Obligation ABC SME Leasing Germany S.A. 0.313% ( XS1480826004 ) en EUR

ABC SME Leasing Germany S.A.

100 % ⇌

Luxembourg

XS1480826004 ( en EUR )

0.313% par an ( paiement annuel )

20/07/2027

Prospectus brochure de l'obligation ABC SME LEASE GERMANY S.A XS1480826004 en EUR 0.313%, échéance 20/07/2027

21/02/2026 ( Dans 12 jours )

ABC SME Lease Germany S.A. est une société de leasing spécialisée dans le financement de petites et moyennes entreprises (PME) en Allemagne.

Le marché obligataire présente une émission notable sous le code ISIN XS1480826004, émise par ABC SME LEASE GERMANY S.A. Cette entité, dont la raison sociale suggère une spécialisation dans les services de financement et de crédit-bail (leasing) destinés aux petites et moyennes entreprises (PME) principalement en Allemagne, a structuré cette obligation à partir du Luxembourg, son pays d'émission. Actuellement négociée sur le marché à 100% de sa valeur nominale, cette obligation est libellée en Euros (EUR) et offre un taux d'intérêt annuel de 0,313%. Sa date de maturité est fixée au 20 juillet 2027, avec une fréquence de paiement des intérêts annuelle, offrant ainsi une visibilité claire sur les flux de trésorerie pour les investisseurs.

PROSPECTUS

Issuer: abc SME Lease Germany SA, acting in respect of its Compartment 3
(a public company incorporated with limited liability as a société anonyme under the laws of Luxembourg with registered trade
number B178866)

EUR 349,900,000 Class A Fixed Rate Amortising Notes due July 2027 (the "Class A Notes")
Issue Price: 100 %
EUR 29,200,000 Class B Fixed Rate Amortising Notes due July 2027 (the "Class B Notes")
Issue Price: 100 %
EUR 19,500,000 Class C Fixed Rate Amortising Notes due July 2027 (the "Class C Notes")
Issue Price: 100 %
EUR 34,700,000 Class D Variable Rate Amortising Notes due July 2027 (the "Class D Notes")
Issue Price: 100 %

The Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (collectively, the "Notes" and each such class, a
"Class") of abc SME Lease Germany SA an unregulated securitisation vehicle established in the form of a société anonyme, subject to the
provisions of the Luxembourg law of 22 March 2004 on securitisation, as amended (the "Securitisation Law"), having its registered
office at 52-54 Avenue du X Septembre, L-2550 Luxembourg, Luxembourg and registered with the Luxembourg trade and companies
register (Registre de Commerce et des Sociétés Luxembourg) under number B178866, acting in respect of its Compartment 3 (the
"Issuer)" are backed by a pool of lease receivables (the "Relevant Receivables") relating to movable lease objects (the "Lease
Objects") together with certain other collateral relating thereto (the Lease Objects, the other collateral (as specified in para. (b) to (e)
(inclusive) of the definition of Related Collateral in "Certain Definitions" of the Terms and Conditions of the Notes) and the proceeds
therefrom, the "Related Collateral", and together with the Relevant Receivables, the "Pool"). The Relevant Receivables were originated
by abcfinance GmbH or milon financial services GmbH, respectively (collectively, the "Lessors" and each a "Lessor") and result from
lease agreements (the "Lease Agreements") regarding the Lease Objects. The Relevant Receivables, together with the Related
Collateral, were forfaited on a non-recourse basis by the Lessors to abcbank GmbH (the "Seller") prior to 20 October 2016 (the "Note
Issuance Date"). As of the Note Issuance Date the aggregate outstanding nominal amounts of all Relevant Receivables (the "Aggregate
Outstanding Nominal Amount") is expected to be EUR 433,322,797.35.

The Issuer will apply the proceeds from the issue of the Notes to partially finance the aggregate Purchase Prices for the acquisition of the
Relevant Receivables, together with the Related Collateral, from the Seller under a receivables purchase agreement between the Issuer
and the Seller dated as of 17 October 2016 (the "Receivables Purchase Agreement") on the Note Issuance Date. The remainder of the
aggregate Purchase Prices will be financed by way of a subordinated loan granted to the Issuer by the Seller in its capacity as
subordinated loan provider.

The obligations of the Issuer under the Notes will be secured by first-ranking security interests granted to Wilmington Trust SP Services
(Frankfurt) GmbH (the "Security Trustee") acting in a fiduciary capacity for the holders of the Notes (the "Noteholders") pursuant to a
trust agreement between the Issuer and the Security Trustee dated as of 17 October 2016 (the "Trust Agreement").

This Prospectus constitutes a prospectus for the purpose of Article 5.3 of Directive 2003/71/EC (as amended) (the "Prospectus
Directive"). Application has been made to the Luxembourg financial sector regulator (Commission de Surveillance du Secteur
Financier) in its capacity as competent authority under the Luxembourg law relating to prospectuses for securities dated 10 July
2005, as amended (the "Prospectus Law 2005") for approval of this Prospectus for the purpose of giving information with
respect to the issue of the Notes. By approving this prospectus the Luxembourg financial sector regulator assumes no
responsibility as to the economic or financial soundness of this transaction or the quality and solvency of the Issuer. Application
has been made to the Luxembourg Stock Exchange for the Notes to be admitted to trading on the regulated market of the
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange is a regulated market for the purposes of the Markets in Financial Services Directive 2004/39/EC.

Raiffeisen Bank International AG (the "Lead Manager") will purchase the Notes from the Issuer and will offer the Notes, from time to
time, in negotiated transactions or otherwise, at varying prices to be determined at the time of the sale.

