1. No category

OCT. 22, 2014
SEC Rule 17g-7
SEC Rule 17g-7 requires an
NRSRO, for any report
accompanying a credit rating
relating to an asset-backed
security as defined in the Rule,
to include a description of the
representations, warranties
and enforcement mechanisms
available to investors and a
description of how they differ
from the representations,
warranties and enforcement
mechanisms in issuances of
similar securities.
This is Standard &
Poor’s Ratings Services’
17g-7 Disclosure Report
for the transaction shown
in the title above.
Silver Arrow S.A.,
Compartment 5
Asset-Backed Floating-Rate Notes
Primary Credit Analyst:
Michael Langholz, Frankfurt, (49) 69-33-999-312;
[email protected]
Secondary Contact:
Miguel Barata, London, (44) 20-7176-7132;
[email protected]
Additional Contact:
Structured Finance Europe;
[email protected]
EMEA ABS (English)
Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
(Editor's note: Since we published this 17g-7 Disclosure Report on Aug. 27, 2014, the issuer has changed the
representations and warranties in rows 1, 12, 18, 19, 24, and 28, the enforcement mechanism in row 43, and added
table 3. As a result, we revised the 17g-7 Disclosure Report on Oct. 22, 2014. An updated version of the report
follows.)
Table 1
#
Benchmark
Transaction
Representations and Warranties
1
The [Seller] represents and warrants to the Issuer as at
[the Purchase Date] that:
Representations and Warranties
On the Purchase Date, the Seller hereby represents
and warrants to the Issuer on the terms set out in
Schedule
3
to
the
Incorporated
Terms
Memorandum (Seller’s Representations and
Warranties).
Seller Loan Warranties Accurate
As at the Purchase Date, the Seller Loan
Warranties are accurate except that, for the
avoidance of doubt, the Eligibility Criteria have to be
met as of the Cut-Off Date.
Seller Loan Warranties
As of the Purchase Date the Seller represents and
warrants to the Issuer the following:
2
Enforceability and Assignment. The Receivables exist and
constitutes legally valid, binding and enforceable obligations
of the respective Debtor
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
… (l) such Loan Receivable constitutes the legal,
valid and binding obligations of the Obligor(s),
enforceable against the Obligor(s) in accordance
with its terms;
3
Identification. The Receivable may be segregated and
identified at any time for purposes of ownership
Not included in the Transaction.
4
Governing Law. The Receivables and related contracts are
governed by the laws of the [local jurisdiction]
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(k) such Loan Receivable is governed by the laws
of Germany;
5
Selection Procedures. No Procedures adverse to the
Beneficiaries were used by the [Seller] in selecting the
Receivables from the [bank portfolio].
Not included in the Transaction.
6
Legal Title. The Receivable is a Receivable to which the
[Seller] is fully entitled, free of any rights of any third party,
over which the [Seller] may freely dispose and in respect of
which the [Issuer] will, upon [payment of the purchase price
for the receivable], acquire the title unencumbered by any
counterclaim set-off right, other objection and Adverse
Claims
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(c) the title to each vehicle to which such Loan
Receivable relates is held by the Seller as security
for the financing of such vehicle pursuant to a Loan
Agreement;…
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Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
…(g) such Loan Receivable can be validly
transferred by way of sale and assignment, such
transfer is not subject to any legal or contractual
restriction which prevents the valid transfer thereof
to the Issuer;…
7
Rights of Disposal. The [Seller] can dispose of the
Receivables free from rights of third parties and without the
consent of the related Debtor
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(g) such Loan Receivable can be validly
transferred by way of sale and assignment, such
transfer is not subject to any legal or contractual
restriction which prevents the valid transfer thereof
to the Issuer;…
8
Minimum Instalments. At least [#] instalment has been fully
paid in respect of the Receivable
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(e) each Loan Receivable has a seasoning above
or equal to one month;…
9
Contract Term. The Receivable has a maximum remaining
term of [#], and its original term is not greater than [#]
months.
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(d) each Loan Receivable has an original term of
no longer than 72 months;…
Receivable Origination. The Receivable was originated in
the ordinary course of the [Sellers] business in accordance
with the Credit and Collection Policy of the [Seller] and is
based on the applicable general terms and conditions of
business of the [Seller]
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
11
Origination in line with applicable laws. The Receivable has
been created in compliance with all applicable laws, rules
and regulations and all required consents, approvals and
authorisations have been obtained
Not included in the Transaction.
