General Information Regarding Senior Debt Funding
Notes, Series E
We refer to the Senior Debt
Funding Notes, Series E offered under this prospectus supplement as our “Series E notes” or the “notes,”
which are a separate series of our debt securities. We refer to the offering of the Series E notes as our “Series E program.”
Investors should carefully read the general terms and provisions of our debt securities in “Description of Debt Securities —
Senior Debt Funding Securities” in the accompanying prospectus. This section supplements that description.
A pricing supplement to
this prospectus supplement will add specific terms for each issuance of notes and may modify or replace any of the information in this
section and in “Description of Debt Securities — Senior Debt Funding Securities” in the accompanying prospectus.
If the pricing supplement is inconsistent with this prospectus supplement or the accompanying prospectus, the terms in the pricing
supplement will control with regard to the note you purchase. Therefore, the statements made in this prospectus supplement
may not be the terms that apply to the note you purchase.
We Will Issue Notes
Under the Senior Debt Funding Indenture. The Series E notes issued under our Series E program will be governed by the amended
and restated senior debt funding indenture, dated as of August 3, 2021, among us, Delaware Trust Company, as trustee, and Deutsche Bank
Trust Company Americas, as paying agent, authenticating agent, issuing agent and registrar, as may be amended and supplemented from time
to time (the “Indenture”) (see “Description of Debt Securities — Senior Debt Funding Securities —
The Senior Debt Funding Indenture” in the accompanying prospectus). The notes issued under the Indenture will constitute a single
series under that Indenture, together with any notes we have issued in the past or that we issue in the future under that Indenture that
we designate as being part of that series. From time to time, we may create and issue additional notes with the same terms as previous
Series E notes, so that the additional notes will be considered as part of the same issuance as the earlier notes; provided that,
if any such additional notes are not fungible with the earlier notes for U.S. federal income tax purposes, they will be issued under a
separate CUSIP or other identifying number.
By acquiring any
notes, you will be bound by and will be deemed to consent to the imposition of any Resolution Measure by the competent
resolution authority, which may include the write down of all, or a portion, of any payment on the notes or the conversion of
the notes into ordinary shares or other instruments of ownership. If any Resolution Measure becomes applicable to us, you may
lose some or all of your investment in the notes. Please see the section “Risk Factors” beginning on page
20 in the accompanying prospectus and the section “Resolution Measures” beginning on page 76 in the
accompanying prospectus for more information.
Outstanding Indebtedness
of the Bank. The Indenture does not limit the amount of additional indebtedness that we may incur.
How the Notes Rank
Against Other Debt. The notes will constitute our unsecured and unsubordinated obligations and shall rank pari passu among
themselves and pari passu with all of our other unsecured and unsubordinated obligations, subject, however, to statutory priorities
conferred upon certain unsecured and unsubordinated obligations in the event of any Resolution Measures imposed on us or in the event
of our dissolution, liquidation, insolvency or composition, or if other proceedings are opened for the avoidance of the insolvency of,
or against, us; and in accordance with Section 46f(5) of the German Banking Act (Kreditwesengesetz), our obligations under the
notes shall rank in priority to our senior non-preferred obligations under any of our debt instruments (Schuldtitel) within the
meaning of Section 46f(6) sentence 1 of the German Banking Act (including the senior non-preferred obligations under any such debt instruments
that we issued
before July 21, 2018 and that are subject to Section
46f(9) of the German Banking Act) or any successor provision; this includes eligible liabilities
within the meaning of Articles 72a and 72b(2) CRR.
Qualification as
“Eligible Liabilities”. The notes are intended to qualify as eligible
liabilities instruments within the meaning of Article 72b(2), with the exception of point (d), CRR for the minimum requirement for
own funds and eligible liabilities, as described and provided for in the bank regulatory capital provisions to which we are subject,
including restrictions on the aggregate amount of similar instruments that we may use for such purposes, but do not constitute
senior non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of the German Banking Act.
Office Substitution.
If specified in the applicable pricing supplement, we may, without the consent of the holders or the trustee, designate our head office
or another branch of ours (in this paragraph, we refer to each of our head office or any of our branches as an “office”)
as substitute for the office through which we have acted to issue such series with the same effect as if such substitute office had been
originally named as the office through which we had acted to issue such series for all purposes under the Indenture and such series. In
order to give effect to such a substitution, we will give notice of the substitution to the trustee and the holders of such series of
notes. With effect from the substitution date, such substitute office will, without any amendment of such series of notes or entry into
any supplemental indenture, assume all of the obligations of the originally-named office as principal obligor under such series of notes.
The applicable pricing supplement will include a reference to office substitution if included as a term of a series of notes.
This Section Is Only
a Summary. The accompanying prospectus and this prospectus supplement provide only summaries of the Indenture’s material
terms. They do not, however, describe every aspect of the Indenture and the notes. The Indenture and its associated documents, including
the applicable note, contain the full legal text of the matters described in this section and in the accompanying prospectus. A copy of
the Indenture has been filed with the Securities and Exchange Commission (the “SEC”) as part of the registration statement
for the notes.
Some Frequently Used
Definitions. We have defined some of the terms that we use frequently in this prospectus supplement below:
A “business day”
means, unless otherwise stated in the applicable pricing supplement, for any note, any day other than a day that is (i) a Saturday or
Sunday, (ii) a day on which banking institutions generally in the City of New York are authorized or obligated by law, regulation or executive
order to close, (iii) a day on which transactions in U.S. dollars are not conducted in the City of New York or (iv) a day on which TARGET2
is not operating.
“Clearstream, Luxembourg”
means Clearstream Banking, société anonyme, Luxembourg.
“Depositary” means
The Depository Trust Company, New York, New York.
“Euroclear operator”
means Euroclear Bank SA/NV, as operator of the Euroclear System.
“Euro-zone” means the region comprising
member states of the European Union that have adopted a single currency in accordance with the relevant treaty of the European Union,
as amended.
An “interest payment date”
for any note means a date on which, under the terms of that note, regularly scheduled interest is payable.
A “New York Banking Day”
means, unless otherwise stated in the applicable pricing supplement, for any note, any day except a Saturday, Sunday or a legal holiday
in The City of New York or a day on which banking institutions in The City of New York are authorized or required by law or executive
order to close.
The “record date”
for any interest payment date is, (a) in the case of global notes, the date that is one New York Banking Day immediately preceding
the relevant date of payment with respect to such interest payment date and, (b) in the case of certificated notes, the date that
is 15 calendar days prior to that interest payment date, whether or not that day is a business day, unless otherwise specified in the
applicable pricing supplement. However, upon maturity or redemption, the paying agent will pay any interest due to the holder to whom
it pays the principal of the note.
The term “Reuters page”
means the display on Reuters 3000 Xtra, or any successor service, on the page or pages specified in this prospectus supplement or the
relevant pricing supplement, or any replacement page or pages on that service.
“TARGET2” means the
Trans-European Automated Real-time Gross Settlement Express Transfer System.
“TARGET Settlement Day”
means any day on which TARGET2 is operating.
References in this prospectus
supplement to “U.S. dollar,” “U.S.$” or “$” are to
the currency of the United States of America. References in this prospectus supplement to “euro” or “€”
are to the single currency introduced at the commencement of the third stage of the European Economic and Monetary Union pursuant to the
treaty establishing the European Community, as amended.
Types of Notes
We may issue the following
types of notes:
Fixed Rate Notes
A note of this type will bear
interest at a fixed rate described in the applicable pricing supplement. This type includes zero coupon notes, which bear no interest.
Floating Rate Notes
A note of this type will bear
interest at rates that are determined by reference to an interest rate or interest rate formula. In some cases, the rates may also be
adjusted by adding or subtracting a spread or multiplying by a spread multiplier. The various interest rate formulas and these other features
are described below under “— Interest Rates — Floating Rate Notes.” If the note you purchase is a floating rate
note, the formula and any adjustments that apply to the interest rate will be specified in the pricing supplement.
