Common use of TERMINATION OF APPOINTMENT Clause in Contracts

TERMINATION OF APPOINTMENT. 24.1 The Trustee may, with the prior written approval of the Delegate, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 at least 30 days before the removal or appointment of an Agent. 24.2 Notwithstanding the provisions of Clause 24.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Condition 17 as soon as is practicable. 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 so long as any Certificates are outstanding, the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 23.1 The Trustee may, with the prior written approval of the Delegate, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' ’ prior written notice to that effecteffect (with a copy to the Delegate and the other Agents), provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 (Notices) at least 30 days before the removal or appointment of an Agent. 24.2 23.2 Notwithstanding the provisions of Clause 24.123.1 (Termination of Appointment), if at any time time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it is unable or unwilling to continue to act as the Calculation Agent or fails to determine the Profit Rate in respect of any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Reset Period as provided in the Conditions and this Agreement, the Trustee may, with shall forthwith appoint another reputable financial institution of good standing in London approved in writing by the prior written approval Delegate to act as such in its place. Notice of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice any such termination or replacement shall be given to the Certificateholders under Condition 17 (Notices) as soon as is practicable. 24.3 23.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 23.4 All or any of the Agents may resign their respective appointments under this Agreement with no responsibility for any loss or liability arising as a result thereof and with no obligation to give any reason therefor at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' ’ prior written notice to that effect (specifying the date on which such resignation shall become effective) provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 1717 (Notices). If the Principal Paying Agent or the Registrar or the Calculation Agent and where Clause 23.5(b) (Termination of Appointment) applies a relevant Paying Agent or Transfer Agent shall resign or be removed pursuant to Clauses 24.1 23.1 or 24.2 23.2 (Termination of Appointment) above or in accordance with this Clause 24.423.4 (Termination of Appointment), the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the RegistrarRegistrar or the Calculation Agent or where Clause 23.5(b) (Termination of Appointment) applies the relevant Paying Agent or Transfer Agent, as the case may be, may at the Trustee’s, failing which the Bank’s, expense select a reputable financial institution of good standing to act as Principal Paying Agent, Registrar, Calculation Agent, Paying Agent or RegistrarTransfer Agent, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent, Registrar, Calculation Agent, Paying Agent or RegistrarTransfer Agent, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 23.5 Notwithstanding the provisions of Clauses 24.1 23.1, 23.2 and 24.2 23.4 (Termination of Appointment), so long as any Certificates are outstanding, the Trustee reserves the right at any time to vary or terminate the appointment of any Agent and to appoint additional or other agents, provided that the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity);; and (b) so long as any the Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 23.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBthe Bank, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 23.7 If the appointment of an Agent (other than the Calculation Agent) under this Agreement is terminated (whether by the Trustee or by the resignation of the relevant Agent), such Agent 23.8 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Bank, the Trustee, DIB, the Delegate and the other Agents not less than 45 days' days prior written notice (in accordance with Clause 25 (Notices)) to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf Certificateholders, under the direction of and at the expense of the Trustee Trustee, notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of 17 (Notices). The initial Agents and their initial Specified Offices are set out in the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties Schedule to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 23.9 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable lawApplicable Law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith as soon as reasonably practicable be given to the Trustee, DIBthe Bank, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 23.10 Upon any resignation, revocation or termination taking effect under this Clause 2423 (Termination of Appointment), the relevant Agent, Agent shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 2019 (Remuneration and Indemnification of the Agents), Clause 22 21 (Conditions of Appointment) and this Clause 2423 (Termination of Appointment)); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 1817 (Records and Certificates); and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 1110 (Duties of the Registrar); and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9this Agreement; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 2019 (Remuneration and Indemnification of the Agents)) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 1918 (Copies of Documents Available for Inspection)) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 days' ’ prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 15 at least 30 days before the removal or appointment of an Agent. 24.2 . Notwithstanding the provisions of Clause 24.122.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Noteholders in accordance with Condition 17 15 as soon as is practicable. 24.3 . The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued and due. 24.4 . All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' ’ prior written notice to that effect provided thatwhereupon on the expiry of such 90 day period, in such appointment shall automatically be terminated subject to the case provisions of a Paying Agent, so long as any of this Agreement and the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution DateConditions. Following receipt of a notice of resignation from an Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Noteholders in accordance with Condition 1715. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above Clause 22.1or 22.2 or in accordance with this Clause 24.4clause 22.4, the Trustee Issuer shall promptly and in any event within 30 days of the date of any written notice given pursuant to Clause 22.1, 22.2 or 22.4 appoint a successor (being a reputable leading bank acting through its office in a major financial institution of good standingcentre in the European Union). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select a reputable leading bank acting through its office in a major financial institution of good standing centre in Western Europe to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint be deemed to have appointed that bank as the successor Principal Paying Agent or Registrar, as the case may beFiscal Agent. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 22.1, 22.2 and 24.2 22.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless unless, upon the expiry of the relevant notice notice, there is: /are (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar Registrar; (b) at least one Paying Agent and Transfer Agent (which may be the same entity); Fiscal Agent) having its specified office in a major financial centre in Western Europe (b) which for so long as any Certificates the Notes are admitted to listinglisted on the Irish Stock Exchange and the rules of such exchange so require, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times shall be Ireland) and (iii) a Paying Agent and a Transfer Agent having its with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Directive. Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 . If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate and the other Agents Fiscal Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter thereafter, and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office under specified office in accordance with Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent15. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged merged, converted, consolidated or converted or a corporation with to which the Agent may be consolidated or a corporation resulting business of such agent is transferred which results from a merger, conversion conversion, consolidation or consolidation transfer of business to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion conversion, consolidation or consolidation transfer of business shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 (1) The Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 12 at least 30 days before the removal or appointment of an a Paying Agent. 24.2 (2) Notwithstanding the provisions of Clause 24.1subclause (1), if at any time (a) an a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 12 as soon as is practicable. 24.3 (3) The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 (4) All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1712. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses (1) or 24.2 (2) above or in accordance with this Clause 24.4subclause (4), the Trustee Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standingleading bank acting through its office in Hong Kong). If the Trustee fails Issuer and the Guarantor fail to appoint a successor within by the tenth day prior to the expiration of such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank acting through its office in Hong Kong to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer and the Guarantor shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedFiscal Agent. 24.5 (5) Notwithstanding the provisions of Clauses 24.1 subclauses (1), (2) and 24.2 (4), so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Fiscal Agent having its specified office in Hong Kong; (b) if any European Union Directive on the taxation of savings implementing the conclusions of the ECOFIN Council Meeting of 26th-27th November, 2000 or any law implementing or complying with, or introduced in order to conform to such Directive is introduced, a Paying Agent in a European Union Member State that will not be obliged to withhold or deduct tax pursuant to any such Directive of law; and (c) if any Notes are listed on the Luxembourg Stock Exchange or any other stock exchange, a Paying Agent having its specified office in Luxembourg, or, as the case may be, in such place (if any) as may be required by the rules and regulations of such listing authority, any other relevant stock exchange and/or quotation system; and(or any other relevant authority). (c6) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an a Paying Agent. 24.7 (7) If the Principal appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer, the Guarantor or by the resignation of the Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. (8) If the Fiscal Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuer, the Delegate and Guarantor and, where appropriate, the other Agents Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new Specified Office specified office under Condition 1712. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent9) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 21.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 days' ’ prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 11 at least 30 days before the removal or appointment of an a Paying Agent. 24.2 21.2 Notwithstanding the provisions of Clause 24.1subclause 22.1, if at any time (a) an a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, Paying Agent in which event notice shall be given to the Certificateholders Noteholders under Condition 17 11 as soon as is practicable. 24.3 21.3 The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are Notes is outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1711. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 21.1 or 24.2 21.2 above or in accordance with this Clause 24.4subclause 21.4, the Trustee Issuer shall promptly and in any event within 30 days of such written notice being given appoint a successor (being a reputable financial institution of good standingleading bank acting through its office in London). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank acting through its office in London to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedFiscal Agent. 24.5 21.5 Notwithstanding the provisions of Clauses 24.1 subclauses 21.1, 21.2 and 24.2 21.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Fiscal Agent; (b) at least one Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (bFiscal Agent) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place a European city which so long as the Notes are (if anyi) as may be required listed on the Luxembourg Stock Exchange, shall include Luxembourg and (ii) admitted to listing and trading on Euronext Amsterdam by the rules of such listing authority, stock exchange and/or quotation system; andNYSE Euronext shall include Amsterdam; (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than Member State of the jurisdiction European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in which order to conform to, such Directive; and (d) so long as the Trustee or DIB is incorporatedNotes are (i) listed on the Luxembourg Stock Exchange, a Replacement Agent in Luxembourg and (ii) admitted to listing and trading on Euronext Amsterdam by NYSE Euronext, a Replacement Agent in Amsterdam. 24.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an a Paying Agent. 24.7 21.7 If the Principal appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 21.8 If the Fiscal Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate and the other Agents Fiscal Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office specified office under Condition 1711. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 21.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 7.1 The Trustee Issuer and the CBC may, each with the prior written approval of the DelegateSecurity Trustee, terminate the appointment of any the Calculation Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 forty five (45) calendar days' prior written notice to that effect, provided that, so long as any Certificates are of the Relevant Covered Bonds is outstanding: (a) in the case of a Paying Agent, the : such notice shall not expire less than 45 forty five (45) calendar days before any Periodic Distribution Datedate on which any calculation or payment is due to be made in respect of any Relevant Covered Bonds; and (b) and notice shall be given in accordance with the Conditions to Certificateholders under Condition 17 the holders of the Relevant Covered Bonds at least 30 thirty (30) days before any removal of the removal or appointment of an Calculation Agent. 24.2 7.2 Notwithstanding the provisions of Clause 24.17.1, if at any time (a) an time: the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation liquidation; or (b) in the case of the Calculation Agent, Agent fails duly to perform any function or duty imposed on it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in by the Conditions and this Agreement, the Trustee mayIssuer or the CBC, each with the prior written approval of the DelegateSecurity Trustee, forthwith may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the Certificateholders under Condition 17 holders of the Relevant Covered Bonds in accordance with the Conditions as soon as is practicable. 24.3 7.3 The termination of the appointment of an the Calculation Agent under this Agreement Xxxxxx 7.1 or 7.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Trustee and, where appropriateIssuer, the Principal Paying Agent CBC and the Registrar Security Trustee at least 60 ninety (90) calendar days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Calculation Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Certificateholders under Condition 17. If holders of the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Relevant Covered Bonds in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedConditions. 24.5 7.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 7.1, 7.2and 7.4, so long as any Certificates are of the Relevant Covered Bonds is outstanding, the termination of the appointment of any Agent the calculation agent (whether by the Trustee Issuer, the CBC or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:a successor calculation agent approved in writing by the Security Trustee has been appointed. The Issuer and the CBC agree with the Calculation Agent that if, by the day falling ten (10) calendar days before the expiry of any notice under Clause 7.4, the Issuer and the CBC have not appointed a replacement Calculation Agent approved in writing by the Security Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer and the CBC, to appoint as a successor calculation agent in its place a reputable financial institution of good standing which the Issuer, the CBC and the Security Trustee shall approve. (a) a Principal Paying Agent7.6 Upon its appointment becoming effective, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listingsuccessor calculation agent shall without further action, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as an Agentthe Calculation Agent under this Agreement. 24.7 7.7 If the Principal Paying Agent or any appointment of the other Agents Calculation Agent under this Agreement is terminated (other than whether by the Issuer and the CBC or by the resignation of the Calculation Agent) ), the Calculation Agent shall change its Specified Office, it shall give on the date on which the termination takes effect deliver to the Trusteesuccessor calculation agent any records concerning the Relevant Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A 7.8 Any corporation into which any the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Calculation Agent shall be a party party, or any legal entity corporation to which any the Calculation Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by applicable lawany Applicable Law, be become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith as soon as reasonably possible be given to the Trustee, DIBIssuer, the Delegate andCBC, where appropriate, the Security Trustee and the Principal Paying Agent by the Calculation Agent. 24.11 7.9 Upon any resignation, revocation or giving notice of the intended termination taking effect under Clause 24of the appointment of the Calculation Agent, the relevant Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to provided the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) Security Trustee approves in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderwriting thereto.

TERMINATION OF APPOINTMENT. 24.1 7.1 The Trustee Issuer and the CBC may, each with the prior written approval of the DelegateSecurity Trustee, terminate the appointment of any the Calculation Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 forty five (45) calendar days' prior written notice to that effect, provided that, so long as any Certificates are of the Relevant Covered Bonds is outstanding: (a) in the case of a Paying Agent, the : such notice shall not expire less than 45 forty five (45) calendar days before any Periodic Distribution Datedate on which any calculation or payment is due to be made in respect of any Relevant Covered Bonds; and (b) and notice shall be given in accordance with the Conditions to Certificateholders under Condition 17 the holders of the Relevant Covered Bonds at least 30 thirty (30) days before any removal of the removal or appointment of an Calculation Agent. 24.2 7.2 Notwithstanding the provisions of Clause 24.17.1 above, if at any time (a) an time: the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation liquidation; or (b) in the case of the Calculation Agent, Agent fails duly to perform any function or duty imposed on it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in by the Conditions and this Agreement, the Trustee mayIssuer or the CBC, each with the prior written approval of the DelegateSecurity Trustee, forthwith may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the Certificateholders under Condition 17 holders of the Relevant Covered Bonds in accordance with the Conditions as soon as is practicable. 24.3 7.3 The termination of the appointment of an the Calculation Agent under this Agreement Xxxxxx 7.1 or 7.2 above shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Trustee and, where appropriateIssuer, the Principal Paying Agent CBC and the Registrar Security Trustee at least 60 ninety (90) calendar days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Calculation Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Certificateholders under Condition 17. If holders of the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Relevant Covered Bonds in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedConditions. 24.5 7.5 Notwithstanding the provisions of Clauses 24.1 7.1, 7.2 and 24.2 7.4 above, so long as any Certificates are of the Relevant Covered Bonds is outstanding, the termination of the appointment of any Agent the calculation agent (whether by the Trustee Issuer, the CBC or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:a successor calculation agent approved in writing by the Security Trustee has been appointed. The Issuer and the CBC agree with the Calculation Agent that if, by the day falling ten (10) calendar days before the expiry of any notice under Clause 7.4 above, the Issuer and the CBC have not appointed a replacement Calculation Agent approved in writing by the Security Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer and the CBC, to appoint as a successor calculation agent in its place a reputable financial institution of good standing which the Issuer, the CBC and the Security Trustee shall approve. (a) a Principal Paying Agent7.6 Upon its appointment becoming effective, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listingsuccessor calculation agent shall without further action, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as an Agentthe Calculation Agent under this Agreement. 24.7 7.7 If the Principal Paying Agent or any appointment of the other Agents Calculation Agent under this Agreement is terminated (other than whether by the Issuer and the CBC or by the resignation of the Calculation Agent) ), the Calculation Agent shall change its Specified Office, it shall give on the date on which the termination takes effect deliver to the Trusteesuccessor calculation agent any records concerning the Relevant Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A 7.8 Any corporation into which any the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Calculation Agent shall be a party party, or any legal entity corporation to which any the Calculation Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by applicable lawany Applicable Laws, be become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith immediately be given to the Trustee, DIBIssuer, the Delegate andCBC, where appropriate, the Security Trustee and the Principal Paying Agent by the Calculation Agent. 24.11 7.9 Upon any resignation, revocation or giving notice of the intended termination taking effect under Clause 24of the appointment of the Calculation Agent, the relevant Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to provided the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) Security Trustee approves in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderwriting thereto.

