EFTA01415518.pdf

Risk Factors &"Expert Sans Regular,Regular"&10&K000000 Restricted - External Risk Factors The following is not an exhaustive list of all the risks associated with an investment in the transaction. Investors should carefully review the final transaction documentation relating to the Notes, including the description of risk factors contained therein, prior to making a decision to invest in the Notes. The information set forth in this term sheet will be superseded in its entirety by any subsequent versions of this information and by the final Offering Circular relating to the Notes. This summary does not take into account an investor's particular situation, liquidity needs, tax status, existing holdings or leverage, all of which should be considered in making an investment decision. General Risk Factors General Economic Conditions. Significant risks may exist for the Issuer and investors in the Notes as a result of uncertain general economic conditions. These risks include, among others, (i) the possibility that, on or after the Closing Date, the prices at which Collateral Obligations can be sold by the Issuer will have deteriorated from their effective purchase price, (ii) the illiquidity of the Notes, as there may be no secondary trading in the Notes and (iii) the possibility of a decline in the market value of the Notes. These risks may affect the returns on the Notes to investors and the ability of investors to realize their investment in the Notes prior to the Stated Maturity, if at all. In addition, the primary market for a number of financial products including leveraged loans may be volatile, and the level of new issuances may be uncertain and may vary based on a number of factors, including general economic conditions. As well as reducing opportunities for the Issuer to purchase assets in the primary market, this may increase reinvestment or refinancing risk in respect of maturing Collateral Obligations. These additional risks may affect the returns on the Notes to investors and could further slow, delay or reverse an economic recovery and cause a further deterioration in loan performance generally. Limitations on the amount of available credit in the market may have an adverse impact on general economic conditions that affect the performance of the Assets. The slowdown in growth or commencement of a recession would be expected to have an adverse effect on the ability of businesses to repay or refinance their existing debt. Adverse macroeconomic conditions may adversely affect the rating, performance and the realization value of the Assets. It is possible that the Assets will experience higher default rates than anticipated and that performance will suffer. The market value and performance of the Collateral Obligations and the Notes may be adversely impacted by current and future economic conditions, including perceptions of potential, current or future conditions, market trading imbalances or technical dislocation. To the extent that economic and business conditions fail to improve or deteriorate further, the levels of defaults and delinquencies are likely to increase and market values may decrease or not fully recover, which may adversely affect the amount of Sale Proceeds that could be obtained upon the sale of the Collateral Obligations and could adversely impact the ability of the Issuer to make payments on the EFTA01415518 Notes. The bankruptcy or insolvency of a major financial institution may have an adverse effect on the Issuer, particularly if such financial institution is the administrative agent of a leveraged loan or is a selling institution with respect to a participation. In addition, the bankruptcy, insolvency or financial distress of one or more additional financial institutions, or one or more sovereigns, may trigger additional crises in the global credit markets and overall economy which could have a significant adverse effect on the Issuer, the Assets and the Notes. Limited Liquidity and Restrictions on Transfer. Barclays is under no obligation to create or maintain a secondary market in the Notes. There is currently no market for the Notes and it is unlikely that a secondary market for the Notes will develop. Additionally, the Notes will not be registered under any federal or state securities laws, and such Notes are being issued and sold in reliance upon exemptions from registration provided by such laws. The Notes will be subject to certain transfer restrictions and will only be transferable to certain permitted transferees to be identified in the Transaction documentation. Furthermore, the Issuer will restrict ownership of any interests in the Subordinated Notes so that no assets of the Issuer will be deemed to be "plan assets" subject to ERISA and/or Section 4975 of the Internal Revenue Code. An investor may not be able to find a buyer for the Notes or any other product should it wish to sell such product. If a buyer can be found, the price offered by that buyer may be lower than the price that an investor paid for the product or the amount an investor would otherwise receive on the maturity of the product. In addition, small holdings may not be transferable, and where a Note has a minimum specified denomination or settlement amount, an investor will not be able to transfer the Note unless it increases