MMCapS XVII Final Offering Circular - Irish Stock Exchange

settlement of the Notes on the Closing Date is not conditioned on the listing of
the Notes on the ISE. See “Listing and General Information.”
Certain Tax Consequences
Certain ERISA Considerations
Legal Investment
For a discussion of certain income tax consequences to purchasers of the
Notes, see “Income Tax Considerations” herein.
For a discussion of certain ERISA consequences to purchasers of the Notes,
see “Certain ERISA Considerations” herein.
Institutions whose investment activities are subject to legal investment laws
and regulations or to review by certain regulatory authorities may be subject to
restrictions on investment in the Notes. See “Certain Legal Investment
Considerations.”
Ratings It is a condition to the issuance of the Notes that the Class A-1 and Class A-2
Notes each be rated “Aaa” by Moody’s, “AAA” by Fitch and “AAA” by S&P,
that the Class B Notes each be rated at least “Aa2” by Moody’s, at least “AA”
by S&P and at least “AA” by Fitch and that the Class C-1 Notes and the Class
C-2 Notes each be rated at least “A2” by Moody’s and at least “A” by Fitch.
The ratings of the Class A Notes, Class B Notes and Class C Notes address
timely payment of interest and ultimate payment of principal (in the case of the
Class C-1 Notes and Class C-2 Notes, the addition of Class C-1 Note Deferred
Interest and Class C-2 Note Deferred Interest to the principal balance of the
Class C-1 Notes and the Class C-2 Notes, respectively, as described herein
rather than the payment of interest in cash is not a failure to timely pay interest
on the Class C-1 Notes or the Class C-2 Notes).
The Income Notes will not be rated by any rating agency.
A security rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning rating
agency. In the event that a rating initially assigned to the Class A Notes, Class
B Notes or Class C Notes is subsequently lowered or withdrawn for any
reason, no person or entity is obligated to provide any additional support or
credit enhancement with respect to the Notes.
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