TERMINATION OF APPOINTMENT. 24.1 1. The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 30 days' ’ prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: , (a) in the case of a Paying Agent, the notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for payment in respect of the Notes and (b) notice shall be given pursuant to Certificateholders under Condition 17 at least 30 days the Conditions before the removal or appointment of an Agent. 24.2 2. Notwithstanding the provisions of Clause subclause 24.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the such Agent, in which event notice shall be given to the Certificateholders under Condition 17 Noteholders pursuant to the Conditions as soon as is practicable. 24.3 3. The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 4. All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 45 days' ’ prior written notice to that effect and specifying the date on which its desired resignation shall become effective, provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 30 days before any Periodic Distribution Datedue date for payment in respect of the Notes. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 17Noteholders pursuant to the Conditions. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses subclauses 24.1 or 24.2 above or in accordance with this Clause subclause 24.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standingleading bank with an office in New York). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank with an office in New York to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedFiscal Agent. 24.5 5. Notwithstanding the provisions of Clauses 24.1 subclauses 24.1, 24.2 and 24.2 24.4, so long as any Certificates of the Notes are outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Fiscal Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Fiscal Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriateexcept in the case of resignation of the Principal Paying Agent, the Principal Paying Agent and the Registrar at least 90 60 days' ’ prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: , (ai) in the case of a Paying Agent, the such notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for the payment of any Note or Coupon and (bii) notice shall be given to Certificateholders under Condition 17 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of an any Agent. 24.2 Notwithstanding the provisions of Clause 24.124.1 above, if at any time (a) an time: 24.2.1 any Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a any public officer takes charge or control of the such Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) or; 24.2.2 in the case of the Calculation Principal Paying Agent, it fails in respect of Floating Rate Notes duly to determine the Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Interest Period as provided in the Conditions and this Agreement or fails to fulfil any other obligations under the Conditions or this Agreement, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the such Agent, in which event notice thereof shall be given to the Certificateholders under Condition 17 Noteholders and the Couponholders in accordance with the Conditions as soon as is practicablepracticable thereafter. 24.3 The termination of the appointment of an any Agent under this Agreement shall not entitle the such Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Trustee and, where appropriate, Issuer and (except in the case of resignation of the Principal Paying Agent) the Principal Paying Agent and the Registrar at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an any Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such resignation thereof to the Certificateholders under Condition 17. Noteholders in accordance with the Conditions. 24.5 If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 Clause 24.1, 24.2 or 24.2 above or in accordance with this Clause 24.424.4 above, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee Issuer fails to appoint a successor within such period, period then the Principal Paying Agent or the Registrar, as the case may be, Registrar may select a reputable financial institution of good standing willing to act as Principal Paying Agent or Registrar, as the case may be, hereunder Registrar under this Agreement and the Trustee Issuer shall appoint that bank financial institution as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 24.6 Notwithstanding the provisions of Clauses 24.1 24.1, 24.2 and 24.2 24.4 above, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any Agent (whether by the Trustee Issuer or by the resignation of the such Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) is a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedsuccessor. 24.6 24.7 Any successor Agent appointed hereunder shall execute and deliver to its predecessor, the Trustee, DIB, Issuer and (unless its predecessor is the Delegate and, where appropriate, Principal Paying Agent) the Principal Paying Agent an instrument accepting its such appointment under this Agreementhereunder, and the thereupon such successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the such predecessor with like effect as if originally named as an AgentAgent under this Agreement. 24.7 24.8 If the Principal Paying appointment of any Agent hereunder is terminated (whether by the Issuer or by the resignation of such Agent), such Agent shall on the date on which such termination takes effect deliver to the successor Agent all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent any amounts which may be held by it in respect of the Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other Agents (other than the Calculation Agent) shall change duties or responsibilities under this Agreement. 24.9 If any Agent changes its Specified Officespecified office, it shall give to the Trustee, DIB, the Delegate Issuer and the other Agents Principal Paying Agent (if applicable) not less than 45 days' ’ prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of the noticeprior to such change, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee Noteholders notice of the such change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions specified office in this Clause 24, the Trustee may at any time, subject to consultation accordance with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to timeConditions. 24.10 A Any corporation into which any Agent for the time being may be merged or converted or a any corporation with which the such Agent may be consolidated or a any corporation resulting from a any merger, conversion or consolidation to which the such Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 19.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 60 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 11 at least 30 days before the removal or appointment of an a Paying Agent. 24.2 19.2 Notwithstanding the provisions of Clause 24.1subclause 19.1, if at any time (a) an Agent (i) is in default under this Agreement; or (ii) becomes incapable of acting, ; or (iii) is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 11 as soon as is practicable. 24.3 19.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued duedue and owing to the Agent. 24.4 19.4 All or any of the Agents may resign their respective appointments under this Agreement at any time without assigning any reason for such resignation and without being responsible for any loss or liability (including the costs of appointing any successor agent) incurred by such resignation (other than where such loss is caused by the Agent’s own fraud, negligence or wilful default), by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1711. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 19.1 or 24.2 19.2 above or in accordance with this Clause 24.4subclause 19.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standingleading bank acting through its office in London). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank acting through its office in London to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedFiscal Agent. 24.5 19.5 Notwithstanding the provisions of Clauses 24.1 subclauses 19.1, 19.2 and 24.2 19.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Fiscal Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as the Notes are listed on any Certificates are stock exchange or admitted to listinglisting by any other relevant Authority, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a least one Paying Agent and (which may be the Fiscal Agent) having a Transfer Agent having its specified office in such the place (if any) as may be required by the rules and regulations of such listing authority, stock exchange and/or quotation systemthe relevant Stock Exchange or any other relevant Authority; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB Issuer is incorporated. 24.6 19.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 19.7 If the Principal appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 19.8 If the Fiscal Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate and the other Agents not less than 45 days' prior Fiscal Agent written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office specified office under Condition 1711. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 19.9 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable lawApplicable Law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 25.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar Fiscal Agent, at least 90 60 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: , (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and due date for the payment of interest and (b) notice shall be given to Certificateholders under Condition 17 12 at least 30 days before the removal or appointment of an Agent. 24.2 25.2 Notwithstanding the provisions of Clause 24.1subclause 25.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy bankruptcy, or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law law, or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given by the Issuer to the Certificateholders Noteholders under Condition 17 12 as soon as is practicable. 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 25.3 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and the Guarantor and, where appropriate, the Principal Paying Agent and the Registrar at least Fiscal Agent, upon not less than 60 days' prior written notice to that effect effect, provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1712. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 25.1 or 24.2 25.2 above or in accordance with this Clause 24.4subclause 25.3, the Trustee Issuer shall promptly and in any event within 30 days of receipt of the notice of resignation appoint a successor (being a reputable financial institution of good standingleading bank acting through its office in the United States or London). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or may at the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation expense of the Principal Paying Agent or Issuer petition a court of competent jurisdiction for the Registrar shall be effective until appointment of a successor has been appointedFiscal Agent. 24.5 25.4 Notwithstanding the provisions of Clauses 24.1 subclauses 25.1, 25.2 and 24.2 25.3, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the such Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Fiscal Agent); and (b) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedRegistrar and a Transfer Agent. 24.6 25.5 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Agent Fiscal Agent, an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 25.6 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), such Agent shall (upon payment of its charges hereunder, except for those charges, if any, under a good faith dispute by the Issuer) on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 25.7 If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuer, the Delegate Guarantor and where appropriate, the other Agents Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer, notice of the change and the address of the new Specified Office specified office under Condition 1712. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 25.8 A corporation person into which any Agent for the time being may be merged or converted or a corporation person with which the Agent may be consolidated or a corporation person resulting from a merger, conversion or consolidation to which the Agent shall be a party party, any person to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any legal entity person to which any such Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business business, shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 The Trustee or Dar Al-Arkan may, with the prior written approval of the Delegate, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 18 at least 30 days before the removal or appointment of an Agent. 24.2 Notwithstanding the provisions of Clause 24.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreement, the Trustee or Dar Al-Arkan may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Condition 17 18 as soon as is practicable. 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Trustee, the Delegate, Dar Al-Arkan and, where appropriate, the Principal Paying Agent and the Registrar at least 60 30 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 30 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 20 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 1718. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 so long as any Certificates are outstanding, the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.or

TERMINATION OF APPOINTMENT. 24.1 (1) The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any the Calculation Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 45 calendar days' ’ prior written notice to that effect, provided that, for so long as any Certificates of the Relevant Notes are outstanding: (a) in the case of a Paying Agent, the such notice shall not expire less than 45 calendar days before any Periodic Distribution Datedate upon which any payment is due in respect of any Relevant Notes; and (b) notice shall be given in accordance with Condition 14 to Certificateholders under Condition 17 the holders of the Relevant Notes at least 30 calendar days before prior to any removal of the removal or Calculation Agent; and (c) upon giving notice of the intended termination of the appointment of an the Calculation Agent, the Issuer shall use all reasonable efforts to appoint a further financial institution of good standing as successor Calculation Agent. 24.2 (2) Notwithstanding the provisions of Clause 24.1sub-clause (1) above, if at any time time: (a) an the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Agent it or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation or liquidation; or (b) in the case of the Calculation Agent, Agent fails duly to perform any function or duty imposed upon it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in by the Terms and Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Calculation Agent, in which event notice thereof shall be given to the Certificateholders under holders of the Relevant Notes in accordance with Condition 17 14 as soon as is practicablepracticable thereafter. 24.3 (3) The termination of the appointment pursuant to sub-clause (1) or (2) above of an the Calculation Agent under this Agreement hereunder shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents (4) The Calculation Agent may resign their respective appointments under this Agreement its appointment hereunder at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent and the Registrar Issuer at least 60 90 calendar days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Calculation Agent, the Trustee Issuer promptly shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation thereof to the Certificateholders under Condition 17. If holders of the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Relevant Notes in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedCondition 14. 24.5 (5) Notwithstanding the provisions of Clauses 24.1 sub-clauses (1), (2) and 24.2 (4) above, so long as any Certificates of the Relevant Notes are outstanding, the termination of the appointment of any the Calculation Agent (whether by the Trustee Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry expiration of the relevant notice there is:a successor Calculation Agent has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 calendar days before the expiration of any notice under sub-clause (1) or (4) above, the Issuer has not appointed a replacement Calculation Agent, the Calculation Agent, on behalf of the Issuer, shall be entitled to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing (acting through its principal London Office) which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). (a6) a Principal Paying AgentUpon its appointment becoming effective, a successor Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like effect as if originally named as an Agentthe Calculation Agent hereunder. 24.7 (7) If the Principal Paying Agent or any appointment of the other Agents Calculation Agent hereunder is terminated (other than whether by the Issuer or by the resignation of the Calculation Agent) ), the Calculation Agent shall change its Specified Office, it shall give on the day on which such termination takes effect deliver to the Trusteesuccessor Calculation Agent all records concerning the Relevant Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release), DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17duties or responsibilities hereunder. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation 8) Any entity into which any the Calculation Agent for the time being may be merged or converted converted, or a corporation any entity with which the Calculation Agent may be consolidated consolidated, or a corporation any entity resulting from a any merger, conversion or consolidation to which the Calculation Agent shall be a party party, or any legal entity to which any the Calculation Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust assets, on the date when such merger, consolidation or transfer becomes effective and agency business shall, to the extent permitted by any applicable lawlaws, be shall become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, unless otherwise required by the Issuer, and after the said effective date, all references in this Agreement to this Agreementthe Calculation Agent shall be deemed to be references to such entity. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer forthwith shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, Issuer and the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee Issuer and the Guarantor may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' prior written notice to that effect, effect provided that, that so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 16 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. None of the Agents shall incur responsibility for any loss or liability incurred by such termination where such termination was effected in accordance with this subclause 22.1. 24.2 22.2 Notwithstanding the provisions of Clause 24.1subclause 22.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, Issuer and the Guarantor may with the prior written approval of the Delegate, Trustee forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 16 (Notices) as soon as is practicable. 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Agents may without reason resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer, the Guarantor and, where appropriate, the Principal Paying Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. None of the Paying Agents shall incur responsibility for any loss or liability incurred by such resignation where such resignation was effected in accordance with this subclause 22.4. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1716 (Notices). If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 22.1 or 24.2 22.1(b) above or in accordance with this Clause 24.4subclause 22.4, the Trustee Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)approved by the Trustee. If the Trustee fails Issuer and the Guarantor fail to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank approved by the Trustee to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee Issuer and the Guarantor shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may beAgent. No such removal or resignation of the Principal Paying Agent or the Registrar The Issuer shall be effective until responsible for all costs in relation to replacement of a successor has been appointedfollowing termination, including handover costs. 24.5 22.5 Notwithstanding the provisions of Clauses 24.1 subclauses 22.1 and 24.2 22.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a least one Paying Agent (which may be the Principal Paying Agent) located having its specified office in a European city which so long as the Notes are listed on the Luxembourg Stock Exchange, shall be Luxembourg or such other place as the Commission de Surveillance du Secteur Financier may approve; and (c) a Paying Agent in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee Issuer or DIB the Guarantor is incorporated. 24.6 22.6 Notwithstanding any other provision in this Agreement, if the Issuer determines, in its sole discretion acting reasonably, that it will be required to withhold or deduct any FATCA Withholding in connection with the next scheduled payment and such FATCA Withholding would not have arisen but for an Agent not being or having ceased to be a person to whom payments are free from FATCA Withholding, the Issuer will be entitled, but not obliged, to terminate appointment of the Paying Agent without notice and such termination will be effective from any such time specified in writing to such Agent. 22.7 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 22.8 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 22.9 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuer, the Delegate and Guarantor, the other Agents Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer or, failing the Issuer, the Guarantor notice of the change and the address of the new Specified Office specified office under Condition 1716 (Notices). 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 22.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuer, the Delegate Guarantor, the Trustee and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 (a) The Trustee may, with the prior written approval of the Delegate, Company may terminate the appointment of the Fiscal Agent or any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Fiscal Agent or the Paying Agent whose appointment is concerned and, where appropriatein the case of any Paying Agent other than the Fiscal Agent, the Principal Paying Fiscal Agent and the Registrar at least 90 60 days' ’ prior written notice to that effect, provided that, so long as any Certificates of the Notes are outstanding: , (ai) in the case of a Paying Agent, the such notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for the payment of any Note and (bii) notice shall be given to Certificateholders under Condition 17 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of an the Fiscal Agent or any Paying Agent. 24.2 (b) Notwithstanding the provisions of Clause 24.1subclause (a) above, if at any time (a) an the Fiscal Agent or any Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or payor meet its debts as they may mature or suspends payment of its debtsthereof, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a any public officer takes charge or control of the such Fiscal Agent or Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Company may forthwith without notice terminate the appointment of such Fiscal Agent or Paying Agent, as the Agentcase may be, in which event notice thereof shall be given to the Certificateholders under Condition 17 Noteholders in accordance with the Conditions as soon as is practicablepracticable thereafter. 24.3 (c) The termination of the appointment of an the Fiscal Agent under this Agreement or any Paying Agent hereunder shall not entitle the such Fiscal Agent or Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All (d) The Fiscal Agent or all or any of the Paying Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Trustee and, where appropriate, Company and (except in the Principal Paying case of resignation of the Fiscal Agent) the Fiscal Agent and the Registrar at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Fiscal Agent or any Paying Agent, the Trustee Company shall promptly, and in but no later than 10 days prior to the expiration of any event not less than 30 days before resignation of the resignation takes effectFiscal or Paying Agent, give notice of such resignation thereof to the Certificateholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Noteholders in accordance with this Clause 24.4, the Trustee shall promptly Conditions. The Fiscal Agent and in any event within 30 days Paying Agent may appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying replacement Fiscal Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation on behalf of the Principal Paying Agent or Company, if the Registrar shall be effective until a successor Company has been appointednot already done so. 24.5 (e) Notwithstanding the provisions of Clauses 24.1 subclauses (a), (b), (c) and 24.2 (d) above, so long as any Certificates of the Notes are outstanding, the termination of the appointment of any Paying Agent (whether by the Trustee Company or by the resignation of the such Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: is (ai) a Principal Paying Agent, a Calculation Fiscal Agent and (ii) at least one Paying Agent with a Registrar (which may be the same entity); (b) specified office in a European city which, so long as any Certificates the Notes are admitted to listinglisted on the Luxembourg Stock Exchange, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times shall be a Paying Agent and a Transfer Agent having its specified office in Luxembourg or such other place (if any) as may be required approved by the rules of such listing authority, stock exchange and/or quotation system; andLuxembourg Stock Exchange. (cf) a Any successor Fiscal Agent or Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent appointed hereunder shall execute and deliver to its predecessor, the Trustee, DIBCompany, the Delegate andGuarantor and (unless its predecessor is the Fiscal Agent) the Fiscal Agent, where appropriate, the Principal Paying Agent an instrument accepting its such appointment under this Agreementhereunder, and the thereupon such successor Fiscal Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the such predecessor with like effect as if originally named as an AgentFiscal Agent or a Paying Agent under this Agreement. 24.7 (g) If the Principal appointment of the Fiscal Agent or any Paying Agent hereunder is terminated (whether by the Company or by the resignation of such Fiscal Agent or Paying Agent), such Fiscal Agent or Paying Agent shall on the date on which such termination takes effect deliver to the Fiscal Agent or the successor Fiscal Agent all Notes surrendered to it but not yet destroyed and shall deliver to such successor Paying Agent (or if none, the Fiscal Agent) all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Fiscal Agent or Paying Agent (or, if none, to the Fiscal Agent) the amounts held by it in respect of Notes which have become due and payable but which have not been paid, but shall have no other duties or responsibilities under this Agreement. (h) If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change Paying Agent changes its Specified Officespecified office, it shall give to the Trustee, DIB, the Delegate Company and the other Agents Fiscal Agent (if applicable), not less than 45 days' prior ’ written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of the noticeprior to such change, the Principal Paying Fiscal Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee Noteholders notice of the such change and the address of the new Specified Office under Condition 17specified office in accordance with the Conditions. The Company reserves the right to approve any change in the specified office of any Paying Agent. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agenti) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A Any corporation into which the Fiscal Agent or any Paying Agent for the time being may be merged or converted or a any corporation with which the such Fiscal Agent or Paying Agent may be consolidated or a any corporation resulting from a any merger, conversion or consolidation to which the such Fiscal Agent or Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable lawlaw (including United States federal income tax laws), be the successor Fiscal Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, Company and the Delegate Noteholders in accordance with the Conditions and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' 60 days prior written notice to that effect, effect provided that, that so long as any Certificates are of the Securities is outstanding: (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) 22.1.2 notice shall be given to Certificateholders under Condition 17 12 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.1sub-clause 22.1, if at any time (a) time: 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) liquidation; or 22.2.2 in the case of the Calculation AgentAgent Bank, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period and/or publish the Calculations as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Condition 17 as soon as is practicable., 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Securityholders under Condition 1712 (Notices). If the Principal Paying Agent or the Registrar Agent Bank shall resign or be removed pursuant to Clauses 24.1 sub- clauses 22.1 or 24.2 22.2 above or in accordance with this Clause 24.4sub-clause 22.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)in accordance with sub-clause 22.1. If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, Agent Bank may select (at the cost of the Issuer) a reputable financial institution of good standing leading bank approved by the Trustee to act as Principal Paying Agent or Registrar, as the case may be, Agent Bank hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedBank. 24.5 22.5 Notwithstanding the provisions of Clauses 24.1 sub-clauses 22.1, 22.2 and 24.2 22.4, so long as any Certificates are of the Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 7.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any the Calculation Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 45 days' prior written notice to that effect, provided that, so long as any Certificates are of the Relevant Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedate on which any calculation is due to be made in respect of any Relevant Notes; and (b) notice shall be given in accordance with the Conditions to Certificateholders under Condition 17 the holders of the Relevant Notes at least 30 days before any removal of the removal or appointment of an Calculation Agent. 24.2 7.2 Notwithstanding the provisions of Clause 24.1sub-clause 7.1, if at any time time: (a) an the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation or liquidation; or (b) in the case of the Calculation Agent, Agent fails duly to perform any function or duty imposed on it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in by the Conditions and this Agreement, the Trustee mayIssuer, with the prior written approval of the DelegateTrustee (such approval not to be unreasonably withheld or delayed), forthwith may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the Certificateholders under Condition 17 holders of the Relevant Notes in accordance with the Conditions as soon as is practicable. 24.3 7.3 The termination of the appointment of an the Calculation Agent under this Agreement sub-clause 7.1 or 7.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement (for any reason whatsoever but without any obligation to give any reason therefor) at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent Issuer and the Registrar Trustee at least 60 45 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Calculation Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, as soon as reasonably practicable give notice of such the resignation to the Certificateholders under Condition 17. If holders of the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Relevant Notes in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedConditions. 24.5 7.5 Notwithstanding the provisions of Clauses 24.1 sub-clauses 7.1, 7.2 and 24.2 7.4, so long as any Certificates are of the Relevant Notes is outstanding, the termination of the appointment of any the Calculation Agent (whether by the Trustee Issuer or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a successor Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office approved in such place (if any) as may be required writing by the rules Trustee has been appointed. The Issuer agrees with the Calculation Agent that if, by the day falling 10 days before the expiry of such listing authorityany notice under sub-clause 7.4, stock exchange and/or quotation system; and (c) the Issuer has not appointed a Paying replacement Calculation Agent (which may be the Principal Paying Agent) located approved in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, writing by the Trustee, DIBthe Calculation Agent shall be entitled, on behalf of the Issuer, to appoint as a successor Calculation Agent in its place a reputable financial institution of good standing. Upon its resignation, the Delegate and, where appropriate, the Principal Paying Calculation Agent an instrument accepting shall be discharged of and from any and all further obligations arising in connection with this Agreement. 7.6 Upon its appointment under this Agreementbecoming effective, and the a successor AgentCalculation Agent shall without further action, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as an Agentthe Calculation Agent under this Agreement. 24.7 7.7 If the Principal Paying Agent or any appointment of the other Agents Calculation Agent under this Agreement is terminated (other than whether by the Issuer or by the resignation of the Calculation Agent) ), the Calculation Agent shall change its Specified Office, it shall give on the date on which the termination takes effect deliver to the Trusteesuccessor Calculation Agent any records concerning the Relevant Notes maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A 7.8 Any corporation into which any the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Calculation Agent shall be a party party, or any legal entity corporation to which any the Calculation Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by applicable lawany Applicable Laws, be become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith immediately be given to the Trustee, DIBIssuer, the Delegate and, where appropriate, Trustee and the Principal Paying Agent (as defined in the Conditions) by the Calculation Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 247.9 Notwithstanding anything in this Agreement to the contrary, the relevant Agent, shall: (a) Calculation Agent shall not be released and discharged from its obligations responsible or liable for any delay or failure to perform under this Agreement or for any Losses, Expenses or Liabilities resulting, in whole or in part, from or caused by any event beyond the reasonable control of the Calculation Agent including without limitation: strikes, work stoppages, acts of war, terrorism, acts of God, governmental actions, exchange or currency controls or restrictions, devaluations or fluctuations, interruption, loss or malfunction of utilities, communications or any computer (save that it shall remain entitled to software or hardware) services, the benefit application of and subject to Clause 20, Clause 22 and Clause 24); and (b) any law or regulation in effect now or in the case future, or any event in the country in which the relevant duties under this Agreement are performed, (including, but not limited to, nationalisation, expropriation or other governmental actions, regulation of any relevant Paying Agentthe banking or securities industry, deliver to sanctions imposed at national or international level or market conditions) which may affect, limit, prohibit or prevent the Trustee and to its successor a copy, certified as true and up to date by an officer performance in full or authorised signatory in part of such Paying Agentduties until such time as such law, of regulation or event shall no longer affect, limit, prohibit or prevent such performance (in full or in part) and in no event shall the records maintained Calculation Agent be obliged to substitute another currency for a currency whose transferability, convertibility or availability has been affected, limited, prohibited or prevented by it in accordance with Clause 18; and (c) in the case of the Registrarsuch law, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer regulation or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderevent.

