Obligation Natixis Global 0% ( XS2201434730 ) en EUR

Natixis Global

100 % ⇌

France

XS2201434730 ( en EUR )

30/06/2022 - Obligation échue

Prospectus brochure de l'obligation Natixis XS2201434730 en EUR 0%, échue

125 000 EUR

1 000 000 000 EUR

Natixis est une banque de financement, de gestion et d'assurance appartenant au Groupe BPCE, offrant des services à une clientèle institutionnelle, corporate et de gestion de patrimoine.

L'Obligation émise par Natixis Global ( France ) , en EUR, avec le code ISIN XS2201434730, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/06/2022

Final Version
SECURITIES NOTE
PURPLE PROTECTED ASSET
(a public limited liability company (société anonyme) incorporated under the laws of the
Grand Duchy of Luxembourg, having its registered office at 11-13 Boulevard de la Foire, L-
1528 Luxembourg and registered with the Register of Trade and Companies of Luxembourg
under number 186106)
Purple Protected Asset acting in respect of
Compartment PPA-S89
EUR 1,000,000,000 Collateralised Notes due 2022
(the "Notes")
Purple Protected Asset is a public limited liability company (société anonyme) incorporated in
the Grand Duchy of Luxembourg and its activities are subject to the Luxembourg law on
securitisation dated 22 March 2004 (as may be amended from time to time)
(the "Securitisation Law"). Purple Protected Asset was incorporated on 3 April 2014 and
copies of the articles of association of Purple Protected Asset (the "Articles") were lodged with
the Register of Trade and Companies of Luxembourg (Registre de commerce et des sociétés)
on 14 April 2014. Purple Protected Asset has been authorised by the Commission de
Surveillance du Secteur Financier (the "CSSF"), in its capacity as a regulator of the
Luxembourg financial sector, as a regulated securitisation company under the Securitisation
Law. This authorisation shall not under any circumstances be described in any way whatsoever
as a positive assessment made by the CSSF of the quality of the securities issued by Purple
Protected Asset.
The registration document (the "Registration Document") has been approved by the CSSF on
22 July 2020, which is the Luxembourg competent authority pursuant to article 6(1) of Part II
of the Luxembourg law dated 16 July 2019 on prospectuses for securities (the "Prospectus
Law") for the purposes of Regulation (EU) 2017/1129, as amended or superseded
(the "Prospectus Regulation"). A supplement to the Registration Document
(the "Supplement to the Registration Document") has been approved by the CSSF on 15
June 2021. The Registration Document and the Supplement to the Registration Document are
issued in compliance with the Prospectus Regulation and the Prospectus Law. The Registration
Document is valid for a period of twelve months from the date of its approval. The CSSF has
only approved the Registration Document and the Supplement to the Registration Document
as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the
Issuer that is the subject of the Registration Document and the Supplement to the Registration
Document.
The Registration Document and the Supplement to the Registration Document have been
prepared for the purpose of providing information with regard to Purple Protected Asset as
issuer under one or several issuance programmes for the issuance of series or tranches of notes,
bonds or other debt securities, warrants or certificates, and in particular the EUR
10,000,000,000 Purple Asset-Backed Securities Issuance Programme (the "Programme")
arranged by NATIXIS (the "Arranger").

