Base Prospectus dated 22 July 2016 CrossLend Securities SA (a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg) with its registered office at 46a, Avenue J.F. Kennedy, L-1855 Luxembourg, registered with the Luxembourg trade and companies register under number B 196825 and, as a regulated securitization company, subject to the Luxembourg law on securitization dated 22 March 2004, as amended) Program for the issuance of Borrower Payment Contingent Notes This document constitutes a base prospectus (a Base Prospectus ) for the purposes of Article 5.4 of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the Prospectus Directive ) and of the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Law 2005 ) in respect of the Program (as defined below). Under its program (the Program ) for the issuance of borrower payment contingent notes (the Notes ), CrossLend Securities SA (the Issuer ) may from time to time issue Notes. Notes will be issued in separate series (each, a Series ). Each Series will be authorized by the board of directors of the Issuer (the Board ) and subject to the Luxembourg law dated 22 March 2004 on securitization, as amended (the Securitization Law 2004 ) and the Luxembourg law dated 10 August 1915 on commercial companies, as amended (the Companies Law 1915 ). The terms and conditions (the Terms and Conditions ) of the Notes will comprise the conditions of the Notes (the Conditions of the Notes ) set out in this Base Prospectus, which will be completed by the relevant Final Terms (the Final Terms ). The Notes will be issued in bearer form. A form of Final Terms is annexed to this Base Prospectus. Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF ) to approve this document as a base prospectus in its capacity as competent authority under the Prospectus Law 2005 for the purpose of any offer of the Notes to the public within the jurisdictions described in this Base Prospectus. By approving this Base Prospectus, the CSSF gives no undertakings as to the economic and financial opportuneness of the transaction or the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the Luxembourg law dated 10 July 2005 on prospectuses for securities. Prior to investing into a Note, an investor must refer to the relevant Final Terms for each issue of Final Terms as well as to this Base Prospectus. The Issuer is a special purpose vehicle incorporated as a société anonyme (public limited liability company) under the laws of the Grand Duchy of Luxembourg and has the status of a regulated securitization company under the Securitization Law 2004. The Issuer was incorporated on 13 May 2015. For each Series of Notes, the Issuer will purchase the claims and rights (the Loan Receivable ) relating to one loan (the Series Specific Loan ) with the proceeds of issue of such Series of Notes, and, pursuant to the Terms and Conditions of the Notes, this Loan Receivable will be available exclusively to meet the Issuer s obligations in respect of, and in connection with, that Series of Notes and may not be used by the Issuer to meet its obligations in respect of any other Series of Notes or any other obligations.
Important terms of the Notes include the following, each of which is described in detail in this Base Prospectus and the relevant Final Terms: The obligation of the Issuer to make payments on a Note will be contingent on the payment of the amounts due under the relevant Series Specific Loan by the relevant borrower who will be an individual (the Borrower ). The payment obligations of the Issuer will be limited to an amount equal to the investor s pro rata share of amounts actually received or collected under such Series Specific Loan for that Note (after deduction of applicable collection fees and other costs arising in connection with a shortfall) and all payment obligations of the Issuer described below are subject to this limitation. Neither the Issuer nor CrossLend GmbH or any other affiliate of the Issuer guarantees payment of the Notes or the corresponding Series Specific Loan. If, for whatever reason, the Borrower does not pay any amounts under the Series Specific Loan and if the proceeds of collection or enforcement of the Series Specific Loan are not sufficient to meet all of its obligations in respect of the Series of Notes, the Issuer s obligations in respect of such Series of Notes will be limited to those proceeds, and collection fees and other costs arising in connection with such shortfall and the enforcement will be deducted from any amounts distributed to the holders of Notes (the Noteholders ). Furthermore, the Issuer s other assets or assets relating to another Series of Notes will not be available to meet any shortfall. Furthermore, to the extent service providers which perform services for the Issuer in connection with the Notes, have not received payment of their fees and expenses, the claims of such service providers rank prior to the claims of the Noteholders. Noteholders may not receive the amounts expected in respect of the Notes and may not recover all (or any) of their investment and thus bear the risk of a total loss of their investment. The aggregate principal amount of a Series of Notes will be equal to the nominal amount of the relevant Series Specific Loan. Payments of principal and interest on the Notes will be made 15 calendar days following, and conditional upon, the respective payment under the Series Specific Loan (subject to postponement to the following business Day if a payment date is not a business day). The Notes will have a fixed interest rate, which will be the rate for the corresponding Series Specific Loan. The interest rate of a Series of Notes will be specified in the relevant Final Terms. For each Series of Notes, interest will be payable from (and including) the issue date of the Notes until the principal amount of the Notes is reduced to zero. However, interest is payable under the Notes only 15 days after the relevant interest amount has accrued (and provided the respective payment under the Series Specific Loan has been made). This means that the interest amount payable on the first interest payment date of the Notes will only have been accrued for a period which is 15 days less than the full period from the issue date until the first interest payment. Accordingly, for a period of 15 days, no interest will be payable on the Notes. If a first interest period under the Series Specific Loan is less than a full month, an initial interest amount (and no redemption amount) will be payable under the relevant Notes on the first interest payment date of the Notes. Otherwise, the terms of the Notes provide for payment of interest and a partial redemption on each monthly payment date, which is an interest payment date and a redemption date under the Notes. In the absence of a default under the Series Specific Loan or any charge back of a direct debit of the bank account of the Borrower and subject to rounding, the sum of (i) the amount of interest payable and (ii) the amount of principal to be redeemed on each such monthly payment date will be equal to the monthly installment amount paid 2