TERMINATION OF APPOINTMENT. 24.1 21.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 60 days' ’ prior written notice to that effect, effect provided that, that so long as any Certificates are of the Securities is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of principal or interest; and (b) notice shall be given to Certificateholders under Condition 17 11 at least 30 days before the removal or appointment of an Agent. 24.2 21.2 Notwithstanding the provisions of Clause 24.121.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, Issuer may with the prior written approval of the Delegate, Trustee forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders Holders under Condition 17 11 as soon as is practicable. 24.3 21.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 21.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are Securities is outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of principal or interest. Following receipt of a notice of resignation from an Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Holders under Condition 1711. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 21.1 or 24.2 21.2 above or in accordance with this Clause 24.421.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)approved by the Trustee. If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank approved by the Trustee to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedAgent. 24.5 21.5 Notwithstanding the provisions of Clauses 24.1 21.1, 21.2 and 24.2 21.4, so long as any Certificates are of the Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Calculation Agent; (c) a Paying Agent and a Transfer Agent having its specified office in such place London; (if anyd) so long as may be required the Securities are listed on any other stock exchange or admitted to listing by the rules of such listing any other relevant authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located having its specified office in such place as may be required by the rules and regulations of the relevant stock exchange or authority; and (e) a Paying Agent in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB Issuer is incorporated. 24.6 21.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 21.7 If the appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Principal Paying Agent) all Securities and Coupons surrendered to it but not yet destroyed and all records concerning the Securities and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Securities or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 21.8 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuer, the Delegate and Trustee and, where appropriate, the other Agents Principal Paying Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Agent shall give to the Certificateholders Holders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office specified office under Condition 1711. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 21.9 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith as soon as reasonably practicable be given by such successor to the Trustee, DIBIssuer, the Delegate Trustee and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' 60 days prior written notice to that effect, effect provided that, that so long as any Certificates are of the Securities is outstanding: (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) 22.1.2 notice shall be given to Certificateholders under Condition 17 12 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.1sub-clause 22.1, if at any time (a) time: 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) liquidation; or 22.2.2 in the case of the Calculation AgentAgent Bank, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period and/or publish the Calculations as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Condition 17 as soon as is practicable., 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 17less 1. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, Agent Bank may select (at the cost of the Issuer) a reputable financial institution of good standing leading bank approved by the Trustee to act as Principal Paying Agent or Registrar, as the case may be, Agent Bank hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedBank. 24.5 22.5 Notwithstanding the provisions of Clauses 24.1 sub-clauses 22.1, 22.2 and 24.2 22.4, so long as any Certificates are of the Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 20.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar Fiscal Agent, at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 at least 15 not less than 30 days days, nor more than 45 days, before the removal or appointment of an a Paying Agent. 24.2 20.2 Notwithstanding the provisions of Clause 24.1subclause 20.1, if at any time (a) an a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 15 as soon as is practicable. 24.3 20.3 The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 20.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are Notes is outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders (through the Fiscal Agent) under Condition 1715. If the Principal any Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 20.1 or 24.2 20.2 above or in accordance with this Clause 24.4subclause 20.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)successor. If the Trustee Issuer fails to appoint a successor within such period, the Principal relevant Paying Agent or the Registrar, as the case may be, may select a reputable financial institution leading bank (which, in the case of good standing the Fiscal Agent, shall be a leading bank acting through its office in London) to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedAgent. 24.5 20.5 Notwithstanding the provisions of Clauses 24.1 subclauses 20.1, 20.2 and 24.2 20.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Fiscal Agent, a Calculation Agent and a Registrar (which may be the same entity);; and (b) at least one Paying Agent having a specified office in a city in western Europe which, so long as any Certificates the Notes are admitted to listinglisted on the Luxembourg Stock Exchange, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedLuxembourg. 24.6 20.6 Any successor Paying Agent shall execute and deliver to its predecessor, the TrusteeIssuer, DIB, the Delegate and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an a Paying Agent. 24.7 20.7 If the Principal appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 20.8 If the Fiscal Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate and the other Agents Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office specified office under Condition 1715. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 20.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 ‌ 25.1 The Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar Fiscal Agent, at least 90 45 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in specifying the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 at least 30 days before date when the removal or appointment of an Agent.shall become effective.‌ 24.2 25.2 Notwithstanding the provisions of Clause 24.125.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders holders of the Capital Securities under Condition 17 14 as soon as is practicable. 24.3 25.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.‌‌ 24.4 All or any of the Agents 25.4 Any Agent may resign their respective appointments under this Agreement its appointment at any time by giving to the Trustee Issuer, the Guarantor and, where appropriate, the Principal Paying Agent and the Registrar Fiscal Agent, at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer or the Guarantor of a Paying successor Agent, so long as any then each of the Certificates are outstandingIssuer and the Guarantor agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the notice Issuer or the Guarantor has not appointed a successor Agent then such Agent shall be entitled, on behalf of each of the Issuer and the Guarantor, to appoint in its place as a successor Agent a reputable financial institution of good standing which each of the Issuer and the Guarantor shall approve (such approval to not expire less than 45 days before any Periodic Distribution Datebe unnecessarily withheld or delayed). Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders holders of the Capital Securities under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed14. 24.5 25.5 Notwithstanding the provisions of Clauses 24.1 25.1, 25.2 and 24.2 25.4, so long as any Certificates are of the Capital Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar (in the case of the Registrar, with a specified office outside of the United Kingdom); and (b) with effect from the day prior to the U.S. Securities Determination Date prior to the First Reset Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and (c) so long as the Capital Securities are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the same entity);Fiscal Agent) and a Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (bd) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its with a specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedEurope. 24.6 25.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 25.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or any by the resignation of the other Agents relevant Agent), such Agent shall on the date on which the termination takes effect deliver to its successor Agent (other than or, if none, the Calculation Fiscal Agent) shall change all Capital Securities surrendered to it but not yet destroyed and all records concerning the Capital Securities maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its Specified Officesuccessor Agent (or, it shall give if none, to the TrusteeFiscal Agent) the amounts (if any) held by it in respect of Capital Securities which have become due and payable but which have not been presented for payment, DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 25.8 Notwithstanding any of the provisions in this Clause 2425, each of the Trustee Issuer and the Guarantor may at any time, subject to consultation with the Agent, time without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines Issuer or the Guarantor determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates Capital Securities and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates Capital Securities under Condition 17 14 as soon as is practicable. 24.9 None of 25.9 If the parties to this Agreement are permitted to assign Fiscal Agent or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties Agents shall change its specified office, it shall give to this Agreementthe Issuer, provided however the Guarantor and, where appropriate, the Fiscal Agent not less than 60 days' prior written notice to that each effect giving the address of the Agents may transfer its rights new specified office. As soon as practicable thereafter and obligations under this Agreement in any event at least 30 days before the change, the Fiscal Agent shall give to any other member the holders of the DB Group without such consent. For Capital Securities on behalf of and at the purposes expense of this Clause 24.9the Issuer or, DB Group means Deutsche Bank AG failing the Issuer, the Guarantor notice of the change and any the address of its associated companies, branches and subsidiary undertakings from time to timethe new specified office under Condition 14. 24.10 25.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any legal entity corporation to which any such Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business business, shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it 25.11 Each Party shall remain entitled provide to the benefit other documentation or information required to comply with Applicable Law unless such information is not reasonably available or cannot be obtained or would constitute a breach of and subject to Clause 20Applicable Law, Clause 22 and Clause 24); and (b) in the case fiduciary duty or duty of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderconfidentiality.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 12 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 . Notwithstanding the provisions of Clause 24.1subclause 22.1, if at any time (ai) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation liquidation; or (bii) in the case of the Calculation AgentAgent Bank, it fails duly to determine the Floating Rate of Interest, Interest Amount and/or Step-Up Interest Period Interest Payment Date in respect of any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Step-Up Interest Period as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of the appointment of the Agent Bank) notice shall be given to the Certificateholders Noteholders under Condition 17 12 (Notices) as soon as is practicable. 24.3 22.2 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.‌ 24.4 22.3 All or any of the Paying Agents or Agent Xxxx may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstandingNotes is outstanding and in definitive form, the notice shall not not, in the case of a Paying Agent, expire less than 45 days before any Periodic Distribution Interest Payment Date. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor 12 (being a reputable financial institution of good standingNotices). If the Trustee fails to appoint a successor within such period, the Principal Paying Fiscal Agent resigns or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 so long as any Certificates are outstanding, the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it removed pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.subclauses 22.1 or

TERMINATION OF APPOINTMENT. 24.1 23.1 The Trustee Issuers and the Guarantors may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' ’ prior written notice to that effect, effect provided that, that so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 at least 30 days before the removal or appointment of an a Paying Agent. 24.2 23.2 Notwithstanding the provisions of Clause 24.1subclause 23.1, if at any time (a) an a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with Issuers and/or the prior written approval of the Delegate, Guarantors may forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 as soon as is practicable. 24.3 23.3 The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 23.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuers, the Guarantors and, where appropriate, the Principal Paying Agent and the Registrar at least 60 90 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are Notes is outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuers or, failing the Issuers, the Guarantors shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 23.1 or 24.2 23.2 above or in accordance with this Clause 24.4subclause 23.4, the Trustee Issuers and the Guarantors shall promptly and in any event within 30 days appoint a successor approved by the Trustee (being a reputable financial institution of good standingsuch approval not to be unreasonably withheld or delayed). If the Trustee fails Issuers and the Guarantors fail to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank approved by the Trustee (such approval not to be unreasonably withheld or delayed) to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee Issuers and the Guarantors shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedAgent. 24.5 23.5 Notwithstanding the provisions of Clauses 24.1 subclauses 23.1, 23.2 and 24.2 23.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuers and the Guarantors or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) Paying Agents having specified offices in at least two major European cities approved by the Trustee (including London, so long as any Certificates the Notes are listed on the Official List of the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Xxx 0000 and admitted to trading on the London Stock Exchange plc’s market for listed securities and Dublin (or such other place as the Irish Stock Exchange may approve), so long as the Notes are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules official list of such listing authority, stock exchange and/or quotation systemthe Irish Stock Exchange); and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other than European Union Directive implementing the jurisdiction conclusions of the ECOFIN Council meeting of 26th-27th November, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in which the Trustee or DIB is incorporatedorder to conform to, such Directive. 24.6 23.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuers, the Delegate Guarantors and, where appropriate, the Principal Paying Agent an instrument accepting its the appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an a Paying Agent. 24.7 23.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuers and the Guarantors or by the resignation of the Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.8 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuers, the Delegate and Guarantors, the other Agents Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new Specified Officespecified office which shall be in the same city and stating the date on which such change is to take effect. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of Issuers or, failing the Trustee Issuers, the Guarantors notice of the change and the address of the new Specified Office specified office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 23.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business (a successor corporation) shall, to the extent permitted by applicable law, be become the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, provided always that where not so permitted by applicable law, such successor corporation shall execute an instrument accepting the appointment under this Agreement pursuant to clause 23.6. Notice Written notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuers, the Delegate Guarantors, the Trustee and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding:at (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) 22.1.2 notice shall be given to Certificateholders under Condition 17 11 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.1sub-clause 22.1, if at any time (a) time: 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) liquidation; or 22.2.2 in the case of the Calculation AgentAgent Bank, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period and/or publish the Calculations as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Condition 17 as soon as is practicable., 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Securityholders under Condition 1711 (Notices). If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)to 1. If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank approved by the Trustee to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedAgent. 24.5 22.5 Notwithstanding the provisions of Clauses 24.1 sub-clauses 22.1, 22.2 and 24.2 22.4, so long as any Certificates are of the Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) 22.5.1 a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) 22.5.2 so long as the Securities are listed on any Certificates are stock exchange or admitted to listing, trading and/or quotation on by any listing relevant authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and with a Transfer Agent having its specified office in such place (if any) as may be required by the rules and regulations of such listing authority, the relevant stock exchange and/or quotation system; andor other relevant authority; (c) 22.5.3 a Paying Agent (which may be in a Member State of the Principal European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive; 22.5.4 a Paying Agent) located Agent in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB Issuer is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 7.1 The Trustee Issuer and the CBC may, each with the prior written approval of the DelegateSecurity Trustee, terminate the appointment of any the Calculation Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 forty five (45) calendar days' prior written notice to that effect, provided that, so long as any Certificates are of the Relevant Covered Bonds is outstanding: (a) in the case of a Paying Agent, the : such notice shall not expire less than 45 forty five (45) calendar days before any Periodic Distribution Datedate on which any calculation or payment is due to be made in respect of any Relevant Covered Bonds; and (b) and notice shall be given in accordance with the Conditions to Certificateholders under Condition 17 the holders of the Relevant Covered Bonds at least 30 thirty (30) days before any removal of the removal or appointment of an Calculation Agent. 24.2 7.2 Notwithstanding the provisions of Clause 24.17.1, if at any time (a) an time: the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation liquidation; or (b) in the case of the Calculation Agent, Agent fails duly to perform any function or duty imposed on it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in by the Conditions and this Agreement, the Trustee mayIssuer or the CBC, each with the prior written approval of the DelegateSecurity Trustee, forthwith may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the Certificateholders under Condition 17 holders of the Relevant Covered Bonds in accordance with the Conditions as soon as is practicable. 24.3 7.3 The termination of the appointment of an the Calculation Agent under this Agreement Clause 7.1 or 7.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents 7.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Trustee and, where appropriateIssuer, the Principal Paying Agent CBC and the Registrar Security Trustee at least 60 ninety (90) calendar days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Calculation Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Certificateholders under Condition 17. If holders of the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Relevant Covered Bonds in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedConditions. 24.5 7.5 Notwithstanding the provisions of Clauses 24.1 7.1, 7.2 and 24.2 7.4, so long as any Certificates are of the Relevant Covered Bonds is outstanding, the termination of the appointment of any Agent the calculation agent (whether by the Trustee Issuer, the CBC or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:a successor calculation agent approved in writing by the Security Trustee has been appointed. The Issuer and the CBC agree with the Calculation Agent that if, by the day falling ten (10) calendar days before the expiry of any notice under Clause 7.4, the Issuer and the CBC have not appointed a replacement Calculation Agent approved in writing by the Security Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer and the CBC, to appoint as a successor calculation agent in its place a reputable financial institution of good standing which the Issuer, the CBC and the Security Trustee shall approve. (a) a Principal Paying Agent7.6 Upon its appointment becoming effective, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listingsuccessor calculation agent shall without further action, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as an Agentthe Calculation Agent under this Agreement. 24.7 7.7 If the Principal Paying Agent or any appointment of the other Agents Calculation Agent under this Agreement is terminated (other than whether by the Issuer and the CBC or by the resignation of the Calculation Agent) ), the Calculation Agent shall change its Specified Office, it shall give on the date on which the termination takes effect deliver to the Trusteesuccessor calculation agent any records concerning the Relevant Covered Bonds maintained by it (except those documents and records which it is obliged by law or regulation to retain or not to release), DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A 7.8 Any corporation into which any the Calculation Agent for the time being may be merged or converted converted, or a any corporation with which the Calculation Agent may be consolidated consolidated, or a any corporation resulting from a any merger, conversion or consolidation to which the Calculation Agent shall be a party party, or any legal entity corporation to which any the Calculation Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business assets shall, on the date when the merger, consolidation or transfer becomes effective and to the extent permitted by applicable lawany Applicable Law, be become the successor Calculation Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement, unless otherwise required by the Issuer and the CBC, and after the said effective date all references in this Agreement to the Calculation Agent shall be deemed to be references to such successor corporation. Notice Written notice of any such merger, conversion conversion, consolidation or consolidation transfer shall forthwith as soon as reasonably possible be given to the Trustee, DIBIssuer, the Delegate andCBC, where appropriate, the Security Trustee and the Principal Paying Agent by the Calculation Agent. 24.11 7.9 Upon any resignation, revocation or giving notice of the intended termination taking effect under Clause 24of the appointment of the Calculation Agent, the relevant Issuer shall use all reasonable efforts to appoint a reputable financial institution of good standing as successor Calculation Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to provided the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) Security Trustee approves in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderwriting thereto.