For a discussion of certain significant factors affecting investments in the Notes, see "RISK FACTORS" below. An investment in
the Notes is suitable only for financially sophisticated investors who are capable of evaluating the merits and risks of such
investment and who have sufficient resources to be able to bear any losses which may result from such investment. It should be
remembered that the price of securities and the income from them can go down as well as up.

The Notes will be governed by the laws of the Federal Republic of Germany ("Germany").

Arranger
Raiffeisen Bank International AG

Lead Manager
Raiffeisen Bank International AG

The date of this Prospectus is 17 October 2016.
For reference to the definitions of capitalised words and phrases appearing herein, see "INDEX OF DEFINED TERMS".

Each of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes will be initially represented
by a temporary global note in bearer form (each, a "Temporary Global Note") without interest coupons attached.
The Temporary Global Notes will be (i) in the aggregate principal amount of EUR 349,900,000 for the Class A
Notes, (ii) in the aggregate principal amount of EUR 29,200,000 for the Class B Notes, (iii) in the aggregate principal
amount of EUR 19,500,000 for the Class C Notes and (iv) in the aggregate principal amount of EUR 34,700,000 for
the Class D Notes, respectively. Each Temporary Global Note will be exchangeable, as described herein for a
permanent global note in bearer form (each, a "Permanent Global Note", and together with the Temporary Global
Notes, the "Global Notes" and each, a "Global Note") without interest coupons attached. The Temporary Global
Notes will be exchangeable not earlier than 40 calendar days and not later than 180 calendar days after the Note
Issuance Date, upon certification of non-U.S. beneficial ownership, for interests in the Permanent Global Note. The
Global Notes representing the Class A Notes will be deposited with a common safekeeper (the "Common
Safekeeper for the Class A Notes") appointed by Euroclear System S.A./N.V. as the operator of the Euroclear
System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream Luxembourg" and together with
Euroclear, the "Clearing Systems") on or prior to the Note Issuance Date. The Common Safekeeper for the Class A
Notes will hold the Global Notes representing the Class A Notes in custody for Euroclear and Clearstream
Luxembourg. The Global Notes representing the Class B Notes, the Class C Notes and the Class D Notes,
respectively, will be deposited with a common safekeeper (the "Common Safekeeper for the Class B Notes, the
Class C Notes and the Class D Notes, respectively" and together with the Common Safekeeper for the Class A
Notes, the "Common Safekeepers" and each, a "Common Safekeeper") appointed by the Principal Paying Agent
for the operator of Euroclear and for Clearstream Luxembourg on or prior to the Note Issuance Date. The Common
Safekeeper for the Class B Notes, the Class C Notes and the Class D Notes, respectively, will hold the Global Notes
representing the Class B Notes, the Class C Notes and the Class D Notes, respectively in custody for Euroclear and
Clearstream Luxembourg and any successor in such capacity. The Notes, issued in new global note form and
represented by Global Notes, may be transferred in book-entry form only. The Notes will be issued in
denominations of EUR 100,000. The Global Notes will not be exchangeable for definitive securities. See "TERMS
AND CONDITIONS OF THE NOTES -- Form and Denomination".

The Class A Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that the
Global Notes representing the Class A Notes are intended upon issue to be deposited with one of the Clearing
Systems as Common Safekeeper for the Class A Notes and does not necessarily mean that the Class A Notes will be
recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem
either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the
Eurosystem eligibility criteria.

THE NOTES REPRESENT OBLIGATIONS OF THE ISSUER ONLY AND DO NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SELLER, THE MASTER SERVICER (IF DIFFERENT), ANY
SUBSTITUTE SERVICER, THE BACK-UP SERVICER, ANY LESSOR, ANY SUB-SERVICER (IF
DIFFERENT), THE SECURITY TRUSTEE, THE DATA TRUSTEE, THE PRINCIPAL PAYING AGENT, THE
CORPORATE ADMINISTRATOR, THE COMMON SAFEKEEPERS, THE LEAD MANAGER, THE
ARRANGER OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PARTY (OTHER THAN THE
ISSUER) TO THE TRANSACTION DOCUMENTS. THE ISSUER WILL NOT ARRANGE FOR EITHER THE
NOTES NOR THE UNDERLYING RELEVANT RECEIVABLES TO BE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE SELLER, THE MASTER
SERVICER (IF DIFFERENT), ANY SUBSTITUTE SERVICER, THE BACK-UP SERVICER, ANY LESSOR,
ANY SUB-SERVICER (IF DIFFERENT), THE SECURITY TRUSTEE, THE DATA TRUSTEE, THE
PRINCIPAL PAYING AGENT, THE CORPORATE ADMINISTRATOR, THE COMMON SAFEKEEPERS,
THE LEAD MANAGER, THE ARRANGER OR ANY OF THE RESPECTIVE AFFILIATES OR ANY OTHER
PARTY (OTHER THAN THE ISSUER) TO THE TRANSACTION DOCUMENTS OR BY ANY OTHER
PERSON OR ENTITY EXCEPT AS DESCRIBED HEREIN.

