes and the obligations of the Issuer thereunder have been obtained with respect to the laws of England and Ireland. It is not intended that legal opinions will be obtained with respect to any other applicable laws and no investigation has been made into, or legal opinions obtained with respect to, the validity, binding nature or enforceability of the obligations of any obligor in respect of the Mortgaged Property (or any part thereof) under the laws of England or any other relevant jurisdiction. The legal opinions which have been obtained are subject to qualifications and are made on certain assumptions and, in general, a legal opinion with respect to the laws of one jurisdiction will not extend to express any opinion with respect to the validity or enforceability of security interests stated to be governed by the laws of another jurisdiction. Availability of Prospectus and other Documents Throughout the lifetime of the Programme, the Base Prospectus and this Prospectus (and any prospectus supplement) issued by the Issuer since the date of first publication of the Base Prospectus will be available, during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for inspection at the registered office of each of the Issuer, the Trustee, and the Paying Agents specified on the back cover of the Base Prospectus and will be available from the date hereof at the offices of the Listing Agent specified on the back cover of this Prospectus for so long as the Notes are listed on the Irish Stock Exchange. Paying Agents and Listing Agent The Principal Paying Agent for the Notes shall be Deutsche Bank AG, London Branch in such capacity and the Irish Paying Agent shall be Deutsche International Corporate Services (Ireland) Limited. The Listing Agent appointed in respect of the Notes is Deutsche Bank AG, London Branch.

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SELLING RESTRICTIONS General The Arranger and the Issuer have agreed that no action has been or will be taken in any jurisdiction that would permit a public offering of any of the Notes, or possession or distribution of the Base Prospectus or any part thereof including this Prospectus, or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required. The Arranger has agreed that it will comply with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells, or delivers Notes or has in its possession or distributes the Base Prospectus or any part thereof including this Prospectus, or any such other material, in all cases at its own expense unless otherwise agreed. United States The Issuer has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Consequently, the Notes may not be offered, sold, resold, delivered or transferred within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act). United Kingdom The Purchaser represents and agrees that: (i) it has complied with and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (the FSMA) with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of FSMA does not apply to the Issuer.

(ii)

Germany The Notes or Alternative Investments have not been and will not be publicly offered in the Federal Republic of Germany and, accordingly, no prospectus for a public offering of the Notes in the Federal Republic of Germany in accordance with the Securities Prospectus Act (WertpapierVerkaufsprospektgesetz) of 22 June 2005, as amended (the Securities Prospectus Act) has been or will be published or circulated in the Federal Republic of Germany. The Purchaser represents and agrees that it has only offered and sold and will only offer and sell any Notes or Alternative Investments in the Federal Republic of Germany in accordance with the provisions of the Securities Prospectus Act and any other laws applicable in the Federal Republic of Germany governing the issue, offering and sale of securities. Any resale of the Notes or Alternative Investments in the Federal Republic of Germany may only be made in accordance with the provisions of the Securities Prospectus Act and any other laws applicable in the Federal Republic of Germany governing the sale and offering of securities

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Ireland 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. The Base Prospectus and any Prospectus do not constitute an invitation to the public within the meaning of the Irish Companies Acts 1963 to 2005 (as amended) to subscribe for the Notes. The Purchaser has agreed that: (i) it has not offered or sold and will not offer or sell any Notes of a Series in Ireland except in circumstances which do not require the publication of a prospectus pursuant to Article 3 of Directive 2003/71/EC; and it has not done and will not do anything in Ireland in connection with the Notes of a Series which might constitute a breach of Section 9(1), 23(1), 23(6) or 23(7) of the Investment Intermediaries Act 1995.

(ii)

European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), the Purchaser represents and agrees that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") it has not made and will not make an offer of Notes to the public in that Relevant Member State, except that it may, with effect from and including the Relevant Implementation Date, make an offer of Notes to the public in that Relevant Member State: (a) in (or in Germany, where the offer starts within) the period beginning on the date of publication of a prospectus in relation to those Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive and ending on the date which is 12 months after the date of such publication; at any time to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; at any time to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than 43,000,000 and (3) an annual net turnover of more than 50,000,000, as shown in its last annual or consolidated accounts; or at any time in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

(b)

(c)

(d)

For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

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ANNEX 1 INFORMATION CONCERNING THE ISSUER The information set out in the section of the Base Prospectus entitled "Description of the Issuer is hereby incorporated into this Prospectus in accordance with Article 11.1 of the Prospectus Directive. The issue of the Notes has been authorised by a resolution of the board of directors of the Issuer passed on 4 September 2006. As at the date of this Prospectus, save for issuances of Notes pursuant to the Programme, the Issuer has no borrowings or indebtedness in the nature of borrowings (including loan capital issued or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. The indebtedness of the Issuer as at 27 July 2007 is EUR 8,699,794,589.43. Save as for issues of notes, there has been no significant change in the financial or trading position of the Issuer and no material adverse change in the financial position or prospects of the Issuer since the publication of its most recent financial statements. There are no governmental legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have or have had from the date of incorporation to the date hereof a significant effect on the Issuer's financial position. Directors and Company Secretary The Directors of the Issuer are as follows: Liam Quirke Niall OCarroll Michael Whelan The business address of Liam Quirke is 30 Herbert Street, Dublin 2, Ireland, the business address of Niall OCarroll is Thurleigh Upper Churchtown Road, Dundrum, Dublin 14, Ireland and the business address of Michael Whelan is c/o Deutsche International Corporate Services (Ireland) Limited, 5 Harbourmaster Place, Dublin 1, Ireland. The Company Secretary is Deutsche International Corporate Services (Ireland) Limited. Deutsche International Corporate Services (Ireland) Limited is the administrator of the Issuer. Its duties include the provision of certain administrative, accounting and related services. The appointment of the administrator may be terminated and the administrator may retire upon three months' notice subject to the appointment of an alternative administrator on similar terms to the existing administrator.

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ANNEX 2 DEFAULT SWAP CONFIRMATION

Date: To: Attention: From: Ref: Re:

6 September 2006 Eirles Two Limited Michael Whelan/The Directors Deutsche Bank AG, acting through its London branch Summit No. C1073616M (Syrah 2006-1)

Class B ABS Portfolio Credit Default Swap relating to the Eirles Two Limited Series 273 USD 55,000,000 Floating Rate Portfolio Credit Linked Notes due 2038 (the Notes)

Dear Sirs, The purpose of this letter (this Confirmation) is to confirm the terms and conditions of the Credit Derivative Transaction entered into between Deutsche Bank AG, acting through its London branch (Party A) and Eirles Two Limited (Party B) on the Trade Date specified below (the Transaction). This Confirmation constitutes a Confirmation as referred to in the Agreement specified below. The definitions and provisions contained in the 2003 ISDA Credit Derivatives Definitions, as supplemented by the May 2003 Supplement to the 2003 ISDA Credit Derivatives Definitions (together the "Credit Derivatives Definitions") each as published by the International Swaps and Derivatives Association, Inc. and as modified as set out herein, are incorporated into this Confirmation. Capitalised terms not otherwise defined herein or in the Credit Derivatives Definitions shall have the meanings given to such terms in the terms and conditions of the Notes (as the same may be amended, modified or supplemented from time to time, the "Conditions"). In the event of any inconsistency between any of this Confirmation, the Conditions and/or the Credit Derivatives Definitions, the first mentioned document will govern. This Confirmation supplements, forms a part of, and is subject to, the ISDA Master Agreement (as amended, modified or supplemented from time to time, the Agreement) entered into between Party A and Party B by the execution of the trust instrument (as the same may be amended, modified or supplemented from time to time, the Trust Instrument) dated 6 September 2006 between them and certain other persons for purposes including constituting and prescribing the Conditions. All provisions contained in the Agreement shall govern this Confirmation except as expressly modified below.

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The parties agree and acknowledge that the Transaction to which this Confirmation relates contemplates that the Conditions to Settlement may be satisfied with respect to more than one Reference Obligation, that there may therefore be multiple Event Determination Dates, Cash Payment Dates and Cash Settlement Amounts, and that the Credit Derivatives Definitions should, for the purposes of this Confirmation, be interpreted accordingly. The Terms of the Transaction to which this Confirmation relates are as follows: 1. GENERAL TERMS

The Portfolio Notional Amount will be allocated between three tranches (each, a Tranche) as follows: Senior Tranche; Class B Tranche; and Junior Tranche. For the purpose of this Transaction, the Senior Tranche shall be regarded as the most senior Tranche and the Junior Tranche shall be regarded as the most junior Tranche. The notional amounts of each of the Tranches are as follows: (i) in respect of the Senior Tranche, 82.00 per cent. multiplied by the Initial Portfolio Notional Amount (the Senior Tranche Amount); in respect of the Class B Tranche, 4.50 per cent. multiplied by the Initial Portfolio Notional Amount (the Class B Tranche Amount) and, on the Effective Date, such amount being the Class B Initial Tranche Amount; and in respect of the Junior Tranche, 13.50 per cent. multiplied by the Initial Portfolio Notional Amount (the Junior Tranche Amount),

(ii)

(iii)

subject, in each case, as provided below. Any reductions in the Portfolio Notional Amount on or after the Effective Date as a result of any Relevant Amortisation of any Reference Obligation shall be applied so as to reduce the Senior Tranche Amount, and following reduction of the Senior Tranche Amount to zero, to reduce the Class B Tranche Amount and following reduction of the Class B Tranche Amount to zero, to reduce the Junior Tranche Amount. On each Fixed Rate Payer Period End Date the aggregate of all Recovery Balances and Relevant Amortisation Amounts effective on or after the later of the Effective Date and the immediately preceding Fixed Rate Payer Period End Date (the Aggregate Recovery Balance) shall be allocated by way of subtraction from the Senior Tranche Amount. Where the Aggregate Recovery Balance exceeds the Senior Tranche Amount the excess of the Aggregate Recovery Balance not so allocated shall be allocated by way of subtraction to the Class B Tranche Amount. Where the Aggregate Recovery Balance exceeds the sum of the Class B Tranche Amount and the Senior Tranche Amount, the excess of the Aggregate Recovery Balance not so allocated shall be allocated by way of subtraction to the Junior Tranche Amount.