Terms Specified in Pricing Supplements
A pricing supplement generally
will specify the following terms of any issuance of our Series E notes to the extent applicable:
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the specific designation of the notes;
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the issue price (price to public);
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the aggregate principal amount, purchase price
and denomination;
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the original issue date;
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the stated maturity date and any terms related
to any postponing or shortening of the maturity date to account for days that are not business days;
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whether the notes are fixed rate notes or floating
rate notes;
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for fixed rate notes, the rate per year at which
the notes will bear interest, if any, or the method of calculating that rate and the dates on which interest will be payable;
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for floating rate notes, the base rate, the index
maturity (if any), the spread, the spread multiplier, the initial interest rate, the interest reset periods, the interest payment dates
and any other terms relating to the particular method of calculating the interest rate for the note;
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whether the notes may be redeemed, in whole or
in part, at our option prior to the stated maturity date, and the terms of any redemption;
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the circumstances, if any, under which we will
pay additional amounts on the notes for any tax, assessment or governmental charge withheld or deducted and, if so, whether we will have
the option to redeem those notes rather than pay the additional amounts; and
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any other terms on which we will issue the notes.
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Form, Legal Ownership and Denomination
of Notes
Form. We will
issue notes in fully registered, global (i.e., book-entry) form only, unless we specify otherwise in the applicable pricing
supplement. Notes in book-entry form will be represented by a global note registered in the name of the Depositary or its nominee, which
will be the sole registered owner and the holder of all the notes represented by the global note. An investor therefore will not be a
holder of the note, but will own only beneficial interests in a global note, which are held by means of an account with a broker, bank
or other financial institution that in turn has an account as a “participant” in the Depositary or with another institution
that does. The Depositary maintains a computerized, book-entry system that will reflect the interests in the global notes held by participants
in its book-entry system. An investor’s beneficial interest in the global notes will, in turn, be reflected only in the records
of the Depositary’s direct or indirect participants though an account maintained by the investor with such participant.
Except as set forth in the
accompanying prospectus under “Forms of Securities — Global Securities,” you may not exchange registered global notes
or interests in registered global notes for a certificate issued to you in definitive form (a “certificated note”).
A further description of the Depositary’s procedures for global notes representing book-entry notes is set forth below under “The
Depositary” and in the accompanying prospectus under “Forms of Securities — Global Securities.”
Legal Ownership.
The person or entity in whose name the notes are registered will be considered the holder and legal owner of the notes. Our obligations
under the Indenture, as well as the obligations of the trustee and those of any third parties employed by us or the trustee, run only
to the registered holders of the notes. We do not have obligations to investors who own beneficial interests in global notes, in street
name or by any other indirect means. For example, once we make a payment or give a notice to the registered holder, we have no further
responsibility for that payment or notice even if that holder is required, under agreements with depositary participants or customers
or by law, to pass it along to the indirect holders (e.g., owners of beneficial interests), but does not do so. Similarly,
if we need to ask the holders of the notes to vote on a proposed amendment to the notes, we would seek approval only from the registered
holders, and not the indirect holders, of the notes.
Special Considerations
for Indirect Holders. If you hold notes through a bank, broker or other financial institution, either in book-entry form or in
street name, you should check with your own institution to find out:
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how it handles securities payments and notices;
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whether it imposes fees or charges;
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how it would handle voting if it were ever required;
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whether and how you can instruct it to send you
notes registered in your own name so you can be a direct holder, if that is permitted; and
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how it would pursue rights under the notes if
there were a default or other event triggering the need for holders to act to protect their interests.
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Denominations.
Unless we provide otherwise in the applicable pricing supplement, we will issue the notes in denominations of $1,000 or any amount greater
than $1,000 that is an integral multiple of $1,000.
Governing Law.
The Indenture is, and the notes will be, governed by and construed in accordance with the laws of the State of New York, except as may
be otherwise required by mandatory provisions of law.
Interest Rates
Fixed Rate Notes
Each fixed rate note will
bear interest from the date of issuance at the annual rate specified in the applicable pricing supplement until the principal is paid
or made available for payment. Unless otherwise specified in the applicable pricing supplement, the following provisions will apply to
fixed rate notes offered pursuant to this prospectus supplement.
How Interest Is Calculated.
Interest on fixed rate notes will be computed on the basis of a 360-day year of twelve 30-day months.
How Interest Accrues.
Interest on fixed rate notes will accrue from, and including, the most recent interest payment date to which interest has been paid or
duly provided for, or, if no interest has been paid or duly provided for, from, and including, the issue date or any other date specified
in the applicable pricing supplement on which interest begins to accrue, to, but excluding, the next interest payment date, or, if earlier,
the date on which the principal has been paid or duly made available for payment, except as described below under “— If a
Payment Date is Not a Business Day” (each such period, an “interest period”).
When Interest Is Paid.
Payments of interest on fixed rate notes will be made on the interest payment dates specified in the applicable pricing supplement. However,
if the period of time between the issue date and the first interest payment date thereafter is less than the period of time between a
record date and an interest payment date, interest will not be paid on the first interest payment date, but will be paid on the second
interest payment date.
Amount of Interest Payable.
Interest payments for fixed rate notes will include accrued interest from, and including, the date of issue or from, and including, the
last interest payment date in respect of which interest has been paid, as the case may be, to, but excluding, the relevant interest payment
date or date of maturity or earlier redemption, as the case may be.
If a Payment Date is
Not a Business Day. If any scheduled interest payment date is not a business day, we will pay interest on the next business day,
but interest on that payment will not accrue during the period from and after the scheduled interest payment date. If the scheduled maturity
date or date of redemption is not a business day, we may pay interest, if any, and principal and premium, if any, on the next succeeding
business day, but interest on that payment will not accrue during the period from and after such scheduled maturity date or date of redemption.
Floating Rate Notes
Each floating rate note will
mature on the date specified in the applicable pricing supplement.
Each floating rate note will
bear interest at a floating rate determined by reference to an interest rate or interest rate formula, which we refer to as the “base
rate.” The base rate may be one or more of the following:
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any other reference interest rate specified in
the applicable pricing supplement.
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Formula for Interest
Rates. The interest rate on each floating rate note will be calculated by reference to:
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the specified base rate based on the index maturity,
if any,
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plus or minus the spread, if any, and/or
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multiplied by the spread multiplier, if any.
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For any floating rate note,
if applicable, “index maturity” means the period of maturity of the instrument or obligation from which the base rate
is calculated and will be specified in the applicable pricing supplement. The “spread” is the number of basis points
(one one-hundredth of a percentage point) specified in the applicable
pricing supplement to be added to, or subtracted
from, the base rate for a floating rate note. The “spread multiplier” is the percentage specified, if any, in the applicable
pricing supplement by which the base rate will be multiplied to determine the applicable interest rate for such floating rate note.
In addition, the interest
rate on a floating rate note may not be less than 0% per annum or higher than the maximum rate permitted by applicable New York law, as
that maximum rate may be modified by United States law of general application.
How Certain Floating
Interest Rates Are Reset.
The terms and provisions set
forth in this section will apply to any series of notes for which the specified base rate is EURIBOR or any other base rate that the applicable
pricing supplement specifies this section applies to, but will not apply to series of notes for which the specified base rate specified
is Compounded SOFR.
The interest rate in effect
from the date of issue to the first interest reset date for a floating rate note will be the initial interest rate specified in the applicable
pricing supplement. We refer to this rate as the “initial interest rate.” The interest rate on each floating rate note
may be reset daily, weekly, monthly, quarterly, semiannually or annually or on any other periodic basis described in the applicable pricing
supplement. We refer to this period as the “interest reset period.” The “interest reset date” in
respect of each interest reset period will be the first day of each interest reset period, unless otherwise specified in the applicable
pricing supplement.