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Class Class
Principal
Interest Rate
Issue
Expected
Legal Redemption
ISIN
Amount as of the
Price
Ratings
Date
Note Issuance Date
(Fitch/

Moody's)
A
EUR 349,900,000
0.063 %
100 %
AAA sf/
Payment Date
XS1480824215

Aaa (sf)
falling in July
2027

B EUR
29,200,000
0.313 %
100 %
not rated
Payment Date
XS1480825022
falling in July
2027

C
EUR 19,500,000
0.526 %
100 %
not rated
Payment Date
XS1480825881
falling in July
2027

D
EUR 34,700,000
Variable
100 %
not rated
Payment Date
XS1480826004
falling in July
2027

Interest on the Class A Notes will accrue on the outstanding principal amount of each Class A Note at a per annum
rate equal to 0.063 %. Interest on the Class B Notes will accrue on the outstanding principal amount of each Class B
Note at a per annum rate equal to 0.313 %. Interest on the Class C Notes will accrue on the outstanding principal
amount of each Class C Note at a per annum rate equal to 0.526%. Interest on the Class D Notes will accrue on the
outstanding principal amount of each Class D Note at a variable per annum rate. Interest will be payable in Euro by
reference to successive interest accrual periods (each, an "Interest Period") monthly in arrears on the twentieth
(20th) calendar day of each calendar month or if such day is not a Business Day, the next succeeding day which is a
Business Day, provided that no Payment Date with respect to the Notes will occur after all Notes have been fully
redeemed (each, a "Payment Date"). The first Payment Date of the Notes will be 21 November 2016. "Business
Day" means a day on which all relevant parts of the Trans-European Automated Real-time Gross Settlement
Express Transfer System2 ("TARGET2") are operational and on which commercial banks and foreign exchange
markets are open or required to be open for business in Cologne, Germany, Frankfurt am Main, Germany,
Wuppertal, Germany, Amsterdam, The Netherlands, London, the United Kingdom and Luxembourg. "Cut-Off
Date" means the last day of each calendar month or if such day is not a Business Day, the next succeeding day
which is a Business Day and, with respect to the Purchase Date, 30 September 2016. The first Cut-Off Date
following the Cut-Off Date with respect to the Purchase Date, will be 31 October 2016. See "TERMS AND
CONDITIONS OF THE NOTES -- Payments of Interest".

If any withholding or deduction for or on account of taxes should at any time apply to the Notes, payments of
interest on, and principal of, the Notes will be made subject to such withholding or deduction. The Notes will not
provide for any gross-up or other payments in the event that payments on the Notes become subject to any such
withholding or deduction on account of taxes. See "TAXATION".

Amortisation of the Notes will commence on the first Payment Date. See "TERMS AND CONDITIONS OF THE
NOTES -- Redemption".

The Notes will mature on the Payment Date falling in July 2027 (the "Legal Redemption Date") unless previously
redeemed in full. The Notes are expected to be redeemed on the Payment Date falling in November 2024 (the
"Scheduled Redemption Date") unless previously redeemed in full. In addition, the Notes will be subject to partial
redemption and/or optional redemption prior to the Legal Redemption Date in specific circumstances and subject to
certain conditions. See "TERMS AND CONDITIONS OF THE NOTES -- Redemption".

The Class A Notes are expected, on issue, to be rated by Fitch Ratings Limited ("Fitch") and Moody's Investors
Service Limited ("Moody's") and together with Fitch, the "Rating Agencies"). It is a condition of the issue of the
Class A Notes that it is assigned the ratings indicated in the above table.

Each rating of the Class A Notes by Moody's and Fitch addresses the likelihood that the Class A Noteholders will
receive all payments to which they are entitled, as described herein. The ratings of "AAA sf" is the highest rating

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that Fitch, assigns to long-term obligations. The rating assigned by Fitch takes into consideration the characteristics
of the Relevant Receivables and the structural, legal, tax and Issuer-related aspects associated with the Class A
Notes. The rating assigned by Moody's to the Class A Notes addresses the risk of expected loss in proportion to the
initial Class Principal Amount of the Class A Notes posed to the Class A Noteholders by the Legal Maturity Date.
The rating of "Aaa (sf)" is the highest rating that Moody's assigns to long-term debt obligations. The Moody's rating
addresses only the credit risks associated with this transaction.

However, the ratings assigned to the Class A Notes do not address the possibility that the Class A Noteholders might
suffer a lower than expected yield due to prepayments or amortisation or may fail to recoup their initial investments.
The ratings assigned to the Class A Notes should be evaluated independently against similar ratings of other types of
securities. A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal by the Rating Agencies at any time.

The Issuer has not requested ratings of the Class A Notes by any rating agency other than the Rating Agencies and
has not requested the Class B Notes, the Class C Notes and the Class D Notes (collectively, the "Unrated Notes") to
be rated by any rating agency; there can be no assurance, however, as to whether any rating agency other than the
Rating Agencies will rate the Class A Notes or, if it does, what rating would be assigned by such rating agency. The
ratings assigned to the Class A Notes by such other rating agency could be lower than the respective ratings
assigned by the Rating Agencies.

Under Article 405 of Regulation 2013/575/EU (the "CRR"), an institution (i.e., a credit institution or an investment
firm), other than when acting as an originator, a sponsor or original lender, shall hold the credit risk of a
securitisation position in its trading book or non-trading book only if the originator, sponsor or original lender has
explicitly disclosed to the institution that it will retain, on an ongoing basis, a material net economic interest which,
in any event, will not be less than 5 % of the aggregate nominal amount of securitised exposures. Pursuant to
Article 405 paragraph (1)(d) of the CRR, a net economic interest may be retained, inter alia, by way of retention of
a first loss tranche and, if necessary, of other tranches having the same or a more severe risk profile than the
tranches sold or transferred to investors and not maturing any earlier than the tranches sold or transferred to the
investors, so that the retention equals in total no less than 5 % of the aggregate nominal amount of the securitised
exposures.

Article 409 of the CRR requires, inter alia, that prospective investors have readily available access to all materially
relevant data on the credit quality and performance of the individual underlying exposures, cash flows and collateral
supporting the securitisation exposure as well as such information that is necessary to conduct comprehensive and
well informed stress tests on the cash flows and collateral values supporting the underlying exposures. For that
purpose, materially relevant data shall be determined pursuant to Article 409 as at the date of the securitisation and
where appropriate due to the nature of the securitisation thereafter.