12
Eligibility Criteria. The Receivable complies with the
[eligibility criteria].
Seller Loan Warranties
10
(a) such Loan Receivable has been originated by
the Seller pursuant to a Loan Agreement in the
ordinary course of the Seller's business in
compliance with the Credit and Collection Policy;…
As of the Purchase Date the Seller represents and
warrants to the Issuer the following:
1. that all Purchased Loan Receivables comply with
the Eligibility Criteria on the Cut-off Date, including
that they are valid and enforceable and not subject
to any right of revocation, set-off or counter-claim,
warranty claims of the Obligors or any other right of
objection due to their compliance with all relevant
applicable consumer legislation in Germany. Any
misrepresentation of the Seller regarding the noneligibility shall be remedied only in accordance with
Clause 12 of the Loan Receivables Purchase
Agreement;
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EMEA ABS (English)
13
Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
Payment Delinquency. The Receivables was overdue not
more than [#] days.
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
(i) such Loan Receivable is not in arrears and not
defaulted;…
14
No Termination. The Receivable is due from a Debtor who
is not insolvent or bankrupt and the contract under which
the Receivable arises has not been terminated.
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
… (b) the Obligor is not insolvent;…
15
No Set-Off. The Receivable is not subject to any right of
revocation, set-off or counter-claim or warranty claims of
the Debtors
“Eligibility Criteria” means, in respect of any
purchased Loan Receivable that is the subject of an
Offer:
…(h) such Loan Receivable is owned by the Seller
free of third party rights, including any set-off rights,
any defence, retention or revocation rights of the
relevant Obligor;…
16
Debtor Affiliation. The Receivable is not due from a Debtor
who is either an employee, affiliate or officer of the [Seller]
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(n) the relevant Obligor is not an employee of
Daimler AG or any of its affiliates (i.e.
"Firmenangehörigengeschäft" is excluded);…
17
Currency. The Receivable is denominated and payable in
[local currency].
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
… (j) such Loan Receivable is denominated in
euro;…
18
Not included in the Benchmark.
“Eligibility Criteria” means, in respect of any
Purchased Loan Receivable that is the subject of
an Offer:
…(f) each Obligor to which such Loan Receivable
relates is a resident of Germany;…
… (m) such Loan Receivable is amortised on a
monthly basis and gives rise to monthly instalment
payments, whereby Balloon Loan Receivables may
be included in the Portfolio;…
(o) each Loan Receivable bears interest at an
interest rate above or equal to 0.5 per cent. and the
interest rate applicable to the Loan Receivable is
fixed;
(p) the vehicle under the Loan Agreement has a
sale price below or equal to EUR 200,000;
(q) the monthly instalments are paid by the Obligor
through direct debit; and
(r) such Loan Receivables is not subject to a
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Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
current account relationship (Kontokorrentabrede).
If one or more Purchased Loan Receivables did not
fulfill the Eligibility Criteria on the Cut-Off Date, the
Seller shall be obliged to repurchase such Loan
Receivable at the relevant Repurchase Price on the
next Payment Date.
19
Not included in the Benchmark.
Seller Loan Warranties
As of the Purchase Date the Seller represents and
warrants to the Issuer the following:
2. it has not altered the Purchased Loan
Receivables' legal existence or otherwise waived,
altered or modified any provision in relation to any
Loan Receivable, in particular, it has not impaired
(beeinträchtigen) the Receivables by challenge
(Anfechtung), termination (Kündigung) or any other
means, unless made in accordance with the
provisions of the Servicing Agreement;
3. all information given in respect of the Purchased
Loan Receivables including any related Loan
Collateral is true and correct in all material aspects,
a Loan Agreement identifier therein allows each
Purchased Loan Receivable to be identifiable in the
Seller's systems and the Financed Vehicle's
identification number stated in each of the Loan
Agreements or any information or document relating
thereto, allows each Financed Vehicle relating to a
Loan Receivable to be separately identified; and
4. the Seller, in its role as Servicer, will, on behalf
of the Issuer, satisfy and provide loan-level data to
the European DataWarehouse.