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On each Fixed Rate Payer Period End Date, the aggregate of all Loss Determination Amounts effective on or after the later of the Effective Date and the immediately preceding Fixed Rate Payer Period End Date (the Aggregate Loss Balance) shall be allocated by way of subtraction from the Junior Tranche Amount. Where the Aggregate Loss Balance exceeds the Junior Tranche Amount the excess of the Aggregate Loss Balance not so allocated shall be allocated by way of subtraction from the Class B Tranche Amount. Where the Aggregate Loss Balance exceeds the sum of the Class B Tranche Amount and the Junior Tranche Amount the excess of the Aggregate Loss Balance not so allocated shall be allocated by way of subtraction from the Senior Tranche Amount. Trade Date: Effective Date: Scheduled Termination Date: 1 September 2006. 6 September 2006. The earlier of (i) 25 December 2038; (ii) the date on which the aggregate of the Outstanding Principal Amounts of the Notes is reduced to zero; and (iii) the Optional Call Date. The latest to occur of (i) the Scheduled Termination Date, (ii) the date as determined in accordance with Section 1.11 of the Credit Derivatives Definitions (Grace Period Extension Date) or, if there is more than one Grace Period Extension Date, the latest of such dates, (iii) the last day of the Notice Delivery Period in the event that as at the Scheduled Termination Date or Grace Period Extension Date (as applicable) one or more Credit Events has occurred or, in the opinion of Buyer, may have occurred, and the Conditions to Settlement may be satisfied during the Notice Delivery Period but have not been so satisfied as at the Scheduled Termination Date or Grace Period Extension Date (as applicable), (iv) the date (which may be after the last day of the Notice Delivery Period) on which all valuations are determined in respect of the Reference Obligations in respect of any Credit Event that has occurred or may have occurred, as determined by Buyer in respect of any Defaulted Reference Obligation and (v) the final Cash Payment Date. Eirles Two Limited (the Seller). Deutsche Bank AG, acting through its London branch (the Buyer). Deutsche Bank AG, acting through its London branch. Any requirement stipulated in the Credit Derivatives Definitions for the Calculation Agent to consult with the parties to this Transaction shall not apply to this Transaction. The Calculation Agent shall have no responsibility for good faith errors or omissions in respect of any calculations or determinations contemplated herein, and its calculations and determinations shall, in the absence

Termination Date:

Floating Rate Payer: Fixed Rate Payer: Calculation Agent:

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of manifest error, be final, conclusive and binding on Party A and Party B. The Calculation Agent does not act as a fiduciary for, or as an adviser to, either party in respect of its duties as Calculation Agent hereunder. Whenever the Calculation Agent is required to make any determination it may, inter alia, decide issues of construction and legal interpretation in its discretion. Calculation Agent City: Reference Entity: London. The issuer of the relevant Reference Obligation. For the avoidance of doubt, unless such entity is an issuer in respect of the relevant Reference Obligation, none of the related servicer, originator, manager nor arranger, as the case may be, shall be deemed to be a Reference Entity for any purpose. Section 2.31 of the Credit Derivatives Definitions shall not apply. Reference Obligation: Each Asset-Backed Security listed in Schedule 1 hereto shall be a Reference Obligation for the purposes of this Transaction, provided that a Reference Obligation will be deemed to be removed from the Reference Portfolio from time to time (i) when cancelled, terminated, redeemed, repurchased or repaid in full by the relevant Reference Entity or any guarantor or insurer of such Reference Obligation; (ii) when an Event Determination Date has occurred with respect to a Reference Obligation and (iii) following a Removal of such Reference Obligation in accordance with Paragraph 5 and in each case, Schedule 1 shall be deemed to be amended accordingly Section 2.30 (Substitute Reference Obligation) of the Credit Derivatives Definitions shall not apply to this Transaction. Relevant Amortisation: Any repayment, termination, redemption, repurchase or cancellation (other than as the result of a Credit Event), as the case may be, of any Reference Obligation: (a) which occurs on or after the first Fixed Rate Payer Period End Date; and (b) which causes such Reference Obligation to be repaid, terminated, redeemed, repurchased or cancelled as the case may be, in whole or in part. Relevant Amortisation Amount: In respect of any Relevant Amortisation which causes a Reference Obligation to be repaid, terminated, redeemed, repurchased or cancelled, as the case

55

may be, in whole, an amount equal to the Reference Obligation Notional Amount of such Reference Obligation immediately prior to the occurrence of the Relevant Amortisation. In respect of any other Relevant Amortisation, an amount equal to the product of: (i) the Reference Obligation Notional Amount of the relevant Reference Obligation immediately prior to the occurrence of the Relevant Amortisation; and (ii) the amount of the Reference Obligation, which has been repaid, terminated, redeemed, repurchased or cancelled, as the case may be, as a result of the Relevant Amortisation, expressed as a percentage of the aggregate principal amount outstanding of the Reference Obligation immediately prior to the occurrence of the Relevant Amortisation. On each Fixed Rate Payer Period End Date, the Reference Obligation Notional Amount of each Reference Obligation in respect of which a Relevant Amortisation has occurred on or after the later of the Effective Date and the immediately preceding Fixed Rate Payer Period End Date shall be reduced by an amount equal to the Relevant Amortisation Amount in respect of such Relevant Amortisation. Reference Price: Portfolio Notional Amount: 100 per cent. As at the Effective Date, an amount equal to the Initial Portfolio Notional Amount, and in respect of each day thereafter, the Outstanding Notional Amount for the Reference Portfolio at the close of business on that day. Following (which, subject to Sections 1.4 and 1.6 of the Credit Derivatives Definitions, shall apply to any date referred to in this Confirmation that falls on a day that is not a Business Day). London, New York and TARGET Settlement Days. Initial Portfolio Notional Amount: USD 1,222,222,222.22

Business Day Convention:

Business Days:

2.

FIXED PAYMENTS

Fixed Rate Payer Calculation Subject to the provisions relating to Retention of Amount: Fixed Amounts below, in respect of each Fixed Rate Payer Payment Date, the greater of: (a) the outstanding Class B Tranche Amount as at the Fixed Rate Payer Period End Date

56

immediately preceding the relevant Fixed Rate Payer Payment Date (or, in the case of the first Fixed Rate Payer Payment Date, as at the Effective Date) multiplied by the Multiplier; and (b) zero. For the purposes of determining the Fixed Rate Payer Calculation Amount, the outstanding Class B Tranche Amount on any Fixed Rate Payer Period End Date shall be such amount after any reductions as a result of any Relevant Amortisation of any Reference Obligations and any reductions as a result of the allocation of any Recovery Balances and Loss Determination Amounts, in each case, on such day. Fixed Rate: Fixed Rate Dates: Payer Payment 0.7 per cent. per annum. The fifth Business Day following each Fixed Rate Payer Period End Date, provided that: (i) the final Fixed Rate Payer Payment Date shall (subject to (ii) below) be the Scheduled Termination Date (which for the purposes of this definition of Fixed Rate Payer Payment Dates only shall be subject to adjustment in accordance with the Business Day Convention); and (ii) provided further that if the Termination Date falls after the Scheduled Termination Date, the Scheduled Termination Date shall not be a Fixed Rate Payer Payment Date and the Termination Date shall be the final Fixed Rate Payer Payment Date (and there shall be no Fixed Rate Payer Payment Dates between the Fixed Rate Payer Payment Date falling in September 2038 and the Termination Date). Each such date shall be subject to adjustment in accordance with the Business Day Convention. Section 2.10 of the Credit Derivatives Definitions shall not apply to this Transaction. Fixed Rate Payer Period End The 25th day of each March, June, September and Dates: December (commencing on 25 September 2006) and the final Fixed Rate Payer Period End Date will be the Scheduled Termination Date. The Fixed Rate Payer Period End Dates shall not be subject to adjustment in accordance with any Business Day Convention. Fixed Rate Payer Calculation Section 2.9(b) of the Credit Derivatives Definitions shall be deleted in its entirety and in its place the