This document is a securities note (the "Securities Note") relating to the terms and conditions
of the Notes to be issued by Purple Protected Asset acting in respect of its compartment PPA-
S89 (the "Issuer") and such Securities Note shall be read in conjunction with the Registration
Document and the Supplement to the Registration Document. Together, the Securities Note,
the Registration Document and the Supplement to the Registration Document shall comprise
the prospectus (the "Prospectus") for series 1 under the PPA-S89 compartment (the "Series"),
prepared for the purposes of Articles 6.3 and 23 of the Prospectus Regulation. For the
avoidance of doubt, the Issuer shall have no obligation to supplement the Prospectus after the
end of its 12-month validity period. The Registration Document is available on the website
https://cib.natixis.com/DevInet.PIMS.ComplianceTool.Web/api/ProspectusPublicNg/Downlo
adDocument/79/ISSUER_FINANCIAL_SEARCH and the Supplement to the Registration
Document
is
available
on
the
website
https://cib.natixis.com/home/pims/prospectus#/prospectusPublic by selecting 'Purple
Protected Assets' in the dropdown menu under the section 'Issuer's Document Search'.
This Securities Note has been approved by the CSSF as competent authority under the
Prospectus Regulation. The CSSF only approves this Securities Note as meeting the standards
of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Such approval should not be considered as an endorsement of the quality of the securities that
are the subject of this Securities Note. Investors should make their own assessment as to the
suitability of investing in the securities.
NATIXIS S.A. (the "Guarantor") has granted, at the request of the Issuer, an unconditional
and irrevocable first demand guarantee (garantie autonome) in favour of the Noteholders as
described below (the "Guarantee").
Amounts payable under the Notes are calculated by reference to EuroSTR, which is provided
by the European Central Bank (the "Administrator"). As at the date of this Securities Note,
the Administrator does not appear on the register of administrators and benchmarks established
and maintained by the European Securities and Markets Authority pursuant to article 36 of
Regulation (EU) 2016/1011 (the "Benchmark Regulation"). As far as the Issuer is aware,
EuroSTR does not fall within the scope of the Benchmark Regulation by virtue of Article 2 of
that regulation, such that the European Central Bank, as administrator of EuroSTR is not
currently required to obtain authorisation/registration.
In relation to the Notes, application has been made to the official list of the Luxembourg Stock
Exchange and application to trading on the regulated market (within the meaning of Directive
2014/65/EU (the "MiFID II Directive")) of the Luxembourg Stock Exchange
(the "Luxembourg Stock Exchange") has been made on or around the Issue Date.
The Notes are expected to be given an "A" rating by S&P Global Ratings Europe Limited
("S&P" or the "Rating Agency") which is established in the European Union and registered
under Regulation (EU) No 1060/2009, on credit rating agencies (the "EU CRA Regulation").
S&P appears on the latest update of the list of registered credit rating agencies (as at the date
of this Securities Note on the ESMA website http://www.esma.europa.eu. As at the date of this
Securities Note, the Issuer has started the rating process, and it is expected that such rating shall
be obtained on or after the Issue Date. An issuance rated "A" exhibits strong capacity to meet
financial commitments. However, adverse economic conditions and changes in circumstances
are more likely to weaken the Issuer's capacity to meet its financial commitments on the Notes.
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A security rating is not a recommendation to buy, sel or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
By approving the Prospectus, in accordance with article 20 of Regulation (EU) 2017/1129, the
CSSF does not give any undertaking as to the economical and financial soundness of the
operation or the quality or solvency of the Issuer.
30 June 2021
NATIXIS as Dealer and Arranger

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TABLE OF CONTENTS

RISK FACTORS ....................................................................................................................... 1
IMPORTANT NOTICES ........................................................................................................ 14
INFORMATION INCORPORATED BY REFERENCE . . . . ............................................... 20
OVERVIEW ............................................................................................................................ 26
GENERAL DESCRIPTION OF PROVISIONS RELATING TO THE NOTES WHILE IN
GLOBAL FORM . . . ............................................................................................................... 30
TERMS AND CONDITIONS OF THE NOTES . . . . . .......................................................... 33
DESCRIPTION OF THE TRANSACTION . . . . ................................................................... 89
BASKET A ASSETS TO BE PURCHASED BY THE ISSUER ......................................... 102
GUARANTEE OF NATIXIS . . ............................................................................................ 103
DESCRIPTION OF THE GUARANTOR. ........................................................................... 115
TAXATION . . . . ................................................................................................................... 116
SELLING RESTRICTIONS .................................................................................................. 124
GENERAL INFORMATION . .............................................................................................. 127