Enforcement Mechanism(s)
20
Repurchase of Receivables. In the event of a breach of any
of the warranties and representations set out in Parts [#]
and [#] of Schedule [#], which could, in the reasonable
opinion of the Issuer, have a Material Adverse Effect on the
ability of the Issuer to receive full and timely payment on
the related Purchased Receivable or the Issuer’s
obligations under the Transaction Documents
(a) if such breach is capable of remedy the relevant
[Seller] shall, within the [remedy period of #
days], remedy such breach, or,
(b) if such breach is not capable of remedy, or, if
capable of remedy is not remedied within the
[remedy period], the relevant [Seller] shall
repurchase the relevant Purchased Receivables
affected by such breach from the Issuer on the
[monthly reporting date] following the expiration
of the [remedy period] at a price equal to the
[amount outstanding under the Receivable].
Repurchase Price
In relation to an affected Purchased Loan
Receivable, the Seller will be obliged to pay a
Repurchase Price (i) if he has breached the
Eligibility Criteria as of the Cut-Off Date; or (ii) if he
has breached the Seller Loan Warranties as of the
Purchase Date; or (iii) if he has exercised the
Clean-Up Call. The Repurchase Price to be paid by
the Seller to the Issuer shall equal the sum of the
Outstanding Loan Principal Amounts of the affected
Purchased Loan Receivables.
For the avoidance of doubt, this Clause 12.1 shall
not apply solely because the respective Obligor fails
to pay amounts lawfully owed by it (Delkredere).
If the Outstanding Loan Principal Amount of any
Purchased Loan Receivable is reduced by reason
of (a) any set-off or counterclaim, (b) any discount
or (c) if any dilution occurs in respect of any
Purchased Loan Receivable for any other reason,
then the Seller shall for the purposes of this
Agreement act in accordance with Clause 6 hereof.
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Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
The Seller shall pay such Repurchase Price to the
Operating Account-C5 on the next Payment Date.
Upon the receipt of the Repurchase Price referred
to in Clause 12.1, the relevant Purchased Loan
Receivable and the related Loan Collateral (unless
it is extinguished) shall be automatically reassigned by the Issuer to the Seller on the next
immediately following Payment Date (without
recourse or warranty on the part of the Issuer and at
the sole cost of the Seller and without any further
Purchase Price payable by the Seller).
21
22
Issuer and Trustee Indemnification. Without limiting any
other rights which the Issuer may have hereunder or under
applicable law the [Seller] shall indemnify the Issuer and
the Trustee and any permitted assigns and their respective
officers, directors and employees (collectively, "Indemnified
Parties") from and against any and all Liabilities imposed
upon, awarded against or incurred by any of them in any
action or proceeding between [Seller] and any of the
Indemnified Parties or between any of the indemnified
Parties and any third party, in each case arising out of or as
a result of breach by [Seller] of any of the Transaction
Documents.
Indemnity
In Particular the [Seller] shall indemnify the Purchaser and
any such other person against any liability, losses and
damages arising from reliance on any information,
representations, warranties or reports which the [Seller], or
any officer thereof, has issued under this agreement or in
relation hereto or which are derived therefrom and included
in the Monthly Report and which were false, incorrect or
incomplete at the time issued or deemed to be issued ;
Indemnity
Without limiting any other rights which the Issuer
may have hereunder or under applicable law, the
Seller hereby agrees to indemnify the Issuer and its
respective officers, directors and agents or any
assignee of the Issuer's rights hereunder or under
the Servicing Agreement (each, an "Indemnified
Party" and collectively, the "Indemnified Parties"),
from and against any and all damages, losses,
claims, liabilities, costs and expenses, especially
reasonable attorneys' fees, if any, disbursements,
including any value added tax thereon (all of the
foregoing being collectively referred to as
"Indemnified Amounts") awarded against or
incurred by any Indemnified Party, arising out of or
as a result of (i) any breach of an obligation of the
Seller under a Transaction 5 Document and/or (ii)
the acquisition of an interest, either directly or
indirectly, by the Issuer in the Purchased Loan
Receivables and the related Loan Collateral. In
particular, but without limitation, to the generality of
the foregoing, the Seller shall indemnify the
Indemnified Parties for Indemnified Amounts
relating to or resulting from:
(a) reliance on any representation or warranty made
by the Seller (or any authorized officers of the
Seller), under or in connection with this Agreement
or any other information or report delivered by the
Seller which shall have been materially false,
incorrect or omitting of any material fact at the time
made or deemed to be made;…
Table 2
#
Benchmark
Transaction
Representations and Warranties
23
Not included in the Benchmark.