TERMINATION OF APPOINTMENT. 24.1 ‌ 21.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 45 days' prior written notice to that effect, effect provided that, that so long as any Certificates are outstanding: (a) of the Notes is outstanding in the case of a Paying Agent, the notice shall not expire less than 45 30 days before any Periodic Distribution Date; anddue date for the payment of interest.‌ (b) notice shall be given to Certificateholders under Condition 17 at least 30 days before the removal or appointment of an Agent. 24.2 21.2 Notwithstanding the provisions of Clause 24.1subclause 21.1, if at any time (a) an a Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or bankruptcy, makes an assignment for the benefit of its creditors or creditors, consents to the appointment of an administratora receiver, liquidator or administrative administrator or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or similar official of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if a resolution is passed or an order made for the winding up or dissolution of any a Paying Agent, a receiver, administrator or other similar official of such Paying Agent or all or a substantial part of its property is appointed, a court order is entered approving any a petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law law, or if a public officer takes charge or control of the a Principal Paying Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, Issuer may with the prior written approval of the Delegate, Trustee forthwith without notice terminate the appointment of the such Paying Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 12 (Notices) as soon as is practicable. 24.3 21.3 The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.‌ 24.4 21.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstandingNotes is outstanding and in definitive form, the notice shall not expire less than 45 30 days before any Periodic Distribution Interest Payment Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 21.1 or 24.2 21.2 above or in accordance with this Clause 24.4subclause 21.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)approved by the Trustee. If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Agent or shall be entitled, on behalf of the RegistrarIssuer, to appoint in its place as the case may be, may select a successor Principal Paying Agent a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and which the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedapprove. 24.5 21.5 Notwithstanding the provisions of Clauses 24.1 subclauses 21.1, 21.2 and 24.2 21.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity);Agent;‌ (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located having its Specified Office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; and (c) a Paying Agent in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB Issuer is incorporated. 24.6 21.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an a Paying Agent. 24.7 21.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 21.8 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIBIssuer, the Delegate and Trustee and, where appropriate, the other Agents Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office under Condition 1712 (Notices). 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 21.9 A corporation into which any Paying Agent for the time being may be merged or converted or a corporation with which the Paying Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable lawApplicable Law, be the successor Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuer, the Delegate Trustee and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 days' ’ prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 15 at least 30 days before the removal or appointment of an Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.122.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Noteholders in accordance with Condition 17 15 as soon as is practicable. 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued and due. 24.4 22.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' ’ prior written notice to that effect provided thatwhereupon on the expiry of such 90 day period, in such appointment shall automatically be terminated subject to the case provisions of a Paying Agent, so long as any of this Agreement and the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution DateConditions. Following receipt of a notice of resignation from an Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Noteholders in accordance with Condition 1715. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above Clause 22.1or 22.2 or in accordance with this Clause 24.4clause 22.4, the Trustee Issuer shall promptly and in any event within 30 days of the date of any written notice given pursuant to Clause 22.1, 22.2 or 22.4 appoint a successor (being a reputable leading bank acting through its office in a major financial institution of good standingcentre in the European Union). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select a reputable leading bank acting through its office in a major financial institution of good standing centre in Western Europe to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint be deemed to have appointed that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedFiscal Agent. 24.5 22.5 Notwithstanding the provisions of Clauses 24.1 22.1, 22.2 and 24.2 22.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless unless, upon the expiry of the relevant notice notice, there is: /are (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar Registrar; (b) at least one Paying Agent and Transfer Agent (which may be the same entity); Fiscal Agent) having its specified office in a major financial centre in Western Europe (b) which for so long as any Certificates the Notes are admitted to listinglisted on the Irish Stock Exchange and the rules of such exchange so require, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times shall be Ireland) and (iii) a Paying Agent and a Transfer Agent having its with a specified office in a European Union member state that will not be obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedDirective. 24.6 22.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 22.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 22.8 If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate and the other Agents Fiscal Agent not less than 45 days' ’ prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter thereafter, and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office under specified office in accordance with Condition 1715. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 22.9 A corporation into which any Agent for the time being may be merged merged, converted, consolidated or converted or a corporation with to which the Agent may be consolidated or a corporation resulting business of such agent is transferred which results from a merger, conversion conversion, consolidation or consolidation transfer of business to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion conversion, consolidation or consolidation transfer of business shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 21.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 30 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: , (a) in the case of a Paying Agent, the notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for the payment of interest and (b) notice shall be given to Certificateholders under Condition 17 12 at least 30 10 days before the removal or appointment of an Agent.Agent.‌ 24.2 21.2 Notwithstanding the provisions of Clause 24.1clause 21.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 12 as soon as is practicable. 24.3 21.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 21.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates Notes are outstandingoutstanding and in definitive form, the notice shall not expire less than 45 60 days before any Periodic Distribution Interest Payment Date. Following receipt of a notice of resignation from an Agent, the Trustee Issuer shall promptly, and in any event not less than 30 10 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1712. If the Principal Paying Fiscal Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 clauses 21.1 or 24.2 21.2 above or in accordance with this Clause 24.4clause 21.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standingleading bank acting through its office in London). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Fiscal Agent or the Registrar, as the case may be, may select (following consultation with the Issuer) a reputable financial institution of good standing leading bank to act as Principal Paying Fiscal Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Fiscal Agent or the successor Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 21.5 Notwithstanding the provisions of Clauses 24.1 clauses 21.1, 21.2 and 24.2 21.4, so long as any Certificates of the Notes are outstanding, the termination of the appointment of any Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Fiscal Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as the Notes are listed on any Certificates are stock exchange or admitted to listing, trading and/or quotation on listing by any listing other relevant authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Fiscal Agent) located having a specified office in the place required by the rules and regulations of the relevant stock exchange or any other relevant authority; (c) a Paying Agent in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB Issuer is incorporated; and (d) a Registrar. 24.6 21.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 21.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the relevant Agent), such Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Certificates surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of any Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 21.8 If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate Issuer and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office under Condition 1712. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 21.9 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 45 days' prior written notice to that effect, provided that, so long as any Certificates are of the Capital Securities is outstanding: , (a) in the case of a Paying Agent, the notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for payments of principal and interest and (b) notice shall be given to Certificateholders under Condition 17 at least 15 (Notices) not less than 30 days before the removal or appointment of an Agent. 24.2 Notwithstanding the provisions of Clause 24.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders holders of the Capital Securities under Condition 17 15 (Notices) as soon as is practicable. 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents Any Agent may resign their respective appointments under this Agreement its appointment at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent Issuer and the Registrar Fiscal Agent at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer of a Paying successor Agent, so long as then the Issuer agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then such Agent shall be entitled, on behalf of the Certificates are outstandingIssuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which the notice Issuer shall approve (such approval shall not expire less than 45 days before any Periodic Distribution Datebe unreasonably withheld). Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 nor more than 45 days before the resignation takes effect, give notice of such resignation to the Certificateholders holders of the Capital Securities under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor 15 (being a reputable financial institution of good standingNotices). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 24.1, 24.2 and 24.2 24.4, so long as any Certificates are of the Capital Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar (which may be the same entity);Registrar; and (b) with effect from the U.S. Securities Determination Date prior to the First Reset Date, and so long as any Certificates Capital Securities remain outstanding thereafter, there will be a Calculation Agent; (c) so long as the Capital Securities are listed on any stock exchange or admitted to listing, trading and/or quotation on listing by any listing other relevant authority, a Paying Agent and a Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange and/or quotation system, or other relevant authority; and (d) there will at all times be a Paying Agent and a Transfer Agent having its with a specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedEurope. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or any by the resignation of the other Agents relevant Agent), such Agent shall on the date on which the termination takes effect deliver to its successor Agent (other than or, if none, the Calculation Fiscal Agent) shall change all Capital Securities surrendered to it but not yet destroyed and all records concerning the Capital Securities maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its Specified Officesuccessor Agent (or, it shall give if none, to the TrusteeFiscal Agent) the amounts (if any) held by it in respect of Capital Securities which have become due and payable but which have not been presented for payment, DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee Issuer may at any time, subject to consultation with the Agent, time without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 10 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines Issuer determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates Capital Securities and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, be a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates Capital Securities under Condition 17 15 (Notices) as soon as is practicable. 24.9 None of If the parties to this Agreement are permitted to assign Fiscal Agent or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties Agents shall change its specified office, it shall give to this Agreementthe Issuer and, provided however where appropriate, the Fiscal Agent not less than 60 days' prior written notice to that each effect giving the address of the Agents may transfer its rights new specified office. As soon as practicable thereafter and obligations under this Agreement in any event at least 30 days before the change, the Fiscal Agent shall give to any other member the holders of the DB Group without such consent. For Capital Securities on behalf of and at the purposes expense of this Clause 24.9, DB Group means Deutsche Bank AG the Issuer notice of the change and any the address of its associated companies, branches and subsidiary undertakings from time to timethe new specified office under Condition 15 (Notices). 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any legal entity corporation to which any such Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business business, shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 16 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.1subclause 22.1, if at any time time: (a) an A Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or liquidation; or (b) in the case of the Calculation Agent, it fails to determine the Reset Rate of Interest, Interest Amount and/or Interest Payment Date in respect of any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Reset Interest Period as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given by the Issuer to the Certificateholders Noteholders under Condition 17 16 (Notices) as soon as is practicable. 24.3 22.3 The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Paying Agents may resign (without liability for doing so other than as may be provided under Clause 18 (Indemnity)) their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1716 (Notices). If the Principal Paying Fiscal Agent or the Registrar shall resign (without liability for doing so other than as may be provided under Clause 18 (Indemnity)) or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 so long as any Certificates are outstanding, the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.subclauses 22.1 or

TERMINATION OF APPOINTMENT. 24.1 16.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any an Agent at any time and/or appoint additional or other Agents by giving to the that Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 30 days' prior written notice to that effect, provided that, so long as any Certificates are Sub-Series of Notes is outstanding: (a) in the case of a Paying Agent, the 16.1.1 such notice shall not expire less than 45 10 days before any Periodic Distribution Datedate upon which any payment is due in respect of that Sub-Series of Notes and such notice shall be deemed to be extended accordingly; and (b) 16.1.2 notice shall be given in accordance with the Terms and Conditions, to Certificateholders under Condition 17 the holders of each Sub-Series of Notes at least 30 days before prior to any removal of the removal or appointment of an Agent. 24.2 16.2 Notwithstanding the provisions of Clause 24.116.1 above, if at any time (a) time 16.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt placed in liquidation or insolventunder curatorship, or files a voluntary petition in bankruptcy business rescue, whether provisionally or finally, or is voluntarily wound up either by its members or creditors whether provisionally or finally or makes an assignment for the benefit of its creditors or consents to the appointment of an administratorof, liquidator a liquidator, curator, or administrative or other receiver business rescue practitioner of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an any order of any court is entered made approving any petition filed application brought by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public any officer takes charge or control of the such Agent or of its property or affairs for the purpose of rehabilitationcuratorship, administration business rescue or liquidation liquidation; or 16.2.2 an Agent fails duly to perform any function or (b) in duty imposed upon it by the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Terms and Conditions and this AgreementAgreement or commits any material breach of this Agreement or the Terms and Conditions which is not remedied within a period of three Business Days after the receipt of a written notice to that effect by the Issuer, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the that Agent, in which event notice thereof shall be given to the Certificateholders under Condition 17 holders of each Sub-Series of Notes in accordance with the Terms and Conditions as soon as is practicablepracticable thereafter. 24.3 16.3 The termination of the appointment pursuant to 16.1 or 16.2 above of an Agent under this Agreement hereunder shall not entitle the that Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued dueand due to it. 24.4 All or any of the Agents 16.4 An Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent and the Registrar Issuer at least 60 30 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an that Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such resignation thereof to the Certificateholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or holders of each Sub-Series of Notes in accordance with this Clause 24.4, the Trustee shall promptly Terms and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedConditions. 24.5 16.5 Notwithstanding the provisions of Clauses 24.1 16.1, 16.2 and 24.2 16.4 above, so long as any Certificates are Sub-Series of Notes is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the that Agent) shall not be effective unless upon the expiry of the relevant notice there is:a successor agent has been appointed. Upon giving notice of the intended termination of the appointment of an Agent, the Issuer shall use all reasonable endeavours to appoint a further bank or financial institution as successor Agent. The Issuer agrees with each Agent that if, by the day falling 10 days before the expiry of any notice under 16.1 or 16.4, the Issuer has not yet appointed a replacement agent, that Agent shall be entitled, on behalf of the Issuer, to appoint as a successor agent in its place one of Deloitte, Xxxxx & Xxxxx, Xxxxx Xxxxxxxx, KPMG Inc or PricewaterhouseCoopers Inc or any bank or financial institution, which the Issuer shall approve (such approval not to be unreasonably withheld or delayed). (a) a Principal 16.6 Upon its resignation or removal becoming effective, the Transfer Agent and/or the Calculation Agent and/or Paying Agent, a Calculation as the case may be 16.6.1 shall forthwith transfer all monies made available to it under the terms of this Agreement and, if applicable, the records referred to in 11.4 above to the successor Agent and a Registrar (which may be under the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules terms of such listing authority, stock exchange and/or quotation systemthis Agreement; and (c) 16.6.2 shall be entitled to the payment by the Issuer of its commissions, fees and expenses for the services already rendered in terms of this Agreement in accordance with the terms of 14 above. 16.7 Upon its appointment becoming effective, a Paying successor Transfer Agent (which may be the Principal and/or Calculation Agent and/or Paying Agent) located in a jurisdiction within Europe other than , as the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessorcase may be, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agentshall, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Transfer Agent or any of the other Agents (other than and/or the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case may be, under the terms of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderthis Agreement.

