MMCapS XVII Final Offering Circular - Irish Stock Exchange

NOTICE TO PURCHASERS
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT, THE INVESTMENT COMPANY ACT, THE SECURITIES LAWS OR INSURANCE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION
AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE. THE NOTES ARE ALSO SUBJECT TO CERTAIN OTHER RESTRICTIONS ON TRANSFER
DESCRIBED HEREIN. PROSPECTIVE PURCHASERS OF THE NOTES SHOULD PROCEED ON THE
ASSUMPTION THAT THEY MUST HOLD THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE NOTES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF, AND ARE NOT
INSURED OR GUARANTEED BY, THE INITIAL PURCHASERS, THE PLACEMENT AGENTS, THE
COLLATERAL MANAGER, THE TRUSTEE, THE SHARE TRUSTEE, THE ADMINISTRATOR, ANY
COLLATERAL DEBT SECURITIES ISSUER, AFFILIATED DEPOSITORY INSTITUTION OR AFFILIATED
INSURANCE INSTITUTION OR THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS OR
OFFICIALS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY AFFILIATES OF THE CO-ISSUERS.
THE CLASS A NOTES, CLASS B NOTES AND CLASS C NOTES ARE NON-RECOURSE
OBLIGATIONS OF THE CO-ISSUERS AND THE INCOME NOTES ARE NON-RECOURSE OBLIGATIONS
OF THE ISSUER ONLY. PRINCIPAL OF, INTEREST ON AND OTHER AMOUNTS PAYABLE IN RESPECT
OF THE NOTES WILL BE PAID SOLELY FROM AND TO THE EXTENT OF THE AVAILABLE PROCEEDS
FROM THE COLLECTIONS ON THE COLLATERAL DEBT SECURITIES PLEDGED TO SECURE THE
NOTES AND PAYMENTS RECEIVED UNDER ANY HEDGE AGREEMENTS, WHICH ARE THE ONLY
SOURCES OF PAYMENT OF AMOUNTS PAYABLE IN RESPECT OF THE NOTES.
FOR THESE REASONS, AMONG OTHERS, AN INVESTMENT IN THE NOTES IS NOT SUITABLE
FOR ALL INVESTORS AND IS APPROPRIATE ONLY FOR AN INVESTOR CAPABLE OF (A) ANALYZING
AND ASSESSING THE RISKS ASSOCIATED WITH DEFAULTS, LOSSES AND RECOVERIES ON, AND
OTHER CHARACTERISTICS OF, INSTRUMENTS SUCH AS THE COLLATERAL DEBT SECURITIES, AND
(B) BEARING SUCH RISKS AND THE FINANCIAL CONSEQUENCES THEREOF AS THEY RELATE TO
AN INVESTMENT IN THE NOTES.
NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN
THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF OR RECOMMENDED OR
GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
EXCEPT AS SET FORTH IN THIS OFFERING CIRCULAR, NO PERSON IS AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS OFFERING
CIRCULAR AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY OF THE NOTES OFFERED HEREBY IN ANY JURISDICTION
TO ANY PERSON TO WHICH IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION OR TO
ANY PERSON WHO HAS NOT RECEIVED A COPY OF EACH CURRENT AMENDMENT OR
SUPPLEMENT HERETO, IF ANY.
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