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RISK FACTORS
Prospective investors in the Notes should read the entire Securities Note, the Registration
Document and the Supplement to the Registration Document and should refer to the Risk
Factors as set out in the Registration Document for any risks related to the Issuer.
Factors which the Issuer believes are specific to the Guarantor and/or the Notes and material
for an informed investment decision with respect to investing in the Notes are described below.
In each category below the Issuer sets out the most material risks, in its assessment, taking into
account the negative impact of such risks on the Guarantor and the probability of their
occurrence.
Prospective investors should consider, amongst other things, the following factors which the
Issuer believes represent the principal risks with respect to investing in the Notes:
PROSPECTIVE PURCHASERS OF THE NOTES SHOULD RECOGNISE THAT THE
NOTES MAY DECLINE IN VALUE AND INVESTORS MAY LOSE THE VALUE OF
THEIR ENTIRE INVESTMENT OR PART OF IT.
A.
RISK FACTORS RELATING TO THE NOTES
Obligations of Issuer, Limited Assets and Subordination of Rights of Noteholders upon
Enforcement of Security Interests
The Notes are limited recourse obligations of the Issuer payable solely out of (i) the proceeds
of realisation of the Charged Assets subject to the collateral adjustment arrangements described
below (see "Collateral under the Swap Agreement and the Securities Loan Agreement"),
together with (ii) the rights of the Issuer under the Related Agreements. On an enforcement of
the security interests granted by the Issuer in favour of the Trustee, the rights of the Noteholders
to be paid amounts due under the Notes will be subordinated, inter alia, to the prior rights of
the Agents in respect of fees, costs, charges, expenses and liabilities. No assurance can be made
that the proceeds of the Charged Assets available for, and allocated to, the repayment of the
Notes at any particular time, will be sufficient to cover all amounts that would otherwise be
due and payable in respect of the Notes and the obligations of the Issuer to pay such deficiency
shall be extinguished. None of the Issue Agent, any Calculation Agent, the Trustee, the Swap
Counterparty, the Securities Loan Counterparty, any Paying Agent, the Custodian, the Sub-
Custodian, the Management and Administration Service Provider, or any of their affiliates or
the Issuer's affiliates or any other person or entity will be obliged to make payments on the
Notes.
The Trustee shall apply all moneys received by it under the Trust Deed in connection with the
realisation or enforcement of the Charged Assets constituted by the Trust Deed in accordance
with the Priority of Payments as further described in the Supplemental Trust Deed.
Claims against the Issuer by the Holders and other Secured Creditors will be limited to the
Charged Assets subject to the collateral adjustment arrangements described below (see
"Collateral under the Swap Agreement and the Securities Loan Agreement"). The proceeds of
realisation of such Charged Assets may be less than the sums due to the Holders and other
Secured Creditors. Any shortfall will be borne by the Holders and by the other Secured
Creditors provided always that claims of the Counterparties (as defined below) shall rank prior
to the claims of the Noteholders, except if Mandatory Redemption has occurred as a result of
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the Default of a Counterparty where Noteholders' claims shall rank senior to the Counterparties.
Each Holder, by subscribing for or purchasing the Notes, will be deemed to accept and
acknowledge that it is fully aware that the amount of the Issuer's liability is limited to the
amount of such proceeds and shall have no further claim against the Issuer in respect of such
unpaid amounts and will accordingly not be able to petition for the winding up of the Issuer as
a consequence of such shortfall.
"Default of a Counterparty" means a default of the Swap Counterparty under the Swap
Agreement or a default of the Securities Loan Counterparty under the Securities Loan
Agreement, in each case which results in a Mandatory Redemption.
The Notes may be redeemed prior to maturity on the occurrence of an Event of Default or a
Mandatory Redemption Event
Prospective investors should be aware that in case of early redemption of the Notes (1) in case
of an Event of Default in accordance with Condition 11 (Events of Default) or in the case of a
mandatory redemption for, inter alia, taxation reasons or for illegality in accordance with
Condition 8.2 (Mandatory Redemption), but excluding a mandatory redemption due to a
termination of the Securities Loan Agreement under Condition 8.2.1(b), the Notes shall be
redeemed at their Redemption Amount (as defined in the Terms and Conditions) as determined
by the Calculation Agent, and (2) in the case of a mandatory redemption due to a termination
of the Securities Loan Agreement under Condition 8.2.1(b), the aggregate of the amounts
realised or received by the Issuer after (i) liquidation of the Underlying Assets and (ii) receipt