Similar requirements to those set out in Article 405 et seqq. of the CRR have been implemented, are in the process
of being, are expected to be implemented or may be implemented in the future for certain other EEA or EU
regulated investors (including, without limitation, investment firms, insurance and reinsurance undertakings, certain
fund managers and funds which require authorisation under Directive 2009/65/EC on Undertakings for Collective
Investment in Transferable Securities, such requirements together with the Article 405 et seqq. of the CRR, together,
the "Risk Retention Rules"). For example, Section 5 of Chapter III or "Section 5" of the Commission Delegated
Regulation 231/2013 of 19 December 2012, as currently in effect, or "AIFMR" supplementing the Alternative
Investment Fund Managers Directive 2011/61/EU of the European Parliament and the Council of 22 July 2013 on
alternative investment fund managers or "AIFMD" establishes similar risk retention and due diligence requirements
for certain fund managers under the AIFMD. Furthermore, Article 135 of the EU directive on the taking up and
pursuit of the business of insurance and reinsurance (2009/138/EC) ("Solvency II"), as amended by Directive
2014/51/EU ("Omnibus II"), will require the imposition of similar requirements on insurers and reinsurers
authorised in the EU. Certain provisions of Solvency II had to be implemented by the member states until 31 March
2015 (but may not apply until a later date). On 5 February 2016 the European Commission adopted an implementing
regulation laying down technical information to be used by insurance companies when calculating technical
provisions and basic own funds for reporting for the period from 1 January until 30 March 2016. On 10 October
2014 the European Commission adopted a Delegated Act containing implementing rules for Solvency II which was
published in in the Official Journal on 17 January 2015, as Commission Delegated Regulation 2015/35 ("Solvency
II Implementing Regulation"), and entered into force the following day. Chapter VIII of the Solvency II
Implementing Regulation introduced risk retention and due diligence requirements which are similar (but not

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identical) to those which apply under Article 405 of the CRR et seqq. The Seller will retain for the life of the
Transaction a material net economic interest of not less than 5 per cent. (5 %) in the Transaction in accordance with
Article 405 of the CRR, Section 5 of Chapter III or "Section 5" of the AIFMR and Article 254 of the Solvency II
Implementing Regulation. The Seller will retain, on an ongoing basis until the earlier of (i) the redemption of the
Class A Notes, the Class B Notes and the Class C Notes in full and (ii) the Legal Redemption Date, Class D Notes
in an aggregate principal amount equal to at least 5 per cent. of the nominal amount of the "securitised exposures"
(i.e. the Relevant Receivables) as of the Note Issuance Date. The Seller will purchase and acquire the Retained
Class D Notes indirectly from the Issuer through the Lead Manager. Pursuant to the Subscription Agreement, the
Seller undertakes to retain the Retained Class D Notes and not to sell and/or transfer them (whether in full or in part)
to any third party until the earlier of (i) the redemption of the Class A Notes, the Class B Notes and the Class C
Notes in full and (ii) the Legal Redemption Date.

With a view to support compliance with Article 409 of the CRR and Article 52 (g) of the AIFMD, abcbank GmbH
in its capacity as Master Servicer will, on a monthly basis after the Note Issuance Date, procure that relevant
information to the Noteholders in the form of the Investor Reports including data with regard to the Relevant
Receivables and an overview of the retention of the material net economic interest will be provided. The Master
Servicer will provide Bloomberg with each Investor Report and procure that Bloomberg will make each Investor
Report available to the Noteholders on its website https://bloomberg.com. The website of the Bloomberg does not
form part of the information provided for the purposes of this Prospectus and disclaimers may be posted with respect
to the information posted thereon.

Each prospective investor and Noteholder is required to independently assess and determine the sufficiency of the
information described in the preceding five paragraphs for the purposes of complying with the Risk Retention Rules,
in particular with each of Section 5 of the CRR (including Article 405), Section 5 of Chapter III or "Section 5" of
the AIFMR (including Article 51) and Chapter VIII of Insolvency II Implementing Regulation (including Article
254) and any corresponding national measures which may be relevant. Neither the Issuer, the Seller, the Master
Servicer, any Lessor, any Sub-Servicer, the Arranger, the Lead Manager nor any other party to the Transaction
Documents gives any representation or assurance that such information is sufficient in all circumstances for such
purposes. In addition, if and to the extent the Risk Retention Rules are relevant to any prospective investor and
Noteholder, such investor and Noteholder should ensure that it complies with the Risk Retention Rules in its
relevant jurisdiction. Prospective Noteholders who are uncertain as to the requirements which apply to them in any
relevant jurisdiction should seek guidance from the competent regulator. The Seller accepts responsibility for the
information set out in this paragraph and in the preceding five paragraphs.

In this Prospectus, references to "euro", ""or "EUR" are to the single currency which was introduced in Germany
as of 1 January 1999.

The language in this Prospectus is English. Certain legislative references and technical terms have been cited in their
original language in order that the correct technical meaning may be ascribed to them under applicable law.