If any interest reset date
for any floating rate note would otherwise be a day that is not a business day, such interest reset date, unless otherwise specified in
the applicable pricing supplement, will be postponed to the next succeeding day that is a business day; except that, in the case of a
EURIBOR note, if such business day is in the next succeeding calendar month, such interest reset date, unless otherwise specified in the
applicable pricing supplement, will be the immediately preceding business day.
The interest rate applicable
to each interest reset period commencing on an interest reset date will be the rate per annum determined by the calculation agent on the
interest determination date. The “interest determination date” with respect to EURIBOR will be the second TARGET Settlement
Day preceding the applicable interest reset date.
If the interest rate for a
floating rate note is determined by reference to two or more base rates, the interest determination date pertaining to such note will
be the most recent business day that is at least two business days prior to the applicable interest reset date for such floating rate
note on which each base rate is determinable. Each base rate will be determined as of such date, and the applicable interest rate will
take effect on the applicable interest reset date.
The interest rate in effect
for the ten calendar days immediately prior to maturity or redemption will be the one in effect on the tenth calendar day preceding the
maturity or redemption date.
In the detailed descriptions
of the various base rates which follow, the “calculation date” pertaining to an interest determination date means the
earlier of (1) the tenth calendar day after that interest determination date, or, if that day is not a business day, the next succeeding
business day, and (2) the business day immediately preceding the applicable interest payment date or maturity date or, for any principal
amount to be redeemed, any redemption date.
How Interest Is Calculated.
Interest on floating rate notes will accrue from, and including, the most recent interest payment date to which interest has been paid
or duly provided for, or, if no interest has been paid or duly provided for, from, and including, the issue date or any other date specified
in a pricing supplement on which interest begins to accrue. Interest will accrue to, but excluding, the next interest payment date or,
if earlier, the date on which the principal has been paid or duly made available for payment, except as described below under “—
If a Payment Date is Not a Business Day.”
Floating rate notes will have
a calculation agent, which will be Deutsche Bank AG, London Branch, unless otherwise specified in the applicable pricing supplement.
Upon the request of the holder
of any EURIBOR note, the calculation agent will provide the interest rate then in effect and, if determined, the interest rate that will
become effective on the next interest reset date for that floating rate note. Upon the request of the holder of any Compounded SOFR note,
the calculation agent will provide Compounded SOFR, the interest rate and the amount of interest accrued with respect to any interest
period for such note, after Compounded SOFR and
such interest rate and accrued interest have been determined.
The amount of accrued interest
on a floating-rate note for an interest period is calculated by multiplying the principal amount of such note by an accrued interest factor.
This accrued interest factor will be determined by multiplying the per annum floating interest rate determined by reference to the applicable
base rate, as determined for the applicable interest period, by a factor resulting from the day count convention that applies with respect
to such determination. The factor resulting from the day count convention will be, if so specified in the applicable pricing supplement,
one of the following, or may be any other convention set forth in the applicable pricing supplement:
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a factor based on a 360-day year of twelve 30-day
months if the day count convention specified in the applicable pricing supplement is “30/360”;
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a factor equal to the actual number of days in
the relevant period divided by 360 if the day count convention specified in the applicable pricing supplement is “Actual/360”;
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a factor equal to the actual number of days in
the relevant period divided by 365, or if any portion of that relevant period falls in a leap year, the sum of (A) the actual number of
days in that portion of the relevant period falling in a leap year divided by 366 and (B) the actual number of days in that portion of
the relevant period falling in a non-leap year divided by 365, if the day count convention specified in the applicable pricing supplement
is “Actual/Actual”; or
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a factor equal to the actual number of days in
the relevant period divided by 365, if the day count convention specified in the applicable pricing supplement is “Actual/365 (Fixed).”
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If no day count convention
is specified in the applicable pricing supplement, the factor for EURIBOR notes and Compounded SOFR notes will be equal to the actual
number of days in the relevant period divided by 360.
All calculations with respect
to the amount of interest payable on the notes will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded
upward (e.g., 0.876545 would be rounded to 0.87655); all U.S. dollar amounts related to determination of the payment per principal amount
of notes at maturity will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (e.g., 0.76545 would
be rounded up to 0.7655); and all U.S. dollar amounts paid on the aggregate principal amount of notes per holder will be rounded to the
nearest cent, with one-half cent rounded upward.
When Interest Is Paid.
We will pay interest on floating rate notes on the interest payment dates specified in the applicable pricing supplement. However, if
the period of time between the issue date and the first interest payment date thereafter is less than the period of time between a record
date and an interest payment date, interest will not be paid on the first interest payment date, but will be paid on the second interest
payment date.
If a Payment Date Is
Not a Business Day. If any scheduled interest payment date, other than the maturity date or any earlier redemption date, for any
floating rate note falls on a day that is not a business day, it will be postponed to the following business day; except that, in the
case of a EURIBOR note or a Compounded SOFR note, if that business day would fall in the next calendar month, the interest payment date
will be the immediately preceding business day. If the scheduled maturity date or any earlier redemption date of a floating rate note
falls on a day that is not a business day, the payment of principal, premium, if any, and interest, if any, will be made on the next succeeding
business day, but interest on that payment will not accrue during the period from and after such maturity or redemption date.
EURIBOR Notes
EURIBOR notes will bear interest
at an interest rate based on the Euro Interbank Offered Rate, which is commonly referred to as “EURIBOR,” and any spread and/or
spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
EURIBOR, for any interest
determination date, will be the rate for interbank term deposits in euro, as sponsored, calculated and published jointly by the European
Money Markets Institute, having the index maturity
specified in the applicable pricing supplement,
as such rate appears on Reuters page EURIBOR01 (or any other page as may replace Reuters page EURIBOR01) as of 11:00 A.M., Brussels
time on such interest determination date.
The following procedures will
be followed if the rate cannot be determined as described above:
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If the calculation
agent determines that EURIBOR with the index maturity specified in the relevant pricing supplement has been discontinued or ceases to
be calculated or published, the calculation agent will, in its sole discretion, select an alternative reference rate as a substitute interest
rate for such EURIBOR notes; provided that if the calculation agent determines that there is an industry accepted successor interest
rate for the discontinued EURIBOR, the calculation agent shall use such successor interest rate as the substitute interest rate for such
EURIBOR notes. As part of any such substitution, the calculation agent may make adjustments to the terms of such EURIBOR notes, including,
but not limited to, the definition of the base rate (including the related fallback mechanism), the applicable currency and/or index maturity
for such alternative reference rate, the spread or spread multiplier, as well as the business day convention, the definition of
business day, interest determination dates and related provisions and definitions, in each case
consistent with accepted market practice for the use of such alternative reference rate for debt obligations such as the notes.
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If the calculation
agent has not selected an alternative reference rate as a substitute interest rate for EURIBOR notes as provided above, the following
will apply:
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If the rate described in the second paragraph of this subsection does not
appear on Reuters page EURIBOR01 (or any other page as may replace Reuters page EURIBOR01), or is not so published by 11:00 A.M., Brussels
Time, on the applicable interest determination date, EURIBOR for such interest determination date will be the rate calculated by the calculation
agent as the arithmetic mean of at least two quotations obtained by the calculation agent after requesting the principal Euro-zone offices
of four major banks in the Euro-zone interbank market, which may include us, as selected by the calculation agent, to provide the calculation
agent with its offered quotation for interbank term deposits in euro for the period of the index maturity designated in the applicable
pricing supplement, commencing on the applicable interest reset date, to prime banks in the Euro-zone interbank market at approximately
11:00 A.M., Brussels Time, on the applicable interest determination date and in a principal amount not less than the equivalent of U.S.$1,000,000
in euro that is representative for a single transaction in euro in such market at such time.
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If fewer than two quotations are so provided, the rate on the applicable
interest determination date will be calculated by the calculation agent and will be the arithmetic mean of the rates quoted at approximately
11:00 A.M., Brussels Time, on such interest determination date by four major banks in the Euro-zone interbank market, as selected by the
calculation agent, for loans in euro to leading European banks, having the index maturity designated in the applicable pricing supplement,
commencing on the applicable interest reset date and in principal amount not less than the equivalent of U.S. $1,000,000 in euro that
is representative for a single transaction in euro in such market at such time.