under the Series Specific Loan on the installment payment date immediately preceding such monthly payment date of the Series of Notes. The Notes may have the following scheduled maturities: 6 months, 1 year, 2 years, 3 years, 4 years or 5 years, in each case plus 15 days and any initial short interest period, if any. The maturity of the Notes may be extended by a period of up to two years in case any amounts due under the Series Specific Loan are not paid by the Borrower on the maturity date of the Series Specific Loan, which is 15 days prior to the scheduled maturity date of the Notes. The Notes may be redeemed early upon a prepayment of the Series Specific Loan or the exercise by a Borrower of a withdrawal right under the Series Specific Loan or the occurrence of certain other events described in this Base Prospectus and the terms and conditions of the Notes including an early termination of the Series Specific Loan. Notes will be issued in the denomination of EUR 25 each or such other denomination as may be specified in the Final Terms. For the avoidance of doubt, the Notes do not and will not constitute money market instruments in accordance with Article 2(1)(i) and Article 4(2)(j) of the Prospectus Law 2005. The Issuer will offer the Notes at the offer price specified in the applicable Final Terms. The Issuer may, in its discretion, grant certain investors special, more favourable conditions for an investment in the Notes. The Notes will be offered and sold only via the electronic platform (www.crosslend.com) operated by CrossLend GmbH (the CrossLend Platform ) or, if so agreed with the relevant investor, otherwise through CrossLend GmbH. CrossLend GmbH is acting as tied agent (vertraglich gebundener Vermittler) (the Tied Agent ) in the name and for the account of biw Bank für Investments und Wertpapiere AG ( biw AG ) as liable company (haftendes Unternehmen) pursuant to section 2 paragraph 10 of the German Banking Act (Kreditwesengesetz) (the Placement Agent ). Each Series of Notes will be issued as bearer notes represented by a Global Note. The Notes will not be listed on any securities exchange and, as of the date of this Base Prospectus, there will be no secondary market established or supported by the Issuer. Therefore, investors must be prepared that they may not be able to sell the Notes to a buyer on a bilateral basis and that they may have to hold their Notes to maturity. In case that, in the future, a trading facility will be established which is supported by the Issuer, the Issuer will endeavour that Notes issued prior to the establishment of such trading facility will be eligible for inclusion in the trading on such facility. Application will be made for each Series of Notes to be accepted for clearance through Clearstream Banking AG ( Clearstream Frankfurt or the Clearing System ). The Notes will not be rated. Unless the context otherwise requires, or as otherwise provided in this Base Prospectus or the relevant Final Terms, capitalized words and expressions shall have the respective meanings given to them under the heading Definitions in the section Terms and Conditions. Any websites referenced in this Base Prospectus are for information purposes only and do not form part of the Base Prospectus. 3
An investment in the Notes offered under this Base Prospectus and the relevant Final Terms involves a high degree of risk as the payment of principal and interest are dependent on payments of principal and interest by the Borrower under the relevant Series Specific Loan. Investing in the Notes may result in the loss of the entire investment. See Risk Factors relating to the Notes commencing on page 32. Investors, by subscribing to or otherwise acquiring the Notes, expressly accept, and shall be bound by, the provisions of the Securitization Law 2004 and in particular, the provisions on limited recourse, non-petition, subordination and priority of payments, which are embedded in the Terms and Conditions of the Notes and described on pages 13 et seq., 16 et seq., 27 et seq. and 70 and 75. The Notes do not qualify as deposits and therefore the Luxembourg deposit protection scheme does not apply. 4
Responsibility and Use of the Prospectus This Base Prospectus has been prepared for the purpose of providing information about the Issuer and the Notes (amongst other things). The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and contains no omission likely to affect the import of such information. The Issuer has given its consent to the use of this Base Prospectus or any Final Terms by the Placement Agent and its Tied Agent CrossLend GmbH and accepts responsibility for the content of the Base Prospectus also with respect to the placement of the Notes by the Placement Agent and its Tied Agent in Luxembourg and the countries in which the competent authorities have been notified of this Base Prospectus (see section Placement of the Notes below). The consent given to the Placement Agent and its Tied Agent is valid for 12 months from the date of publication of the Base Prospectus. The Issuer has not given its consent to the use of this Base Prospectus or any Final Terms to any other financial intermediary or any other third party. The Issuer does not accept responsibility for the content of the Base Prospectus with respect to any subsequent resale of Notes by any other financial intermediary, investor or any other party. Accordingly, the Issuer does not accept any responsibility for any use of this Base Prospectus (other than the use of this Base Prospectus by the Placement Agent and its Tied Agent) or for any other statement made or purported to be made by any other party in connection with the Issuer or the issue and offering of the Notes. Should any relevant new information with respect to financial intermediaries unknown at the time of the approval of the Base Prospectus or the filing of the Final Terms, as the case may be, arise, that new information will be published, and be available for viewing, on the website www.crosslend.com. None of the Placement Agent and the paying agent or calculation agent of the Notes has separately verified the information contained in this Base Prospectus or in any Supplement or any Final Terms. The Placement Agent, the Paying Agent and the Calculation Agent do not make any representation, recommendation or warranty, express or implied, regarding the accuracy, adequacy, reasonableness or completeness of the information contained in this Base Prospectus or any Final Terms or in any further information, notice or other document which may at any time be supplied in connection with the Notes or their offering. To the fullest extent permitted by law, neither the Placement Agent nor the Paying Agent and the Calculation Agent accepts any responsibility or liability therefor nor do they undertake to review the financial condition or affairs of the Issuer during the term of the Notes nor to advise any investor or potential investor in any Notes of any information coming to the attention of them. No person has been authorized to give any information or to make representations other than those contained in this Base Prospectus or any Final Terms in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorized by the Issuer. Neither the delivery of this Base Prospectus nor any sale made in connection with this Base Prospectus or such Final Terms shall at any time imply that the information contained in this Base Prospectus or such Final Terms is correct at any time subsequent to the date of this Base Prospectus or such Final Terms, or that any further information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. None of this Base Prospectus, any Final Terms or any further information supplied in connection with the Notes is intended to provide the basis of any credit or other evaluation, and none of this Base Prospectus, any Final Terms or any such further information should be considered as a 5
recommendation by the Issuer (as appropriate) that any recipient of this Base Prospectus or any further information supplied in connection with the Notes should purchase any Notes. Each investor contemplating purchasing Notes must make its own independent investigation of the risks involved in an investment in the Notes. Placement of the Notes CrossLend GmbH (acting as tied agent in the name and for the account of biw AG) will, on behalf of the Issuer, offer the Notes via the website www.crosslend.com. The Issuer has not appointed any other placement agent nor any underwriter nor any other financial intermediary for the placement or distribution of the Notes. CrossLend GmbH acting as tied agent of the Placement Agent will provide information to investors on the terms and conditions of the offer at the time the offer is made on the website operated by it for the Issuer (www.crosslend.com). For purposes of the offering of the Notes by the Issuer, the Issuer intends to have this Base Prospectus notified to the competent authorities in accordance with the Prospectus Directive into the following countries: Germany, the Netherlands, Spain, the United Kingdom, Austria and Sweden. The distribution of this Base Prospectus or any Final Terms and the offering or sale of the Notes in certain jurisdictions may be restricted by law. The Issuer does not represent that this document may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any distribution or offering. Accordingly, no Notes may be offered or sold, directly or indirectly, and none of this Base Prospectus, any Final Terms, any advertisement relating to any Notes and any other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. For a description of certain restrictions on the sale and transfer of the Notes, please refer to Sales and Transfer Restrictions on pages 107 et seq. of this Base Prospectus. The Notes have not been and will not be registered under the United States Securities Act of 1933 (the Securities Act ). Subject to certain exceptions, the Notes may not be offered, sold or delivered within the United States or to U.S. persons within the meaning of the Securities Act. 6
Table of Contents SUMMARY... 8 RISK FACTORS... 26 POTENTIAL CONFLICTS OF INTEREST... 41 GENERAL DESCRIPTION OF THE PROGRAM... 42 THE PRINCIPAL TERMS AND CONDITIONS OF THE SERIES SPECIFIC LOANS... 47 THE ORIGINATION OF THE LOANS AND THE LENDING PROCESS... 50 PURCHASE OF LOAN RECEIVABLES... 53 ADMINISTRATION OF THE LOAN RECEIVABLES AND DEBT COLLECTION... 54 PLACEMENT OF THE NOTES... 58 CORPORATE ADMINISTRATION AND ACCOUNTS... 60 DOCUMENTS INCORPORATED BY REFERENCE... 61 CONDITIONS OF THE NOTES... 62 DESCRIPTION OF THE ISSUER... 80 ADDITIONAL INFORMATION IN RELATION TO THE PARTIES TO THE STRUCTURE... 86 TAXATION... 88 SALES AND TRANSFER RESTRICTIONS... 107 USE OF PROCEEDS... 110 GENERAL INFORMATION... 111 FORM OF FINAL TERMS... 113 7
SUMMARY Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary due to the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable. Section A Introduction and warnings Element Description Disclosure requirement of Element A.1 Warnings This summary should be read as an introduction to the Base Prospectus; Any decision to invest in the Notes should be based on consideration of the Base Prospectus and the relevant Final Terms as a whole by the investor; Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the BaseProspectus before the legal proceedings are initiated; and Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in the Notes. A.2 Consent The Issuer has given its consent to the use of the Base Prospectus by biw Bank für Investments und Wertpapiere AG and its tied agent CrossLend GmbH. This consent is valid for 12 months from the date of publication of the Base Prospectus. Section B Issuer Element Description of Element B.1 Legal and Commercial Name of the