57

Period:

following shall be inserted, (b) the final Fixed Rate Payer Calculation Period will end on, and include the Scheduled Termination Date Actual/360. 100 per cent. Notwithstanding anything to the contrary above: (i) Upon the occurrence of an Event Determination Date, the Fixed Amount payable in respect of the Fixed Rate Payer Calculation Period in which such Event Determination Date occurs and any subsequent Fixed Rate Payer Calculation Period to and excluding that in which the relevant Cash Payment Date occurs will reduce as a result of the removal of the Defaulted Reference Obligation from the Reference Portfolio on the basis set out below. (ii) The parties acknowledge that the Fixed Amount payable by Party A in respect of a Fixed Rate Payer Calculation Period in accordance with the foregoing provisions of this Section 2 (the Fixed Amount Calculation Provisions) cannot be determined until the determination of the following items: (a) the amount of the Loss Determination Amount to be subtracted from the most junior Tranche at the time the Final Price is determined, (b) the amount of the Recovery Balance to be subtracted from the most senior Tranche at the time the Final Price is determined and (c) which Tranches will be the most senior Tranche and the most junior Tranche at the time the Final Price is determined. (iii) Accordingly, in circumstances where on the last day of a Fixed Rate Payer Calculation Period there are one or more Defaulted Reference Obligations for which a Final Price has not yet been determined (each, an Undetermined Defaulted Reference Obligation), a Fixed Amount shall not be payable on the relevant Fixed Rate Payer Payment Date in accordance with the Fixed Amount Calculation Provisions above. Instead: (a) on the related Fixed Rate Payer Payment Date, Buyer shall pay to Seller the Minimum Fixed Amount; and

Fixed Rate Day Count Fraction: Multiplier: Retention of Fixed Amounts:

58

(b) on the Fixed Rate Payer Payment Date following the determination of Loss Determination Amounts in respect of each Undetermined Defaulted Reference Obligation (each an Additional Payment Date), Buyer shall pay to Seller the aggregate, with respect to each Fixed Rate Payer Calculation Period ending in the related Deferral Period (and, in the case of any Additional Payment Date falling after the Scheduled Termination Date, the period from and excluding the Scheduled Termination Date to and including such Additional Payment Date) of (i) the related Fixed Amount Adjustment Payment and (ii) the related Accrued Interest Amount with respect thereto. Where: Minimum Fixed Amount means, with respect to a Fixed Rate Payer Calculation Period, the Fixed Amount which would have been payable in relation thereto in accordance with the Fixed Amount Calculation Provisions above if, on the relevant Fixed Rate Payer Payment Date, Loss Determination Amounts had been determined in respect of each such Undetermined Defaulted Reference Obligation on the basis that the Final Price of each related Reference Obligation had been calculated to be zero. Fixed Amount Adjustment Payment means, with respect to any Fixed Rate Payer Calculation Period, an amount equal to (a) the Fixed Amount which would have been payable in respect thereof in accordance with the Fixed Amount Calculation Provisions on the Fixed Rate Payer Payment Date following the relevant Event Determination Date if each Loss Determination Amount relating to each Undetermined Defaulted Reference Obligation had been determined on the relevant Event Determination Date (based on the actual Final Price(s) relating thereto) minus (b) the Minimum Fixed Amount in respect thereof. Accrued Interest Amount means with respect to a Fixed Amount Adjustment Payment and the related Deferral Period, an amount calculated by the Buyer in good faith and in a commercially reasonable manner equal to the product of (a) such Fixed Amount Adjustment Payment, (b) the Deferral Rate and (c) the quotient of the actual

59

number of days in such Deferral Period (as numerator) and 360 (as denominator). Deferral Period means with respect to a Fixed Amount Adjustment Payment, the period from and including the first day of the Fixed Rate Payer Calculation Period in which the relevant Event Determination Date falls to but excluding the related Additional Payment Date. Deferral Rate means with respect to any Fixed Amount Adjustment Payment and the related Deferral Period, the USD-LIBOR-BBA rate (as defined in the 2000 ISDA Definitions, for which purpose each day of the Deferral Period shall be a Reset Date. 3. FLOATING PAYMENTS

Floating Rate Payer Calculation With respect to any Reference Obligation, the Amount: Reference Obligation Notional Amount corresponding to such Reference Obligation as at the relevant Event Determination Date. Conditions to Settlement: With respect to each Reference Obligation: Credit Event Notice Notice of Publicly Available Information: Applicable. If, in the good faith and in a commercially reasonable judgement of the Calculation Agent, Publicly Available Information is not available or if the sole source of Publicly Available Information is an Affiliate of Party A, notwithstanding anything to the contrary in the Credit Derivatives Definitions or in this Confirmation, the Notice of Publicly Available Information Condition to Settlement may be satisfied by the delivery by the Calculation Agent of either (a) an officers certificate signed by two authorised signatories of the Calculation Agent which (i) identifies the Credit Event; (ii) describes how the occurrence of the Credit Event was determined; (iii) identifies the sources of the information that provide evidence of the Credit Event and that were used to make such determination; and (iv) attaches copies of relevant extracts of the information referred to in the preceding sub-clause (iii) to the extent possible or permitted; or (b) a notice which attaches a letter (addressed to Buyer) from a firm of accountants of international standing confirming the occurrence of the Credit Event.

60

Public Sources: Any source of Publicly Available Information identified pursuant to Section 3.7 of the Credit Derivatives Definitions or any other internationally recognised publication of the structured finance industry including, but not limited to, (i) Bond Week and (ii) Securitisation News. Specified Number: One. Notifying Party: Buyer For the avoidance of doubt, the Conditions to Settlement may be satisfied (i) once only in relation to each Reference Obligation, provided that in relation to a Reference Obligation that is subject to a Reversible Loss Event, the Conditions to Settlement may be satisfied more than once; and (ii) more than once in relation to this Transaction. Publicly Available Information: All references to trustee, fiscal agent, administrative agent, clearing agent or paying agent in Sections 3.5(a) and 3.5(b) of the Credit Derivatives Definitions shall for the purpose of this Transaction be deemed to be references to trustee, fiscal agent, administrative agent, clearing agent, paying agent, rating agent, master servicer or servicer. In addition to the Publicly Available Information described in Section 3.5(a) of the Credit Derivatives Definitions, Publicly Available Information shall, for the purpose of this Transaction, also include information that reasonably confirms any of the facts relevant to the determination that the Credit Event described in a Credit Event Notice has occurred and which has been published in any report of a nationally recognised rating organisation. Publicly Available Information shall be deemed to include: (a) where applicable, a copy of the notification of the resulting settlement payment payable by the protection seller with respect to the relevant Loss Event; and (b) a certificate signed by a senior risk controller (or other substantively equivalent title) of Deutsche Bank AG which certifies the occurrence of a Credit Event with respect to

61

the relevant Reference Obligation and which (i) identifies the Credit Event, (ii) describes how the occurrence of the Credit Event was determined, (iii) identifies the sources of the information that provides evidence of the Credit Event and was used to make such determination and (iv) attaches copies of relevant extracts of the information referred to in the preceding sub-clause (iii) to the extent possible or permitted, provided that, if such certificate certifies the occurrence of a Loss Event Credit Event with respect to the relevant Reference Obligation then the certificate shall be accompanied by a signed certificate from a nationally (or internationally) recognised accounting firm certifying the occurrence of the Loss Event Credit Event and items (i) to (iv) (inclusive) detailed above in this subparagraph (b). Credit Events: With respect to each Reference Obligation: (a) Failure to Pay Grace Period Extension: Applicable Payment Requirement: the lesser of (i) USD 100,000 or its equivalent in the relevant Obligation Currency as at the occurrence of the relevant Credit Event; and (ii) the aggregate amount payable in respect of interest or principal on any particular interest, coupon or redemption date; (b) (c) Obligations: Rating Downgrade; or Loss Event.

Reference Obligations Only

4.

SETTLEMENT TERMS: Cash Settlement, subject as provided under Cash Settlement Amount below. The lesser of: (i) (ii) the Loss Determination Amount in respect of the relevant Reference Obligation; the greater of (A) zero and (B) the Aggregate Loss Determination Amount as at the date of determination of the Loss Determination Amount in respect of the relevant Reference

Settlement Method: Cash Settlement Amount:

62

Obligation (the Determination Date) plus the Loss Determination Amount in respect of the relevant Reference Obligation less the Subordination Amount; and (iii) an amount, subject to a minimum of zero, equal to (A) the sum of the Class B Initial Tranche Amount plus the Subordination Amount minus (B) the Aggregate Loss Determination Amount as at the relevant Determination Date (for the avoidance of doubt excluding the Loss Determination Amount in respect of the relevant Reference Obligation).

Party B will, upon the determination of a Cash Settlement Amount under this Transaction following the occurrence of one or more Credit Events, pay to Party A, on the related Cash Payment Date an amount of the Collateral, excluding amounts standing to the credit of the Deposit Account representing Prepayment Amounts, equal to the sum of (i) such Cash Settlement Amount and (ii) the Credit Event Unwind Costs (as defined in the Conditions) (the Collateral Payment), provided that in no event shall Party B make a Collateral Payment greater than the Class B Tranche Amount as at the relevant Cash Payment Date. Loss Determination Amount: The Loss Determination Amount in respect of a Reference Obligation will be equal to the product of (i) the Floating Rate Payer Calculation Amount and (ii) the Reference Price minus the Final Price, such Loss Determination Amount being deemed to be effective on the Event Determination Date which relates to such Reference Obligation.

