Common use of Risk Retention Rules Clause in Contracts

Risk Retention Rules. Notwithstanding the foregoing, the Issuer may sell a limited portion of the Securities to, or for the account or benefit of, Risk Retention U.S. Persons under the certain foreign-foreign transactions safe harbor in the U.S. Risk Retention Rules. The U.S. Risk Retention Rules generally require the "securitizer" of a "securitization transaction" to retain at least 5% of the "credit risk" of "securitized assets", as such terms are defined for purposes of U.S. Risk Retention Rules, and generally prohibit a securitizer from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer is required to retain. The U.S. Risk Retention Rules also provide for certain exemptions from the risk retention obligations. The issuance of the Securities will not involve retention by a securitizer as contemplated by the U.S. Risk Retention Rules, but instead will be made in reliance on a safe harbor exemption in the U.S. Risk Retention Rules for certain foreign-related transactions. To qualify for the "foreign-related transaction" exemption, non-U.S. transactions must meet certain requirements, including that (1) the transaction is not required to be and is not registered under the Securities Act; (2) no more than 10% of the securities issued in the securitization transaction are sold or transferred to, or for the account or benefit of, U.S. persons (as defined in the U.S. Risk Retention Rules and referred to in this Offering Circular as "Risk Retention U.S. Persons"); (3) neither the sponsor nor the issuer of the securitization transaction is (i) organized under the laws of the United States or any state or other jurisdiction in the United States or (ii) is an unincorporated branch or office (wherever located) of an entity organized under the laws of the United States or any state or other jurisdiction in the United States or (iii) is an unincorporated branch or office located in the United States of a non-U.S. entity; and (4) no more than 25% of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or issuer organized or located in the United States. It is not certain whether the "certain foreign-related transaction" exemption from the U.S. Risk Retention Rules will be available. Failure of the offering to comply with the U.S. Risk Retention Rules (regardless of the reason for the failure to comply) could give rise to regulatory action, which may adversely affect the Securities. Furthermore, the impact of the U.S. Risk Retention Rules on the securitization markets generally is uncertain, and a failure by a transaction to comply with the U.S. Risk Retention Rules could negatively affect the market value and secondary market liquidity of the Securities. EU Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFMD") came into force on 21 July 2011 and the requirements thereunder were broadly implemented into the national laws of the Member States of the European Union by 22 July 2013. AIFMD provides, amongst other things, that all alternative investment funds ("AIFs") must have a designated alternative investment fund manager ("AIFM") with responsibility for portfolio and risk management. If the Issuer is an AIF (which may be determined by reference to any transactions it has entered into) the provisions of AIFMD would apply to the Issuer's AIFM. In addition, the Issuer may constitute a "financial counterparty" for the purposes of EMIR and become subject to the clearing obligation (which would require it to post margin to an authorised or recognised central clearing counterparty) and/or to post margin to any market counterparty. Investors should therefore be aware of the risk that the requirements of AIFMD may result in (i) Notes being redeemed early at the Early Redemption Amount in the circumstances set out in Condition 7(c)(v) (Mandatory Redemption) or (ii) Warrants being cancelled early at the Cancellation Amount in the circumstances set out in Condition 25(b)(v) (Mandatory Cancellation). Given the material extent of the risks which may affect the Notes or Alternative Investments as a consequence of the implementation of AIFMD, potential investors in the Notes or Alternative Investments should take independent advice and make an independent assessment about such risks in the context of any potential investment decision with respect to the Notes or Alternative Investments.

Risk Retention Rules. Notwithstanding the foregoing, the Issuer may sell a limited portion of the Securities to, or for the account or benefit of, Risk Retention U.S. Persons under the certain foreign-foreign transactions safe harbor in the U.S. Risk Retention Rules. The U.S. Risk Retention Rules generally require the "securitizer" of a "securitization transaction" to retain at least 5% of the "credit risk" of "securitized assets", as such terms are defined for purposes of U.S. Risk Retention Rules, and generally prohibit a securitizer from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer is required to retain. The U.S. Risk Retention Rules also provide for certain exemptions from the risk retention obligations. The issuance of the Securities will not involve retention by a securitizer as contemplated by the U.S. Risk Retention Rules, but instead will be made in reliance on a safe harbor exemption in the U.S. Risk Retention Rules for certain foreign-related transactions. To qualify for the "foreign-related transaction" exemption, non-U.S. transactions must meet certain requirements, including that (1) the transaction is not required to be and is not registered under the Securities Act; (2) no more than 10% of the securities issued in the securitization transaction are sold or transferred to, or for the account or benefit of, U.S. persons (as defined in the U.S. Risk Retention Rules and referred to in this Offering Circular as "Risk Retention U.S. Persons"); (3) neither the sponsor nor the issuer of the securitization transaction is (i) organized under the laws of the United States or any state or other jurisdiction in the United States or (ii) is an unincorporated branch or office (wherever located) of an entity organized under the laws of the United States or any state or other jurisdiction in the United States or (iii) is an unincorporated branch or office located in the United States of a non-U.S. entity; and (4) no more than 25% of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or issuer organized or located in the United States. It is not certain whether the "certain foreign-related transaction" exemption from the U.S. Risk Retention Rules will be available. Failure of the offering to comply with the U.S. Risk Retention Rules (regardless of the reason for the failure to comply) could give rise to regulatory action, which may adversely affect the Securities. Furthermore, the impact of the U.S. Risk Retention Rules on the securitization markets generally is uncertain, and a failure by a transaction to comply with the U.S. Risk Retention Rules could negatively affect the market value and secondary market liquidity of the Securities. EU Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFMD") came into force on 21 July 2011 and the requirements thereunder were broadly implemented into the national laws of the Member States of the European Union by 22 July 2013. AIFMD provides, amongst other things, that all alternative investment funds ("AIFs") must have a designated alternative investment fund manager ("AIFM") with responsibility for portfolio and risk management. If the Issuer is an AIF (which may be determined by reference to any transactions it has entered into) the provisions of AIFMD would apply to the Issuer's AIFM. In addition, the Issuer may constitute a "financial counterparty" for the purposes of EMIR and become subject to the clearing obligation (which would require it to post margin to an authorised or recognised central clearing counterparty) and/or to post margin to any market counterparty. Investors should therefore be aware of the risk that the requirements of AIFMD may result in (i) Notes being redeemed early at the Early Redemption Amount in the circumstances set out in Condition 7(c)(v) (Mandatory Redemption) or (ii) Warrants being cancelled early at the Cancellation Amount in the circumstances set out in Condition 25(b)(v) (Mandatory Cancellation). Given the material extent of the risks which may affect the Notes or Alternative Investments as a consequence of the implementation of AIFMD, potential investors in the Notes or Alternative Investments should take independent advice and make an independent assessment about such risks in the context of any potential investment decision with respect to the Notes or Alternative Investments.

