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COMMERZBANK AKTIENGESELLSCHAFT

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Reference Entity Risks<br />

The Notes do not create any legal relationship between the Noteholders and the Reference Entities.<br />

The Noteholders will not have any right of recourse against the relevant Reference Entity in the event<br />

of any loss.<br />

Neither the Issuer nor any other person on behalf of the Issuer makes any representation or warranty<br />

or accepts any responsibility whatsoever with respect to the creditworthiness of any Reference Entity<br />

or otherwise that no Credit Linkage Event will occur with respect to any Reference Entity.<br />

Volatility Risk due to Credit Linkage<br />

If during the term of a Note, the creditworthiness of one or more Reference Entities deteriorates<br />

significantly without the occurrence of a Credit Linkage Event being imminent, this may materially<br />

adversely affect the market price of the Notes; such effect may also depend on the correlations<br />

between the assets of the Reference Entities in the case of more than one Reference Entity (see<br />

"Correlation Risks" below).<br />

Moreover, the price of the Notes depends on the development of market prices of other credit default<br />

swaps relating to the Reference Entity or Reference Entities.<br />

Such credit default swap prices, in turn, are subject to volatility. Changes in the market price of the<br />

relevant credit default swap may differ from the change in price of the Notes following the deterioration<br />

of the creditworthiness of any relevant Reference Entity. Such a deterioration in the creditworthiness of<br />

any relevant Reference Entity may cause the price of the Note to go down.<br />

Furthermore, the change in the market price of the credit default swap does not only depend on the<br />

expected creditworthiness in relation to the relevant Reference Entity or Reference Entities, but also<br />

on factors such as the expectation of the market regarding the likelihood of debtors defaulting in<br />

general. This may result in a negative impact on the price of the Notes due to price changes in the<br />

overall default swaps market, even if no change has occurred regarding the expected creditworthiness<br />

with respect to the Reference Entity or Reference Entities underlying the Notes. The market price of<br />

Derivative Notes on the market is subject to greater levels of risk than is the market price of other<br />

Notes.<br />

Correlation Risks<br />

The correlation between Reference Entities may affect the market price of the Notes linked to more<br />

than one of the Reference Entities.<br />

The term "correlation" as used herein refers to any correlation of at least two Reference Entities,<br />

expressed as a percentage, whereby 100% means absolute positive correlation and – 100% means<br />

absolute negative correlation.<br />

A positive correlation indicates that the probability of the occurrence of Credit Linkage Events of any<br />

two Reference Entities (Event Probability) tend to move in the same direction, a negative correlation<br />

indicates that the Event Probabilities move in opposite directions. In the case of independent<br />

movement of the Event Probability the correlation would be zero.<br />

Correlation can change over time. Depending on the structure of the Notes, a change in correlation<br />

can have a positive or negative effect on the market value of the Notes.<br />

Conflicts of interest in relation to Reference Entities<br />

The Issuer, the Determination Agent and their affiliates are entitled to purchase and sell the Notes for<br />

their own account or for the account of others, to issue further Notes and to engage in transactions<br />

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