Aggregate Loss Determination On any date and in respect of the determination of a Amount: Loss Determination Amount, means the sum of all Loss Determination Amounts which are deemed to be effective on or prior to the date of determination of such Loss Determination Amount, but excluding such Loss Determination Amount. Subordination Amount: Cash Payment Date: 13.5 per cent. multiplied by the Initial Portfolio Notional Amount. Five Business Days following the date on which the relevant Cash Settlement Amount is determined. Section 7.2 not apply Settlement Derivatives of the Credit Derivatives Definitions shall and occurrences of the term Cash Date in Section 7.1 of the Credit Definitions shall be deemed to be

63

replaced with the term Cash Payment Date. Valuation: Sections 7.4, 7.5, 7.7, 7.8 and 7.11 of the Credit Derivatives Definitions shall not apply. Each Defaulted Reference Obligation will be valued in accordance with the procedures set forth below, provided that, in the sole and absolute discretion of the Calculation Agent, the Calculation Agent may instead choose to value a notional total return swap which is a Form Approved Total Return Swap in respect of the relevant Defaulted Reference Obligation, notionally entered into between the Calculation Agent and a Dealer on the relevant Valuation Date on terms determined by the Calculation Agent in its discretion. In such circumstances the notional total return swap will be valued instead of the Defaulted Reference Obligation and all references below to the Defaulted Reference Obligation shall be deemed to be references to such notional total return swap. In such circumstances, the Calculation Agent may make such consequential modifications to these valuation provisions as determined necessary by it, in its sole and absolute discretion, in order to reflect, in a commercially reasonable manner, the valuation of a notional total return swap rather than the Defaulted Reference Obligation. For the avoidance of doubt the Calculation Agent may, but will be under no obligation to, enter into an actual total return swap on the same terms as the notional total return swap after a valuation is received from a Dealer. On any Valuation Date, if the Final Price determined by the Calculation Agent is less than (A) the Relevant Recovery Rate in respect of the relevant Defaulted Reference Obligation (provided, however, that during the Final Valuation Period, the Relevant Recovery Rate shall be deemed to be zero) less the Relevant Amortisation Percentage, subject to a minimum of zero; divided by (B) one minus the Relevant Amortisation Percentage, expressed as a percentage (the Adjusted Recovery Rate), then any Final Price determined in respect of such Valuation Date will be disregarded. If a Final Price is determined which is equal to or higher than the Adjusted Recovery Rate (provided, however, that during the Final Valuation Period, the Adjusted Recovery Rate shall be deemed to be zero), such Final Price will be valid and the valuation process described below shall end, and the Defaulted Reference Obligation shall thereupon be sold to the

64

relevant Dealer or Dealers at such Final Price. Relevant Amortisation Percentage is equal to (a) the sum of all of the Relevant Amortisation Amounts in relation to Relevant Amortisations in respect of the relevant Reference Obligation that have occurred on or after the Effective Date divided by (b) the Reference Obligation Notional Amount with respect to the relevant Reference Obligation as of the Effective Date, expressed as a percentage. If, during the period starting on, and including, the Valuation Commencement Date and ending on, but excluding, the first day of the Final Valuation Period, the Calculation Agent determines a Final Price in accordance with Method I or Method II below, which is less than the Adjusted Recovery Rate for the relevant Defaulted Reference Obligation then, on the Business Day on which the Final Price is determined, the Calculation Agent shall notify Buyer, as soon as reasonably practicable, of such Final Price and Buyer may elect to use the Adjusted Recovery Rate for the relevant Defaulted Reference Obligation instead of such Final Price. If the Buyer uses the Adjusted Recovery Rate, the valuation process shall be deemed to be completed. If the Buyer elects not to use the Adjusted Recovery Rate, the valuation process shall continue in accordance with the following sub-paragraphs. The Calculation Agent shall attempt to obtain Quotations and calculate a Final Price in respect of a Defaulted Reference Obligation in the following manner: (i) starting on the Valuation Commencement Date, the Calculation Agent shall use Method I on one Business Day (as determined by the Calculation Agent in a commercially reasonable manner) falling in each week until a month has elapsed since the Valuation Commencement Date; (ii) the Calculation Agent shall use Method II on one Business Day (as determined by the Calculation Agent in a commercially reasonable manner) falling in the fifth week following the Valuation Commencement Date; (iii) on the second to last Business Day of each subsequent thirty calendar day period commencing immediately after the dates referred to in (ii) above,

65

the Calculation Agent shall use Method I and on the next Business Day, the Calculation Agent shall use Method II; (iv) if 730 calendar days have elapsed since the Valuation Commencement Date, the next following Business Day shall be designated as the start of the Final Valuation Period (such Final Valuation Period being a period of 5 Business Days) and the Calculation Agent shall not be required to attempt to obtain more quotations pursuant to (iii) above; (v) on the first Business Day of the Final Valuation Period, the Calculation Agent shall use Method I. On the second, third, fourth and fifth Business Days of the Final Valuation Period, the Calculation Agent shall use Method II; and (vi) if no Final Price is determined on or prior to the fifth Business Day of the Final Valuation Period, the Final Price shall be zero. Notwithstanding anything to the contrary in the above provisions, the Calculation Agent may attempt to obtain Quotations at any time during the period beginning on the Valuation Commencement Date and ending on the first Business Day of the Final Valuation Period, if the Calculation Agent, acting in a commercially reasonable manner, believes that the Quotations that could be obtained will result in a Final Price equal to or greater than the Adjusted Recovery Rate. Method I The Calculation Agent shall attempt to obtain Full Quotations from at least six Dealers with respect to that Valuation Date. If one or more Full Quotations are obtained from such Dealers, the Final Price shall be the highest such Full Quotation. If, on any day falling prior to the day falling 180 days after the Valuation Commencement Date, only one Full Quotation has been obtained and such Full Quotation has been provided by Buyer then the Full Quotation shall be disregarded and the Calculation Agent shall attempt to obtain Full Quotations from the other Dealers. If one or more Full Quotations is obtained on any day following the day after 180 days after the Valuation Commencement Date then the Final Price shall be the highest such Full Quotation. The Calculation Agent shall attempt to obtain (a) Full Quotations from at least six Dealers and (b) a Weighted Average Quotation. If one or more Full

Method II

66

Quotations are obtained from such Dealers, the Final Price shall be determined based on the highest such Full Quotation; provided that: (a) if no Full Quotations are obtained, but a Weighted Average Quotation is obtained, the Final Price shall be determined based on such Weighted Average Quotation; and if no Full Quotation or no Weighted Average Quotation is obtained, the Final Price shall be determined to be the weighted average of any firm quotation for the Reference Obligation obtained from Dealers with respect to the aggregate portion of the Quotation Amount for which such quotations were obtained and a quotation deemed to be zero for the balance of the Quotation Amount for which firm quotations were not obtained. The Calculation Agent shall attempt to obtain Full Quotations from at least six Dealers with respect to that Valuation Date. If one or more Full Quotations are obtained from such Dealers, the Final Price shall be the highest such Full Quotation. If, on any day falling prior to the day falling 180 days after the Valuation Commencement Date, only one Full Quotation has been obtained and such Full Quotation has been provided by Buyer then the Full Quotation shall be disregarded and the Calculation Agent shall attempt to obtain Full Quotations from the other Dealers. If one or more Full Quotations is obtained on any day following the day after 180 days after the Valuation Commencement Date then the Final Price shall be the highest such Full Quotation.

(b)

(c)

Quotation:

Each Full Quotation and the Weighted Average Quotation obtained and expressed as a percentage with respect to a Valuation Date in the manner described in Valuation above. Quotations shall exclude accrued but unpaid interest. Full Quotation means, in accordance with the Quotation Method, each firm quotation obtained from a Dealer at the Valuation Time, to the extent reasonably practicable, for an amount of the Reference Obligation with an outstanding principal balance (which, for the avoidance of doubt, shall exclude any amounts of capitalised interest) equal to the Quotation Amount and Section 7.10 of the Credit

67

Definitions shall be amended accordingly. Weighted Average Quotation means, in accordance with the Quotation Method, the weighted average of firm quotations obtained from Dealers at the Valuation Time, to the extent reasonably practicable, each for an amount of the Reference Obligation with an outstanding principal balance (which, for the avoidance of doubt, shall exclude any amounts of capitalised interest) of as large a size as available but less than the Quotation Amount (but of a size equal to the Minimum Quotation Amount or, if quotations of a size equal to the Minimum Quotation Amount are not available, quotations as near in size as practicable to the Minimum Quotation Amount) that in the aggregate are approximately equal to the Quotation Amount and Section 7.11 of the Credit Definitions shall be amended accordingly. For the purposes of obtaining a Quotation from a Dealer in respect of a Form Approved Total Return Swap, the Calculation Agent shall attempt to obtain a quotation from such Dealer in respect of a Funded Total Return Swap and a separate quotation from such Dealer in respect of an Unfunded Total Return Swap. The Quotation obtained from such Dealer in respect of such Form Approved Total Return Swap shall be the highest of the two quotations obtained from such Dealer or, if only one quotation is obtained from such Dealer, such quotation. Valuation Date: In respect of any Defaulted Reference Obligation, each Business Day upon which quotations are sought in accordance with the Valuation provisions above with the first such date being the relevant Valuation Commencement Date. Commencement The date falling five Business Days after the Event Determination Date. However, in respect of any Event Determination Date which relates to both a Loss Event and a Defaulted Reference Obligation that is a Reversible Loss Event Reference Obligation, the Valuation Commencement Date shall be the Business Day immediately following the date on which any one of the following has occurred:
(i)

Valuation Date:

the Calculation Agent has determined that such Loss Event is an Irreversible Loss Event no later than the Scheduled Termination Date; or a Failure to Pay or Rating Downgrade occurs in respect of such Reference Obligation.

