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COMMERZBANK AKTIENGESELLSCHAFT

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Physical Settlement<br />

Amount<br />

Redemption at<br />

Maturity and Early<br />

Redemption:<br />

Early Redemption for<br />

Taxation reasons:<br />

Substitution of<br />

Issuers; Branch<br />

Designation:<br />

Denominations of<br />

Notes:<br />

The Physical Settlement Amount will be determined in accordance with § 7 of the<br />

Terms and Conditions as the pro-rata portion of the Outstanding Principle Balance or<br />

Due and Payable Amount of the Deliverable Obligation(s), which in general will equal<br />

the outstanding aggregate Principal Amount of the Notes, unless otherwise specified in<br />

the Final Terms. Deliverable Obligation(s) are obligations of the Reference Entity<br />

selected by the Issuer which satisfy the relevant Deliverable Obligation Categories and<br />

Deliverable Obligation Characteristics set out in the Final Terms. The market value of<br />

the selected Deliverable Obligation(s) delivered following the occurrence of the Credit<br />

Event will not be taken into account.<br />

In the case of a remaining fraction of the Deliverable Obligation(s) the Final Terms may<br />

provide for a payment of a cash amount equal to the value of such fraction of the<br />

Deliverable Obligation as stated in the Physical Settlement Amount. Under certain<br />

circumstances, as specified in the Final Terms, the Issuer is not obliged to transfer the<br />

Deliverable Obligations. In this case the Issuer shall pay the Partial Cash Settlement<br />

Amount as determined in the applicable Final Terms.<br />

The applicable Final Terms will indicate either that the Notes cannot be redeemed prior<br />

to their stated maturity (except due to occurrence of a Credit Linkage Event, for taxation<br />

reasons, or upon the occurrence of an event of default) or that the Notes will be<br />

redeemable at the option of the Issuer and/ or the Noteholders upon giving notice within<br />

the notice period (if any) indicated in the applicable Final Terms, as the case may be,<br />

on a date or dates specified prior to such stated maturity and at a price or prices and on<br />

such terms as indicated in the applicable Final Terms.<br />

Early redemption for taxation reasons will be permitted as provided in § 9 of the Terms<br />

and Conditions of the Notes.<br />

Any company may at any time during the life of a Series of Notes assume all the<br />

obligations of the Issuer according to § 13 of the Terms and Conditions of each Series<br />

of Notes. Upon any such substitution, such substitute company (the "New Issuer") shall<br />

succeed to, and be substituted for, and may exercise every right and power of the<br />

Issuer under the Terms and Conditions of the Notes with the same effect as if the New<br />

Issuer had been named as the Issuer thereunder.<br />

The Issuer may at any time, designate any branch or office of the Issuer outside the<br />

Federal Republic of Germany as the branch or office primarily responsible for the due<br />

and punctual payment in respect of the Notes then outstanding and the performance of<br />

all of the Issuer’s other obligations under all the Notes then outstanding.<br />

The Notes may be issued in such denominations as set out in the Terms and<br />

Conditions and the Final Terms of each Series of Notes or in each case, such other<br />

minimum denomination as may be allowed or required from time to time by the relevant<br />

central bank (or equivalent body) or any laws or regulations applicable to the relevant<br />

currency.<br />

Taxation: Payments of principal and interest in respect of the Notes will be made without<br />

withholding or deduction for or on account of any present or future taxes or duties of<br />

whatever nature imposed or levied by or on behalf of the Federal Republic of Germany,<br />

or any political subdivision or any authority thereof or therein having power to tax unless<br />

such withholding or deduction is required by law. In the event that taxes or duties are<br />

imposed or levied, the Issuer will, subject to the exceptions set forth in § 9 of the<br />

relevant Terms and Conditions, pay such additional amounts as shall be necessary in<br />

order that the net amounts received by the Noteholders of the Notes after such<br />

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