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COREALCREDIT BANK AG

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withholding under FATCA, or (b) any FFI through which payment on such Notes is made is not a<br />

Participating FFI or otherwise exempt from FATCA withholding.<br />

The application of FATCA to interest, principal or other amounts paid with respect to the Notes is not clear.<br />

If an amount in respect of U.S. withholding tax were to be deducted or withheld from interest, principal or<br />

other payments on the Notes as a result of FATCA, none of the Issuer, any Guarantor, any paying agent or<br />

any other person would, pursuant to the Terms and Conditions of the Notes be required to pay additional<br />

amounts as a result of the deduction or withholding of such tax.<br />

As a result, investors may, if FATCA is implemented as currently proposed by the IRS, receive less interest<br />

or principal than expected. Holders of the Notes should consult their own tax advisers on how these rules<br />

may apply to payments they receive under the Notes.<br />

The application of FATCA to Notes issued or materially modified on or after January 1, 2013 (or whenever<br />

issued, in the case of Notes treated as equity for U.S. federal tax purposes) may be addressed in the relevant<br />

Final Terms or a supplement to this Base Prospectus, as applicable.<br />

FATCA IS PARTICULARLY COMPLEX AND ITS APPLICATION TO THE ISSUER, ANY<br />

GUARANTOR, THE NOTES AND THE HOLDERS IS UNCERTAIN AT THIS TIME. EACH HOLDER<br />

OF NOTES SHOULD CONSULT ITS OWN TAX ADVISER TO OBTAIN A MORE DETAILED<br />

EXPLANATION OF FATCA AND TO LEARN HOW THIS LEGISLATION MIGHT AFFECT EACH<br />

HOLDER IN ITS PARTICULAR CIRCUMSTANCE.<br />

Legality of Purchase<br />

Potential investors of the Notes should be aware that the lawfulness of the acquisition of the Notes<br />

might be subject to legal restrictions potentially affecting the validity of the purchase. Neither the<br />

Issuer, any Dealer nor any of their respective affiliates has or assumes responsibility for the<br />

lawfulness of the acquisition of the Notes by a prospective purchaser of the Notes, whether under<br />

the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different). A<br />

prospective purchaser may not rely on the Issuer, any Dealer or any of their respective affiliates in<br />

connection with its determination as to the legality of its acquisition of the Notes.<br />

Change of Law<br />

The Terms and Conditions of the Notes are based on German law in effect as at the date of this<br />

Prospectus. No assurance can be given as to the impact of any possible judicial decision or<br />

change to German law or administrative practice after the date of this Prospectus.<br />

Risks Relating to Specific Types of Notes<br />

Fixed Rate Notes<br />

A holder of Fixed Rate Notes is exposed to the risk that the price of such Notes falls as a result of<br />

changes in the market interest rate. While the nominal interest rate of Fixed Rate Notes as<br />

specified in the applicable Final Terms is fixed during the term of such Note, the current interest<br />

rate on the capital market ("market interest rate") typically changes on a daily basis. As the market<br />

interest rate changes, the price of Fixed Rate Notes regularly changes, too, but in the opposite<br />

direction. If the market interest rate increases, the price of Fixed Rate Notes typically falls, until the<br />

yield of such Notes is approximately equal to the market interest rate of comparable issues. If the<br />

market interest rate falls, the price of Fixed Rate Notes typically increases, until the yield of such<br />

Notes is approximately equal to the market interest rate. The holder of Notes is therefore exposed<br />

to the risk of an unfavourable development of market interest rate which may materialise if the<br />

holder sells the Notes prior to the final maturity of such Notes. If the holder decides to hold the<br />

Notes until final maturity the Notes will be redeemed at the amount set out in the relevant Final<br />

Terms.<br />

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