(b) Each underwriter, severally but not jointly, represents to and agrees with the Depositor that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Offered Notes which are the subject of the offering to any EU Retail Investor in the European Economic Area. For the purposes of this provision:
(i) the expression EU Retail Investor means a person who is one (or more) of the following:
(1) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II);
(2) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(3) not a qualified investor (an EU Qualified Investor) as defined in Article 2 of Regulation (EU) 2017/1129 (as amended, the EU Prospectus Regulation); and
(ii) the expression offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe for the Offered Notes.
(c) The countries comprising the European Economic Area are Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, the Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden.
(d) Each Underwriter, severally but not jointly, represents, warrants and agrees that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the issuing entity or the Depositor; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Offered Notes in, from or otherwise involving the United Kingdom.
17. Recognition of the U.S. Special Resolution Regimes.
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
18. Definitions. The terms which follow, when used in this Agreement, shall have the meanings indicated. Singular also includes the plural.
17g-5 Representation mans a written representation that satisfies the requirements of paragraph (a)(3)(iii) (A) through (E) of Rule 17g-5 of the Exchange Act.
ABS Informational and Computational Material has the meanings given such term in Item 1101(a) of Regulation AB under the Exchange Act.
Accountants Report means the Report of Independent Accountants on Applying Agreed-Upon Procedures identified on Schedule II.
Applicable Time means the date and time identified on Schedule II.
BHC Act Affiliate has the meaning assigned to the term affiliate in, and shall be interpreted in accordance with, 12 U.S.C. 1841(k).
Bloomberg Information means, collectively, the information on Bloomberg to prospective investors relating to (A) information relating to the class, size, rating, price, CUSIPs, coupon, yield, spread, benchmark, status and/or legal maturity date of the Offered Notes, the weighted average life, expected final payment date, trade date, settlement date and payment window of one or more classes of Offered Notes, the prepayment speed and clean-up call information of the Offered Notes and the underwriters for one or more classes of the Offered Notes, (B) the eligibility of the Offered Notes to be purchased by ERISA plans, (C) any derivatives expected to be entered into in connection with the Offered Notes, and the weighted average life and payment window of one or more classes of Offered Notes and (D) a column or other entry showing the status of the subscriptions for the Offered Notes (both for the issuance as a whole and for each Underwriters retention).
Bloomberg Screen means the Bloomberg Information contained in the Bloomberg screen identified on Schedule II.
Closing Date means the date and time identified on Schedule II, or at such other time and place not later than seven full business days thereafter as the Representative and the Depositor determine.
Commission means the Securities and Exchange Commission.
Contract of Sale has the meaning assigned to that term in, and shall be interpreted in accordance with, Rule 159 of the Securities Act.
Corrected Prospectus means a Preliminary Prospectus that corrects any material misstatements or omissions in a Defective Prospectus.