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If the banks so selected by the calculation agent are not providing quotations
as set forth above, then the calculation agent, after consulting such sources as it deems comparable to any of the foregoing quotations
or display page, or any such source as it deems reasonable from which to estimate EURIBOR with the relevant index maturity, will determine
EURIBOR for that interest determination date in its sole discretion.
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Secured Overnight Financing Rate (SOFR)
SOFR is published by the Federal
Reserve Bank of New York (the “New York Federal Reserve”) and is intended to be a broad measure of the cost of borrowing
cash overnight collateralized by U.S. Treasury securities. The New York Federal Reserve reports that SOFR includes all trades in the Broad
General Collateral Rate and bilateral Treasury repurchase agreement (repo) transactions cleared through the delivery-versus-payment service
offered by the Fixed Income Clearing Corporation (the “FICC”), a subsidiary of The Depository Trust & Clearing
Corporation (“DTCC”), and SOFR
is filtered by the New York Federal Reserve to remove some (but not all) of the foregoing transactions considered to be “specials.”
According to the New York Federal Reserve, “specials” are repos for specific-issue collateral, which take place at cash-lending
rates below those for general collateral repos because cash providers are willing to accept a lesser return on their cash in order to
obtain a particular security.
The New York Federal Reserve
reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York
Mellon as well as General Collateral Finance Repo transaction data and data on bilateral Treasury repo transactions cleared through the
FICC’s delivery-versus-payment service. The New York Federal Reserve also notes that it obtains information from DTCC Solutions
LLC, an affiliate of DTCC.
If data for a given market
segment were unavailable for any day, then the most recently available data for that segment would be utilized, with the rates on each
transaction from that day adjusted to account for any change in the level of market rates in that segment over the intervening period.
SOFR would be calculated from this adjusted prior day’s data for segments where current data were unavailable, and unadjusted data
for any segments where data were available. To determine the change in the level of market rates over the intervening period for the missing
market segment, the New York Federal Reserve would use information collected through a daily survey conducted by its Trading Desk of primary
dealers’ repo borrowing activity. Such daily survey would include information reported by Deutsche Bank AG, as a primary dealer,
or its affiliates.
The New York Federal Reserve
notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and disclaimers,
including that the New York Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability
of SOFR at any time without notice.
Each U.S. Government Securities
Business Day, the New York Federal Reserve publishes SOFR on its website at approximately 8:00 a.m., New York City time. If errors are
discovered in the transaction data provided by The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent
to the initial publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be republished at approximately
2:30 p.m., New York City time. Additionally, if transaction data from The Bank of New York Mellon or DTCC Solutions LLC had previously
not been available in time for publication, but became available later in the day, the affected rate or rates may be republished at around
this time. Rate revisions will only be effected on the same day as initial publication and will only be republished if the change in the
rate exceeds one basis point. Any time a rate is revised, a footnote to the New York Federal Reserve’s publication would indicate
the revision. This revision threshold will be reviewed periodically by the New York Federal Reserve and may be changed based on market
conditions.
Because SOFR is published
by the New York Federal Reserve based on data received from other sources, we have no control over its determination, calculation or publication.
The information contained
in this section “Secured Overnight Financing Rate” is based upon the New York Federal Reserve’s Website and other U.S.
government sources.
Compounded SOFR Notes
Compounded SOFR notes will
bear interest at an interest rate based on a compounded average of the Secured Overnight Financing Rate (“SOFR”), and
any spread and/or spread multiplier and will be subject to the minimum interest rate and the maximum interest rate, if any.
The calculation agent will
determine Compounded SOFR, the interest rate and accrued interest for each interest period in arrears as soon as reasonably practicable
on or after the last day of the applicable observation period, and in any event on or prior to the business day immediately preceding
the relevant interest payment date, and will notify us of Compounded SOFR and such interest rate and accrued interest for each interest
period as soon as reasonably practicable after such determination, but in any event by the business day immediately prior to the interest
payment date.
Unless otherwise specified
in the applicable pricing supplement, the “Observation Period” in respect of each interest period for a series of the notes
will be the period from, and including, the date that is two U.S.
Government Securities Business Days preceding the
first date in such interest period to, but excluding, the date that is two U.S. Government Securities Business Days preceding the interest
payment date for such interest period.
“Compounded
SOFR” means, with respect to any applicable interest period, the rate of return of a daily compounded interest investment over
the Observation Period corresponding to that interest period, calculated as follows:
“d0”,
for any Observation Period, is the number of U.S. Government Securities Business Days in the relevant Observation Period.
“i”
is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Days in chronological
order from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period.
“SOFRi”,
for any U.S. Government Securities Business Day “i” in the relevant Observation Period, is a reference rate equal to SOFR
in respect of that day.
“ni”
for any U.S. Government Securities Business Day “i” is the number of calendar days from, and including, such U.S. Government
Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day “i+1”.
“d”
is the number of calendar days in the relevant Observation Period.
For these calculations,
the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR as reset on that date.
For purposes of determining
Compounded SOFR, “SOFR” means, with respect to any U.S. Government Securities Business Day:
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(1)
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the Secured Overnight Financing Rate in respect of such U.S. Government Securities
Business Day as published by the New York Federal Reserve, as the administrator of such rate (or a successor administrator), on the New
York Federal Reserve’s Website on or about 5:00 p.m. (New York City time) on the immediately following U.S. Government Securities
Business Day; or
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(2)
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if the Secured Overnight Financing Rate in respect of such U.S. Government Securities
Business Day does not appear as specified in paragraph (1), unless both a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, the Secured Overnight Financing Rate in respect of the last U.S. Government Securities Business Day for which such
rate was published on the New York Federal Reserve’s Website; or
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(3)
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if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred:
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·
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark and (b) the Benchmark Replacement Adjustment; or
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·
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the sum of: (a) the ISDA Fallback Rate and (b)
the Benchmark Replacement Adjustment; or
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·
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the sum of: (a) the alternate
rate of interest that has been selected by us or our designee as the replacement for the then-current Benchmark giving due consideration
to any industry-
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accepted rate of interest as a
replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement
Adjustment.
“Benchmark”
means the Compounded SOFR as defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to the Compounded SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark
Replacement.
“Benchmark
Replacement” means the first alternative set forth in the order presented in clause (3) of the definition of “SOFR”
that can be determined by us or our designee as of the Benchmark Replacement Date. In connection with the implementation of a Benchmark
Replacement, we or our designee will have the right to make Benchmark Replacement Conforming Changes from time to time.
“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by us or our designee
as of the Benchmark Replacement Date:
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(1)
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the spread adjustment, or method for calculating or determining such spread adjustment,
(which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable
Unadjusted Benchmark Replacement;
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(2)
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if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback
Rate, then the ISDA Fallback Adjustment;
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(3)
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the spread adjustment (which may be a positive or negative value or zero) that
has been selected by us or our designee giving due consideration to any industry-accepted spread adjustment, or method for calculating
or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement
for U.S. dollar-denominated floating rate notes at such time.
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“Benchmark Replacement
Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including
changes to the definitions of “interest period” and “Observation Period,” timing and frequency of determining
rates and making payments of interest and other administrative matters) that we or our designee decide may be appropriate to reflect the
adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we or our designee decide that
adoption of any portion of such market practice is not administratively feasible or if we or our designee determine that no market practice
for use of the Benchmark Replacement exists, in such other manner as we or our designee determine is reasonably necessary).
“Benchmark
Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
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(1)
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in the case of clause (1) or (2) of the definition of “Benchmark Transition
Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which
the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or
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(2)
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in the case of clause (3) of the definition of “Benchmark Transition Event,”
the date of the public statement or publication of information referenced therein.