Representations and Warranties of the Issuer.
The Issuer hereby represents and warrants to the
Subordinated Lender on the terms set out in
Schedule 7 to the Incorporated Terms Memorandum
(Issuer’s Representations and Warranties).
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EMEA ABS (English)
24
Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
Not included in the Benchmark.
Incorporation
The Issuer is a public company with limited liability
(société anonyme) duly incorporated under the laws
of Luxembourg, with its registered office at 9B,
Boulevard Prince Henri, L-1724 Luxembourg, and
registered with the Luxembourg Register of
Commerce and Companies under number B 111345
and with full power and authority to own its property
and assets and conduct its business as described in
the Offering Circular. The Issuer has validly selected
to be governed by the Luxembourg Securitisation
Law and has validly created and decided to enter into
the Transaction 5 through its Compartment 5.
25
Not included in the Benchmark.
Centre of main interests
The Issuer has its "centre of main interests", as that
term is used in Article 3(i) of the EU Insolvency
Regulation, in Luxembourg.
26
Not included in the Benchmark.
Litigation
No litigation, arbitration or administrative proceedings
of or before any court, tribunal or governmental body
have been commenced or, so far as the Issuer is
aware, are pending or threatened against the Issuer
or any of its assets or revenues which may have a
Material Adverse Effect on the Issuer, any relevant
Transaction 5 Document or any Purchased Loan
Receivables.
27
Not included in the Benchmark.
Solvency
The Issuer is not Insolvent.
28
Not included in the Benchmark.
Tax residence in Luxembourg and not in Germany
The Issuer is a company which is and has, since
incorporation, been resident for tax purposes solely in
Luxembourg.
It does not have and has not had a fixed business
installation or equipment located in Germany which
serves its activities;
it does not have and has not had a branch office or
office facilities in Germany;
it does not have and has not had any storage
facilities (Warenlager) or purchase facilities
(Einkaufsstellen) in Germany;
the Issuer's board of directors adopts the relevant
resolutions approving the Transaction 5 Documents
and executes such Transaction 5 Documents to
which the Issuer is a party in Luxembourg, the Issuer
carries out other material business and transactions
(such as the purchase of assets for its other
compartments and, in particular, all financing and
refinancing decisions) in Luxembourg, the Corporate
Services Provider is acting from outside Germany
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EMEA ABS (English)
Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
when performing such corporate services and, as a
result of the foregoing, the Issuer does not have its
management or part of its management exercising
management functions on behalf of the Issuer in
Germany, there is no Person in Germany that makes
business or management decisions on its behalf, and
its business and management decisions are made
outside of Germany;
none of its directors is professionally resident in
Germany or exercises her or his managing functions
in Germany.; and
under the laws of Luxembourg the Issuer is liable to
tax in Luxembourg by reason of its domicile,
residence, place of management or any other
criterion of a similar nature.
29
Not included in the Benchmark.
Management and administration
The Issuer's management, the places of residence of
the majority of the directors of the Issuer and the
place at which meetings of the board of directors of
the Issuer are held are all situated in Luxembourg.
30
Not included in the Benchmark.
No establishment, subsidiaries, employees or
premises
The Issuer has no "establishment", as that term is
used in Article 2(h) of the EU Insolvency Regulation,
branch office, subsidiaries, employees or premises in
any jurisdiction other than Luxembourg.
31
Not included in the Benchmark.
No encumbrances
No encumbrance exists over or in respect of any
asset of the Issuer, other than pursuant to the Trust
Agreement and the Security Deed.
32
Not included in the Benchmark.
Issuer's activities
The Issuer has not engaged in any material activities
since its incorporation other than those in respect of
its Compartments or as disclosed in the Offering
Circular.
33
Not included in the Benchmark.
Consents
The Issuer has obtained all authorisations, approvals,
licences and consents required in connection with its
business and the consummation of the transactions
contemplated by the relevant Transaction 5
Document pursuant to any relevant law and
regulatory rules applicable to the Issuer in
Luxembourg.
