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COMMERZBANK AKTIENGESELLSCHAFT

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(including hedging transactions) with respect to the Reference Entities or Reference Obligations of the<br />

Reference Entities. The Issuer, the Determination Agent and their affiliates are also entitled to exercise<br />

a function in relation to the Notes other than the present function and to issue additional derivative<br />

instruments in relation to the potential Reference Obligations or the Reference Entities. Such<br />

transactions may favourably or adversely affect the market price of the Notes. If additional and<br />

competing products are introduced in the markets, this may adversely affect the value of the Notes.<br />

The Issuer, the Determination Agent and their affiliates are entitled in connection with any future<br />

securities issues by the Reference Entities to act as managers, financial advisers for the relevant<br />

Reference Entity or as commercial bank for a Reference Entity. Such activities may result in conflicts<br />

of interest.<br />

The Issuer, the Determination Agent and their affiliates may on the issue date of the Notes or at any<br />

time thereafter be in possession of information in relation to any Reference Entities that may be<br />

material to holders of any Notes and that may not be publicly available or not known to the<br />

Noteholders. There is no obligation on the part of the Issuer, the Determination Agent or their affiliates<br />

to disclose any such information to the Noteholders.<br />

Risk of Credit Default Swap Spread Tightening<br />

Irrespective of the occurrence of a Credit Linkage Event, payments under the Notes may be linked to<br />

the Protection Value of one or more Hypothetical Credit Default Swaps (the determination of<br />

"Protection Value" will be specified in the Final Terms) relating to the Reference Entities.<br />

With respect to certain types of Notes, the calculation of interest payments may be based on the<br />

Protection Value. The Protection Value is expressed as a percentage of the Principal Amount of the<br />

Notes and is equal to the present values of the premium legs of one or more Hypothetical Credit<br />

Default Swaps in relation to the Reference Entities with a certain maturity and a nominal amount to be<br />

specified in the Terms and Conditions.<br />

The Protection Value, calculated on a similar basis as described above, may also become relevant for<br />

the Redemption Amount payable at maturity of certain types of Notes (irrespective of any additional<br />

payments in the case of a Credit Event).<br />

Similar determinations with respect to payments may also be applicable in case of Notes relating to<br />

more than one Reference Entity where the Hypothetical Credit Default Swap(s) with respect to all<br />

Reference Entities become(s) relevant and, if applicable, in addition, allow(s) for the weightings of the<br />

Reference Entities, all as set out in the Final Terms.<br />

As a consequence, tightening of Credit Default Swap Spreads may have a negative effect on the<br />

market value of the Notes, on interest payments and/or the repayment amount of the Notes.<br />

Substitution of Reference Entities or of the Reference Portfolio<br />

As a result of mergers or other events involving Reference Entities, the Reference Entity or, in the<br />

case of more than one Reference Entity, the composition of the Reference Entities within the portfolio<br />

of Reference Entities may change. This could result in the risk that the Reference Entity or the portfolio<br />

of Reference Entities, as the case may be, following such changes can, in economic terms, no longer<br />

be compared with the relevant Reference Entity or the portfolio of Reference Entities prior to such<br />

changes. Any risk which may result from such a change of Reference Entities will be borne by the<br />

holders of the Notes.<br />

The Final Terms may provide that in case of a Succession Event (as defined in § 6 of the Terms and<br />

Conditions), a Reference Entity may become Successor (as defined in § 6 of the Terms and<br />

Conditions) of another Reference Entity. If a Credit Event has already occurred and been notified<br />

accordingly in relation to such Successor prior to the relevant Succession Event, such previous Credit<br />

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