Responsibility for the contents of this Prospectus

The Issuer only assumes responsibility for the information contained in this Prospectus except that

(i)
only the Seller is responsible for the information under "OUTLINE OF THE TRANSACTION The
Pool: Relevant Receivables and Related Collateral" on page 49, "CREDIT STRUCTURE Lease
Interest Rate" on page 56, "EXPECTED MATURITY AND AVERAGE LIFE OF NOTES AND
ASSUMPTIONS" on pages 145 146, "DESCRIPTION OF THE POOL" on pages 147 - 160 (except
for the information under "DESCRIPTION OF THE POOL Eligibility Criteria"), "CREDIT AND
COLLECTION POLICIES" on pages 163 - 172 and "THE SELLER" on page 178;

(ii) only the Master Servicer is responsible for the information under "OUTLINE OF THE
TRANSACTION Servicing of the Pool" on page 50, "RISK FACTORS Reliance on Administration
and Collection Procedures" on page 35, "CREDIT STRUCTURE Cash Collection Arrangements"
on pages 56 57 and under "CREDIT AND COLLECTION POLICIES" on pages 163 172;

(iii) only the Lessors are responsible for the information under "THE LESSORS AND THE SUB-
SERVICERS" on page 179 and under "CREDIT AND COLLECTION POLICIES" on pages 163 -
172;

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(iv)
only the Back-Up Servicer is responsible for the information under "THE BACK-UP SERVICER" on
page 180;

(v)
only the Security Trustee is responsible for the information in the third, fourth and fifth paragraphs
under "THE SECURITY TRUSTEE" on page 183;

(vi)
only the Account Bank, together with the Principal Paying Agent, is responsible for the information
under "THE ACCOUNT BANK AND THE PRINCIPAL PAYING AGENT" on page 182;

(vii) only the Cash Administrator is responsible for the information under "THE CASH
ADMINISTRATOR" on page 181; and

(viii) only the Principal Paying Agent, together with the Account Bank, is responsible for the information
under "THE ACCOUNT BANK AND THE PRINCIPAL PAYING AGENT" on page 182.

provided that, with respect to any information included herein and specified to be sourced from a third party
(i) the Issuer confirms that any such information has been accurately reproduced and as far as the Issuer is
aware and is able to ascertain from information available to it from such third party, no facts have been
omitted, the omission of which would render the reproduced information inaccurate or misleading and
(ii) the Issuer has not independently verified any such information and accepts no responsibility for the
accuracy thereof.

The Issuer hereby declares, that, to the best of its knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this Prospectus for which the Issuer is responsible
is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Seller hereby declares, that to the best of its knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in this Prospectus for which the Seller is responsible
is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Master Servicer hereby declares that, to the best of its knowledge and belief (having taken all reasonable
care to ensure that such is the case) of the Master Servicer, the information contained in this Prospectus for
which the Master Servicer is responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.

Each of the Lessors and the Sub-Servicers hereby declares that, to the best of its knowledge and belief
(having taken all reasonable care to ensure that such is the case), the information contained in this Prospectus
for which such Lessor and such Sub-Servicer is responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.

The Back-Up Servicer hereby declares that, to the best of its knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained in this Prospectus for which the
Back-Up Servicer is responsible is in accordance with the facts and does not omit anything likely to affect the
import of such information.

The Security Trustee hereby declares that, to the best of its knowledge and belief (having taken all reasonable
care to ensure that such is the case), the information contained in this Prospectus for which the Security
Trustee is responsible is in accordance with the facts and does not omit anything likely to affect the import of
such information.

The Account Bank hereby declares that, to the best of its knowledge and belief (having taken all reasonable
care to ensure that such is the case), the information contained in this Prospectus for which the Account Bank
is responsible is in accordance with the facts and does not omit anything likely to affect the import of such
information.

The Cash Administrator declares that to the best of its knowledge and belief (having taken all reasonable
care to ensure that such is the case), the information contained in this Prospectus for which the Cash

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Administrator is responsible is in accordance with the facts and does not omit anything likely to affect the
import of such information.

The Principal Paying Agent declares that, to the best of its knowledge and belief (having taken all reasonable
care to ensure that such is the case), the information contained in this Prospectus for which the Principal
Paying Agent is responsible is in accordance with the facts and does not omit anything likely to affect the
import of such information.

Subject to the following paragraphs, each of the Issuer, the Seller, the Master Servicer, the Lessors, the Sub-
Servicers, the Back-Up Servicer, the Security Trustee, the Account Bank, the Cash Administrator and the Principal
Paying Agent accepts responsibility accordingly.

No person has been authorised to give any information or to make any representations, other than those contained
in this Prospectus, in connection with the issue, offering, purchase or sale of the Notes and, if given or made, such
information or representations must not be relied upon as having been authorised by the Issuer, the directors of the
Issuer, the Security Trustee, the Lead Manager or the Arranger.

Neither the delivery of this Prospectus nor any offering, sale or delivery of any Notes shall, under any
circumstances, create any implication (i) that the information in this Prospectus is correct as of any time subsequent
to the date hereof, or, as the case may be, subsequent to the date on which this Prospectus has been most recently
amended or supplemented, or (ii) that there has been no adverse change in the financial situation of the Issuer since
the date of this Prospectus or, as the case may be, the date on which this Prospectus has been most recently
amended or supplemented, or the date of the most recent financial information which is contained in this Prospectus
by reference, or (iii) that any other information supplied in connection with the issue of the Notes is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.

Prospective purchasers of Notes should conduct such independent investigation and analysis as they deem
appropriate to evaluate the merits and risks of an investment in the Notes. If you are in doubt about the contents of
this document, you should consult your stockbroker, bank manager, legal adviser, accountant or other financial
adviser. None of the Lead Manager or the Arranger makes any representation, recommendation or warranty,
express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained
herein or in any further information, notice or other document which may at any time be supplied by the Issuer in
connection with the Notes and does not accept any responsibility or liability therefor. Neither the Lead Manager nor
the Arranger undertakes to review the financial condition or affairs of the Issuer or to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Lead Manager or the
Arranger.

No action has been taken by the Issuer, the Lead Manager or the Arranger other than as set out in this Prospectus
that would permit a public offering of the Notes, or possession or distribution of this Prospectus or any other
offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Notes
may not be offered or sold, directly or indirectly, and neither this Prospectus (nor any part thereof) nor any other
prospectus, form of application, advertisement, other offering material or other information may be issued,
distributed or published in any country or jurisdiction except in compliance with applicable laws, orders, rules and
regulations, and the Issuer and the Lead Manager have represented that all offers and sales by them have been and
will be made on such terms.