(ii)

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If valuation occurs as a result of (i), then, on the Cash Payment Date, the Calculation Agent shall determine whether or not the Loss Event remains an Irreversible Loss Event. If it is no longer an Irreversible Loss Event and (A) if the Cash Payment Date occurs prior to the Scheduled Termination Date, such Cash Payment Date shall not occur and the determination pursuant to (i) shall be deemed not to have occurred (for the avoidance of doubt, in such circumstances the Loss Event shall be deemed to be continuing and another determination pursuant to (i) may be made at a future date, but no later than the Scheduled Termination Date) or (B) if the Cash Payment Date occurs after the Scheduled Termination Date, then the Loss Determination Amount in respect of such Reference Obligation shall be deemed to be zero. If (i) has not occurred prior to the Scheduled Termination Date or if the Principal Reduction which constituted the relevant Loss Event has been reversed in full or if the Calculation Agent determines, following valuation as a result of (i), that the Loss Event is no longer an Irreversible Loss Event on a Cash Payment Date which occurs after the Scheduled Termination Date, then the Loss Determination Amount in respect of such Reference Obligation shall be deemed to be zero. Valuation Time: Quotation Method: Quotation Amount: 14:00 London time. Bid. The Reference Obligation Notional Amount of the relevant Reference Obligation as at the relevant Event Determination Date. For the avoidance of doubt, Quotation Amounts shall not include any form of deferred interest. USD 1,000,000. Section 7.15 of the Credit Derivatives Definitions shall not apply and Dealers shall mean at least six leading dealers in obligations of the type of the relevant Defaulted Reference Obligation as determined by the Calculation Agent in its sole and absolute discretion, provided that each of IKB Deutsche-Industriebank AG and Deutsche Bank AG, acting through its London branch shall in all cases be one of the selected Dealers. Any firm quotation provided by Deutsche Bank AG, acting through its London branch shall be the firm quotation which Deutsche Bank AG, acting through its London

Minimum Quotation Amount: Dealers:

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branch would provide to a counterparty in the market, as determined in its sole and absolute discretion. Final Price: The price of a Defaulted Reference Obligation, determined in accordance with the Valuation provisions set out above, expressed as a percentage of the Reference Obligation Notional Amount of such Defaulted Reference Obligation as at the relevant Event Determination Date. If a Failure to Pay within paragraph (b) of the definition of Failure to Pay occurs and the Calculation Agent determines that the nominal amount outstanding pursuant to the terms of the Reference Obligation has been reduced to [USD 1 or its equivalent in another currency] then the Settlement Method shall be Cash Settlement and the Final Price shall be deemed to be zero and to be calculated on the day of such Failure to Pay or, as the case may be, such determination. For the avoidance of doubt, the Cash Settlement Amount shall be determined after giving effect to any reduction in the Reference Obligation Notional Amount occurring on or prior to the day of such determination. Buyer may on any Business Day during the period beginning on, but excluding, the Effective Date and ending on, but excluding, the twentieth Business Day prior to the Scheduled Termination Date, notify Seller that it intends to remove one or more existing Reference Obligations or Reference Obligations amortised in whole or in part since their inclusion in the Reference Portfolio (each, a Removed Reference Obligation and each such removal, a Removal) and such notification being a Removal Notice. Each Removal Notice shall contain the following information: (i) the notional amount in respect of each Removed Reference Obligation as at the date of its inclusion in the Reference Portfolio (such amount, the Removed Reference Obligation Notional Amount relating to such Removed Reference Obligation);

Reference Obligation Extinction:

5.

REMOVALS:

Removal Notice

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(ii)

the legal name, series, class and ISIN code of each Removed Reference Obligation; and the date on which the Removal shall take effect (the Removal Date), which shall be no earlier than 5 Business Days after the date of the Removal Notice.

(iii)

Conditions to Removal

Each Removal Notice shall be given to Seller, either in writing or by telephone and to Moodys in writing or via electronic transmission to monitor.cdo@moodys.com. A Removal pursuant to any Removal Notice above may only occur if the following conditions are satisfied: (i) there have been no more than 5 Removals there has been no Notice of Abandoned Removal in respect of such relevant Removals; the Removed Reference Obligation is not subject to a Credit Event; and the Class B Tranche Amount (a) has not been reduced as a result of any Relevant Amortisation and/or (b) would not be reduced pursuant to Removals below as a result of such Removal.

(ii)

(iii)

(iv)

Effect of Removal

With effect from 12:00 pm (London time) on the Removal Date each Removed Reference Obligation shall be deemed to have been removed from the Reference Portfolio. In such circumstances the Class A Tranche Amount shall be reduced by an amount equal to the Removed Reference Obligation Notional Amount and, once the Class A Tranche Amount has been Abandoned reduced to zero, the Class B Tranche Amount shall be reduced by an amount equal to the Removed Reference Obligation Notional Amount.

Notice of Replacement

71

Buyer may, no later than one Business Day prior to the Removal Date (either in writing or by telephone) notify Seller that it wishes to discontinue the Removal (such notice, a Notice of Abandoned Removal). Upon receipt by Seller of a valid Notice of Abandoned Removal, the proposed Removal shall not take place unless and until a new Removal Notice in respect thereof is delivered by Buyer. 6. NOTICE AND ACCOUNT DETAILS: Buyer: Deutsche Bank AG, acting through its London branch Winchester House 1 Great Winchester Street London EC2N 2DB Attention: Pius Sprenger, Integrated Credit Trading Telephone: +44 20 7545 8478 Facsimile: +44 20 7547 2326 Email: matteo.sotti@db.com Seller: Eirles Two Limited 5 Harbourmaster Place Dublin 1, Ireland Attention: The Directors Telephone: +353 1 672 0399 Facsimile: +353 1 672 0483 Copy to: Deutsche Bank AG, acting through its London branch Winchester House 1 Great Winchester Street London EC2N 2DB Attention: Legal Department, Global Markets Repackaging Facsimile: +44 20 7545 8207 Account Details Account Details of Buyer: Deutsche Bank Trust Co., New York SWIFT BIC Code: BKTRUS33 Account Number: 04-411-739 Favour Deutsche Bank AG, acting through its London branch Eirles Two Series 273 Deutsche Bank Trust Co., New York

Contact Details for Notices:

Account Details of Seller:

72

SWIFT BIC Code: BKTRUS33 Account No: 04-411-747 Favour Eirles Two Limited - Series 273 Offices: Buyer: Seller: London Dublin

7.

PARTIAL TERMINATION UPON PURCHASE OF NOTES

If Seller purchases any Notes held by Deutsche Bank AG, acting through its London branch in accordance with Condition 8.5 as amended by the Conditions, all or part of this Transaction will, on the date of such purchase, terminate and the obligations of the parties hereunder will terminate, in a proportion corresponding to the proportion which the aggregate of the Outstanding Principal Amounts of the Notes so purchased bears to the aggregate of the Outstanding Principal Amounts of all the Notes immediately prior to such purchase. Such termination shall take effect through the reduction of the Class B Tranche Amount by the relevant proportion and no termination payment will be payable by either party in respect of such termination. 8. TERMINATION IN FULL OF THE ASSET SWAP

Subject to paragraph 10, the termination in full of the Asset Swap prior to the Termination Date of this Transaction shall constitute an Additional Termination Event hereunder, for which purpose Party B shall be the sole Affected Party provided that if the Asset Swap is terminated in circumstances where Party A is the Defaulting Party or the sole Affected Party thereunder (other than in respect of an Illegality or Tax Event), Party A shall be the sole Affected Party in respect of this Transaction. Notwithstanding Section 6(b) of the Agreement, an Early Termination Date shall be deemed to be designated hereunder in respect of such Additional Termination Event as at the relevant termination date of the Asset Swap. In such circumstances, a termination payment may be payable in accordance with Section 6(e) of the Agreement. 9. EARLY REDEMPTION OF THE NOTES

If the Notes become subject to mandatory redemption under Conditions 8.2 or 8.3, (each as amended by the Conditions and subject to paragraphs 8 above and paragraphs 10 and 11 below) or Condition 11 (as amended by the Conditions) an Additional Termination Event in respect of this Transaction shall be deemed to have occurred, for the purposes of which, subject to the provisions of paragraph 10 below, Party B shall be the sole Affected Party. Notwithstanding the provisions of Section 6(b) of, the Agreement, an Early Termination Date shall be deemed to be designated in respect of such Additional Termination Event as at such due date for redemption. A termination payment may be payable in accordance with Section 6(e) of the Agreement. Notwithstanding the foregoing, where Party A is the Defaulting Party, any termination amount calculated to be payable by Party B shall be deemed to be zero. 10. RATING DOWNGRADE

The provisions relating to any downgrade by Moodys and/or S&P of the short term credit rating and/or the long term credit rating of Buyer, the Custodian, the Agent and the Deposit Bank are as more fully described in the Trust Instrument relating to the Notes.