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For the avoidance of doubt,
if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect
of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark
Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
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(1)
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a public statement or publication of information by or on behalf of the administrator
of the
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Benchmark announcing that such
administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark;
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(2)
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a public statement or publication of information by the regulatory supervisor
for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over
the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an
entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of
the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement
or publication, there is no successor administrator that will continue to provide the Benchmark; or
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(3)
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a public statement or publication of information by the regulatory supervisor
for the administrator of the Benchmark announcing that the Benchmark is no longer representative.
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“ISDA
Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor
thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from
time to time.
“ISDA
Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark.
“ISDA Fallback
Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the
occurrence of an index cessation date with respect to the Benchmark excluding the applicable ISDA Fallback Adjustment.
“New York Federal Reserve”
means the Federal Reserve Bank of New York.
“New
York Federal Reserve’s Website” means the website of the New York Federal Reserve, currently at http://www.newyorkfed.org,
or any successor source.
“Reference
Time” with respect to any determination of the Benchmark means the time determined by us or our designee in accordance with
the Benchmark Replacement Conforming Changes.
“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed
or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“U.S.
Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and
Financial Markets Association (or any successor thereto) recommends that the fixed income departments of its members be closed for the
entire day for purposes of trading in U.S. government securities.
“Unadjusted
Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
If a Benchmark
Transition Event and its related Benchmark Replacement Date have occurred, any determination, decision or election that may be made by
us or our designee pursuant to this section “Compounded SOFR,” including any determination with respect to a tenor, rate or
adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any
action or any selection:
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·
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will be conclusive and binding absent manifest
error;
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·
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will be made in our or our designee’s sole
discretion; and
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·
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notwithstanding anything to the contrary in the
documentation relating to the notes, shall become effective
without consent from the holders of the notes or any other party.
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Interest and Principal Payments
Paying Agent
We have appointed Deutsche
Bank Trust Company Americas, 60 Wall Street, New York, NY 10005 as our current paying agent for the notes. We may appoint one or
more financial institutions to act as our paying agents at whose designated offices notes in certificated (i.e., definitive)
form may be surrendered for payment at their maturity. We may add, replace or terminate paying agents from time to time. We may also choose
to act as our own paying agent. We will notify you of changes in the paying agents.
Payments of Interest
The paying agent will pay
interest, if any, to the person in whose name the note is registered at the close of business on the applicable record date. However,
upon maturity or redemption, the paying agent will pay any interest due to the person to whom it pays the principal of the note. The paying
agent will make the payment of interest on the date of maturity or redemption, whether or not that date is an interest payment date. The
paying agent will make the initial interest payment on a note on the first interest payment date falling after the date of issuance. However,
if the period of time between the issue date and the first interest payment date thereafter is less than the period of time between a
record date and an interest payment date, interest will not be paid on the first interest payment date, but will be paid on the second
interest payment date.
Book-entry and other
indirect owners should consult their banks or brokers for information on how they will receive payments on their notes.
Payment Procedures
Payments on Global Notes.
The paying agent will make payments of principal, premium, if any, and interest, if any, to the account of the Depositary, as holder of
the global notes, by wire transfer of immediately available funds. We expect that the Depositary, upon receipt of any payment, will immediately
credit its participants’ accounts in amounts proportionate to their respective beneficial interests in the global notes as shown
on the records of the Depositary. We also expect that payments by the Depositary’s participants to owners of beneficial interests
in the global notes will be governed by standing customer instructions and customary practices and will be the responsibility of those
participants.
Payments on Certificated
Notes. The paying agent will make payments on the notes as follows:
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·
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the principal, premium (if any) or interest (if
any) due at maturity or, if applicable, earlier redemption shall be paid in immediately available funds only upon presentation of such
certificated note at the corporate trust office of the paying agent;
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·
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the interest (if any) due on each interest payment
date (other than interest payable at maturity or early redemption) shall be paid by check mailed to the record holder of such certificated
note on the record date; or
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·
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for holders of the equivalent of at least U.S.
$10,000,000 in aggregate principal amount of certificated notes (having identical tenor and terms), the interest shall be paid on each
interest payment date by wire transfer of immediately available funds, if appropriate wire transfer instructions have been received by
the paying agent not less than 16 days prior to such interest payment date.
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Redemptions of Notes
Optional
Redemption. Unless otherwise indicated in the applicable pricing supplement, the notes will not be redeemable prior to
maturity. If redemption is provided for in the applicable pricing supplement, we will have the option to redeem a note on and after
the date, if any, fixed at the time of sale, which we refer to as the “initial redemption date.” Any redemption of the
notes prior to their scheduled maturity will be subject to (i) receipt by the Bank of approval of the competent resolution authority
and (ii) compliance with any other regulatory requirements. If the notes are redeemed by us without the approval of such competent
authority, then the amounts paid on the notes must be returned to us irrespective of any agreement to the contrary.
Unless otherwise specified
in the applicable pricing supplement, on and after a note’s initial redemption date, we will have the option to redeem such note
in whole or in part, in increments of $1,000 principal amount, at a redemption price determined in accordance with the following, together
with accrued and unpaid interest, if any, payable on the date of redemption.
Unless otherwise specified
in the applicable pricing supplement, the redemption price for each note or part thereof subject to redemption shall be the principal
amount of such note or part thereof redeemed multiplied by an initial redemption percentage, which shall be the percentage set
forth in the applicable pricing supplement, of the principal amount of such note and, if applicable, shall decline on each anniversary
of the initial redemption date by the annual redemption percentage reduction set forth in the applicable pricing supplement; provided,
however, that in no event shall the redemption price be less than 100% of such principal amount or face amount, as the case may
be, unless otherwise specified in the applicable pricing supplement. The initial redemption percentage and any annual redemption percentage
reduction with respect to each note subject to redemption prior to maturity will be fixed at the time of sale and set forth in the applicable
pricing supplement. We will mail a notice of redemption to each holder by first-class mail, postage prepaid, at least 30 calendar days
and not more than 60 calendar days prior to the date fixed for redemption, or within the redemption notice period designated in the applicable
pricing supplement, to the address of each holder as that address appears upon the books maintained by the paying agent.
Open Market Purchases.
Subject to the foregoing and to applicable law (including, without limitation, United States federal laws) and subject to approval by
the competent authority, we or our affiliate may, at any time and from time to time, purchase notes at any price by tender, in open market
transactions or private agreement. Notes so purchased by us may, at our discretion, be held or resold or surrendered to the trustee for
cancellation. If the notes are purchased by us without the approval of such competent authority, then the amounts paid on the notes must
be returned to us irrespective of any agreement to the contrary.
Form, Exchange and Transfer
Certificated (i.e.,
definitive) notes may be registered or transferred at the office of Deutsche Bank Trust Company Americas, 60 Wall Street, New York, New
York, 10005, as our current transfer agent for the transfer and exchange of the notes. If a note is issued as a global note, only the
depositary will be entitled to transfer and exchange the note as described in this subsection, because it will be the only holder of the
note. Global notes may be transferred and exchanged only in the manner and to the extent set forth under “Forms of Securities —
Global Securities” in the accompanying prospectus.
Transfer Agent.
We may appoint entities other than, or in addition to, the trustee to perform the functions of a transfer agent, or we may perform them
ourselves. We may cancel the appointment of any particular transfer agent. We may also approve a change in the office through which any
transfer agent acts. If we have designated additional transfer agents for a particular note, they will be named in the applicable pricing
supplement.
Redemptions.
We will not be required to:
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·
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register the transfer or exchange of notes to
be redeemed for a period of fifteen calendar days preceding the mailing of the relevant notice of redemption; or
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·
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register the transfer or exchange of any registered
note selected for redemption in whole or in part, except the unredeemed or unpaid portion of that registered note being redeemed in part.
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Charges. No
service charge will be made for any registration or transfer or exchange of notes, but we may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection with the registration of transfer or exchange of notes.