34
Not included in the Benchmark.
No governmental investigation
No governmental or official investigation or inquiry
concerning the Issuer is progressing or pending or,
so far as the Issuer is aware, has been threatened in
writing which may have a Material Adverse Effect on
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Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
the Issuer, any relevant Transaction 5 Document, or
any of the Purchased Loan Receivables.
35
Not included in the Benchmark.
Corporate power
The Issuer has the requisite power and authority to:
enter into each relevant Transaction 5 Document;
and
create Compartment 5, create and issue the
Compartment 5 Notes and the Compartment 5
Security, and to undertake and perform the
obligations expressed to be assumed by it therein.
36
Not included in the Benchmark.
Authorisation
All acts, conditions and things required to be done,
fulfilled and performed, including all relevant
resolutions of its board of directors, in order:
to enable the Issuer lawfully to issue, distribute and
perform the terms of the Compartment 5 Notes and
distribute the Offering Circular in accordance with the
selling restrictions set out in Schedule 1 (Selling
Restrictions) of the Subscription Agreement;
to enable the Issuer lawfully to enter into each
relevant Transaction 5 Document;
to enable the Issuer lawfully to exercise its rights
under and perform and comply with the obligations
expressed to be assumed by it in the relevant
Transaction 5 Document; have been done, fulfilled
and performed.
37
Not included in the Benchmark.
No breach of law or contract
The entry by the Issuer into and the execution (and,
where appropriate, delivery) of the relevant
Transaction 5 Document and the performance by the
Issuer of its obligations under the relevant
Transaction 5 Document do not and will not conflict
with or constitute a breach or infringement by the
Issuer of:
the Issuer's Articles of Incorporation;
any relevant law (including but not limited to relevant
anti-bribery law and anti-money laundering law) and
regulatory rules; or
any agreement, indenture, contract, mortgage, deed
or other instrument to which the Issuer is a party or
which is binding on it or any of its assets,
where such conflict, breach, infringement or default
may have a Material Adverse Effect on the Issuer,
any relevant Transaction 5 Document, the
Compartment 5 Notes or any Purchased Loan
Receivables.
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38
Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
Not included in the Benchmark.
Valid and binding obligations
The obligations expressed to be assumed by the
Issuer under the relevant Transaction 5 Document
(including the Compartment 5 Notes) are legal and
valid obligations, binding on it and enforceable
against it in accordance with their terms, except:
as such enforcement may be limited by applicable
bankruptcy, insolvency, moratorium, reorganisation or
other similar laws affecting the enforcement of the
rights of creditors generally; and
as such enforceability may be limited by the effect of
general principles of equity (Grundsätze von Treu
und Glauben).
39
Not included in the Benchmark.
Compartment 5 Security
The Compartment 5 Notes, the Secured Obligations
and the obligations of the Issuer under the Trustee
Claim will be validly secured by and in accordance
with the provisions of the Trust Agreement and the
Security Deed on or about the Purchase Date.
40
Not included in the Benchmark.
Ringfencing
By entering into, and assuming the obligations under,
the Transaction 5 Documents, the Issuer incurs
duties, liabilities and obligations in respect of
Compartment 5 only but not in respect of any other
Compartment or in respect of Silver Arrow S.A.
generally.
41
Not included in the Benchmark.
Offering Circular
The Offering Circular contains all information with
respect to the Issuer, the Compartment 5 and the
Class A Compartment 5 Notes which is material in
the context of the issue and listing of the Class A
Compartment 5 Notes.
42
Not included in the Benchmark.
Representations and warranties qualified
The qualifications set out in the legal opinions dated
the Issue Date from Baker & McKenzie and
addressed to, amongst others, the Seller, the Issuer,
the Arranger, the Joint Lead Managers and Joint
Bookrunners, and the Managers are deemed to be
incorporated herein.
Enforcement Mechanism(s)
43
Not included in the Benchmark.
Events of Default.