of any termination payments under the Swap Agreement and the Securities Loan Agreement,
may be insufficient to pay in full the Redemption Amount (subject to a minimum of zero). In
these circumstances the shortfall will be borne by Noteholders and no further amount shall be
payable by the Issuer.
Reliance on Creditworthiness of NATIXIS
The ability of the Issuer to meet its obligations under the Notes will be dependent on its receipt
of payments from NATIXIS as Counterparty under (i) the Swap Agreement and (ii) the
Securities Loan Agreement (each as defined below). Consequently, the Issuer is relying not
only on the performance and/or market value of the Charged Assets, but also on the
creditworthiness of NATIXIS in respect of the performance of its obligations in its capacity as
Counterparty under (i) the Swap Agreement and (ii) the Securities Loan Agreement.
Under the Guarantee, the Noteholders will be dependent on NATIXIS as Guarantor (each as
defined below). Consequently, the Noteholders are relying on the creditworthiness of
NATIXIS in respect of the performance of its obligations in its capacity as Guarantor under
the Guarantee.
If the Counterparty defaults in making a payment under the Swap Agreement or the Securities
Loan Agreement, or is insolvent or insolvency proceedings are instituted in respect of the
Counterparty, the ability of the Issuer to meet its obligations to make payments on any
outstanding Notes might consequently be prejudiced. The risk is mitigated by (a) the Swap
Counterparty's obligation to post collateral on a daily basis under the two way credit support
annex up to the then current market value of the Swap Agreement and (b) the collateralisation
of the Securities Loan Agreement up to an amount at least equal to ten per cent. of the market
value of the Basket A Assets (subject to the collateral adjustment arrangements described
below (see "Collateral under the Swap Agreement and the Securities Loan Agreement")).
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Issuer's Expenses
Payments to Noteholders under the Notes may be subject to any reasonably necessary taxes,
fees, costs, duties, liabilities and expenses payable (or reasonably expected to become due and
payable) that are reasonably incurred by the Issuer (including to its professional advisers) in
connection with the issuance of the Notes and the Issuer's ongoing obligations thereunder to
the extent such expenses are not otherwise met. This may result in the Issuer not having
sufficient funds to pay the amounts owing to Noteholders in full.
Reliance on third parties
The Issuer is party to contracts with a number of other third parties who have agreed to perform
services in relation to the Notes. In particular, but without limitation, the Custodian under the
Custody Agreement, the Principal Paying Agent, Issue Agent, Transfer Agent, Registrar and
Calculation Agent under the Note Agency Agreement and the Management and Administration
Service Provider under the Management and Administration Agreement have all agreed to
provide services with respect to the Notes. If any of the above parties were to fail to perform
their obligations under the respective agreements to which they are party, Noteholders may be
negatively affected if the Issuer is unable to perform its obligations under the Notes as a result
of such failure.
Modifications, Waivers and Consents
The Conditions of the Notes may be modified by resolution of Noteholders. Modifications to
the terms and conditions of the Notes may also be made without the consent of any Noteholders
(i) where the Trustee determines that the modification is not materially prejudicial to the
interests of the Noteholders or where the amendment is of a formal, minor or technical nature
or to correct a manifest error and (ii) while the Priority Secured Creditor is the Counterparties,
where the Counterparties have so instructed the Trustee pursuant to Condition 3.2 and clause
22.1.22 of the Principal Trust Deed. In addition, pursuant to Condition 15.2.2, the Trustee
shall, upon the occurrence of a Substitution Event with regard to any Basket A Asset and
without the consent of the Noteholders, agree to any modifications and adjustments to any
terms of the Notes made by the Issuer pursuant to Condition 5.3 (Substitution of Basket A Assets
upon the occurrence of a Substitution Event). Noteholders will be bound by such modifications
and adjustments that were made without their consent in accordance with the aforementioned
provisions and may be adversely affected.
Meetings of Noteholders
The Principal Trust Deed contains provisions for convening meetings of Noteholders to
consider matters affecting their interests, including the modification by Extraordinary
Resolution of the Terms and Conditions or the provisions of the Trust Deed. An Extraordinary
Resolution passed at any meeting of the Noteholders will be binding on all Holders, whether
or not they were present at such meeting. The Trustee may, without consulting the Noteholders,
determine that an event which would otherwise be an Event of Default or Potential Event of
Default shall not be so treated but only if and in so far as in its sole opinion the interests of
Noteholders shall not be materially prejudiced thereby.