This Prospectus may be distributed and its contents disclosed only to the prospective investors to whom it is
provided. By accepting delivery of this Prospectus, the prospective investors agree to these restrictions.

The distribution of this Prospectus (or any part thereof) and the offering, sale and delivery of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus (or any part hereof) comes
are required by the Issuer and the Lead Manager to inform themselves about and to observe any such restriction.

THE NOTES HAVE NOT BEEN AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, OR
SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE LEAD MANAGER HAS

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REPRESENTED AND AGREED THAT IT HAS NOT OFFERED AND SOLD ANY NOTE, AND WILL NOT
OFFER AND SELL ANY NOTE CONSTITUTING PART OF ITS ALLOTMENT WITHIN THE UNITED
STATES EXCEPT IN ACCORDANCE WITH RULE 903 UNDER REGULATION S UNDER THE SECURITIES
ACT. ACCORDINGLY, THE LEAD MANAGER HAS FURTHER REPRESENTED AND AGREED THAT
NEITHER IT NOR ANY OF ITS RESPECTIVE AFFILIATES NOR ANY PERSONS ACTING ON ITS OR
THEIR BEHALF HAVE ENGAGED OR WILL ENGAGE IN ANY DIRECTED SELLING EFFORTS WITH
RESPECT TO ANY NOTE.

IN ADDITION, BEFORE 40 CALENDAR DAYS AFTER COMMENCEMENT OF THE OFFERING, AN
OFFER OR SALE OF NOTES WITHIN THE UNITED STATES BY A DEALER OR OTHER PERSON THAT IS
NOT PARTICIPATING IN THE OFFERING MAY VIOLATE THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT.

FROM AND AFTER THE TIME THAT THE ISSUER NOTIFIES THE LEAD MANAGER IN WRITING THAT
IT IS NO LONGER ABLE TO MAKE THE REPRESENTATION SET FORTH IN CLAUSE 6 (1) (L) (B) OF
THE SUBSCRIPTION AGREEMENT, THE LEAD MANAGER HAS (I) ACKNOWLEDGED THAT THE
NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY
NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT IN CERTAIN TRANSACTIONS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; (II) REPRESENTED AND AGREED THAT
IT HAS NOT OFFERED, SOLD OR DELIVERED ANY NOTES, AND WILL NOT OFFER, SELL OR
DELIVER ANY NOTES, (X) AS PART OF ITS DISTRIBUTION AT ANY TIME OR (Y) OTHERWISE
BEFORE 40 CALENDAR DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND
THE CLOSING DATE, EXCEPT IN ACCORDANCE WITH RULE 903 UNDER REGULATION S UNDER THE
SECURITIES ACT; AND ACCORDINGLY, (III) FURTHER REPRESENTED AND AGREED THAT NEITHER
IT, NOR ANY OF ITS RESPECTIVE AFFILIATES NOR ANY PERSONS ACTING ON ITS OR THEIR
BEHALF HAVE ENGAGED OR WILL ENGAGE IN ANY DIRECTED SELLING EFFORTS WITH RESPECT
TO ANY NOTE, AND THEY HAVE COMPLIED AND WILL COMPLY WITH THE OFFERING
RESTRICTIONS REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, AND (IV) ALSO
AGREED THAT, AT OR PRIOR TO CONFIRMATION OF ANY SALE OF NOTES, IT WILL HAVE SENT TO
EACH DISTRIBUTOR, DEALER OR PERSON RECEIVING A SELLING CONCESSION, FEE OR OTHER
REMUNERATION THAT PURCHASES NOTES FROM IT DURING THE DISTRIBUTION COMPLIANCE
PERIOD A CONFIRMATION OR NOTICE TO SUBSTANTIALLY THE FOLLOWING EFFECT:

"THE SECURITIES COVERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS BY
ANY PERSON REFERRED TO IN RULE 903 (B)(2)(III) (X) AS PART OF THEIR DISTRIBUTION AT ANY
TIME OR (Y) OTHERWISE UNTIL 40 CALENDAR DAYS AFTER THE LATER OF THE COMPLETION OF
THE DISTRIBUTION OF THE SECURITIES AS DETERMINED AND CERTIFIED BY THE LEAD
MANAGER, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER THE
SECURITIES ACT. TERMS USED ABOVE HAVE THE MEANING GIVEN TO THEM BY REGULATION S
UNDER THE SECURITIES ACT."

THE LEAD MANAGER WHO HAS PURCHASED NOTES OF A CLASS OF NOTES UNDER THE
SUBSCRIPTION AGREEMENT SHALL DETERMINE AND NOTIFY TO THE PRINCIPAL PAYING AGENT
THE COMPLETION OF THE DISTRIBUTION OF THE NOTES OF SUCH CLASS. ON THE BASIS OF SUCH
NOTIFICATION OR NOTIFICATIONS, THE PRINCIPAL PAYING AGENT AGREES TO NOTIFY THE
LEAD MANAGER OF THE END OF THE DISTRIBUTION COMPLIANCE PERIOD WITH RESPECT TO
SUCH CLASS.

TERMS USED IN THE FOREGOING PARAGRAPH HAVE THE MEANING GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.

NOTES WILL BE ISSUED IN ACCORDANCE WITH THE PROVISIONS OF UNITED STATES TREASURY
REGULATION § 1.163-5(C)(2)(I)(D) (OR ANY SUCCESSOR RULES IN SUBSTANTIALLY THE SAME
FORM AS THE TEFRA D RULES, AS APPLICABLE, FOR PURPOSES OF SECTION 4701 OF THE U.S.
INTERNAL REVENUE CODE) (THE "TEFRA D RULES").