Issuer B.2 Domicile /Legal Form /Legislation /Country of Incorpora- biw Bank für Investments und Wertpapiere AG and CrossLend GmbH may place this Series [ ] Borrower Payment Contingent Notes (ISIN [ ]) due [ ] (the Series of Notes, each a Note ) on behalf of the Issuer within the offer period from [ ] to [ ] [(subject to an abbreviation of the offer period as set out in section E.3 below)]. Investors should be aware that information on the terms and conditions of the offer by the Issuer through CrossLend GmbH acting as tied agent of biw Bank für Investments und Wertpapiere AG shall be provided at the time of the offer of the Notes. Disclosure requirement CrossLend Securities SA (the Issuer ). The Issuer is domiciled and incorporated in Luxembourg and is a public limited liability company (société anonyme) operating under the laws of the Grand Duchy of Luxembourg. The Issuer is a regulated securitization company supervised by the Luxembourg Commission de Surveillance du Secteur Financier (CSSF). 8
tion B.16 Control of Issuer The Issuer has 310 ordinary shares (each in an amount of 100), all of which are fully paid and are held by CrossLend GmbH. B.17 Credit ratings Not applicable. The Notes will be unrated. B.20 Special Purpose Vehicle B.21 Principal activities and global overview of parties The Issuer is a special purpose entity for the purpose of issuing asset backed securities. The Issuer The Issuer s principal activities are to enter into, perform and serve as a vehicle issuing asset backed securities for any securitization transactions as permitted under the Luxembourg law dated 22 March 2004 on securitization, as amended, under a program for the issuance of borrower payment contingent notes. By using the proceeds from the issuance of such notes, the Issuer will purchase the claims and rights (the Loan Receivable ) relating to a loan which corresponds to the Series of Notes (the Series Specific Loan ). biw AG biw Bank für Investments und Wertpapiere AG ( biw AG ) will act as lending bank (the Lending Bank ), paying agent (the Paying Agent ) and calculation agent (the Calculation Agent ) in respect of the Series of Notes. biw AG is also acting as liable company (haftendes Unternehmen) for its tied agent, CrossLend GmbH, in connection with the placement of the Notes via the CrossLend Platform (as defined below) (in such capacity, the Placement Agent ). Furthermore, biw AG is the responsible and liable company for CrossLend GmbH, which acts as tied intermediary of biw AG, in relation to the credit intermediation through the CrossLend Platform (as defined below) in the Netherlands, and has assumed the tasks of the servicing of the Series Specific Loans originated in the Netherlands (in this capacity, biw AG being the Co-Servicer ), the performance of which it has outsourced to CrossLend GmbH. biw AG also acts as back-up servicer (the Back-up Servicer ) for CrossLend GmbH in respect of the servicing of all loans in the event of an insolvency of CrossLend GmbH. biw AG is a credit institution and a stock corporation incorporated under the laws of the Federal Republic of Germany and has its registered office and its head office in Willich, Germany. CrossLend GmbH CrossLend GmbH (the Servicer ) will act as servicer in relation to the Loan Receivables. With respect to Series Specific Loans originated in the Netherlands, the Servicer undertakes the servicing for the Co-Servicer on an outsourcing basis (the Servicer and the Co-Servicer together, the Servicers ). Furthermore, CrossLend GmbH will (i) facilitate the origination of the Series Specific Loans via the website www.crosslend.com operated by it (the CrossLend Platform ) and (ii) undertake a credit scoring and assessment and the determination of interest rates in connection with the origination of the relevant Series Specific Loan. CrossLend GmbH will also perform certain operational services for the Issuer (in this capacity being the Issuer Operations Servicer ). In addition, CrossLend GmbH, acting as tied agent of the Placement Agent, will place the Notes to investors on behalf of the Issuer via the CrossLend Platform. CrossLend GmbH is a limited liability company incorporated under the laws of Germany and has its registered office and its head office in Berlin. Custodian BHF-BANK International will act as custody bank of the Issuer in respect of the cash 9
B.22 Operations and Financial Information B.23 Key financial information standing to the credit of the cash account referred to below (the Custodian ), with biw AG acting as sub-custodian. For such purposes, the Issuer maintains a cash account with the Custodian and the Custodian, in turn, maintains related cash accounts with biw AG as trust accounts for the benefit of the Issuer. BHF-BANK International is a credit institution and a public limited liability company incorporated under the laws of the Grand Duchy of Luxembourg and has its registered office and its head office in Luxembourg. Corporate Servicer TMF Luxembourg SA will be the corporate servicer for the Issuer (the Corporate Servicer ). Not applicable. The Issuer has commenced operations and prepared financial statements. The summary information below is extracted from the Issuer's audited financial statements as at 31 December 2015. The issuer commenced its operation in 2015 and there are no comparative data available for previous years. 