its holding to at least that minimum denomination or settlement amount. An investor in the Notes must be prepared to hold for an indefinite period of time or until maturity or redemption. Regulatory Changes. In response to the downturn in the credit markets and the global economic crisis, various agencies and regulatory bodies of the U.S. federal government have taken or are considering taking actions to address the financial crisis. These actions include, but are not limited to, the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd Frank Act"), which was signed into law on July 21, 2010, and which imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general, and proposed regulations by the SEC that, if enacted, would significantly alter the manner in which asset-backed securities, including securities similar to the Notes, are issued and structured and increase the reporting obligations of the issuers of such securities. On August 28, 2013, joint regulators in the United States re-proposed credit risk retention rules under Section 941 of Dodd-Frank. These re-proposed rules have not yet gone into effect and are subject to comment and further modification by the joint regulators. Given the broad scope and sweeping nature of the changes and the fact that final implementing rules and regulations have not yet been enacted, the potential impact of these actions on the Issuer, the Collateral Manager, any of the Notes, any owners of interests in the Notes or the CLO market generally is EFTA01415519 unknown, and no assurance can be made that the impact of such changes would not have a material adverse effect on the prospects of the Issuer or the value or marketability of the Notes. In particular, if existing transactions are not exempted from any such new rules or regulations, the costs of compliance with such rules and regulations could have a material adverse effect on the Issuer and the owners of Notes. In addition, the Dodd-Frank Act amended the Commodity Exchange Act to include "swaps" in the definition of "commodity interests" which, if traded by an entity may cause that entity to fall within the definition of a "commodity pool" under the Commodity Exchange Act and the Collateral Manager to fall within the definition of a "commodity pool operator". Based on recent CFTC interpretive guidance, the Issuer is not expected to be treated as a commodity pool. In the event that such guidance changes or the Issuer engages in one or more activities that might cause it to be treated as a commodity pool or the Collateral Manager to be treated as a CPO or "commodity trading adviser" (CTA), regulation of the Collateral Manager (or another transaction party) as a CPO and/or a CTA could cause the Collateral Manager to be subject to extensive registration and reporting requirements that would involve material costs to the Issuer. The scope of such requirements and related compliance costs are uncertain but could adversely affect the amount of funds available to make payments on the Notes. In addition, the operators of pooled investment vehicles that own Notes could also be subject to the jurisdiction of the CFTC and be required to register with the CFTC as CPOs if the Issuer is a commodity pool. As a result of these developments, the Issuer will not be permitted to enter into any Hedge Agreement unless either (a) entering into the Hedge Agreement would not cause the Issuer to be considered a "commodity pool" under the Commodity Exchange Act, (b) if the Issuer would be considered a commodity pool, the Collateral Manager would be the CPO, the Collateral Manager would be eligible for an exemption from registration as a CPO and all requirements of that exemption would be satisfied or (c) if the Issuer would be considered a commodity pool, the Collateral Manager would be the CPO and the Collateral Manager, at all material times, would be a registered CPO as required under the Commodity Exchange Act. Accordingly, there may be circumstances where it would otherwise be in the Issuer's interest to enter into a Hedge Agreement to hedge or mitigate certain economic risks, but it will not be able to do so, which could reduce amounts available to make payments on the Notes. The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties' investments in the trust fund as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in Notes for financial reporting purposes. Impact of the Volcker Rule on the Liquidity of the Notes. Section 619 of EFTA01415520 Dodd-Frank Act added a provision, commonly referred to (together with the final regulations with respect thereto adopted on December 10, 2013) as the Volcker Rule to federal banking laws to generally prohibit various covered banking entities from engaging in proprietary trading or acquiring or retaining an ownership interest in, sponsoring or having certain relationships with a hedge fund or private equity fund (defined in final regulations adopted on December 10, 2013 as any entity relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act to be exempt from registration under the Investment Company Act), subject to certain exemptions. The Volcker Rule also provides for certain supervised nonbank financial companies that engage in such activities or have such interests or relationships to be subject to additional capital