Replacement of Notes
At the expense of the holder,
we may, in our discretion, replace any notes that become mutilated, destroyed, lost or stolen or are apparently destroyed, lost or stolen.
The mutilated notes must be delivered to the trustee, the paying agent and the registrar or satisfactory evidence of the destruction,
loss or theft of the notes must be delivered to us, the paying agent, the registrar and the trustee. At the expense of the holder, an
indemnity that is satisfactory to us, the principal paying agent, the registrar, in the case of registered notes, and the trustee may
be required before a replacement note will be issued.
THE DEPOSITARY
The Depository Trust Company,
New York, New York will be designated as the depositary for any registered global note. Each registered global note will be registered
in the name of Cede & Co., the Depositary’s nominee.
What Is the Depositary?
The Depositary is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning
of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Depositary holds and provides asset servicing
for securities deposited with it by its direct participants. The Depositary also facilitates the post-trade settlement of transactions
among its direct participants in those securities through electronic computerized book-entry changes in participants’ accounts,
eliminating the need for physical movement of securities certificates. The Depositary’s direct participants include both U.S. and
non-U.S. securities brokers and dealers, including the agents, banks, trust companies, clearing corporations and other organizations,
some of whom and/or their representatives own the Depositary. Access to the Depositary’s book-entry system is also available to
others, including both U.S. and non-U.S. brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain
a custodial relationship with a participant, either directly or indirectly. The rules applicable to the Depositary and its participants
are on file with the SEC.
Beneficial Ownership
Interests and the Depositary’s Book-Entry System. Purchases of the notes under the Depositary’s
system must be made by or through its direct participants, which will receive a credit for the notes on the Depositary’s records.
The ownership interest of each actual purchaser of each note (the “beneficial owner”) is in turn to be recorded on
the records of direct and indirect participants. Beneficial owners will not receive written confirmation from the Depositary of their
purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the direct or indirect participants through which the beneficial owner entered into the transaction.
Transfers of ownership interests in the notes are to be made by entries on the books of direct and indirect participants acting on behalf
of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in notes, except in the event
that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers,
all notes deposited with the Depositary are registered in the name of Cede & Co., or such other name as may be requested by the
Depositary. The deposit of notes with the Depositary and their registration in the name of Cede & Co. or such other nominee of
the Depositary do not effect any change in beneficial ownership. The Depositary has no knowledge of the actual beneficial owners of the
notes; the Depositary’s records reflect only the identity of the direct participants to whose accounts the notes are credited, which
may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their
customers.
Notices and Communications.
Conveyance of notices and other communications by the Depositary to direct participants, by direct participants to indirect participants
and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Voting. Neither
the Depositary nor Cede & Co. (nor such other nominee of the Depositary) will consent or vote with respect to the notes unless
authorized by a direct participant in accordance with the Depositary’s procedures. Under its usual procedures, the Depositary mails
an omnibus proxy to us as soon as possible after the applicable record date. The omnibus proxy assigns Cede & Co.’s consenting
or voting rights to those direct participants identified in a listing attached to the omnibus proxy to whose accounts the notes are credited
on the record date.
Payments. Redemption
proceeds, distributions and other payments on the notes will be made to Cede & Co. or such other nominee as may be requested
by the Depositary. The Depositary’s practice is to credit direct participants’ accounts upon the Depositary’s receipt
of funds and corresponding detail information from us or any agent of ours, on the date payable in accordance with their respective holdings
shown on the Depositary’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary
practices and will be the responsibility of such participant and not of the Depositary or its nominee, the trustee, any agent of ours,
or us, subject to any statutory or regulatory requirements that may be in effect from time to time. Payments of redemption proceeds, distributions
and other payments to Cede & Co. or such other nominee as may be requested by the Depositary are our responsibility or the responsibility
of any paying agent of ours,
disbursement of such payments to direct participants
will be the responsibility of the Depositary and disbursement of such payments to the beneficial owners will be the responsibility of
direct and indirect participants.
Discontinuance of the
Depositary. The Depositary may discontinue providing its services as depositary with respect to the notes at any time by giving
reasonable notice to us or our agent. Under such circumstances, in the event that a successor depositary is not obtained by us within
90 days, security certificates are required to be printed and delivered. See “Forms of Securities — Global Securities”
in the accompanying prospectus.
We may decide to discontinue
use of the system of book-entry transfers through the Depositary or any successor depositary. In that event, security certificates will
be printed and delivered. See “Forms of Securities — Global Securities” in the accompanying prospectus.
According to the Depositary,
the foregoing information relating to the Depositary has been provided to the financial community for informational purposes only and
is not intended to serve as a representation, warranty or contract modification of any kind. The information in this section
concerning the Depositary and its book-entry system has been obtained from sources we believe to be reliable, but we have
not independently verified the accuracy thereof. The Depositary may change or discontinue the foregoing procedures at any time.
See “Forms of Securities” in the accompanying prospectus for additional information about the form of notes.
SERIES E NOTES OFFERED ON A GLOBAL BASIS
If we offer any of the notes
under our Series E program on a global basis, we will so specify in the applicable pricing supplement. The additional information contained
in this section under “— Book Entry, Delivery and Form” and “— Global Clearance and Settlement Procedures”
will apply to every offering on a global basis. The additional provisions described under “— Tax Redemption” and “—
Payment of Additional Amounts” will apply to notes offered on a global basis only if we so specify in the applicable pricing supplement.
We have obtained the information in this section concerning Clearstream, Luxembourg and the Euroclear operator, and the book-entry system
and procedures from sources that we believe to be reliable, but we have not independently verified the accuracy of this information.
Book-Entry, Delivery and Form
The notes will be issued in
the form of one or more fully registered global notes which will be deposited with, or on behalf of, the Depositary and registered in
the name of Cede & Co., the Depositary’s nominee. Beneficial interests in the registered global notes will be represented
through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in the
Depositary. If specified in the applicable pricing supplement, investors may elect to hold interests in the registered global notes held
by the Depositary through Clearstream, Luxembourg or the Euroclear operator if they are participants in those systems, or indirectly through
organizations which are participants in those systems. Clearstream, Luxembourg and the Euroclear operator will hold interests on behalf
of their participants through customers’ securities accounts in Clearstream, Luxembourg’s and the Euroclear operator’s
names on the books of their respective U.S. depositaries, which in turn will hold such interests in the registered global notes in customers’
securities accounts in the U.S. depositaries’ names on the books of the Depositary. Citibank N.A. will act as depositary for Clearstream,
Luxembourg and JPMorgan Chase Bank, N.A. will act as depositary for the Euroclear operator. We refer to each of Citibank, N.A. and JPMorgan
Chase Bank, N.A., acting in this depositary capacity, as the “U.S. depositary” for the relevant clearing
system. Except as set forth below, the registered global notes may be transferred, in whole but not in part, only to the Depositary, another
nominee of the Depositary or to a successor of the Depositary or its nominee.
Clearstream, Luxembourg has
advised us that it is incorporated under the laws of Luxembourg as a société anonyme and is subject to regulation by the
Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream,
Luxembourg is owned by Deutsche Börse AG, a publicly traded company. Clearstream, Luxembourg holds securities for its participating
customers, “Clearstream, Luxembourg customers,” and facilitates the clearance and settlement of securities transactions
between Clearstream, Luxembourg customers through electronic book-entry transfers between their accounts, thereby eliminating the need
for physical movement of securities. Clearstream, Luxembourg provides other services to Clearstream, Luxembourg customers, including safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg
interfaces with domestic securities markets in many countries through established depository and custodial relationships. Clearstream,
Luxembourg customers include worldwide securities brokers and dealers, banks, trust companies and clearing corporations and may include
professional financial intermediaries. Clearstream, Luxembourg’s U.S. participating customers are limited to securities brokers,
dealers and banks. Indirect access to Clearstream, Luxembourg is also available to other institutions such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship with a Clearstream, Luxembourg customer. Clearstream, Luxembourg
is an indirect participant in the Depositary. Clearstream, Luxembourg has established an electronic bridge with the Euroclear operator
to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear operator.