TERMINATION OF APPOINTMENT. 24.1 27.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying and Issuing Agent and the Registrar at least 90 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 15 (Notices) at least 30 days before the removal or appointment of an Agent. 24.2 27.2 Notwithstanding the provisions of Clause 24.1subclause 27.1, if at any time (ai) with regard to floating rate notes, an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (bii) in the case of the Calculation Agentfloating rate notes, it fails to determine any the Interest Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Coupon Amount and an Interest Period as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 15 (Notices) as soon as is practicable. 24.3 27.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 27.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying and Issuing Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, so long as any of the Notes is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1715 (Notices). If the Principal Paying and Xxxxxxx Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 27.1 or 24.2 27.2 above or in accordance with this Clause 24.4subclause 27.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standingleading bank acting through its office in London). If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying and Issuing Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing leading bank acting through its office in London to act as Principal Paying and Issuing Agent or Registrar, as the case may be, hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedand Issuing Agent. 24.5 27.5 Notwithstanding the provisions of Clauses 24.1 subclauses 27.1, 27.2 and 24.2 27.4, so long as any Certificates are of the Notes is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying and Issuing Agent, a Calculation ; and (b) at least one Paying Agent and a Registrar (which may be the same entity); (bPaying and Issuing Agent) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in a European City which so long as the Notes are admitted to the London Stock Exchange’s International Securities Market, shall be London or such other place as the International Securities Market Rulebook effective as of 1 January 2021 (if any) as may be required by modified and / or supplemented and / or restated from time to time, the rules of such listing authority, stock exchange and/or quotation system; and“ISM Rulebook”) may approve; (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than Member State of the jurisdiction European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in which the Trustee or DIB is incorporatedorder to conform to, such Directive; (d) a Registrar; (e) a Calculation Agent; and (f) a Transfer Agent. 24.6 27.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying and Issuing Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 27.7 If the Principal appointment of an Agent under this Agreement is terminated or by the resignation of the relevant Agent), such Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Paying and Issuing Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) pay to its successor Agent (or, if none, to the Paying and Issuing Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 27.8 If the Paying and Issuing Agent or any of the other Agents (other than or the Calculation Agent) Registrar or any of the Transfer Agents shall change its Specified Officespecified office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate Paying and the other Agents Issuing Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying and Issuing Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office specified office under Condition 1715 (Notices). 24.8 27.9 Notwithstanding any of the provisions anything else in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment 27 (Termination of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant AgentAppointment) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity corporation to which any an Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business assets shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the TrusteeIssuer, DIB, the Delegate and, where appropriate, the Principal Paying and Issuing Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 60 days' prior written notice to that effect, effect provided that, that so long as any Certificates of the Notes are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before or after any Periodic Distribution Datedue date for the payment of principal and/or interest; and (b) notice shall be given to Certificateholders under Condition 17 12 at least 30 days before the removal or appointment of an a Paying Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.1subclause 22.1 (Termination of appointment), if at any time time: (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or liquidation; or (b) in the case of the Calculation AgentAgent Bank, it fails to determine any Ratethe Floating Rate of Interest, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Interest Amount and an Interest Period as provided in the Conditions and this Agreement, the Trustee may, Issuer may with the prior written approval of the Delegate, Trustee forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of the appointment of the Agent Bank) notice shall be given to the Certificateholders Noteholders under Condition 17 12 as soon as is practicable. 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Agents may resign (without needing to give any reason) their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, so long as any of the Notes are outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before or after any Periodic Distribution Datedue date for the payment of principal and/or interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1712. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 so long as any Certificates are outstanding, the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.subclauses 22.1 or

TERMINATION OF APPOINTMENT. 24.1 25.1 The Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar Fiscal Agent, at least 90 45 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in specifying the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 at least 30 days before date when the removal or appointment of an Agentshall become effective. 24.2 25.2 Notwithstanding the provisions of Clause 24.125.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders holders of the Capital Securities under Condition 17 14 as soon as is practicable. 24.3 25.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents 25.4 Any Agent may resign their respective appointments under this Agreement its appointment at any time by giving to the Trustee Issuer, the Guarantor and, where appropriate, the Principal Paying Agent and the Registrar Fiscal Agent, at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer or the Guarantor of a Paying successor Agent, so long as any then each of the Certificates are outstandingIssuer and the Guarantor agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the notice Issuer or the Guarantor has not appointed a successor Agent then such Agent shall be entitled, on behalf of each of the Issuer and the Guarantor, to appoint in its place as a successor Agent a reputable financial institution of good standing which each of the Issuer and the Guarantor shall approve (such approval to not expire less than 45 days before any Periodic Distribution Datebe unnecessarily withheld or delayed). Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer or, failing the Issuer, the Guarantor shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders holders of the Capital Securities under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed14. 24.5 25.5 Notwithstanding the provisions of Clauses 24.1 25.1, 25.2 and 24.2 25.4, so long as any Certificates are of the Capital Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar (in the case of the Registrar, with a specified office outside of the United Kingdom); and (b) with effect from the day prior to the U.S. Securities Determination Date prior to the First Reset Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and (c) so long as the Capital Securities are listed on any stock exchange or admitted to listing by any other relevant authority, a Paying Agent (which may be the same entity);Fiscal Agent) and a Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (bd) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its with a specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedEurope. 24.6 25.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 25.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or any by the resignation of the other Agents relevant Agent), such Agent shall on the date on which the termination takes effect deliver to its successor Agent (other than or, if none, the Calculation Fiscal Agent) shall change all Capital Securities surrendered to it but not yet destroyed and all records concerning the Capital Securities maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its Specified Officesuccessor Agent (or, it shall give if none, to the TrusteeFiscal Agent) the amounts (if any) held by it in respect of Capital Securities which have become due and payable but which have not been presented for payment, DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 25.8 Notwithstanding any of the provisions in this Clause 2425, each of the Trustee Issuer and the Guarantor may at any time, subject to consultation with the Agent, time without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines Issuer or the Guarantor determines, in its sole discretion, that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates Capital Securities and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates Capital Securities under Condition 17 14 as soon as is practicable. 24.9 None of 25.9 If the parties to this Agreement are permitted to assign Fiscal Agent or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties Agents shall change its specified office, it shall give to this Agreementthe Issuer, provided however the Guarantor and, where appropriate, the Fiscal Agent not less than 60 days' prior written notice to that each effect giving the address of the Agents may transfer its rights new specified office. As soon as practicable thereafter and obligations under this Agreement in any event at least 30 days before the change, the Fiscal Agent shall give to any other member the holders of the DB Group without such consent. For Capital Securities on behalf of and at the purposes expense of this Clause 24.9the Issuer or, DB Group means Deutsche Bank AG failing the Issuer, the Guarantor notice of the change and any the address of its associated companies, branches and subsidiary undertakings from time to timethe new specified office under Condition 14. 24.10 25.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any legal entity corporation to which any such Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business business, shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it 25.11 Each Party shall remain entitled provide to the benefit other documentation or information required to comply with Applicable Law unless such information is not reasonably available or cannot be obtained or would constitute a breach of and subject to Clause 20Applicable Law, Clause 22 and Clause 24); and (b) in the case fiduciary duty or duty of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunderconfidentiality.

TERMINATION OF APPOINTMENT. 24.1 23.1 The Trustee Issuer and the Guarantor may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 45 days' prior written notice to that effect, effect provided that, that so long as any Certificates are of the Securities is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 18 at least 30 days before the removal or appointment of an a Paying Agent. 24.2 23.2 Notwithstanding the provisions of Clause 24.1subclause 23.1, if at any time (ai) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (bii) in the case of the Calculation Agent, it fails to determine the Reset Interest Rate applicable to a relevant Reset Period and Interest Amount in respect of any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Interest Period as provided in the Conditions and this Agreement, the Trustee may, Issuer and the Guarantor may with the prior written approval of the Delegate, Trustee forthwith without notice terminate the appointment of the Agent, in which event (save with respect to the termination of the appointment of the Calculation Agent) notice shall be given to the Certificateholders Holders under Condition 17 18 as soon as is practicable. 24.3 23.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 23.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer, the Guarantor and, where appropriate, the Principal Paying Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstandingSecurities is outstanding and in definitive form, the notice shall not expire less than 45 days before any Periodic Distribution Interest Payment Date. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Holders under Condition 1718. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 subclauses 23.1 or 24.2 23.2 above or in accordance with this Clause 24.4subclause 23.4, the Trustee Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)approved by the Trustee. If the Trustee fails Issuer and the Guarantor fail to appoint a successor within such period, the Principal Paying Agent or shall be entitled, on behalf of the RegistrarIssuer and the Guarantor, to appoint in its place as the case may be, may select a successor Principal Paying Agent a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and which the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedapprove. 24.5 23.5 Notwithstanding the provisions of Clauses 24.1 subclauses 23.1, 23.2 and 24.2 23.4, so long as any Certificates are of the Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer and the Guarantor or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) a major European city, which shall be London so long as may be required by the rules of such listing authority, stock exchange and/or quotation systemSecurities are admitted to the Official List and admitted to trading on the London Stock Exchange’s Main Market; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee Issuer or DIB the Guarantor is incorporated. 24.6 23.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 23.7 If the appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Principal Paying Agent) all Securities and Coupons surrendered to it but not yet destroyed and all records concerning the Securities and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of Securities or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.8 If the Principal Paying Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuer, the Delegate and Guarantor, the other Agents Trustee and, where appropriate, the Principal Paying Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office which shall be in the same city and stating the date on which the change is to take effect. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Agent shall give to the Certificateholders Holders on behalf of and at the expense of the Trustee Issuer (failing which, the Guarantor) notice of the change and the address of the new Specified Office specified office under Condition 1718. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 23.9 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIBIssuer, the Delegate Guarantor, the Trustee and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation23.10 An Agent may, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled subject to prior notification to the benefit Issuer and the Guarantor, at any time, delegate by power of attorney or otherwise to any person for any period all or any of the rights, powers and discretions vested in it by the Agreement. This delegation may be made upon any terms and conditions and subject to Clause 20any restrictions as that Agent may think fit. 23.11 An Agent may, Clause 22 and Clause 24); and (b) carrying out its functions under this Agreement, appoint an agent on any terms to transact or conduct, or concur in the case of any relevant Paying conducting or carrying out such functions or acts required to be done by such Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 23.1 The Trustee may, with the prior written approval of the Delegate, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' ’ prior written notice to that effecteffect (with a copy to the Delegate and the other Agents), provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 (Notices) at least 30 days before the removal or appointment of an Agent. 24.2 23.2 Notwithstanding the provisions of Clause 24.123.1 (Termination of Appointment), if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation liquidation. Notice of any such termination or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice replacement shall be given to the Certificateholders under Condition 17 (Notices) as soon as is practicable. 24.3 23.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 23.4 All or any of the Agents may resign their respective appointments under this Agreement with no responsibility for any loss or liability arising as a result thereof and with no obligation to give any reason therefor at any time by giving to the Trustee and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' ’ prior written notice to that effect (specifying the date on which such resignation shall become effective) provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 1717 (Notices). If the Principal Paying Agent or the Registrar and where Clause 23.5(b) (Termination of Appointment) applies a relevant Paying Agent or Transfer Agent shall resign or be removed pursuant to Clauses 24.1 23.1 or 24.2 23.2 (Termination of Appointment) above or in accordance with this Clause 24.423.4 (Termination of Appointment), the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the RegistrarRegistrar or where Clause 23.5(b) (Termination of Appointment) applies the relevant Agent may at the Trustee’s, as the case may befailing which Infracorp’s, may expense select a reputable financial institution of good standing to act as Principal Paying Agent, Registrar, Paying Agent or RegistrarTransfer Agent, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent, Registrar, Paying Agent or RegistrarTransfer Agent, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 23.5 Notwithstanding the provisions of Clauses 24.1 23.1, 23.2 and 24.2 23.4 (Termination of Appointment), so long as any Certificates are outstanding, the termination of the appointment of any Agent (whether by the Trustee or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity);; and (b) so long as any the Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 23.