Risk Retention Rules. Notwithstanding the foregoing, the Issuer may sell a limited portion of the Securities to, or for the account or benefit of, Risk Retention U.S. Persons under the certain foreign-foreign transactions safe harbor in an exemption from the U.S. Risk Retention Rules. The U.S. Risk Retention Rules generally require the "securitizer" of a "securitization transaction" to retain at least 5% of the "credit risk" of "securitized assets", as such terms are defined for purposes of U.S. Risk Retention Rules, and generally prohibit a securitizer from directly or indirectly eliminating or reducing its credit exposure by hedging or otherwise transferring the credit risk that the securitizer is required to retain. The U.S. Risk Retention Rules also provide for certain exemptions from the risk retention obligations. The issuance of the Securities will not involve retention by a securitizer as contemplated by the U.S. Risk Retention Rules, but instead will be made in reliance on a safe harbor an exemption in from the U.S. Risk Retention Rules for certain foreignnon-related U.S. transactions. To qualify for the "foreign-related transaction" safe harbor exemption, non-U.S. transactions must meet certain requirements, including that (1) the transaction is not required to be and is not registered under the Securities Act; (2) no more than 10% of the securities issued in the securitization transaction are sold or transferred to, or for the account or benefit of, U.S. persons (as defined in the U.S. Risk Retention Rules and referred to in this Offering Circular prospectus as "Risk Retention U.S. Persons"); (3) neither the sponsor nor the issuer of the securitization transaction is (i) organized under the laws of the United States U.S. law or any state or other jurisdiction in the United States or (ii) is an unincorporated a branch or office (wherever located) of an entity organized under the laws of the United States or any state or other jurisdiction in the United States or (iii) is an unincorporated branch or office located in the United States of a non-U.S. entity; and (4) no more than 25% of the underlying collateral was acquired from a majority-owned affiliate or branch of the sponsor or issuer organized or located in the United States. It is not certain whether the "certain foreign-related transaction" safe harbor exemption from the U.S. Risk Retention Rules will be available. Failure of the offering to comply with the U.S. Risk Retention Rules (regardless of the reason for the failure to comply) could give rise to regulatory action, action which may adversely affect the Securities. Furthermore, the impact of the U.S. Risk Retention Rules on the securitization markets generally is uncertain, and a failure by a transaction to comply with the U.S. Risk Retention Rules could negatively affect the market value and secondary market liquidity of the Securities. EU Directive 2011/61/EU on Alternative Investment Fund Managers ("AIFMD") came into force on 21 July 2011 and the requirements thereunder were broadly implemented into the national laws of the Member States of the European Union by 22 July 2013. AIFMD provides, amongst other things, that all alternative investment funds ("AIFs") must have a designated alternative investment fund manager ("AIFM") with responsibility for portfolio and risk management. If the Issuer is an AIF (which may be determined by reference to any transactions it has entered into) the provisions of AIFMD would apply to the Issuer's AIFM. In addition, the Issuer may constitute a "financial counterparty" for the purposes of EMIR and become subject to the clearing obligation (which would require it to post margin to an authorised or recognised central clearing counterpartya CCP) and/or to post margin to any market counterparty. Investors should therefore be aware of the risk that the requirements of AIFMD may result in (i) Notes being redeemed early at the Early Redemption Amount in the circumstances set out in Condition 7(c)(v) (Mandatory Redemption) or (ii) Warrants being cancelled early at the Cancellation Amount in the circumstances set out in Condition 25(b)(v) (Mandatory Cancellation). Given the material and presently unknown extent of the risks which may affect the Notes or Alternative Investments as a consequence of the implementation of AIFMD, potential investors in the Notes or Alternative Investments should take independent advice and make an independent assessment about such risks in the context of any potential investment decision with respect to the Notes or Alternative Investments.