31 December 2015 Total Assets: EUR 197,121 Total Liabilities EUR 197,121 Total Charges: EUR 162,530 Total Income: EUR 162,530 B.24 Material adverse change B.25 Description of underlying assets Not applicable, there has been no material adverse change in the financial position or prospects of the Issuer since the date of the latest audited accounts dated 31 December 2015. The Issuer will purchase the Loan Receivable relating to the Series Specific Loan which shall serve as underlying asset of the Series of Notes by using the proceeds from the issue of the Series of Notes. The Loan Receivable will form part of the Series Assets. The Series Assets will include the proceeds of the issue of the Series of Notes and, after the use of these proceeds by the Issuer, the Loan Receivable in respect of the Series of Notes (including any amounts received by the Issuer, or collected, from the relevant Borrower in respect of the Loan Receivable). See item B.28 below. The principal amount and the interest rate of the Series Specific Loan will be equal to the aggregate nominal amount and the nominal interest rate of the Series of Notes and its term will be equal to the scheduled term of the Series of Notes less 15 days. The Series Assets have characteristics whereby, taken together, they demonstrate a capacity to produce funds to service the Issuer s obligations to make payments due and payable under the Notes. The borrower (such borrower referred to herein as the Borrower ) is an individual being at least 18 years of age. The country of origination of the Series Specific Loan is [Spain][The Netherlands][the Federal Republic of Germany][Austria] and the risk class of the Series Specific Loan is risk class [ ], which corresponds to an estimated annual loss rate of [ ]%. The possible eight risk classes range from risk class A (estimated annual loss rate of 0-1.99%) to risk class G (estimated annual loss rate of 12.00-13.99%) and finally the highest risk class HR, which reflects an estimated annual loss rate of 14% or higher. The risk class is determined and assigned by CrossLend GmbH based on credit score data obtained by one or more credit bureau(s) and scoring technology developed by CrossLend GmbH, which is designed to further develop the traditional scoring technology with a view to refine the individual scoring. If, due to a payment default or other event of default of the Borrower, the Series 10
Specific Loan may be terminated, the Servicer will terminate the Series Specific Loan on behalf of the Issuer [insert in case of Dutch Loans: such termination action being outsourced to the Servicer by the Co-Servicer]. Such termination will, in general, occur after approximately [60][insert in case of Loans with a term of three years: 90] days following a non-payment of [three][four] loan installments. The Servicer may also allow the Borrower to defer payments (including by way of a new payment plan) in respect of the Series Specific Loan without the consent of any holder of Notes relating to the Series Specific Loan. Any new payment plan will not go beyond a date which is six months prior to the Final Maturity Date (as defined in section C.9 below) of the Notes. The information about any default of the Borrower and any new payment plan will be made available to the relevant holders of Notes (the Noteholders ) through the website www.crosslend.com. In case of a payment default of the Borrower, [Insert in case of German Loans: the Issuer will be entitled to claim damages (which will not be passed on to the Noteholders) but the Issuer will not claim for default interest.] [Insert in case of Spanish Loans: the Issuer intends to claim for both default interest (at the interest rate of the Series Specific Loan plus 2%) and any additional damages incurred as a result of a default of the Borrower (any damages collected being, however, not passed on to the Noteholders).] [Insert in case of Dutch Loans: the Issuer intends to claim for the maximum amount of default interest permissible for Dutch fixed rate consumer loans, such default interest not being higher than the agreed interest payable under the Series Specific Loan.] [Insert in case of Austrian Loans: the Issuer intends to claim for both default interest (5% p.a.) and any additional damages incurred as a result of a default of the Borrower (any damages collected being, however, not passed on to the Noteholders).] [Insert in case of Dutch, Spanish and Austrian Loans: Default interest will accrue from the first day after the due date but will only be charged to the Borrower after a grace period of 15 days following the due date of the relevant payment.] B.26 Actively managed pool of assets Not applicable. The Series Assets of the Series of Notes will not consist, in whole or in part, of an actively managed pool of assets. 11
B.27 Further issuances backed by same pool of assets B.28 Structure of the transaction Not applicable. The Issuer does not intend to issue further Notes of a Series of Notes on the same terms as an existing Series of Notes. Cooperation Agreement biw AG (Lending Bank and Seller of the Series Specific Loan, Co-Servicer) CrossLend GmbH (Credit intermediary, Servicer and Issuer Operations Servicer) Purchase Price (100 %) Sale and transfer of Loan Receivable biw AG (Placement Agent) with CrossLend GmbH as its tied agent Servicing Agreement Notes Placement Agreement CrossLend Securities SA (Issuer) Disbursement of the Series Specific Loan monthly installments (interest and principal) monthly payments (interest and principal) Proceeds from the issuance of the Series of Notes 1 Borrower Noteholders 1 100 % of the nominal amount of the Notes plus any surcharge 12
The Issuer may offer Series of Notes to retail, professional or other eligible investors via the CrossLend Platform. The Issuer will use the proceeds from the issue of any Series of Notes to purchase the relevant Loan Receivable from the Lending Bank and to pay fees and expenses in connection with the issuance, the clearing and settlement of the Notes as well as fees of the Placement Agent, the Custodian, the Corporate Servicer and CrossLend GmbH as Servicer and Issuer Operations Servicer. The Noteholders will receive payments under the Notes only to the extent that the Issuer receives payments under the corresponding Series Specific Loan (and subject to a prior deduction of any collection fees and any other costs and expenses in accordance with the Order of Priority, see C.8 below). The Servicers shall collect payments made in respect of the Series Assets and, after termination of the Series Specific Loan due to an event of default, [insert in all cases except for Dutch Loans: the Issuer] [insert in case of Dutch Loans: the Servicer (such termination activity being outsourced to it by the Co-Servicer)] will instruct an external debt collection agency for collecting the amounts outstanding under the Series Specific Loan, which may decide in its discretion, whether in-court-proceedings are initiated. The debt collection agency so instructed will be [Intrum Justitia GmbH][insert debt collection agency], which has its registered office and its head office in Darmstadt, Germany. B.29 Description of cash flows and information on the Hedging Counterparty