requirements, quantitative limits or other restrictions. The conformance period for the Volcker Rule (solely in relation to retaining ownership interests in, and/or sponsoring, a collaterized loan obligation vehicle that (i) was in place as of December 31, 2013 and (ii) would be a "covered fund" as defined under the Volcker Rule) will be extended to July 21, 2017. The Issuer intends and expects not to be a "covered fund" as defined under the Volcker Rule and will be prohibited from acquiring any Senior Secured Floating Rate Notes, Senior Secured Bonds, Senior Unsecured Bonds or Letters of Credit Reimbursement Obligations unless the Volcker Rule Condition has been satisfied. If, notwithstanding such intent and expectation, the Issuer is determined to be such a "covered fund", this would have a negative effect on the ability or desire of certain investors subject to the Volcker Rule to invest in or to continue to hold Notes. EU risk retention; decreased liquidity in respect of the Notes. Effective January 1, 2014, EU Regulation 575/2013 (the CRR) is expected to be implemented by national legislation or rulemaking in the other countries in the European Economic Area (EEA). CRR Articles 405-407 place certain conditions on investments in asset-backed securities by credit institutions and investment firms (together referred to as institutions) regulated in EEA countries and by affiliates of those institutions. CRR Article 405 requires such institutions not to invest in any securitization position (as defined in CRR) unless the sponsor, originator or original lender has disclosed to investors that it will retain a specified minimum net economic interest in the securitization transaction. Prior to investing in a securitization position, and on an ongoing basis thereafter, the regulated institution must also be able to demonstrate that it has a comprehensive and thorough understanding of the securitization transaction and its structural features by satisfying the due diligence requirements and ongoing monitoring obligations of CRR Article 406. Under CRR Article 407, an institution that fails to comply with the requirements of CRR Article 405 or 406 will be subject to an additional regulatory capital charge. Article 17 of AIFMD and Chapter III, Section 5 of the AIFM Regulation introduced risk retention and due diligence requirements (which took effect from July 22, 2013 in general) in respect of AIFMs that are required to become authorised under the AIFMD. While the requirements applicable to AIFMs under Chapter III, Section 5 of the AIFM Regulation are similar to those which apply to credit institutions and investment firms under CRR Articles 405-406, they are not identical and, in particular, additional due diligence obligations apply to AIFMs. EFTA01415521 Requirements similar to those set out in CRR Articles 405-406, AIFMD Article 17 and Chapter III, Section 5 of the AIFM Regulation are expected to be implemented for other types of EU-regulated investors (such as insurance and reinsurance undertakings and UCITS funds) in the future. When implemented, such requirements may apply to investments in securities already issued, including the Notes. No originator, sponsor or original lender (including Barclays) will retain or commit to retain a material net economic interest with respect to the Notes or the Collateral Obligations or to provide any additional information that may be required to enable a credit institution, investment firm, alternative investment manager, insurance or reinsurance undertaking or other investor to satisfy the due diligence and monitoring requirements of CRR Articles 404-410, AIFMD Article 17 and Chapter III, Section 5 of the AIFM Regulation or any corresponding rules applicable to investors subject to regulation or supervision in any EEA country or any other jurisdiction). Consequently, the Notes will generally not be suitable investments for EEA banks, investment firms, certain regulated investment funds and alternative investment funds, insurance companies and insurance companies, or certain of their affiliates. CRR Articles 404-410, AIFMD Article 17, Chapter III, Section 5 of the AIFM Regulation, corresponding rules for other investors and any other changes to the regulation or regulatory treatment of the Notes for some or all investors may negatively impact the regulatory position of affected investors and have an adverse impact on the value and liquidity of the Notes. No Government or Other Protection. This product is not protected by the Federal Deposit Insurance Corporation, Securities Investor Protection Corporation, or any other government or private protection scheme. Risk Factors Relating to the Portfolio Exposure to the Portfolio. On the issue date, the Issuer will purchase a portfolio of loans financed pursuant to a warehouse financing facility and will begin to acquire the remainder of the Portfolio. If between the issue date and the expected termination date, a default occurs with respect to a Collateral Obligation, the Issuer may suffer principal loss and/or be unable to make timely payments under the Notes. Portfolio Management. The Portfolio is managed by the Collateral Manager. Before investing, an investor should read the investment guidelines. The Collateral Manager's fees are paid from assets under management and will