Distributions with respect
to the notes held through Clearstream, Luxembourg will be credited to cash accounts of Clearstream, Luxembourg customers in accordance
with its rules and procedures, to the extent received by the U.S. depositary for Clearstream, Luxembourg.
The Euroclear operator has
advised us that the Euroclear System was created in 1968 to hold securities for its participants, “Euroclear participants,”
and to clear and settle transactions between Euroclear participants through simultaneous electronic book-entry delivery against payment,
thereby eliminating the need for physical movement of securities. The Euroclear System is operated by Euroclear Bank SA/NV (the “Euroclear
operator”), under contract with Euroclear plc, a U.K. corporation. The Euroclear operator conducts all operations, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear operator,
not Euroclear plc. Euroclear plc establishes policies
for the Euroclear operator on behalf of Euroclear participants. The Euroclear operator is a bank incorporated under the laws of the Kingdom
of Belgium. The Euroclear operator is regulated and examined by the Belgian Financial Services and Markets Authority and the National
Bank of Belgium.
The Euroclear operator holds
securities and book-entry interests in securities for participating organizations and facilitates the clearance and settlement of securities
transactions between Euroclear participants and between Euroclear participants and participants of certain other securities intermediaries
through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear participants include
securities brokers and dealers, banks (including central banks), trust companies and clearing corporations and other professional financial
intermediaries. Indirect access to Euroclear is also available to other institutions such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Euroclear participant. Euroclear is an indirect participant in the Depositary.
The Euroclear operator provides
Euroclear participants with, among other things, safekeeping, administration, clearance and settlement, securities lending and borrowing
and related services.
Non-participants of Euroclear
may acquire, hold and transfer book-entry interests in notes through accounts with a direct participant of Euroclear or any other securities
intermediary that holds a book-entry interest in the notes through one or more securities intermediaries standing between such other securities
intermediary and the Euroclear operator.
Securities clearance accounts
and cash accounts with the Euroclear operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating
Procedures of the Euroclear System, and applicable Belgian law, collectively, the “terms and conditions.” The terms and conditions
govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System and
receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible
basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear operator acts under the terms
and conditions only on behalf of Euroclear participants and has no record of or relationship with persons holding through Euroclear participants.
Distributions with respect
to the notes held beneficially through the Euroclear System will be credited to the cash accounts of Euroclear participants in accordance
with the terms and conditions, to the extent received by the U.S. depositary for the Euroclear operator.
Although the Euroclear operator
has agreed to the procedures provided below in order to facilitate transfers of securities among Euroclear participants and between Euroclear
participants and participants of other intermediaries, it is under no obligation to perform or continue to perform in accordance with
such procedures, and such procedures may be modified or discontinued at any time.
Investors electing to acquire
securities through an account with the Euroclear operator or some other securities intermediary must follow the settlement procedures
of such an intermediary with respect to the settlement of new issues of securities. Investors electing to acquire, hold or transfer securities
through an account with the Euroclear operator or some other securities intermediary must follow the settlement procedures of such an
intermediary with respect to the settlement of secondary market transactions of such securities.
Investors who are Euroclear
participants may acquire, hold or transfer interests in securities by book-entry to accounts with the Euroclear operator. Investors who
are not Euroclear participants may acquire, hold or transfer interests in securities by book-entry to accounts with a securities intermediary
who holds a book-entry interest in these securities through accounts with Euroclear.
The Euroclear operator further
advises that investors that acquire, hold and transfer interests in securities by book-entry through accounts with the Euroclear operator
or any other securities intermediary are subject to the laws and contractual provisions governing their relationship with their intermediary,
as well as the laws and contractual provisions governing the relationship between their intermediary and each other intermediary, if any,
standing between themselves and the securities.
The Euroclear operator further
advises that, under Belgian law, investors that are credited with securities on the records of the Euroclear operator have a co-property
right in the fungible pool of interests in securities on deposit with the Euroclear operator in an amount equal to the amount of interests
in securities credited to their accounts. In the event of the insolvency of the Euroclear operator, Euroclear participants would have
a right under Belgian law to the return of the amount and type of interests in securities credited to their accounts with the
Euroclear operator. If the Euroclear operator does
not have a sufficient amount of interests in securities on deposit of a particular type to cover the claims of all participants credited
with interests in securities of that type on the Euroclear operator’s records, all participants having an amount of interests in
securities of that type credited to their accounts with the Euroclear operator will have the right under Belgian law to the return of
their pro rata share of the amount of interests in securities actually on deposit.
Under Belgian law, the Euroclear
operator is required to pass on the benefits of ownership in any interests in securities on deposit with it (such as dividends, voting
rights and other entitlements) to any person credited with those interests in securities on its records.
Individual certificates in
respect of the notes will not be issued in exchange for the registered global notes, except in very limited circumstances. If the Depositary
notifies us that it is unwilling or unable to continue as a clearing system in connection with the registered global notes or ceases to
be a clearing agency registered under the Exchange Act, and a successor clearing system is not appointed by us within 90 days after receiving
that notice from the Depositary or upon becoming aware that the Depositary is no longer so registered, we will issue or cause to be issued
individual certificates in registered form on registration of transfer of, or in exchange for, book-entry interests in the notes represented
by registered global notes upon delivery of those registered global notes for cancellation.
Title to book-entry interests
in the notes will pass by book-entry registration of the transfer within the records of Clearstream, Luxembourg, the Euroclear operator
or the Depositary, as the case may be, in accordance with their respective procedures. Book-entry interests in the notes may be transferred
within Clearstream, Luxembourg and within the Euroclear System and between Clearstream, Luxembourg and the Euroclear System in accordance
with procedures established for these purposes by Clearstream, Luxembourg and the Euroclear operator. Book-entry interests in the notes
may be transferred within the Depositary in accordance with procedures established for this purpose by the Depositary. Transfers of book-entry
interests in the notes among Clearstream, Luxembourg and the Euroclear operator and the Depositary may be effected in accordance with
procedures established for this purpose by Clearstream, Luxembourg, the Euroclear operator and the Depositary.
A further description of the
Depositary’s procedures with respect to the registered global notes is set forth in this prospectus supplement under “The
Depositary.” The Depositary has confirmed to us, DBSI and the trustee that it intends to follow those procedures.
Global Clearance and Settlement Procedures
Initial settlement for the
notes offered on a global basis will be made in immediately available funds. Secondary market trading between the Depositary’s participants
will occur in the ordinary way in accordance with the Depositary’s rules and will be settled in immediately available funds using
the Depositary’s Same-Day Funds Settlement System. Secondary market trading between Clearstream, Luxembourg customers and/or Euroclear
participants will occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream, Luxembourg
and the Euroclear System and will be settled using the procedures applicable to conventional Eurobonds in immediately available funds.
Cross-market transfers between
persons holding directly or indirectly through the Depositary on the one hand, and directly or indirectly through Clearstream, Luxembourg
customers or Euroclear participants, on the other, will be effected through the Depositary in accordance with the Depositary’s rules
on behalf of the relevant European international clearing system by its U.S. depositary; however, these cross-market transactions will
require delivery of instructions to the relevant European international clearing system by the counterparty in the clearing system in
accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing
system will, if the transaction meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect
final settlement on its behalf by delivering interests in the notes to or receiving interests in the notes from the Depositary, and making
or receiving payment in accordance with normal procedures for same-day funds settlement applicable to the Depositary. Clearstream, Luxembourg
customers and Euroclear participants may not deliver instructions directly to their respective U.S. depositaries.