B.30 Originators of securitized assets Section C Securities Element Description of Element C.1 Type and class of Securities being offered, securities identification number The Issuer intends to finance any payments to Noteholders of a Series of Notes directly through any payments of principal and interest received on the relevant Series Specific Loan. The Program does not provide for the entering into hedging transactions with a hedging counterparty. biw AG in its capacity as Lending Bank (see B.21). Disclosure requirement The Notes will be fixed rate Notes and limited recourse debt obligations of the Issuer with ISIN [ ]. C.2 Currency Subject to compliance with all relevant laws, regulations and directives, the Notes are denominated in EUR. C.5 Restrictions on free transferability C.8 Rights attached to There are restrictions on sales of Notes into, amongst other jurisdictions, the United States and the European Economic Area. These restrictions are mainly targeting offerings to the public in the specific jurisdiction unless certain exceptions apply. Subject to certain exemptions, the Notes may not be offered, sold or delivered within the United States or to a United States person. General The Notes are limited recourse unsecured obligations of the Issuer governed by 13
the securities, ranking and limitation to those rights Luxembourg law. Events of Default under the Notes Due to the limited recourse nature of the Notes, Noteholders may request an early redemption of the Notes due to an event of default of the Issuer only if the Issuer does not make payments of amounts due for a period of 30 days although sufficient funds from the Series Assets are available to meet the Issuer s obligations under the Notes in accordance with the Order of Priority set out below. Thus, if a payment is not made under the Notes because the Borrower does not make payments under the Series Specific Loan, this will, as such, not constitute a termination right of the Noteholders. Otherwise, Noteholders may terminate the Notes if the Issuer fails to perform or observe any of its other material obligations under the Notes, continuing for a period of time of 60 days after written notice from holders of 25% of the outstanding amount of the affected Notes, or upon occurrence of an event relating to the winding-up or dissolution of the Issuer or the appointment of an administrator. Ranking (status) The Notes rank pari passu without any preference among themselves. Withholding Tax If the Issuer would be required to withhold or deduct amounts for or on account of tax or would suffer tax in respect of its income so that it would be unable to make payment of the full amount due (1) pursuant to the laws and regulations of any jurisdiction; or (2) as a result of a FATCA withholding, the Issuer will only make payment of a net amount after having deducted the amount to be withheld or deducted for or on account of tax or as a result of tax suffered in respect of the Issuer s income. With respect to Noteholders who are individuals and who are subject to German income taxation, biw AG in its capacity as account bank at which Noteholders maintain a securities custody account in which Notes are deposited is obliged to deduct a 25 per cent flat tax (plus a 5.5 per cent solidarity charge thereon) and, if applicable to the relevant investor, church tax. Limited Payment Obligation and Limited Recourse All payment obligations under a Series of Notes constitute solely obligations to distribute amounts out of the Available Distribution Amount in accordance with the Order of Priority as generated by, inter alia, payments to the Issuer by the Borrower as available on the respective Monthly Payment Date (as defined in C.9 below) in accordance with the Order of Priority. Claims against the Issuer by Noteholders will be limited to the Series Assets applicable to the Series of Notes, in particular the Series Specific Loan, and Noteholders will have no recourse to any assets that correspond to another Series of Notes. If the net proceeds of the realisation of the Series Assets are not sufficient to make all payments due in respect of the Notes, no other assets of the Issuer will be available to meet such shortfall, the claims of the Noteholders and any other creditors relating to the Notes in respect of any such shortfall shall be extinguished. No Noteholder will be able to petition for the winding-up of the Issuer as a consequence of any such shortfall or to launch proceedings against the Issuer which are based on article 98 of the Luxembourg Companies Law 1915. Order of Priority The respective rankings for priority of the interest of the Noteholders, and any other party entitled to the benefit of the Series Assets (each a Series Party ) of the Series of Notes shall be according to the relevant priority of each of the payments described below. 14
Subject to the last two paragraphs of this section Order of Priority, all moneys received by the Issuer in respect of the Series of Notes (as defined in section C. 9 below) shall be applied in the following order (the Order of Priority ): (a) first, in payment or satisfaction of all fees, costs, charges, expenses, liabilities and other amounts incurred by or payable to any receiver under or pursuant to the Notes or to any tax authority; (b) secondly, for each claim pro rata in payment of: (i) any amounts of fees, costs and expenses owing to the Servicers (other than the agreed servicing fees, which are covered by paragraph b(ii) below) or an external debt collection agency instructed in connection with a payment or collection of any payment relating to the Series of Notes (including the reimbursement for any fees charged, and any compensation payment made by CrossLend GmbH to biw AG, in connection with a return or a rejection of a direct debit of the bank account of the Borrower and the related charge back of such direct debit occurring after the corresponding payment of interest and/or principal was made to the Noteholders); as well as (ii) any amounts of fees, costs and expenses owing to the Servicers (including the Back-up Servicer), the Issuer Operations Servicer, the Corporate Servicer, the Custodian, the Paying Agent, biw AG as account bank for the cash accounts held in the name of the Custodian as trust accounts for the