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Redemption Amount dependent on Benchmark Rate
The Redemption Amount of each Note is determined by reference to the Denomination, to
which is added the product of (i) the Denomination, (ii) the sum of the Benchmark Rate and
the Spread, and (iii) the Day Count Fraction (as all such terms are defined in the Conditions).
The Benchmark Rate may be negative in the context of turmoiled market conditions and is not
subject to a floor. In circumstances where the aggregate of the Benchmark Rate and the Spread
is a negative number, this can result in the Redemption Amount of a Note being less than the
Denomination of such Note. Potential investors should be aware that as a result they may lose
all or part of their entire investment. Also, certain indices may be subject to regulation, such
as the Regulation of the European Parliament and of the Council on indices used as benchmarks
in certain financial instruments and financial contracts or to measure the performance of
investment funds of 8 June 2016 (see the risk factor entitled 'The Benchmark Regulation' below
for further information).
The Benchmark Regulation
The EU Regulation 2016/1011 of 8 June 2016 on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment
(the "Benchmark Regulation").
The Benchmark Regulation applies to contributors, administrators and users of benchmarks in
the EU and will, among other things, (i) require benchmark administrators to be authorised or
registered and to comply with extensive requirements in relation to the administration of
benchmarks and (ii) prevent certain uses by EU supervised entities of benchmarks of
administrators that are not authorised/registered.
The Benchmark Regulation could have a material impact on the Notes, and could in particular
(i) discourage market participants from continuing to administer or contribute to such
benchmark; (ii) trigger changes in the rules or methodologies used in the benchmark or (iii)
lead to the disappearance of the benchmark if the methodology or other terms of an index which
is a "benchmark" are modified in order to comply with the terms of the Benchmark Regulation,
and such modifications may (amongst other things) have the effect of reducing or increasing
the rate or level or affecting the volatility of the published rate or level of such index.
Either of the above could potentially lead to the Notes being de-listed, adjusted or redeemed
early or otherwise impacted.
Reference Rate Event
There is a risk that a Reference Rate Event may occur in respect of a Reference Rate such as
the Benchmark Rate. A Reference Rate Event is expected to occur if (A) the Reference Rate
has ceased or will cease to be provided permanently or indefinitely, (B) the administrator of
the Reference Rate ceases to have the necessary authorisations and as a result it is not permitted
under applicable law for one or more persons to perform their obligations under the Notes
and/or any hedge transactions entered into by the Swap Counterparty, (C) the Reference Rate
is, with respect to over-the-counter derivatives transactions which reference such Reference
Rate, the subject of any market-wide development pursuant to which such Reference Rate is
replaced with a risk-free rate (or near risk-free rate) or (D) the supervisor of the administrator
of the Reference Rate, or another official body with applicable responsibility, makes an official
statement, with effect from a date after 31 December 2021, that such Reference Rate is no
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longer representative. It is uncertain if or when a Reference Rate Event may occur in respect
of a Reference Rate. Whether a Reference Rate Event has occurred will be determined by the
Calculation Agent.
Investors should be aware that a change (whether material or not) to the definition,
methodology or formula for a Reference Rate, or other means of calculating such Reference
Rate will not, in itself, constitute a Reference Rate Event. Each Noteholder will bear the risks
arising from any such change and will not be entitled to any form of compensation as a result
of any such change.
If the Calculation Agent determines that a Reference Rate Event has occurred in respect of the
Reference Rate, it will at empt to (A) determine a replacement Reference Rate, (B) calculate
an adjustment spread that will be applied to the replacement Reference Rate (an "Adjustment
Spread") and (C) determine such other amendments which it considers are necessary or
appropriate in order to account for the effect of the replacement of the Reference with the
replacement Reference Rate (as adjusted by the Adjustment Spread) and/or to preserve as
closely as practicable the economic equivalence of the Notes before and after the replacement
of the Reference Rate with the replacement Reference Rate (as adjusted by the Adjustment
Spread).
Investors should be aware that (I) the application of any replacement Reference Rate
(notwithstanding the inclusion of any Adjustment Spread), together with any consequential
amendments, could result in a lower amount being payable to Noteholders than would