73

If the Notes are redeemed in whole on a Rating Downgrade Redemption Date pursuant to subparagraph 13(D) of the Conditions, an Additional Termination Event in respect of this Transaction shall be deemed to have occurred, for the purposes of which Party B shall be the sole Affected Party. Notwithstanding the provisions of Section 6(b) of, the Agreement, an Early Termination Date shall be deemed to be designated in respect of such Additional Termination Event on such Rating Downgrade Redemption Date. On the Early Termination Date in respect of a termination of this Transaction in accordance with the preceding paragraph, this Transaction shall terminate, and no payment under Section 6(e) of the Agreement will be payable by either party. 11. OPTIONAL CALL Party A, in its sole and absolute discretion, may exercise its Optional Call to terminate the Transaction, in whole but not in part, on or after any Fixed Rate Payer Payment Date during the period from, and including, the day that is two years after the Effective Date and to, but excluding, the Termination Date (the date such option is exercised, the Optional Call Date) by giving not less than fifteen Business Days' prior notice to Party B. Notwithstanding anything to the contrary in the Agreement, if an Optional Call is exercised by Party A (i) Section 6(e) of the Agreement shall not apply to Party A or Party B, (ii) no termination amount shall be payable by Party A to Party B or by Party B to Party A under Section 6(e) or otherwise and (iii) neither Party A nor Party B shall have any further payment obligations under or in respect of the Transaction except that (a) any rights and obligations of either Party A or Party B that have accrued prior to the Optional Call Date shall survive such Optional Call Date; and (b) Party B shall fulfil its obligations to pay any Cash Settlement Amount in respect of any Reference Obligation for which an Event Determination Date has occurred prior to the Optional Call Date. For the avoidance of doubt, no mark-to-market, loss amount (other than any Cash Settlement Amount described above) or other payments will be due and payable by Party A to Party B or by Party B to Party A upon the occurrence of an Early Termination Date in connection with an Optional Call. 12. (a) ADDITIONAL REPRESENTATIONS AND AGREEMENTS OF THE PARTIES Buyer and Seller each represents to the other party on the Trade Date of the Transaction that: (i) it is entering into the Transaction evidenced hereby as principal (and not as agent or in any other capacity); the other party is not acting as a fiduciary for it; it has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisors to the extent it has deemed necessary, and it has made its own investment, hedging, and trading decisions based upon its own judgement and upon any advice from such advisers as it has deemed necessary and not upon any view expressed, or other statement made, by the other party; and it is entering into the Transaction with a full understanding of the terms, conditions and risks thereof and it is capable of and willing to assume those risks.

(ii) (iii)

(iv)

74

(b)

Seller acknowledges and agrees that neither Buyer nor the Calculation Agent have any obligation to take into consideration the interests of either the Seller or the holders of the Notes when exercising any rights, powers or discretions conferred by this Transaction. This Confirmation constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Transaction. Each of the parties acknowledges that in entering into this Confirmation it has not relied on any oral or written representation, warranty or other assurance (except as provided for or referred to in this Confirmation) and waives all rights and remedies which might otherwise be available to it in respect thereof except that nothing in this Confirmation will limit or exclude any liability of a party for fraud. Buyer and Seller each agree that the other party may hedge its obligations under this Transaction by entering into another credit default swap or similar transaction with the other party or with a third party. Section 9.1 of the Credit Derivatives Definitions shall not apply to this Transaction. Each party hereby agrees that, so long as either party has or may have any obligation under this Transaction: (i) subject to the occurrence of a Credit Event and the satisfaction of the Conditions to Settlement, Cash Settlement Amounts shall be payable hereunder irrespective of the existence or amount of either partys credit exposure to any Reference Obligation and without any obligation on the part of Buyer to suffer any loss or provide evidence of any loss as a result of the occurrence of a Credit Event; and this Transaction does not create, on the part of either party, either a direct or indirect obligation of any counterparty to the Reference Obligation or any Underlying Obligation or of any guarantor or a direct or indirect participation in any Reference Obligation or any Underlying Obligation or any obligation of any guarantor.

(c)

(d)

(e)

(ii)

13.

THIS TRANSACTION NOT A CONTRACT OF INSURANCE

The parties confirm that this Transaction is not intended to be and does not constitute a contract of surety, insurance, guarantee or indemnity. The parties acknowledge that the payments to be made by Seller will be made independently and are not conditional upon Buyer sustaining or being exposed to risk or loss and that the rights and obligations of the parties hereunder are not dependent upon Buyer owning or having any legal, equitable or other interest in the Reference Obligations or any obligations of any underlying Reference Entity. 14. THIRD PARTIES RIGHTS

A person who is not a party to this Transaction has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of this Transaction, but this does not affect any right or remedy of a third party which exists or is available apart from this Act. 15. SINGLE AGREEMENT

The Agreement and the transactions evidenced by this Confirmation and the Asset Swap Confirmation form a single agreement between the parties. Notwithstanding paragraph 10 of Part 4 of the Schedule to the Agreement (No Netting) Section 2(c) of the Agreement shall apply to this Transaction, save that sub-paragraph 2(c)(ii) shall not apply.

75

16.

AMENDMENTS

If the Conditions are, following the Effective Date, amended in a way that affects the rights or obligations of Party A, such amendments shall not be effective as regards Party A without the prior written approval of Party A. 17. GOVERNING LAW

This Confirmation will be governed by and construed in accordance with English law.

76

18.

DEFINITIONS Asset Backed-Security means any obligation that is either (a) a security or any obligation that is evidenced by a certificate that is primarily serviced by the cashflows of a pool of receivables (whether present or future) or other assets (including leases), either fixed or revolving, plus any rights or other assets designed to assure the servicing or timely distribution of proceeds to the holders thereof or (b) an asset-backed security as such term is defined in the General Instructions to Form S-3 Registration Statement promulgated under the U.S. Securities Act of 1933, as amended. Asset-Backed Securities shall be construed accordingly. Defaulted Reference Obligation means each Reference Obligation in respect of which an Event Determination Date has occurred. Failure to Pay means: either: (a)(i) after the expiration of any applicable Grace Period the occurrence of a non-payment of a payment of interest or principal in an aggregate amount of not less than the Payment Requirement when and where due and payable on the Reference Obligation on a Scheduled Distribution Date (a Payment Shortfall) which is in excess of the Payment Requirement; and the satisfaction of one or more of the following conditions: (A) the terms of the Reference Obligation do not provide for the reimbursement of the Payment Shortfall; the terms of the Reference Obligation do not provide for interest to be paid on the Payment Shortfall at a rate equal to or greater than the Scheduled Interest Rate from the day of the Payment Shortfall until the day on which such Payment Shortfall is reimbursed in full; the Calculation Agent determines, taking into account the terms of the Reference Obligation, that reimbursement in full of the Payment Shortfall will not occur, even assuming

Asset-Backed Security

Defaulted Reference Obligation

Failure to Pay

(ii)

(B)

(C)

77

that (1) no further defaults occur on the Underlying Assets, (2) the Underlying Assets repay or prepay in the manner most favourable to the Reference Obligation in accordance with their terms and (3) relevant future interest rates will be the rates implied by then current forward rates, and has notified the parties, in reasonable detail, of the calculation on which such determination was based and a nationally (or internationally) recognised accounting firm has independently verified the Calculation Agents determination; or (D) such non-payment gives rise to an event of default (however described) under the terms of the Reference Obligation; or

(b)

a failure to pay in full the principal amount in an aggregate amount of not less than the Payment Requirement of a Reference Obligation at the earlier of: (i) the legal final maturity date (howsoever described in the relevant prospectus) of such Reference Obligation; and the day on which all the assets designated to fund the Reference Obligation have been disposed of (whether in accordance with the terms of the Reference Obligation or otherwise and whether pursuant to sale or liquidation or otherwise) and all proceeds of those assets have been fully distributed (whether in accordance with the terms of the Reference Obligation or otherwise and whether so distributed to holders of the Reference Obligation or any other person). For the avoidance of doubt, for the purpose of paragraph (a)(i) above, the occurrence of such a nonpayment shall be determined with regard to the effect of any terms of the Reference Obligation that

(ii)

78

permit the limitation of the payments or distribution of funds in accordance with the terms of such Reference Obligation pursuant to an available funds cap and, for the purposes of paragraph (a)(i) above, due and payable shall take into account the application of such available funds cap such that a failure to pay by reason of such available funds cap shall not constitute a Failure to Pay. Fitch Fitch means Fitch Ratings Ltd or any successor rating agency thereto.