benefit of the Issuer and as Placement Agent or other servicers in connection with the issuance, clearing and settlement of the relevant Series of Notes; (c) thirdly, pro rata in payment of any amounts owing to the Noteholders; and (d) fourthly, in payment of the balance (if any) to the Issuer. The payments referred to above under (a) and (b)(ii) ranking prior to payments to the Noteholders are expected to be made out of the surcharge paid by Noteholders when investing in the Notes. The amounts payable by the Issuer to the Servicers or an external debt collection agency in connection with the debt collection referred to above under (b)(i) and ranking prior to payments to the Noteholders will be made out of the amounts collected from the Borrower and the realization of the relevant Loan Receivable. Together with any payment of amounts referred to under (a) above, if any, these amounts will thus be deducted from the Available Distribution Amount as set out in section C. 9 below. Noteholder Meetings The Terms and Conditions of the Notes contain provisions for convening meetings of Noteholders to consider matters affecting their interests generally with respect to the Notes. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. C.9 Nominal interest rate Date from which interest becomes payable See item C.8 above for information on rights attaching to the Notes. Interest Each Note shall bear interest for each Interest Accrual Period until (but excluding) the day on which the Principal Amount Outstanding has been reduced to zero. With respect to each Interest Accrual Period, interest shall accrue on the Principal Amount Outstanding (as defined below) as of the Interest Accrual Date preceding the relevant Interest Payment Date. Any payment of interest will be subject to the condition that the Available Distribution Amount is sufficient to make such payment (as set out in the paragraph Payments of Interest and Redemption Payments below). 15
The amount of interest payable in respect of each Note and each Interest Accrual Period on any Interest Payment Date shall be calculated by: (a) (b) applying the interest rate of [ ] (the Interest Rate ) to the Principal Amount Outstanding on the Interest Accrual Date immediately prior to the relevant Interest Payment Date; based on a determination of the actual days in the relevant calculation period and the actual days in the relevant year [(Actual/Actual (ICMA))] [(Actual/Actual)], as determined by the Calculation Agent. Interest Accrual Period means each period from (and including) the Issue Date until (but excluding) the first Interest Accrual Date and thereafter from (and including) each Interest Accrual Date until (but excluding) the next following Interest Accrual Date, in each case without adjustment if the specified Interest Accrual Date is not a business day. Maturity date and amortisation of the notes including the repayment procedures Interest Accrual Date means [the [ ] day in each month, with the first Interest Accrual Date being [ ]] [or [ ], if the Issue Date takes place on the first Business Day of the month following to the end of the Offer Period, and the Offer Period covers more than one month]. [In case of an abbreviation of the Offer Period (see E.3 below), the first Interest Accrual Date may be brought forward to [ ]] [ ]. Issue Date means [ ] [or [ ], if the Issue Date takes place on the first Business Day of the month following to the end of the Offer Period, and the Offer Period covers more than one month]. [The Issue Date will be brought forward in case of an abbreviation of the Offer Period (see E.3 below).] Interest Payment Date means the [ ] day in each month, with the first Interest Payment Date being [ ] [or [ ], if the Issue Date takes place on the first Business Day of the month following to the end of the Offer Period, and the Offer Period covers more than one month]. [In case of an abbreviation of the Offer Period (see E.3 below), the first Interest Payment Date may be brought forward to [ ]] [ ]. The term Principal Amount Outstanding has the meaning set out in the paragraph Payments of Interest and Redemption Payments below. In the absence of a default under the Series Specific Loan or any charge back of a direct debit of the bank account of the Borrower and subject to rounding, the interest amount payable on each Interest Payment Date of a Series of Notes is equal to the interest amount payable under the Series Specific Loan, which [insert in case on the first Monthly Payment Date only interest is payable: except for the first Interest Accrual Period,] is payable as part of the monthly installment amount due. However, a Noteholder receives interest payments only 15 days after the relevant interest amount has accrued and accordingly, for a one-off period of 15 days, no interest will be payable on the Notes. Payments of Interest and Redemption Payments Monthly Payments and Maturity Subject to the Order of Priority and the limitations on payment obligations and the limited recourse to the Series Assets summarized in C.8 above, the Issuer shall, from the Available Distribution Amount, if any: (a) pay interest on each Interest Payment Date at the Interest Rate on the Principal Amount Outstanding immediately prior to the respective Interest Payment Date; and 16
(b) redeem the principal amount of the Notes on each Redemption Date by applying thereafter the remaining Available Distribution Amount. The Available Distribution Amount may be zero and the Issuer will not be obliged to make any payment if and to the extent there is no Available Distribution Amount on the respective Monthly Payment Date. Available Distribution Amount means, with respect to the Series of Notes and a Monthly Payment Date, the sum of the payments received by the Issuer (and not reversed following any revocation of a direct debit by a Borrower), and/or the amounts collected [insert in case of Spanish, Austrian and Dutch Loans: (including any default interest)], and/or enforcement proceeds received, by the Servicers on behalf of the Issuer with respect to any payments not made when due under a Series Specific Loan. The Available Distribution Amount will be available for distribution to the Noteholders on a pro rata basis in accordance with the Order of Priority, in particular after deduction