If any of the following events ("Events of Default")
shall occur and be continuing:…
(b) any representation or warranty by the Issuer
herein shall prove to have been incorrect in any
material respect when made or deemed made; or
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44
Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
Not included in the Benchmark.
then, and in any such event, the Subordinated Lender
may, by notice to the Issuer and the Rating Agencies,
declare that the Subordinated Loan, interest in
respect thereof or other amount then outstanding is
due and payable, whereupon the Issuer shall pay
such interests or principal or such other amount to
the Subordinated Lender, provided however, that
such payments by the Issuer to the Subordinated
Lender shall be deferred (gestundet) until such time
when all Compartment 5 Noteholders have received
full and final payment in respect of the Compartment
5 Notes. The parties hereto agree that an Event of
Default pursuant to this Clause 6 alone shall not
cause an Issuer Event of Default to occur.
Table 3
#
Benchmark
Transaction
45
In respect of the [derivative contract] entered into by the
Issuer, [the derivative counterparty] makes the
representations set out in Section 3 of the ISDA Master
Agreement.
In respect of the Swap Agreement entered into by the
Issuer,
DZ
BANK
AG
Deutsche
ZentralGenossenschaftsbank, Frankfurt am Main makes the
representations set out in Section 3 of the ISDA
Master Agreement.
46
In respect of the [derivative contract] entered into by the
Issuer, [the derivative counterparty] makes the
representations set out in Paragraph 9 of the ISDA
Credit Support Annex.
In respect of the Swap Agreement entered into by the
Issuer,
DZ
BANK
AG
Deutsche
ZentralGenossenschaftsbank, Frankfurt am Main makes the
representations set out in Section 7 of the ISDA
Credit Support Annex.
47
Not included in the Benchmark.
Relationship Between Parties.
Each party will be deemed to represent to the other
party on the date on which it enters into the
Transaction that (absent a written agreement
between the parties that expressly imposes
affirmative obligations to the contrary for that
Transaction):
(i) Non-Reliance. It is acting for its own account, and
it has made its own independent decisions to enter
into that Transaction and as to whether that
Transaction is appropriate or proper for it based upon
its own judgment and upon advice from such
advisers as it has deemed necessary. It is not relying
on any communication (written or oral) of the other
party as investment advice or as a recommendation
to enter into that Transaction; it being understood
that information and explanations related to the terms
and conditions of the Transaction shall not be
considered investment advice or a recommendation
to enter into that Transaction. No communication
(written or oral) received from the other party shall be
deemed to be an assurance or guarantee as to the
expected results of the Transaction.
(ii) Assessment and Understanding. It is capable of
assessing the merits of and understanding (on its
own behalf or through independent professional
advice), and understands and accepts, the terms,
conditions and risks of the Transaction. It is also
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Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
capable of assuming, and assumes, the risks of the
Transaction.
(iii) Status of Parties. The other party is not acting
as a fiduciary for or an adviser to it in respect of the
Transaction. No Agency. It is entering into the
Agreement, including each Transaction, as principal
and not as agent of any person or entity.
Enforcement Mechanism(s)
48
Breach of any representation by the [derivative
counterparty] constitutes an Event of Default under
Section 5 of the ISDA Master Agreement, entitling the
Issuer to terminate the [derivative contract] early,
whereupon an early termination payment may be
payable to, or by, the Issuer. Such payments will be
measured and paid as described in Section 6(e) of the
ISDA Master Agreement.
Breach of any representation by the Swap
Agreement entered into by the Issuer, DZ BANK AG
Deutsche Zentral-Genossenschaftsbank, Frankfurt
am Main constitutes an Event of Default under
Section 5 of the ISDA Master Agreement, entitling
the Issuer to terminate the Class A Compartment 5
Notes early, whereupon an early termination
payment may be payable to, or by, the Issuer. Such
payments will be measured and paid as described in
Section 6(e) of the ISDA Master Agreement.
The language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, warranties and
enforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type of
security. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbers
have been replaced by a number symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced
with the bracketed name of the role the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers
or amounts specific to a deal have been replaced with a number symbol (Example: ‘more than 30%’ now reads as ‘more
than #%’). Non-numerical characteristics have been replaced by a generic description (Example: ‘financing of agricultural
and construction equipment’ now reads as ‘financing of [type of] equipment’).
This Standard & Poor's Ratings Services 17g-7 Disclosure Report is not intended to be, and may not be relied upon as, legal
advice.
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See Disclaimer on the last page.
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Standard & Poor's Ratings Services 17g-7 Disclosure Report: Silver Arrow S.A., Compartment 5
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