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIBInfracorp, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 23.7 If the appointment of an Agent under this Agreement is terminated (whether by the Trustee or by the resignation of the relevant Agent), such Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Principal Paying Agent) all Certificates surrendered to it but not yet destroyed and all records concerning the Certificates maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Principal Paying Agent) the amounts (if any) held by it in respect of any Certificates which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 23.8 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to Infracorp, the Trustee, DIB, the Delegate and the other Agents not less than 45 days' days prior written notice (in accordance with Clause 25 (Notices)) to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf Certificateholders, under the direction of and at the expense of the Trustee Trustee, notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of 17 (Notices). The initial Agents and their initial Specified Offices are set out in the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties Schedule to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 23.9 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable lawApplicable Law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith as soon as reasonably practicable be given to the Trustee, DIBInfracorp, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 23.10 Upon any resignation, revocation or termination taking effect under this Clause 2423 (Termination of Appointment), the relevant Agent, Agent shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 2019 (Remuneration and Indemnification of the Agents), Clause 22 21 (Conditions of Appointment) and this Clause 2423 (Termination of Appointment)); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 1817 (Records and Certificates); and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 119 (Duties of the Registrar); and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9this Agreement; and (e) forthwith as soon as reasonably practicable (upon payment to it of any amount due to it in accordance with Clause 2019 (Remuneration and Indemnification of the Agents)) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 1918 (Copies of Documents Available for Inspection)) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 6.1 The Trustee Issuer and the Guarantors may, with the prior written approval of the DelegateBond Trustee, terminate the appointment of any the Calculation Agent at any time and/or appoint additional or other Agents by giving to the Calculation Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 45 days' prior written notice to that effect, provided that, so long as any Certificates are of the Relevant Covered Bonds is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedate on which any calculation is due to be made in respect of any Relevant Covered Bonds; and (b) notice shall be given in accordance with the Terms and Conditions to Certificateholders under Condition 17 the holders of the Relevant Covered Bonds at least 30 days before any removal of the removal or appointment of an Calculation Agent. 24.2 6.2 Notwithstanding the provisions of Clause 24.16.1, if at any time time: (a) an the Calculation Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public receiver of it or of all or a substantial part of its property is appointed or if any officer takes charge or control of the Calculation Agent or of its property or affairs for the purpose of rehabilitation, administration conservation or liquidation or liquidation; or (b) in the case of the Calculation Agent, Agent fails duly to perform any function or duty imposed on it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in by the Terms and Conditions and this Agreement, the Trustee mayIssuer, with the prior written approval of the DelegateBond Trustee, forthwith may immediately without notice terminate the appointment of the Calculation Agent, in which event notice of the termination shall be given to the Certificateholders under Condition 17 holders of the Relevant Covered Bonds in accordance with the Terms and Conditions as soon as is practicable. 24.3 6.3 The termination of the appointment of an the Calculation Agent under this Agreement Clause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All or any of the Agents 6.4 The Calculation Agent may resign their respective appointments its appointment under this Agreement at any time by giving to the Trustee and, where appropriateIssuer, the Principal Paying Agent Guarantors and the Registrar Bond Trustee at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Calculation Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, promptly give notice of such the resignation to the Certificateholders under Condition 17. If holders of the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Relevant Covered Bonds in accordance with this Clause 24.4, the Trustee shall promptly Terms and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedConditions. 24.5 6.5 Notwithstanding the provisions of Clauses 24.1 6.1, 6.2 and 24.2 6.4, so long as any Certificates are of the Relevant Covered Bonds is outstanding, the termination of the appointment of any the Calculation Agent (whether by the Trustee Issuer, any of the Guarantors or by the resignation of the Calculation Agent) shall not be effective unless upon the expiry of the relevant notice there is:a Successor Calculation Agent approved in writing by the Bond Trustee has been appointed. The Issuer and the Guarantors agree with the Calculation Agent that if, by the day falling 10 days before the expiry of any notice under Clause 6.4, the Issuer and the Guarantors have not appointed a replacement Calculation Agent approved in writing by the Bond Trustee, the Calculation Agent shall be entitled, on behalf of the Issuer and the Guarantors, to appoint as a Successor Calculation Agent in its place a reputable financial institution of good standing which the Issuer, the Guarantors and the Bond Trustee shall approve. (a) a Principal Paying Agent6.6 Upon its appointment becoming effective, a Successor Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listingshall without further action, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the its predecessor with like the same effect as if originally named as an Agentthe Calculation Agent under this Agreement. 24.7 6.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Calculation Agent under this Agreement without is terminated (whether by the execution Issuer and the Guarantors or filing by the resignation of any paper or any further act the Calculation Agent), the Calculation Agent shall on the part of any of date on which the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking takes effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Successor Calculation Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 (a) The Trustee may, with the prior written approval of the Delegate, Company may terminate the appointment of the Fiscal Agent or any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Fiscal Agent or the Paying Agent whose appointment is concerned and, where appropriatein the case of any Paying Agent other than the Fiscal Agent, the Principal Paying Fiscal Agent and the Registrar at least 90 60 days' ’ prior written notice to that effect, provided that, so long as any Certificates of the Notes are outstanding: , (ai) in the case of a Paying Agent, the such notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for the payment of any Note or Coupon and (bii) notice shall be given to Certificateholders under Condition 17 in accordance with the Conditions at least 30 days before the prior to any removal or appointment of an the Fiscal Agent or any Paying Agent. 24.2 (b) Notwithstanding the provisions of Clause 24.1subclause (a) above, if at any time (a) an the Fiscal Agent or any Paying Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debtsthereof, or if an any order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a any public officer takes charge or control of the such Fiscal Agent or Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Company may forthwith without notice terminate the appointment of such Fiscal Agent or Paying Agent, as the Agentcase may be, in which event notice thereof shall be given to the Certificateholders under Condition 17 Noteholders and the Couponholders in accordance with the Conditions as soon as is practicablepracticable thereafter. 24.3 (c) The termination of the appointment of an the Fiscal Agent under this Agreement or any Paying Agent hereunder shall not entitle the such Fiscal Agent or Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 All (d) The Fiscal Agent or all or any of the Paying Agents may resign their respective appointments under this Agreement hereunder at any time by giving to the Trustee and, where appropriate, Company and (except in the Principal Paying case of resignation of the Fiscal Agent) the Fiscal Agent and the Registrar at least 60 days' ’ prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Dateeffect. Following receipt of a notice of resignation from an the Fiscal Agent or any Paying Agent, the Trustee Company shall promptly, and in but no later than 10 days prior to the expiration of any event not less than 30 days before resignation of the resignation takes effect, Fiscal or Paying Agent; give notice of such resignation thereof to the Certificateholders under Condition 17. If Noteholders and the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or Couponholders in accordance with this Clause 24.4, the Trustee shall promptly Conditions. The Fiscal Agent and in any event within 30 days Paying Agent may appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying replacement Fiscal Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation on behalf of the Principal Paying Agent or Company, if the Registrar shall be effective until a successor Company has been appointednot already done so. 24.5 (e) Notwithstanding the provisions of Clauses 24.1 subclauses (a), (b), (c) and 24.2 (d) above, so long as any Certificates of the Notes are outstanding, the termination of the appointment of any Paying Agent (whether by the Trustee Company or by the resignation of the such Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: is (ai) a Principal Paying Agent, a Calculation Fiscal Agent and (ii) at least one Paying Agent with a Registrar (which may be the same entity); (b) specified office in a European city which, so long as any Certificates the Notes are admitted to listing, trading and/or quotation listed on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent the Luxembourg Stock Exchange and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authoritythe Luxembourg Stock Exchange so require, stock exchange and/or quotation system; andshall be Luxembourg. (cf) a Any successor Fiscal Agent or Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent appointed hereunder shall execute and deliver to its predecessor, the TrusteeCompany any (unless its predecessor is the Fiscal Agent) the Fiscal Agent, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its such appointment under this Agreementhereunder, and the thereupon such successor Fiscal Agent or Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the such predecessor with like effect as if originally named as an AgentFiscal Agent or a Paying Agent under this Agreement. 24.7 (g) If the Principal appointment of the Fiscal Agent or any Paying Agent hereunder is terminated (whether by the Company or by the resignation of such Fiscal Agent or Paying Agent), such Fiscal Agent or Paying Agent shall on the date on which such termination takes effect deliver to the Fiscal Agent or the successor Fiscal Agent all Notes and Coupons surrendered to it but not yet destroyed and shall deliver to such successor Paying Agent (or if none, the Fiscal Agent) all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Fiscal Agent or Paying Agent (or, if none, to the Fiscal Agent) the amounts held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. (h) If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change Paying Agent changes its Specified Officespecified office, it shall give to the Trustee, DIB, the Delegate Company and the other Agents Fiscal Agent (if applicable), not less than 45 days' prior ’ written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of the noticeprior to such change, the Principal Paying Fiscal Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee Noteholders notice of the such change and the address of the new Specified Office under Condition 17specified office in accordance with the Conditions. The Company reserves the right to approve any change in the specified office of any Paying Agent. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agenti) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A Any corporation into which the Fiscal Agent or any Paying Agent for the time being may be merged or converted or a any corporation with which the such Fiscal Agent or Paying Agent may be consolidated or a any corporation resulting from a any merger, conversion or consolidation to which the such Fiscal Agent or Paying Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Fiscal Agent or Paying Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreementhereto. Notice of any such merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Company and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. ‌ 24.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 60 days' prior written notice to that effect, provided that, so long as any Certificates are of the Capital Securities is outstanding: , (a) in the case of a Paying Agent, the notice shall not expire less than 45 30 days before any Periodic Distribution Date; and due date for distributions and (b) notice shall be given to Certificateholders under Condition 17 15 at least 30 days before the removal or appointment of an Agent.Agent.‌ 24.2 Notwithstanding the provisions of Clause 24.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders holders of the Capital Securities under Condition 17 15 as soon as is practicable. 24.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due.due.‌ 24.4 All or any of the Agents Any Agent may resign their respective appointments under this Agreement its appointment at any time and without giving any reason or being responsible or liable for any costs incurred in connection with such resignation, by giving to the Trustee and, where appropriate, the Principal Paying Agent Issuer and the Registrar Fiscal Agent at least 60 days' prior written notice to that effect, which notice shall expire at least 30 days before or after any due date for payment in respect of the Capital Securities. If it is stipulated in this Agreement that any resignation or removal of an Agent shall not take effect provided that, in before the case appointment by the Issuer of a Paying successor Agent, so long as then the Issuer agrees with such Agent that if, by the day falling 10 days before the expiry of any notice, the Issuer has not appointed a successor Agent then such Agent shall be entitled, on behalf and at the cost of the Certificates are outstandingIssuer, to appoint in its place as a successor Agent a reputable financial institution of good standing which the notice Issuer shall approve (such approval to not expire less than 45 days before any Periodic Distribution Datebe unnecessarily withheld or delayed). Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders holders of the Capital Securities under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed15. 24.5 Notwithstanding the provisions of Clauses 24.1 24.1, 24.2 and 24.2 24.4, so long as any Certificates are of the Capital Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar Registrar; and (b) with effect from the First Call Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and (c) so long as the Capital Securities are listed or admitted to trading on any stock exchange or admitted to listing or admitted to trading by any other relevant authority, a Paying Agent (which may be the same entity);Fiscal Agent) and a Transfer Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and (bd) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its with a specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe other than the jurisdiction in which the Trustee or DIB is incorporatedwestern Europe. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or any by the resignation of the other Agents relevant Agent), such Agent shall on the date on which the termination takes effect deliver at the cost of the Issuer to its successor Agent (other than or, if none, the Calculation Fiscal Agent) shall change all Capital Securities surrendered to it but not yet destroyed and all records concerning the Capital Securities maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its Specified Officesuccessor Agent (or, it shall give if none, to the TrusteeFiscal Agent) the amounts (if any) held by it in respect of Capital Securities which have become due and payable but which have not been presented for payment, DIB, the Delegate and the but shall have no other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office duties or responsibilities under Condition 17this Agreement. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee Issuer may at any time, time subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee Issuer determines that it will be required to withhold or deduct any FATCA Withholding withholding in connection with any payments due on the Certificates Capital Securities and such FATCA Withholding withholding would not have arisen but for the Agent not being, or having ceased to be, be a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates Capital Securities under Condition 17 15 as soon as is practicable. 24.9 None of If the parties to this Agreement are permitted to assign Fiscal Agent or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties Agents shall change its specified office, it shall give to this Agreementthe Issuer and, provided however where appropriate, the Fiscal Agent not less than 60 days' prior written notice to that each effect giving the address of the Agents may transfer its rights new specified office. As soon as practicable thereafter and obligations under this Agreement in any event at least 30 days before the change, the Fiscal Agent shall give to any other member the holders of the DB Group without such consent. For Capital Securities on behalf of and at the purposes expense of this Clause 24.9, DB Group means Deutsche Bank AG the Issuer notice of the change and any the address of its associated companies, branches and subsidiary undertakings from time to timethe new specified office under Condition 15. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party party, any corporation to which such Agent shall sell or otherwise transfer all or substantially all of its assets or any legal entity corporation to which any such Agent shall sell or the Delegate sells otherwise transfer all or substantially all of its corporate trust and agency business business, shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 21.1 The Trustee may, with the prior written approval of the Delegate, Issuer may terminate or vary the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 60 days' prior written notice to that effect, provided that, so long as any Certificates are outstanding: (a) in the case of a Paying Agent, the which notice shall not expire less than 45 days before any Periodic Distribution Date; and (b) notice shall be given to Certificateholders under Condition 17 at least 30 days before the removal or appointment after any due date for payment in respect of an Agentany Notes. 24.2 21.2 Notwithstanding the provisions of Clause 24.121.1, if at any time (a) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) in the case of the Calculation Agent, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementliquidation, the Trustee may, with the prior written approval of the Delegate, Issuer may forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Noteholders in accordance with Condition 17 (Notices) as soon as is practicable. 24.3 21.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued and due. 24.4 21.4 All or any of the Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 days' prior written notice to that effect provided thateffect, which notice shall expire at least 30 days before or after any due date for payment of any Notes provided, however, that if the Issuer has not by the tenth day before the expiry of such notice appointed a successor to such Agent, such Agent may itself appoint as its successor any reputable and experienced bank or financial institution acting through its offices in the case appropriate jurisdiction, and the Issuer shall give notice of a Paying Agentsuch appointment to the Noteholders in accordance with Condition 17 (Notices) as soon as practicable. 