of the following fees and expenses: (i) a fee of 8 for each charging back of a direct debit by the debtor bank, if any; (ii) a fee of 5 for any letter of demand; [insert in case of German Loans: (iii) a collection fee and lump sum for expenses payable on the amounts to any external debt collection agency pursuant to the German Lawyers Remuneration Act (Rechtsanwaltsvergütungsgesetz); (iv) a success collection fee of 5 % charged by the external debt collection agency on any amounts of principal and interest collected by it if the Loan Receivable cannot be collected on the basis of commercially reasonable efforts or within a period of 90 days following the collection instruction to the debt collection agency or if such amounts are collected in in-court proceedings; and] [insert in case of Dutch, Spanish or Austrian Loans: (iii) a success collection fee in the amount of up to 15% charged by any of the Servicers or the debt collection agency, such fee of up to 15% being calculated on any amount of principal and interest (including default interest) collected by any of the Servicers or the debt collection agency after expiry of a grace period of 15 days following the due date of the relevant amount; and] [(iv)][(v)] any expenses charged by the debt collection agency for direct debits rejected by the debtor bank, investigations of the current domicile of the Borrower and obtaining information from authorities or registers etc. as well as legal fees and statutory fees and costs payable in connection with the enforcement of the Loan Receivable and in-court proceedings. The success collection fees referred to under [(iii)] [(iv)] above will always be deducted from the Available Distribution Amount and thus from the amount of interest and principal payable to the Noteholders. The other fees and expenses referred to above will also be deducted from the Available Distribution Amount unless such fees and expenses have been collected from the Borrower in addition to the amount of interest [insert in case of Dutch, Spanish or Austrian Loans: (including default interest)] and principal owed by, and collected from, the Borrower. The debt collection procedure may include ten attempts to make a direct debit on the bank account of a Borrower and the sending of three letters of demand/warning letters to the Borrower until finally the Series Specific Loan can be terminated. The number of failed direct debits and letters of demand/warning letter in respect of a Loan may further increase if initially various failures have been remedied before the Loan is then ultimately 17
terminated. The fees of EUR 8 and EUR 5, respectively, will be charged for each failed direct debit attempt and for each letter of demand/warning letter. Such amounts will be deducted from amounts to be distributed to Noteholders on a pro rata basis. [insert in case of Dutch Loans: The fees referred to under (i) and (ii) may only be claimed from Borrowers in in-court proceedings and will therefore be deducted from all amounts constituting the Available Distribution Amount which have been collected prior to in-court proceedings. If the Issuer is legally able to collect such amounts in incourt proceedings, the Issuer would nevertheless have to deduct them from the Available Distribution Amount to the extent such fees have not been successfully collected from the Borrower.] Monthly Payment Date means a day which is an Interest Payment Date and/or a Redemption Date. Principal Amount Outstanding, means, with respect to each Note and on any relevant date, the nominal amount of each Note multiplied by the relevant pool factor that, in the records of the Clearing System, reflects the principal amount outstanding of a note following a partial redemption of such note. Redemption Date means [each [ ] of a month in the period from (and excluding) the Issue Date to the Scheduled Maturity Date or the Final Maturity Date, as the case may be, with the first Redemption Date being [ ], [or [ ], if the Issue Date takes place on the first Business Day of the month following to the end of the Offer Period, and the Offer Period covers more than one month]. [In case of an abbreviation of the Offer Period (see E.3 below), the first Redemption Date may be brought forward to [ ],] or, if any such day is not a business day, the next following business day] [ ]. The Scheduled Maturity Date of the Series of Notes shall be [ ] [or [ ], if the Issue Date takes place on the first Business Day of the month following to the end of the Offer Period, and the Offer Period covers more than one month]. [In case of an abbreviation of the Offer Period (see E.3 below), the Scheduled Maturity Date may be brought forward to [ ]]. In the event that any amounts due under the Series Specific Loan are not paid by the Borrower on the day which is 15 days prior to the Scheduled Maturity Date of the Series of Notes, the Scheduled Maturity Date may be postponed to the Final Maturity Date. The Final Maturity Date is the [ ], [or [ ], if the Issue Date takes place on the first Business Day of the month following to the end of the Offer Period, and the Offer Period covers more than one month]. [In case of an abbreviation of the Offer Period (see E.3 below), the Final Maturity Date may be brought forward to [ ] and] which is the date that occurs two years following the Scheduled Maturity Date, or, if earlier, the date on which the Series Specific Loan is redeemed in full. Early Redemption of the Notes by the Issuer The Issuer may early redeem the Notes (in full or in part, as the case may be) if and to the extent: a prepayment of the Series Specific Loan (in full or in part) occurs pursuant to the terms of the Series Specific Loan; the Borrower has exercised a withdrawal right under the Series Specific Loan; the Series Specific Loan is repaid for any other reason including upon the occurrence of an early termination due to an event of default of the Borrower or otherwise or if the Series Specific Loan has not been validly granted; due to a regulatory measure or decision or legislative action, the Issuer may cease to be legally permitted or it may not be commercially reasonable for the Issuer and/or CrossLend GmbH that Notes are issued or outstanding; or the costs for the settlement of payments to be made by the Issuer under the 18