MMCapS XVII Final Offering Circular - Irish Stock Exchange

Noteholders. If an Optional Notes Redemption occurs, it may result in the Income Noteholders incurring a loss on
their investment and, because the Issuer is required to sell all of the Collateral Debt Securities in connection with an
Optional Notes Redemption, the return, if any, received by the Noteholders on their investment in the Income Notes
will be affected by the credit quality of the Collateral Debt Securities and interest rate and other market conditions
on the date the related sale of Collateral Debt Securities occurs. See “Description of the Notes— Optional Notes
Redemption”.
15. The Issuer. The Issuer is a recently formed entity and has no prior operating history or prior business
experience. The Issuer 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, which in each case will be pledged to secure the Notes.
The Issuer will not engage in any business activity other than the issuance of the Notes as described herein, the
acquisition and sale of Collateral Debt Securities, certain activities conducted in connection with the payment of
amounts in respect of the Notes and other activities incidental to the foregoing. The Issuer is an exempted company
with limited liability incorporated under the laws of the Cayman Islands and all of its directors reside in the Cayman
Islands. Because the Issuer is a Cayman Islands company, it may not be possible for investors to enforce against the
Issuer in United States courts judgments predicated upon the civil liability provisions of the United States securities
laws.
16. The Co-Issuer. The Co-Issuer is a newly formed entity and has no prior operating history or prior business
experience. The Co-Issuer does not have and will not have any significant assets. The Co-Issuer will not engage in
any business activity other than the co-issuance of the Class A Notes, Class B Notes and Class C Notes, and will not
be an obligor on the Income Notes.
17. Withholding Taxes. The Issuer may acquire (a) a Capital Security issued by a trust that holds
Corresponding Debentures of a U.S. entity or (b) a Bank Subordinated Note or Insurance Surplus Note of a U.S.
issuer only if (i) the Issuer has received an opinion of counsel to the effect that such Collateral Debt Security (or the
related Corresponding Debenture) will be treated as debt for U.S. federal income tax purposes, (ii) the offering
document related to the original issuance of such Collateral Debt Security provides that an opinion of counsel was
received by the issuer thereof (or the related Affiliated Depository Institution or Affiliated Insurance Institution, if
applicable) to the effect that, or such U.S. issuer otherwise indicates that, such Collateral Debt Security (or related
Corresponding Debenture) will be treated as debt for U.S. federal income tax purposes, or (iii) the Issuer reasonably
believes that such Collateral Debt Security (or related Corresponding Debenture) will be treated as debt for U.S.
federal income tax purposes. Accordingly, under current law, the Issuer does not expect that income derived by the
Issuer in respect of such Collateral Debt Securities will be subject to U.S. withholding tax. In addition, it is not
expected that the Hedge Agreements entered into by the Issuer will be subject to U.S. withholding tax. If a
Corresponding Debenture, Bank Subordinated Note or Insurance Surplus Note were not treated as debt for U.S.
federal income tax purposes, income derived by the Issuer in respect of the related Collateral Debt Security could be
subject to U.S. withholding tax. Further, income derived by the Issuer in respect of the Collateral Debt Securities
could become subject to withholding tax as a result of a change in applicable law, possibly with retroactive effect.
In certain circumstances, the Issuer may be entitled to additional amounts in respect of withheld tax; however, if a
withholding tax were imposed on income derived by the Issuer in respect of the Collateral Debt Securities and such
withholding tax were not offset by any payment of additional amounts, such withholding tax could impair the
Issuer’s ability to make payments on the Notes.
The Issuer may acquire (a) a Capital Security issued by a trust that holds Corresponding Debentures of a
non-U.S. entity, or (b) a Bank Subordinated Note or Insurance Surplus Note of a non-U.S. issuer only if (i) the issuer
thereof has received an opinion of counsel to the effect that payments with respect to such Collateral Debt Security
were not at the time of issuance thereof subject to withholding tax in the jurisdiction of such issuer, (ii) the offering
document related to the original issuance of such Collateral Debt Security provides that an opinion of counsel was
received by the issuer thereof (or the related Affiliated Depository Institution or Affiliated Insurance Institution, if
applicable) to the effect that, or such issuer otherwise indicates that, payments with respect to such Collateral Debt
Security were not then subject to withholding tax in the jurisdiction of such issuer, or (iii) the Issuer otherwise
reasonably believes that payments with respect to such Collateral Debt Security were not at the time of issuance
thereof subject to withholding tax in the jurisdiction of such issuer. However, it is possible that payments in respect
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