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FURTHER, THE LEAD MANAGER HAS REPRESENTED AND AGREED THAT:

(A) EXCEPT TO THE EXTENT PERMITTED UNDER THE TEFRA D RULES, (X) IT HAS NOT
OFFERED OR SOLD, AND DURING THE RESTRICTED PERIOD WILL NOT OFFER OR SELL,
DIRECTLY OR INDIRECTLY, NOTES IN BEARER FORM TO A PERSON WHO IS WITHIN
THE UNITED STATES OR ITS POSSESSIONS OR TO A UNITED STATES PERSON, AND (Y)
IT HAS NOT DELIVERED AND WILL NOT DELIVER, DIRECTLY OR INDIRECTLY WITHIN
THE UNITED STATES OR ITS POSSESSIONS DEFINITIVE NOTES IN BEARER FORM THAT
ARE SOLD DURING THE RESTRICTED PERIOD;

(B) IT HAS AND THROUGHOUT THE RESTRICTED PERIOD WILL HAVE IN EFFECT
PROCEDURES REASONABLY DESIGNED TO ENSURE THAT ITS EMPLOYEES OR AGENTS
WHO ARE DIRECTLY ENGAGED IN SELLING NOTES IN BEARER FORM ARE AWARE
THAT SUCH NOTES MAY NOT BE OFFERED OR SOLD DURING THE RESTRICTED
PERIOD TO A PERSON WHO IS WITHIN THE UNITED STATES OR ITS POSSESSIONS OR
TO A UNITED STATES PERSON, EXCEPT AS PERMITTED BY THE TEFRA D RULES;

(C) IF IT WAS CONSIDERED IS A UNITED STATES PERSON THAT IT IS ACQUIRING THE
NOTES FOR PURPOSES OF RESALE IN CONNECTION WITH THEIR ORIGINAL ISSUANCE
AND AGREES THAT IF IT RETAINS NOTES IN BEARER FORM FOR ITS OWN ACCOUNT,
IT WILL ONLY DO SO IN ACCORDANCE WITH THE REQUIREMENTS OF U.S. TREAS. REG
SECTION 1.63-5 (C)(2)(I)(D)(6) OF THE TEFRA D RULES;

(D) WITH RESPECT TO EACH AFFILIATE THAT ACQUIRES FROM IT NOTES IN BEARER
FORM FOR THE PURPOSE OF OFFERING OR SELLING SUCH NOTES DURING THE
RESTRICTED PERIOD THAT IT WILL EITHER (I) REPEAT AND CONFIRM THE
REPRESENTATIONS AND AGREEMENTS CONTAINED IN SUB-CLAUSES (A), (B) AND (C)
ABOVE ON SUCH AFFILIATE'S BEHALF OR (II) AGREES THAT IT WILL OBTAIN FROM
SUCH AFFILIATE FOR THE BENEFIT OF THE ISSUER THE REPRESENTATIONS AND
AGREEMENTS CONTAINED IN SUB-CLAUSES (A), (B) AND (C) ABOVE; AND

(E) IT WILL OBTAIN FOR THE BENEFIT OF THE ISSUER THE REPRESENTATIONS AND
AGREEMENTS CONTAINED IN SUB-CLAUSES (A), (B), (C), AND (D) ABOVE FROM ANY
PERSON OTHER THAN ITS AFFILIATE WITH WHOM IT ENTERS INTO A WRITTEN
CONTRACT, AS DEFINED IN UNITED STATES TREASURY REGULATION SECTION 1.163-
5(C)(2)(I)(D)(4) (OR SUBSTANTIALLY IDENTICAL SUCCESSOR PROVISIONS), FOR THE
OFFER AND SALE DURING THE RESTRICTED PERIOD OF NOTES.

TERMS USED IN THE FOREGOING PARAGRAPH HAVE THE MEANINGS GIVEN TO THEM BY THE U.S.
INTERNAL REVENUE CODE AND REGULATIONS THEREUNDER, INCLUDING THE TEFRA D RULES.

THE LEAD MANAGER HAS REPRESENTED, WARRANTED AND AGREED THAT:

(A)
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 UNITED KINGDOM FINANCIAL SERVICES AND MARKETS ACT 2000
(THE "FSMA") RECEIVED BY IT IN CONNECTION WITH THE ISSUE OF THE NOTES IN
CIRCUMSTANCES IN WHICH SECTION 21 (1) OF THE FSMA DOES NOT APPLY TO THE
ISSUER, AND

(B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE
FSMA WITH RESPECT TO ANYTHING DONE BY IT IN RELATION TO THE NOTES IN,
FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM.

IN THE FOREGOING PARAGRAPH, "UNITED KINGDOM" SHALL MEAN THE UNITED KINGDOM OF
GREAT BRITAIN AND NORTHERN IRELAND.