otherwise have been the case, (II) any such Reference Rate (as adjusted by any Adjustment
Spread) and any consequential amendments shall apply without requiring the consent of the
Noteholders and (III) if no replacement Reference Rate can be identified or Adjustment Spread
calculated by the Calculation Agent, the Notes will be redeemed pursuant to Condition 8.6
(Early Redemption following Reference Rate Event). There is no guarantee that a replacement
Reference Rate will be identified or that an Adjustment Spread will be calculated by the
Calculation Agent.
When identifying a replacement Reference Rate, the Calculation Agent may only have regard
to (A) a pre-nominated replacement reference rate (being the ECB Recommended Rate) or (B)
a Reference Rate that is recognised or acknowledged as being the industry standard
replacement for over-the-counter derivative transactions which reference such Reference Rate.
The Adjustment Spread shall (I) take account of any transfer of economic value that would
otherwise arise as a result of replacing the relevant Reference Rate, including any transfer of
economic value from the Issuer to the Swap Counterparty (or vice versa) as a result of any
changes made to the Swap Agreement as a consequence of such replacement and (II) reflect
any losses, expenses and costs that have been or that will be incurred by the Swap Counterparty
as a result of entering into, maintaining and/or unwinding any transactions to hedge the Swap
Counterparty's obligations under the Swap Agreement, which have resulted following the
occurrence of a Reference Rate Event. The spread may be positive, negative or zero or
determined pursuant to a formula or methodology.
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If, following a Reference Rate Event but prior to the Cut-off Date, the relevant Reference Rate
is required for any determination in respect of the Notes and:
(A)
the Reference Rate is still available, the level of the Reference Rate shall be determined
pursuant to the terms that would apply to the determination of the Reference Rate as if
no Reference Rate Event had occurred; or
(B)
the Reference Rate is no longer available, the level of the Reference Rate shall be
determined by reference to the level on the last day on which the rate was published or
can be used in accordance with applicable law or regulation.
Credit ratings may not reflect all risks
The Notes are expected to be rated by the Rating Agency.
The ratings made by credit rating agencies may not reflect the potential impact of all risks
related to structure, market, and other factors that may affect the value of the Notes and the
ability of the Issuer to make payments under the Notes. A credit rating is not a recommendation
to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any
time.
There is no assurance that any ratings made by credit rating agencies will continue for any
period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by
the rating agencies as a result of changes in or unavailability of information or if, in the
judgment of the rating agencies, circumstances so warrant. In the event that a credit rating
assigned to the Notes is subsequently reviewed, revised, suspended, lowered or withdrawn
entirely for any reason, no person or entity is obliged to provide any additional support or credit
enhancement with respect to the Notes, the market value of the Notes may be adversely affected
and/or the ability of the Noteholders to sell Notes may be adversely affected.
Agencies other than the Rating Agency could seek to rate the Notes and if such unsolicited
ratings are lower than the comparable ratings assigned to the Notes by the Rating Agency,
those unsolicited ratings could have an adverse effect on the value and the marketability of the
Notes. For the avoidance of doubt and unless the context otherwise requires, any references to
"ratings" or "rating" in this Securities Note are to ratings assigned by S&P only.
In general, European regulated investors are restricted from using a rating for regulatory
purposes if such rating is not issued by a credit rating agency established in the European
Economic Area and registered under the EU CRA Regulation unless (1) the rating is provided
by a credit rating agency not established in the European Economic Area but is endorsed by a
credit rating agency established in the European Economic Area and registered under the EU
CRA Regulation or (2) the rating is provided by a credit rating agency not established in the
European Economic Area which is certified under the EU CRA Regulation.
Similarly, in general, UK regulated investors are restricted from using a rating for regulatory
purposes if such rating is not issued by a credit rating agency established in the United Kingdom
and registered under the UK CRA Regulation unless (1) the rating is provided by a credit rating
agency not established in the United Kingdom but is endorsed by a credit rating agency
established in the United Kingdom and registered under the UK CRA Regulation or (2) the
rating is provided by a credit rating agency not established in the United Kingdom which is
certified under the UK CRA Regulation.
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