MMCapS XVII Final Offering Circular - Irish Stock Exchange

RISK FACTORS
Prospective Noteholders should consider, among other things, the following factors in connection with the
purchase of the Notes.
1. Non-recourse Obligations. The Class A Notes, Class B Notes and Class C Notes will be non-recourse
obligations of the Co-Issuers, and the Income Notes will be non-recourse obligations of the Issuer, in each case
payable solely from the Trust Estate (including the Collateral Debt Securities pledged to secure the Notes). The
Issuer, as a special purpose company, will have no significant assets other than the Collateral Debt Securities, the
Class A/B Reserve Account, the Expense Reserve Account, the Interest Collection Account, the Principal Collection
Account, the Semiannual Receipts Account, any Hedge Counterparty Collateral Account and its interest in the
Hedge Agreements and the Collateral Management Agreement. The Co-Issuer will have no significant assets.
Except for the Co-Issuers, no person or entity will be obligated to make any payments on the Notes. The Notes are
not deposits or other obligations of any bank or other depository institution or any insurance company and are not
insured by the Federal Deposit Insurance Corporation (the “FDIC”), any insurance guaranty fund, any insurance
regulatory authority or any governmental agency or instrumentality thereof. Consequently, Noteholders must rely
solely upon collections on the Collateral Debt Securities for the payment of amounts payable in respect of the Notes.
If collections on the Collateral Debt Securities are insufficient to make payments on the Notes, no other assets of the
Issuer or any other person or entity will be available for the payment of the deficiency and, following liquidation of
all of the Collateral Debt Securities, the obligations of the Co-Issuers to pay such deficiency will be extinguished.
2. Risks Related to Banks, Thrifts, Insurance Companies and the Banking and Insurance Industries.
Payments under the Collateral Debt Securities, and in turn under the Notes, are highly dependent upon payments
received from (i) the Affiliated Depository Institutions and the Affiliated Insurance Institutions and their respective
subsidiaries, (ii) the Bank Subordinated Note Issuers and (iii) the Insurance Surplus Note Issuer. As such, the ability
of the Issuer and Co-Issuer to make payments under the Notes, as well as the credit ratings of the Notes, may be
adversely affected by the performance and earnings of and defaults and deferrals by such entities. Furthermore,
adverse developments with respect to the banking and thrift industry or the insurance industry, as the case may be, in
general may adversely affect the ability of the Issuer and the Co-Issuer to make payments under the Notes and may
also adversely affect the rating, market value and/or liquidity of the Notes.
3. Nature of the Bank Capital Securities and Corresponding Debentures. Each Bank Capital Securities
Issuer’s only source of cash to make payments on its Bank Capital Securities will be payments it receives from its
parent Affiliated Depository Institution on its Corresponding Debentures. The obligations of each Affiliated
Depository Institution under its Guarantee and its Corresponding Debentures are unsecured and subordinate and
junior in right of payment to all present and future Senior Indebtedness of such Affiliated Depository Institution. No
payment of principal of or premium, if any, or interest on any Corresponding Debenture may be made if (i) any
Senior Indebtedness of the issuing Affiliated Depository Institution is not paid when due and any applicable grace
period with respect to such default has ended with such default not having been cured or waived or ceasing to exist
or (ii) the maturity of any Senior Indebtedness of the issuing Affiliated Depository Institution has been accelerated
because of a default and such acceleration has not been rescinded or cancelled. In the event of the bankruptcy,
liquidation or dissolution of an Affiliated Depository Institution, its assets would be available to pay obligations
under the Corresponding Debentures only after all payments have been made on its Senior Indebtedness. Any
Affiliated Depository Institution or any subsidiary of any Affiliated Depository Institution may incur additional
indebtedness, liabilities and obligations (including Senior Indebtedness), which may consist of other debt securities
issued by such Affiliated Depository Institution related to preferred securities of other subsidiaries of such Affiliated
Depository Institution, and other indebtedness ranking senior to the related Corresponding Debentures to the extent
of any collateral securing such other indebtedness. In addition, Affiliated Depository Institutions may be parties to
agreements with holders of Senior Indebtedness that have the practical effect of further subordinating the rights of
holders of the related Corresponding Debentures to such holders of Senior Indebtedness under certain
circumstances. See “Security for the Notes— Description of the Bank Capital Securities— Terms of the Guarantees”
and “—Terms of the Corresponding Debentures— Subordination.”
The holders of the Bank Capital Securities will not be able to enforce directly any remedies available to
holders of the Corresponding Debentures other than in respect of a default that is attributable to a payment default
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