Form Approved Total Return Form Approved Total Return Swap means a total Swap return swap transaction the documentation for and structure of which conforms (save for the amount and timing of periodic payments, the name and economics of the reference obligations, the notional amount, the effective date, the termination date and other consequential and immaterial changes) to a form that has previously been the subject of a Rating Agency Confirmation (as defined in the Conditions). Funded Total Return Swap Funded Total Return Swap means a Form Approved Total Return Swap under which one party pays to the other party amounts linked to the interest payments and principal payments made in respect of the relevant Reference Obligation and the other party pays an upfront amount to such party at the outset of the transaction. Intex means Intex Solutions, Inc. or any successor software provider thereto. Irreversible Loss Event means a Loss Event in respect of which the Calculation Agent determines that one or more of the conditions set out in (a), (b) and (c) below has also been satisfied: (a) as at the date of such determination there are no circumstances where pursuant to the terms set out in the relevant documentation (other than terms providing for the reversal, redetermination or similar adjustment of any Principal Reduction which has not been correctly determined or allocated in accordance with the terms thereof), which would allow for the Principal Reduction which constituted the Loss Event to be fully reversed prior to the legal

Intex Irreversible Loss Event

79

final maturity date (howsoever described in the relevant prospectus) of such Reference Obligation; (b) at the time of the occurrence of the relevant Loss Event the relevant Reference Obligation had a rating of Ca or lower by Moodys and a rating of CC or lower by S&P or, (i) if Moodys has withdrawn a rating previously assigned to such Reference Obligation, such Reference Obligation is rated CC or lower by S&P, or (ii) if S&P has withdrawn a rating previously assigned to such Reference Obligation, such Reference Obligation is rated Ca or lower by Moodys; or as at the date of such determination, it is not mathematically possible for (a) the Principal Reduction which constituted the Loss Event to be reversed or, as the case may be, (b) the settlement payment resulting from the Loss Event to be repaid, in each case prior to the legal final maturity date (howsoever described in the relevant prospectus) of the relevant Reference Obligation,

(c)

and a nationally (or internationally) recognised accounting firm has independently verified the Calculation Agents determination in (a), (b) or (c) above. For the purposes of determining whether or not a Loss Event is an Irreversible Loss Event, the Calculation Agent shall, as applicable, (A) take into account the terms of the Reference Obligation, (B) assume (a) that the future annual rates of repayment, prepayment, delinquency and default in respect of the underlying assets of such Reference Obligation shall be equal to such rates determined in respect of the previous calendar year (which, for the avoidance of doubt, shall be the calendar year ending on and excluding the date the determination is made) and (b) that no further Loss Events shall occur in relation to such Reference Obligation other than the Loss Event currently under consideration and (C) assume that future interest rates shall be equal to the relevant prevailing forward rate on any date of determination. In addition, the Calculation Agent may rely on Intex or other similar software to determine whether or not a Loss Event is an Irreversible Loss Event. Each of (A), (B) and (C) shall be determined by the Calculation Agent in good

80

faith and a commercially reasonable manner based upon the information available to it on the date of any determination. Loss Event Loss Event means: (a) the occurrence of: (i) a reduction in the principal amount of the Reference Obligation (other than in connection with a scheduled or nonscheduled payment of principal); or an increase in the principal deficiency ledger (or any equivalent record tracking any deficiency (following a loss in respect of an Underlying Asset) in respect of principal payments due in relation to the Reference Obligation howsoever described) in respect of the Reference Obligation,

(ii)

(each a Principal Reduction) in either case pursuant to the terms of the relevant Reference Obligation; and (b) the satisfaction of one or more of the following conditions: (i) the terms of the Reference Obligation do not provide for the reinstatement or reimbursement of the Principal Reduction; the terms of the Reference Obligation do not provide for interest to be paid at the Scheduled Interest Rate on the Principal Reduction from the day of the Principal Reduction until the day on which such Principal Reduction is reinstated or reimbursed; the terms of the Reference Obligation do not provide for interest to be paid, at a rate at least equal to the Scheduled Interest Rate, on the interest which would have accrued on the Principal Reduction from the day of the Principal Reduction until the day on which such Principal Reduction is reinstated or reimbursed in full; or

(ii)

(iii)

81

(iv)

the Calculation Agent determines that reinstatement or reimbursement of the Principal Reduction will not occur, assuming that (A) no further defaults occur on the Underlying Assets, (B) the Underlying Assets repay or prepay in the manner most favourable to the Reference Obligation in accordance with their terms and (C) relevant future interest rates will be the rates implied by then current forward rates, and has notified the parties, in reasonable detail, of the calculation on which such determination was based.

For the avoidance of doubt, the principal deficiency ledger (or any equivalent record tracking any deficiency) referred to above shall be the ledger (or equivalent record, as the case may be) in relation to the Reference Obligation in question. Moodys Moodys Recovery Rate Moodys means Moodys Investors Service, Inc. or any successor rating agency thereto. Moodys Recovery Rate means, with respect to a Defaulted Reference Obligation, the relevant figure (expressed as a percentage) determined by the Calculation Agent in accordance with Moodys methodology in effect from time to time using the table set out in Schedule 1 hereto. Obligation Currency means the currency or national currency unit in which the Reference Obligation is denominated. Optional Call means the right of Party A, in its sole and absolute discretion, to terminate the Transaction in accordance with paragraph 10 of this Confirmation. "Outstanding Notional Amount" means, with respect to the Reference Portfolio on any day, the sum of the Reference Obligation Notional Amount of each Reference Obligation included in the Reference Portfolio at the close of business on that day. Payment Requirement means USD 100,000 or its equivalent in the relevant Obligation Currency as at the time of the relevant Failure to Pay. rating means, in respect of a Reference Obligation, the long-term rating in respect of timely payments of principal and interest or the timely payment of

Obligation Currency

Optional Call

Outstanding Notional Amount

Payment Requirement

rating

82

interest and ultimate payment of principal, as the case may be, on the scheduled or expected dates and shall include public ratings, private ratings and shadow ratings but shall not include any rating given on the basis of any assumption and/or qualification (and such assumption and/or qualification still being in force) and rated shall be construed accordingly; provided that in relation to any rating given by Moodys such rating generally addresses the ultimate cash receipt of all required interest and principal payments as provided by the governing documents, and is based on the expected loss posed to the Noteholders relative to the promise of receiving the present value of such payments. This is without regard to any provisions permitting payments to be deferred and whether or not the obligation of the issuer or, if applicable, the insurer or guarantor, of the Reference Obligation to make such payment is dependent or conditional upon it receiving or having sufficient funds or assets to make such payments. Rating Downgrade Rating Downgrade means, in respect of a Reference Obligation, that such Reference Obligation is publicly rated either (i) CC or lower by S&P at any time and either (A) Ca by Moodys for a period of at least six months or (B) C or lower by Moodys at any time or (ii) if Moodys has withdrawn a rating previously assigned to Reference Obligation , either CC or lower by S&P at any time or (iii) if S&P has withdrawn a rating previously assigned to the Reference Obligation either (A) Ca by Moodys for a period of at least six months or (B) C or lower by Moodys at any time. Recovery Balance means in relation to any Loss Determination Amount, the absolute difference between the relevant Floating Rate Payer Calculation Amount and the Loss Determination Amount.

Recovery Balance

Reference Obligation Notional Reference Obligation Notional Amount means the Amount amount listed in Schedule 1 hereto as reduced from time to time in accordance with the provisions of this Confirmation. For the avoidance of doubt, but subject to all other provisions of this Confirmation, the Reference Obligation Notional Amount in respect of a Reference Obligation may be equal to, less than or greater than either (i) the entire issue amount of such Reference Obligation; or (ii) the entire principal amount of such Reference Obligation, if any, held by Buyer.

83

Reference Portfolio

Reference Portfolio means the portfolio of Reference Obligations set out in Schedule 1, as amended from time to time in accordance with the provisions of this Confirmation. Relevant Recovery Rate means, with respect to a Defaulted Reference Obligation, the greater of the relevant Moodys Recovery Rate and the relevant S&P Recovery Rate. Residential Mortgage Securities means AssetBacked Securities that relate to underlying assets which consist of mortgages, sub-prime mortgages, sub-prime and non-performing mortgages. Residential Mortgage Security shall be construed accordingly. Reversible Loss Event means a Loss Event that is not an Irreversible Loss Event. Event Reversible Loss Event Reference Obligation means a Defaulted Reference Obligation, the terms of which provide specifically in certain circumstances (including, without limitation, where there are surplus cashflows on any underlying assets) that all or part of the Principal Reduction of the Reference Obligation which constitutes a Loss Event may be reversed and any relevant amount paid, together with interest thereon and interest on interest which would have accrued or been paid in respect of such Loss Event. For the avoidance of doubt, a Reference Obligation shall not constitute a Reversible Loss Event Reference Obligation solely because the terms thereof provide for the reversal, redetermination or similar adjustment of any Principal Reduction of the Reference Obligation which has not been correctly determined or allocated in accordance with the terms thereof. S&P means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc or any successor rating agency thereto. S&P Recovery Rate means, with respect to a Defaulted Reference Obligation, the relevant figure (expressed as a percentage) determined by the Calculation Agent in accordance with S&P methodology in effect from time to time using the table set out in Schedule 2.