21.5 Notwithstanding the provisions of Clauses 21.1, 21.2 and 21.4, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Date. Following receipt of a notice of resignation from an Agent, the Trustee shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders under Condition 17. If the Principal Paying Agent or the Registrar shall resign or be removed pursuant to Clauses 24.1 or 24.2 above or in accordance with this Clause 24.4, the Trustee shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing). If the Trustee fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, may select a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as the case may be, hereunder and the Trustee shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointed. 24.5 Notwithstanding the provisions of Clauses 24.1 and 24.2 so long as any Certificates are Notes is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless unless, upon the expiry of the relevant notice notice, there is: /are (a) a Principal Paying Agent, a Calculation Fiscal Agent and a Registrar (which may be the same entity); and (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Fiscal Agent) located having its Specified Office in a jurisdiction within major financial centre in Western Europe other than (which for so long as the jurisdiction in which Notes are listed on the Trustee or DIB is incorporatedLondon Stock Exchange and the rules of such exchange so require, shall be London). 24.6 21.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its the appointment under this Agreement, Agreement and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 21.7 If the Principal Paying appointment of an Agent under this Agreement is terminated (whether by the Issuer or by the resignation of the Agent), the Agent shall on the date on which the termination takes effect deliver to its successor Agent (or, if none, the Fiscal Agent) all Notes surrendered to it but not yet destroyed and all records concerning the Notes maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 21.8 If the Fiscal Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the TrusteeIssuer and, DIBwhere appropriate, the Delegate and the other Agents not less than 45 Fiscal Agent at least 60 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter thereafter, and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer notice of the change and the address of the new Specified Office under in accordance with Condition 1717 (Notices). 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 21.9 A corporation into which any Agent for the time being may be merged merged, converted, consolidated or converted or a corporation with to which the Agent may be consolidated or a corporation resulting business of such agent is transferred which results from a merger, conversion conversion, consolidation or consolidation transfer of business to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion conversion, consolidation or consolidation transfer of business shall forthwith be given to the Trustee, DIB, the Delegate Issuer and, where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 20.1 The Trustee mayIssuer and the Guarantor may terminate, with the prior written approval of the Delegatewithout cause, terminate the appointment of any Paying Agent at any time and/or appoint additional or other Paying Agents by giving to the Paying Agent whose appointment is concerned and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 90 45 days' prior written notice to that effect, provided that, so long as any Certificates are of the Notes is outstanding: (a) in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest; and (b) notice shall be given to Certificateholders under Condition 17 11 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 20.2 Notwithstanding the provisions of Clause 24.1subclause 20.1, if at any time a Paying Agent (ai) an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Paying Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation liquidation, or (bii) in the case of the Calculation Agentis not, it fails or ceases to determine any Ratebe, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period as provided in the Conditions and this Agreementexempt from withholding under FATCA, the Trustee may, with Issuer and the prior written approval of the Delegate, Guarantor may forthwith without notice terminate the appointment of the Paying Agent, in which event notice shall be given to the Certificateholders Noteholders under Condition 17 11 (Notices) as soon as is practicable. 24.3 20.3 The termination of the appointment of an a Paying Agent under this Agreement shall not entitle the Paying Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 20.4 All or any of the Paying Agents may resign their respective appointments under this Agreement at any time by giving to the Trustee Issuer, the Guarantor and, where appropriate, the Principal Paying Fiscal Agent and the Registrar at least 60 90 days' prior written notice to that effect provided that, in the case of a Paying Agent, so long as any of the Certificates are outstandingNotes is outstanding and in definitive form, the notice shall not expire less than 45 days before any Periodic Distribution Interest Payment Date. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Noteholders under Condition 1711 (Notices). If the Principal Paying Fiscal Agent resigns or the Registrar shall resign or be is removed pursuant to Clauses 24.1 subclauses 20.1 or 24.2 20.2 above or in accordance with this Clause 24.4subclause 20.4, the Trustee Issuer and the Guarantor shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standingleading bank). If the Trustee fails Issuer and the Guarantor fail to appoint a successor within such period, the Principal Paying Fiscal Agent or shall be entitled, on behalf of the RegistrarIssuer and the Guarantor, to appoint in its place as the case may be, may select a successor Fiscal Agent a reputable financial institution of good standing to act as Principal Paying Agent or Registrar, as which the case may be, hereunder Issuer and the Trustee Guarantor shall appoint that bank as the successor Principal Paying Agent approve and such approval not to be unreasonably withheld or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointeddelayed. 24.5 20.5 Notwithstanding the provisions of Clauses 24.1 subclauses 20.1, 20.2 and 24.2 20.4, so long as any Certificates of the Notes are outstanding, the termination of the appointment of any a Paying Agent (whether by the Trustee Issuer and the Guarantor or by the resignation of the Paying Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) a Principal Fiscal Agent; (b) a Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (bFiscal Agent) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be a Paying Agent and a Transfer Agent having its specified office in such the place (if any) as may be required by the rules and regulations of such listing authority, the relevant stock exchange and/or quotation systemor any other relevant authority; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB Issuer is incorporated. 24.6 20.6 Any successor Paying Agent shall execute and deliver to its predecessor, the Trustee, DIBIssuer, the Delegate Guarantor and, where appropriate, the Principal Paying Fiscal Agent an instrument accepting its appointment under this Agreement, and the successor Paying Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an a Paying Agent. 24.7 20.7 If the Principal appointment of a Paying Agent under this Agreement is terminated (whether by the Issuer and the Guarantor or by the resignation of the relevant Paying Agent), the Paying Agent shall on the date on which the termination takes effect deliver to its successor Paying Agent (or, if none, the Fiscal Agent) all Notes and Coupons surrendered to it but not yet destroyed and all records concerning the Notes and Coupons maintained by it (except such documents and records as it is obliged by law or regulation to retain or not to release) and pay to its successor Paying Agent (or, if none, to the Fiscal Agent) the amounts (if any) held by it in respect of Notes or Coupons which have become due and payable but which have not been presented for payment, but shall have no other duties or responsibilities under this Agreement. 20.8 If the Fiscal Agent or any of the other Paying Agents (other than the Calculation Agent) shall change its Specified Officespecified office, it shall give to the Trustee, DIBIssuer, the Delegate and Guarantor and, where appropriate, the other Agents Fiscal Agent not less than 45 days' prior written notice to that effect giving the address of the new Specified Officespecified office. As soon as practicable thereafter and in any event within 15 at least 30 days of receipt of before the noticechange, the Principal Paying Fiscal Agent shall give to the Certificateholders Noteholders on behalf of and at the expense of the Trustee Issuer (failing which, the Guarantor) notice of the change and the address of the new Specified Office specified office under Condition 1711 (Notices). 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation 20.9 Any legal entity into which any Paying Agent for the time being may be is merged or converted or a corporation any legal entity which such Agent may be consolidated, (i) to which the business of such Agent is transferred, (ii) with which the Agent may be consolidated agrees to transfer its respective rights and obligations hereunder or a corporation resulting (iii) which results from a any merger, conversion conversion, consolidation or consolidation transfer to which the such Agent shall be a party shall resulting from any merger or any legal entity conversion to which any such Paying Agent or the Delegate sells all or substantially all of its corporate trust and agency business is a party shall, to the extent permitted by applicable law, be the successor to such Paying Agent under this Agreement without the execution or filing of any paper or any further act on formality, whereupon the part relevant Issuer, the Guarantor, the Paying Agents, and such successor shall acquire and become subject to the same rights and obligations between themselves as if they had entered into an agreement in the form mutatis mutandis of any of the parties to this Agreement. Notice of any such merger, conversion conversion, consolidation or consolidation transfer of activity shall forthwith be given by such successor to the Trustee, DIBrelevant Issuer, the Delegate and, Guarantor and where appropriate, the Principal Paying Fiscal Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.

TERMINATION OF APPOINTMENT. 24.1 22.1 The Trustee Issuer may, with the prior written approval of the DelegateTrustee, terminate the appointment of any Agent at any time and/or appoint additional or other Agents by giving to the Agent whose appointment is concerned and, where appropriate, the Principal Paying Agent and the Registrar at least 90 days' 60 days prior written notice to that effect, effect provided that, that so long as any Certificates are of the Securities is outstanding: (a) 22.1.1 in the case of a Paying Agent, the notice shall not expire less than 45 days before any Periodic Distribution Date; andbefore (b) 22.1.2 notice shall be given to Certificateholders under Condition 17 12 (Notices) at least 30 days before the removal or appointment of an a Paying Agent. 24.2 22.2 Notwithstanding the provisions of Clause 24.1sub-clause 22.1, if at any time (a) time: 22.2.1 an Agent becomes incapable of acting, or is adjudged bankrupt or insolvent, or files a voluntary petition in bankruptcy or makes an assignment for the benefit of its creditors or consents to the appointment of an administrator, liquidator or administrative or other receiver of all or any substantial part of its property, or if an administrator, liquidator or administrative or other receiver of it or of all or a substantial part of its property is appointed, or it admits in writing its inability to pay or meet its debts as they may mature or suspends payment of its debts, or if an order of any court is entered approving any petition filed by or against it under the provisions of any applicable bankruptcy or insolvency law or if a public officer takes charge or control of the Agent or of its property or affairs for the purpose of rehabilitation, administration or liquidation or (b) liquidation; or 22.2.2 in the case of the Calculation AgentAgent Bank, it fails to determine any Rate, Periodic Distribution Amount, Periodic Distribution Date or Return Accumulation Period and/or publish the Calculations as provided in the Conditions and this Agreement, the Trustee may, with the prior written approval of the Delegate, forthwith without notice terminate the appointment of the Agent, in which event notice shall be given to the Certificateholders under Condition 17 as soon as is practicable., 24.3 22.3 The termination of the appointment of an Agent under this Agreement shall not entitle the Agent to any amount by way of compensation but shall be without prejudice to any amount then accrued due. 24.4 22.4 All or any of the Agents may resign their respective appointments under this Agreement at any time (without giving any reason and without liability for any costs incurred in connection therewith) by giving to the Trustee Issuer and, where appropriate, the Principal Paying Agent and the Registrar at least 60 days' prior written notice to that effect provided that, so long as any of the Securities is outstanding, the notice shall not, in the case of a Paying Agent, so long as any of the Certificates are outstanding, the notice shall not expire less than 45 days before any Periodic Distribution Datedue date for the payment of interest. Following receipt of a notice of resignation from an a Paying Agent, the Trustee Issuer shall promptly, and in any event not less than 30 days before the resignation takes effect, give notice of such resignation to the Certificateholders Securityholders under Condition 1712 (Notices). If the Principal Paying Agent or the Registrar Agent Bank shall resign or be removed pursuant to Clauses 24.1 sub-clauses 22.1 or 24.2 22.2 above or in accordance with this Clause 24.4sub-clause 22.4, the Trustee Issuer shall promptly and in any event within 30 days appoint a successor (being a reputable financial institution of good standing)in accordance with sub-clause 22. 1. If the Trustee Issuer fails to appoint a successor within such period, the Principal Paying Agent or the Registrar, as the case may be, Agent Bank may select (at the cost of the Issuer) a reputable financial institution of good standing leading bank approved by the Trustee to act as Principal Paying Agent or Registrar, as the case may be, Agent Bank hereunder and the Trustee Issuer shall appoint that bank as the successor Principal Paying Agent or Registrar, as the case may be. No such removal or resignation of the Principal Paying Agent or the Registrar shall be effective until a successor has been appointedBank. 24.5 22.5 Notwithstanding the provisions of Clauses 24.1 sub-clauses 22.1, 22.2 and 24.2 22.4, so long as any Certificates are of the Securities is outstanding, the termination of the appointment of any an Agent (whether by the Trustee Issuer or by the resignation of the Agent) shall not be effective unless upon the expiry of the relevant notice there is: (a) 22.5.1 a Principal Paying Agent, a Calculation Agent and a Registrar (which may be the same entity); (b) so long as any Certificates are admitted to listing, trading and/or quotation on any listing authority, stock exchange and/or quotation system, there will at all times be 22.5.2 a Paying Agent and a Transfer Agent having its specified office in such place (if any) as may be required by the rules of such listing authority, stock exchange and/or quotation system; and (c) a Paying Agent (which may be the Principal Paying Agent) located in a jurisdiction within Europe Europe, other than the jurisdiction in which the Trustee or DIB is incorporated. 24.6 Any successor Agent shall execute and deliver to its predecessor, the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent an instrument accepting its appointment under this Agreement, and the successor Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, trusts, immunities, duties and obligations of the predecessor with like effect as if originally named as an Agent. 24.7 If the Principal Paying Agent or any of the other Agents (other than the Calculation Agent) shall change its Specified Office, it shall give to the Trustee, DIB, the Delegate and the other Agents not less than 45 days' prior written notice to that effect giving the address of the new Specified Office. As soon as practicable thereafter and in any event within 15 days of receipt of the notice, the Principal Paying Agent shall give to the Certificateholders on behalf of and at the expense of the Trustee notice of the change and the address of the new Specified Office under Condition 17. 24.8 Notwithstanding any of the provisions in this Clause 24, the Trustee may at any time, subject to consultation with the Agent, without notice appoint additional Agents and/or terminate the appointment of any Agent with 60 days' written notice (or such shorter period as may be agreed with the relevant Agent) if the Trustee determines that it will be required to withhold or deduct any FATCA Withholding in connection with any payments due on the Certificates and such FATCA Withholding would not have arisen but for the Agent not being, or having ceased to be, a FATCA Exempt Party, in which case notice shall be given to the holders of the Certificates under Condition 17 as soon as is practicable. 24.9 None of the parties to this Agreement are permitted to assign or transfer any of its rights and obligations under this Agreement without the prior written consent of the other parties to this Agreement, provided however that each of the Agents may transfer its rights and obligations under this Agreement to any other member of the DB Group without such consent. For the purposes of this Clause 24.9, DB Group means Deutsche Bank AG and any of its associated companies, branches and subsidiary undertakings from time to time. 24.10 A corporation into which any Agent for the time being may be merged or converted or a corporation with which the Agent may be consolidated or a corporation resulting from a merger, conversion or consolidation to which the Agent shall be a party or any legal entity to which any Agent or the Delegate sells all or substantially all of its corporate trust and agency business shall, to the extent permitted by applicable law, be the successor Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. Notice of any merger, conversion or consolidation shall forthwith be given to the Trustee, DIB, the Delegate and, where appropriate, the Principal Paying Agent. 24.11 Upon any resignation, revocation or termination taking effect under Clause 24, the relevant Agent, shall: (a) be released and discharged from its obligations under this Agreement (save that it shall remain entitled to the benefit of and subject to Clause 20, Clause 22 and Clause 24); and (b) in the case of any relevant Paying Agent, deliver to the Trustee and to its successor a copy, certified as true and up to date by an officer or authorised signatory of such Paying Agent, of the records maintained by it in accordance with Clause 18; and (c) in the case of the Registrar, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of the Registrar, of the records maintained by it in accordance with Clause 11; and (d) in the case of the Principal Paying Agent, deliver to the Trustee and its successor a copy, certified as true and up to date by an officer or authorised signatory of such Principal Paying Agent, of the records maintained by it in accordance with Clause 9; and (e) forthwith (upon payment to it of any amount due to it in accordance with Clause 20) transfer all moneys and papers (including any unissued Certificates and/or Certificates surrendered but not yet destroyed held by it hereunder and any documents held by it pursuant to Clause 19) to its successor and, upon appropriate notice, provide reasonable assistance to its successor for the discharge of its duties and responsibilities hereunder.which