Because of time-zone differences,
credits of interests in the notes received in Clearstream, Luxembourg or the Euroclear System as a result of a transaction with a Depositary
participant will be made during subsequent securities settlement processing and dated the business day following the Depositary settlement
date. Credits of interests or any transactions involving interests in the notes received in Clearstream, Luxembourg or the
Euroclear System as a result of a transaction with
a Depositary participant and settled during subsequent securities settlement processing will be reported to the relevant Clearstream,
Luxembourg customers or Euroclear participants on the business day following the Depositary settlement date. Cash received in Clearstream,
Luxembourg or the Euroclear System as a result of sales of interests in the notes by or through a Clearstream, Luxembourg customer or
a Euroclear participant to a Depositary participant will be received with value on the Depositary settlement date but will be available
in the relevant Clearstream, Luxembourg or Euroclear cash account only as of the business day following settlement in the Depositary.
Although the Depositary, Clearstream,
Luxembourg and the Euroclear operator have agreed to the foregoing procedures in order to facilitate transfers of interests in the notes
among participants of the Depositary, Clearstream, Luxembourg and Euroclear, they are under no obligation to perform or continue to perform
the foregoing procedures and these procedures may be changed or discontinued at any time.
Tax Redemption
Subject to approval by
the competent resolution authority, if specified in the applicable pricing supplement, we may redeem, in whole but not in part, any
of the notes under our Series E program offered on a global basis at our option at any time prior to maturity, upon the giving of a
notice of tax redemption as described below, if we determine that, as a result of,
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any change in or amendment to the laws, or any
regulations or rulings promulgated under the laws of a relevant jurisdiction (as defined below), or of any political subdivision or taxing
authority thereof or therein affecting taxation; or
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any change in official position regarding the
application or interpretation of the laws, regulations or rulings referred to above, which change or amendment becomes effective or, in
the case of a change in official position, is announced, on or after the date of the applicable pricing supplement,
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we have or will become obligated to pay
additional amounts, as defined below under “— Payment of Additional Amounts,” with respect to any of those notes
as described below under “— Payment of Additional Amounts”, provided that the change in the applicable tax
treatment is material and was not reasonably foreseeable at the issue date. The redemption price will be equal to 100% of the
principal amount of the notes, except as otherwise specified in the applicable pricing supplement, together with any accrued
interest to the date fixed for redemption. If the notes are redeemed by us without the approval of such competent resolution
authority, then the amounts paid on the notes must be returned to us irrespective of any agreement to the contrary.
Prior to the giving of any
notice of tax redemption, we will deliver to the trustee:
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a certificate stating that we are entitled to
effect the redemption and setting forth a statement of facts showing that the conditions precedent to our right to so redeem have occurred;
and
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an opinion of independent legal counsel satisfactory
to the trustee to the effect that we are entitled to effect the redemption based on the statement of facts set forth in the certificate;
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provided that no notice of tax redemption
may be given earlier than 60 days prior to the earliest date on which we would be obligated to pay the additional amounts if a payment
in respect of the notes were then due.
Notice of tax redemption will
be given not less than 30 calendar days, nor more than 60 calendar days prior to the date fixed for redemption, which date and the applicable
redemption price will be specified in the notice. Notice will be given in accordance with “— Notices” below.
The term “relevant
jurisdiction” as used herein means Germany, the United States or the jurisdiction of residence or incorporation of any successor
corporation to the Bank and the jurisdiction of any relevant issuing branch.
Payment of Additional Amounts
All interest amounts payable in respect of the
notes will be made without deduction or withholding for or on account of any present or future taxes, duties or governmental charges of
any nature whatsoever imposed or levied by way of deduction or withholding by or
on behalf of the tax jurisdiction (“withholding taxes”), unless such deduction or withholding is required by law.
“tax jurisdiction” means the
Federal Republic of Germany or the United States, or any political subdivision or any authority thereof or therein having power to tax.
In the event of such withholding or deduction on
payments of interest (but not in respect of the payment of any principal in respect of the notes) and if (but only if) specified in the
applicable pricing supplement, we will, to the fullest extent permitted by law, pay such additional amounts (“additional amounts”)
as will be necessary in order that the net amounts received by the holders, after such withholding or deduction for or on account of any
withholding taxes imposed upon or as a result of such payment by the tax jurisdiction, will equal the respective amounts which would otherwise
have been receivable in the absence of such withholding or deduction; except that no such additional amounts shall be payable on account
of any taxes, duties or governmental charges which:
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are payable by any person acting as custodian bank or collecting agent on your or the beneficial owner’s
behalf, or otherwise in any manner which does not constitute a deduction or withholding by us from payments of interest made by us; or
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would not be payable to the extent such deduction or withholding could be avoided or reduced if you or
the beneficial owner of the notes (or any financial institution through which you hold or the beneficial owner holds the notes or through
which payment on the notes is made) (i) makes a declaration of non-residence or other similar claim for exemption to the
relevant tax authority or complies with any reasonable certification, documentation, information or other reporting requirement imposed
by the relevant tax authority or (ii) enters into or complies with any applicable certification, identification, information, documentation,
registration, or other reporting requirement or agreement concerning accounts maintained by you or the beneficial owner (or such financial
institution) or concerning your or the beneficial owner’s (or financial institution’s) ownership or concerning your or the
beneficial owner’s (or such financial institution’s) nationality, residence, identity or connection with the jurisdiction
imposing such tax; or
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are payable by reason of your or the beneficial owner’s having, or having had, some personal or
business connection with the tax jurisdiction and not merely by reason of the fact that payments in respect of the notes are, or for purposes
of taxation are deemed to be, derived from sources in, or are secured in, the tax jurisdiction; or
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are presented for payment more than 30 days after the relevant date (as defined below) except to the extent
that you or the beneficial owner would have been entitled to additional amounts on presenting the same for payment on the last day of
the period of 30 days assuming that day to have been a business day; or
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are deducted or withheld by a paying agent from a payment if the payment could have been made by another
paying agent without such deduction or withholding; or
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would not be payable if the notes had been kept in safe custody with, and the payments had been collected
by, a banking institution; or
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are payable by reason of a change in law or practice that becomes effective more than 30 days after the
relevant payment of interest becomes due, or is duly provided for and notice thereof is given in accordance with the Indenture, whichever
occurs later.
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No additional amounts or any other amounts shall
be payable on account of any such withholding or deduction in respect of payments of principal.
“Relevant date” means the date
on which the payment first becomes due but, if the full amount payable has not been received by the paying agent on or before the due
date, it means the date on which, the full amount having been so received.
Moreover, all amounts payable in respect of the
notes will be made subject to compliance with Sections 1471 through 1474 of the Code, or any regulations or other official guidance promulgated
thereunder, official interpretations thereof, or any applicable agreement entered into in connection therewith (including any agreement,
law, regulation, or other official guidance implementing such agreement) (commonly referred to as the “Foreign Account Tax Compliance
Act” or “FATCA”) and any applicable agreement described in Section 1471(b) of the Code. We will have
no obligation to pay additional amounts or otherwise indemnify you or
the beneficial owner in connection with any such compliance with
FATCA and any applicable agreement described in Section 1471(b) of the Code.
Notices
Notices to holders of the
notes will be given by mailing such notices to each holder by first class mail, postage prepaid, at the respective address of each holder
as that address appears upon our books. Notices to be given to holders of a global note will be given only to the Depositary, as the registered
holder, in accordance with its applicable policies as in effect from time to time. We expect that any such notices will be passed on by
the Depositary to the beneficial owners of interests in the notes in accordance with the standard rules and procedures of the Depositary
and its direct and indirect participants, including Clearstream, Luxembourg and the Euroclear operator. Notices to be given in respect
of notes held in street name will be given only to the bank, broker or other financial institution in whose name the notes are registered,
and not the owner of any beneficial interests. Notices to be given to holders of certificated (i.e., definitive) notes will
be sent by mail to the respective addresses of the holders as they appear in the note register, and will be deemed given when mailed.
See also “Plan of Distribution
— Series E Notes Offered on a Global Basis.”