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THE LEAD MANAGER HAS CONFIRMED AND AGREED THAT (I) IT HAS NOT OFFERED OR SOLD,
AND WILL NOT OFFER OR SELL, THE NOTES TO THE PUBLIC WITHIN IRELAND EXCEPT IN
CIRCUMSTANCES WHICH DO NOT REQUIRE THE PRIOR PUBLICATION OF A PROSPECTUS
PURSUANT TO ARTICLE 3(2) OF DIRECTIVE 2003/71/EC AND THE PROVISIONS OF THE IRISH
COMPANIES ACT, INCLUDING ANY RULES ISSUED UNDER SECTION 1363 OF THE IRISH COMPANIES
ACT BY THE CENTRAL BANK OF IRELAND; (II) IT HAS AND WILL NOT OFFER, SELL OR PLACE ANY
NOTES OTHER THAN IN COMPLIANCE WITH THE PROVISIONS OF THE MARKET ABUSE (DIRECTIVE
2003/6/EC) REGULATIONS 2005 (AS AMENDED) OF IRELAND AND ANY RULES ISSUED PURSUANT
TO THERETO OR UNDER SECTION 1370 OF THE IRISH COMPANIES ACT, (III) IT HAS NOT OFFERED,
SOLD OR PLACED AND WILL NOT OFFER, SELL OR PLACE ANY NOTES OTHERWISE THAN IN
CONFORMITY WITH THE PROVISIONS OF THE EUROPEAN COMMUNITIES (MARKETS IN FINANCIAL
INSTRUMENTS) REGULATIONS 2007 (NOS. 1 TO 3) (AS AMENDED) OF IRELAND INCLUDING,
WITHOUT LIMITATION, REGULATIONS 7 AND 152 THEREOF OR ANY CODES OF CONDUCT ISSUED
IN CONNECTION THEREWITH, AND THE PROVISIONS OF THE INVESTOR COMPENSATION ACT 1998
(AS AMENDED) OF IRELAND; (IV) IT HAS NOT AND WILL NOT OFFER, SELL OR PLACE ANY NOTES
OTHER THAN IN COMPLIANCE WITH THE PROVISIONS OF THE IRISH COMPANIES ACT, THE
CENTRAL BANK ACTS 1942 TO 2015 AND ANY CODES OF CONDUCT RULES MADE UNDER SECTION
117(1) OF THE CENTRAL BANK ACT 1998 (AS AMENDED) OF IRELAND OR ANY REGULATIONS
ISSUED PURSUANT TO PART 8 OF THE CENTRAL BANK (SUSPENSION AND ENFORCEMENT) ACT
2013 (AS AMENDED) AND (V) IN CONNECTION WITH OFFERS OR SALES OF NOTES, IT HAS ONLY
ISSUED OR PASSED ON, AND WILL ONLY ISSUE OR PASS ON, ANY DOCUMENT RECEIVED BY IT IN
CONNECTION WITH THE ISSUE OF THE NOTES TO PERSONS WHO ARE PERSONS TO WHOM THE
DOCUMENTS MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON.

THE LEAD MANAGER UNDERSTANDS THAT NOTES WILL BE ISSUED OUTSIDE OF THE REPUBLIC
OF FRANCE AND MAY NOT BE PUBLICLY OFFERED IN THE REPUBLIC OF FRANCE AND THE
PROSPECTUS OR ANY OTHER OFFERING MATERIAL RELATING TO THE NOTES HAS NOT BEEN AND
WILL NOT BE SUBMITTED TO THE VISA OF THE AUTORITÉ DES MARCHÉS FINANCIERS. THE LEAD
MANAGER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED OR SOLD AND WILL NOT
OFFER OR SELL, DIRECTLY OR INDIRECTLY, ANY NOTES IN THE REPUBLIC OF FRANCE, AND HAS
NOT DISTRIBUTED OR CAUSED TO BE DISTRIBUTED AND WILL NOT DISTRIBUTE OR CAUSE TO BE
DISTRIBUTED IN THE REPUBLIC OF FRANCE THE PROSPECTUS OR ANY OTHER OFFERING
MATERIAL RELATING TO THE NOTES, EXCEPT TO QUALIFIED INVESTORS (INVESTISSEURS
QUALIFIÉS), AS DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-2 AND D.411-1 TO D.411-3
OF THE CODE MONÉTAIRE ET FINANCIER, BUT EXCLUDING INDIVIDUALS REFERRED TO IN
ARTICLE D.411-1 II 2.

THE LEAD MANAGER HAS REPRESENTED, WARRANTED AND AGREED THAT IT HAS NOT AND
WILL NOT, OFFER OR SELL THE NOTES TO THE PUBLIC IN LUXEMBOURG, DIRECTLY OR
INDIRECTLY, AND NEITHER THIS PROSPECTUS NOR ANY OFFERING CIRCULAR, FORM OF
APPLICATION, ADVERTISEMENT, COMMUNICATION OR OTHER MATERIAL MAY BE DISTRIBUTED,
OR OTHERWISE MADE AVAILABLE, IN OR FROM OR PUBLISHED, IN LUXEMBOURG, EXCEPT
(I) FOR THE SOLE PURPOSE OF THE ADMISSION TO TRADING OF THE NOTES ON THE REGULATED
MARKET AND THE LISTING OF THE NOTES ON THE OFFICIAL LIST OF THE LUXEMBOURG STOCK
EXCHANGE AND (II) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFER OF
SECURITIES PURSUANT TO THE PROVISIONS OF THE LAW OF 10 JULY 2005 ON PROSPECTUSES FOR
SECURITIES, AS AMENDED.

THE LEAD MANAGER HAS REPRESENTED AND AGREED THAT IT HAS NOT OFFERED SOLD OR
DELIVERED AND WILL NOT OFFER, SELL OR DELIVER ANY OF THE NOTES, DIRECTLY OR
INDIRECTLY, THIS PROSPECTUS OR ANY OTHER OFFERING MATERIAL RELATING TO THE NOTES,
IN OR FROM ANY JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL TO ITS BEST
KNOWLEDGE AND BELIEF RESULT IN COMPLIANCE WITH THE APPLICABLE LAWS AND
REGULATIONS THEREOF AND THAT WILL NOT IMPOSE ANY OBLIGATIONS ON THE ISSUER
EXCEPT AS SET OUT IN THE SUBSCRIPTION AGREEMENT.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities other than the
securities to which it relates or an offer to sell or the solicitation of an offer to buy any of the securities offered

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