Relevant Recovery Rate

Residential Mortgage Securities

Reversible Loss Event Reversible Loss Reference Obligation

S&P

S&P Recovery Rate

84

Scheduled Distribution Date

Scheduled Distribution Date means each date on which, under the terms of the relevant Reference Obligation, a Scheduled Interest Payment is scheduled to be paid (after giving effect to any applicable grace period). Scheduled Interest Payments means the product of (i) the Scheduled Interest Rate; (ii) the relevant principal amount of the relevant Reference Obligation as used for such calculation of interest; and (iii) the day count fraction under the terms of the relevant Reference Obligation, provided that the outstanding principal amount of any such Reference Obligation will be adjusted for early payments of principal or write-downs of principal (except to the extent such write-downs would themselves constitute a Credit Event pursuant to this Transaction) and provided that Scheduled Interest Payments shall not include any interest that is not required to be paid under the terms of the Reference Obligation due to insufficient funds. Scheduled Interest Rate means the applicable rate of interest or, with respect to the Reference Obligation that is not in the form of debt, the rate used to calculate periodic distributions, scheduled to be paid under the terms of the Reference Obligation on the outstanding principal amount of the Reference Obligation. Such interest rate shall be the Scheduled Interest Rate even if interest is not required to be paid under the terms of the Reference Obligation if sufficient funds are not available. Underlying Assets means with respect to any Reference Obligation the assets securing such Reference Obligation for the benefit of the holders of such Reference Obligation and which are expected to generate the cashflows required for the servicing and repayment (in whole or in part) of such Reference Obligation or the assets to which a holder of such Reference Obligation is economically exposed where such exposure is created synthetically. Unfunded Total Return Swap means a Form Approved Total Return Swap under which one party pays to the other party amounts linked to the interest payments and principal payments made in respect of the relevant Reference Obligation and the other party makes ongoing payments to such party.

Scheduled Interest Payments

Scheduled Interest Rate

Underlying Assets

Unfunded Total Return Swap

85

Please confirm your agreement to be bound by the terms of the foregoing by executing a copy of this Confirmation and returning it to us. Yours faithfully,

DEUTSCHE BANK AG, ACTING THROUGH ITS LONDON BRANCH By: Name: Title:

By: Name: Title:

EIRLES TWO LIMITED

By: Name:

Title:

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SCHEDULE 1 Reference Obligations

No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42

Issuer ABFC 2005-HE1 M9 ABSHE 2005-HE1 M8 ABSHE 2005-HE3 M8 ABSHE 2005-HE6 M8 ACCR 2005-3 M8 ACE 2005-HE3 M9 ACE 2005-HE4 M9 ACE 2005-HE7 M9 AMSI 2005-R11 M8 AMSI 2005-R2 M8 AMSI 2005-R8 M8 ARSI 2005-W2 M8 BALTA 2005-1 B1 BALTA 2005-5 1B2 BSABS 2005-HE1 M6 BSABS 2005-HE11 M7 BSABS 2005-HE12 M7 BSABS 2005-TC2 M6 CARR 2005-NC1 M7 CBASS 2005-CB1 B3 CBASS 2005-CB4 B3 CBASS 2005-CB6 B3 CBASS 2006-CB1 B2 CMLTI 2005-OPT1 M8 CWL 2005-15 M8 CXHE 2005-D B1 FFML 2005-FF12 B2 FFML 2005-FF3 M9 FFML 2005-FF4 M8 FHLT 2005-2 M8 FHLT 2005-B M10 GSAA 2005-8 B2 GSAA 2005-9 B2 GSAMP 2005-AHL M5 GSAMP 2005-HE3 B2 GSAMP 2005-HE4 B2 HEAT 2005-4 B2 HEAT 2005-8 M8 IMM 2005-5 B JPMAC 2005-OPT1 M8 LBMLT 2005-WL2 M8 LBMLT 2006-WL2 M8

CUSIP 04542BLA8 04541GPQ9 04541GRB0 04541GTS1 004375EB3 004421NL3 004421PY3 004421UL5 03072SV85 03072SYY5 03072SM77 040104NL1 07386HQK0 07386HUF6 073879PW2 0738793U0 0738795W4 073879E79 144531BH2 12673TAN7 12489WMM3 12489WNY6 81375WHT6 17307GNY0 126670MQ8 152314PU8 32027NYD7 86359DBT3 32027NRK9 35729PLT5 35729PKE9 362341CZ0 362341GS2 36242D2E2 362341BV0 362341KK4 437084LU8 437084QG4 45254NQE0 46626LAM2 542514NJ9 542514SM7

Moodys rating (initial) Baa3 Baa2 Baa2 Baa2 Baa2 Baa3 Baa3 Baa3 Baa2 Baa2 Baa2 Baa2 Baa2 Baa3 Baa3 Baa2 Baa2 Baa3 Baa2 Baa3 Baa3 Baa3 Baa2 Baa2 Baa2 Baa2 Baa2 Baa3 Baa3 Baa2 Baa3 Baa2 Baa2 Baa2 Baa3 Baa2 Baa3 Baa2 Baa2 Baa2 Baa2 Baa2

Currency USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD

Reference Obligation 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35

Moodys Recovery 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50%

87

43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76

MABS 2005-NC2 M8 MARM 2005-8 B5 MASL 2005-1 M5 MLMI 2005-AR1 B3 MLMI 2005-HE1 B3 MLMI 2005-WMC1 B3 MLMI 2005-WMC2 B3 MSAC 2005-HE4 B2 MSAC 2005-HE5 B2 MSAC 2005-WMC3 B3 MSAC 2005-WMC4 B2 MSAC 2005-WMC5 B3 LBMLT 2005-1 M8 MSHEL 2005-2 B3 MSM 2005-6AR 1B2 NCHET 2005-4 M8 NHEL 2005-2 M9 OWNIT 2005-2 B3 RAMP 2005-EFC4 M8 RAMP 2006-RS1 M8 RASC 2004-KS11 M5 RASC 2005-KS11 M8 RASC 2006-EMX1 M8 SABR 2005-FR3 B3 SABR 2005-HE1 B2 SABR 2005-OP1 B2 SAIL 2005-5 M9 SAIL 2006-1 M8 SASC 2005-7XS M3 SASC 2005-WF4 M8 SASC 2005-WMC1 M5 SAST 2005-1 B3 SURF 2005-BC2 B3 SVHE 2005-4 M8

57643LMX1 576433F43 57644DAF0 59020UG66 59020UVB8 59020URB3 59020UWR2 61744CTS5 61744CUZ7 61744CQF6 61744CRH1 61744CRZ1 542514KG8 61744CQT6 61748HND9 64352VNB3 66987WCV7 691215BF3 76112BD31 76112BV23 76110WJ72 76110W7L4 75405KAL2 81375WEZ5 81375WGK6 81375WCX2 86358ETP1 86358EB96 86359B7N5 863576DN1 86359B6L0 805564RV5 84751PGA1 83611MKM9

Baa2 Baa3 Baa2 Baa3 Baa3 Baa3 Baa3 Baa2 Baa2 Baa3 Baa2 Baa3 Baa2 Baa3 Baa2 Baa2 Baa3 Baa3 Baa2 Baa2 Baa2 Baa2 Baa2 Baa3 Baa2 Baa2 Baa3 Baa2 Baa2 Baa2 Baa3 Baa3 Baa3 Baa2

USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD USD

16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35 16,081,871.35

22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50% 22.50%

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SCHEDULE 2 S&P Recovery Rates

S&P Rating Senior AAA AA A BBB BB B CCC Junior AAA AA A BBB BB B CCC AAA 65.00% 55.00% 40.00% 30.00% 10.00% 02.50% 00.00% AA 70.00% 65.00% 45.00% 35.00% 10.00% 05.00% 00.00% AAA 80.00% 70.00% 60.00% 50.00% 45.00% 25.00% 00.00% AA 85.00% 75.00% 65.00% 55.00% 50.00% 30.00% 00.00%

Liability Rating => A 90.00% 85.00% 75.00% 65.00% 55.00% 50.00% 00.00% BBB 90.00% 90.00% 85.00% 75.00% 65.00% 55.00% 00.00% BB 90.00% 90.00% 90.00% 85.00% 75.00% 65.00% 05.00% B 90.00% 90.00% 90.00% 85.00% 75.00% 65.00% 10.00% CCC 90.00% 90.00% 90.00% 85.00% 75.00% 50.00% 10.00%

A 80.00% 75.00% 55.00% 40.00% 10.00% 05.00% 00.00%

BBB 85.00% 80.00% 65.00% 45.00% 25.00% 10.00% 00.00%

BB 85.00% 80.00% 80.00% 50.00% 35.00% 10.00% 02.50%

B 85.00% 80.00% 80.00% 60.00% 40.00% 20.00% 05.00%

CCC 85.00% 80.00% 80.00% 70.00% 50.00% 25.00% 05.00%

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REGISTERED OFFICE OF THE ISSUER 5 Harbourmaster Place Dublin 1 Ireland

TRUSTEE Deutsche Trustee Company Limited Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom ISSUING AND PAYING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom PAYING AGENT Deutsche International Corporate Services (Ireland) Limited 5 Harbourmaster Place Dublin 1 Ireland

LEGAL ADVISERS to the Arranger and the Trustee as to English law: Linklaters One Silk Street London EC2Y 8HQ United Kingdom to the Issuer as to Irish law: Matheson Ormsby Prentice 30 Herbert Street Dublin 2 Ireland Listing Counsel: Gide Loyrette Nouel MNP CityPoint 1 Ropemaker Street London EC2Y 9HT United Kingdom

LISTING AGENT Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom

90