reduce the return on the investment. The Notes and the Portfolio Will Possess Inherent Risks. The Notes are structured finance obligations that are subject to risks inherent to the underlying Portfolio. The Portfolio will be predominantly comprised of high - yield corporate bank loans. These debt obligations will have greater risks associated with them than investment grade securities. These risks include, among other things, credit, liquidity, prepayment, structural, legal and interest rate risk, the financial condition of the underlying obligors, general economic conditions, market price volatility, the condition of certain financial markets, political events and developments or trends in EFTA01415522 any particular industry or geographical area. Further, because holders of Notes will only have certain rights derived from the Issuer, and no direct rights in respect of the Collateral Obligations, payments on the Notes will be subject to reductions, such as withholding or other taxes, applicable to the Issuer. In addition, the price of the Notes may be subject to certain market and liquidity risks for securities of its type at the time of sale. The underlying obligations and certain risks arising from their ownership by the Issuer and holders' investment in the Notes will be described in more detail in the Transaction documentation. Default and Yield Considerations. Subordinated obligations such as those included in the Portfolio typically bear the risk of loss or other shortfalls with respect to the underlying assets prior to any classes of securities which are senior to such obligations and as a consequence are extremely sensitive to the delinquency and loss performance of the underlying assets. Any such losses and other shortfalls with respect to the Collateral Obligations will be borne first by the holders of the Subordinated Notes and then by the holders of the Notes then outstanding in their reverse order of the seniority of such classes of Notes. Further, the rate at which principal payments will be received on the Notes will be dependent on the rate of payments on the underlying debt and may fluctuate significantly over time. Such fluctuations will affect the yield to the Issuer, as holder of such debt obligations which in turn may affect the Issuer's ability to make timely payments on the Notes. Due diligence on Collateral Obligations. Investors will not have the right to obtain from Barclays Bank PLC or any of its affiliates or any other Transaction party information about the Collateral Obligations, the underlying obligors in respect thereof or the Issuer. Consequently, investors shall be responsible for performing their own initial and ongoing due diligence and investigation of the Portfolio, the Collateral Obligations and the Issuer. Default Rates. Reliable sources of statistical information may not exist with respect to the default rates for the type of debt obligations represented by the Portfolio. Moreover, the available information may not be indicative of future performance. Should increases in default rates occur with respect to the types of debt obligations comprising the Portfolio, the actual default rates of the Collateral Obligations may exceed the hypothetical default rates used in the performance tables shown herein. Prospective investors in the Notes should consider and determine for themselves the likely level of defaults and the level and timing of recoveries on the Collateral Obligations during the term of the Transaction. Loan Participations. The Issuer will have the ability to purchase a limited amount of loan participations. In purchasing loan participations, the Issuer will usually have a contractual relationship only with the selling institution, and not the borrower. The Issuer generally will have no right directly to enforce compliance by the borrower. The insolvency of or other events pertaining to the selling institution may delay or reduce payments to the Issuer. The Issuer is thereby subject to the credit risk associated with EFTA01415523 not only the obligor on the loan but also the selling institution. Reinvestment Risk. There can be no assurance that, in the event collateral prepays or is sold, spreads prevailing at such time will be at the same levels as they were when that collateral was purchased. To the extent prepaid or sold collateral is reinvested into lower spread assets, the interest available to make payments on the Notes may be adversely affected. Since senior bank loans generally can be prepaid without penalty and are more likely to prepay than bonds, the impact of the foregoing risk factor may be heightened with respect to the collateral consisting of senior loans. Moreover the average anticipated maturity of senior loans to be acquired may be less than the reinvestment period. In the event that holders of the Notes are paid principal of their Notes earlier than expected, they may not be able to reinvest at the same level of return (or level of risk) that they anticipated on the Notes. Lender Liability and Equitable Subordination. Because of the nature of the Collateral Obligations, the Issuer may be subject to allegations of lender liability or claims for equitable subordination if it were determined that the Issuer (or the Collateral Manager on its behalf) violated a duty of good faith and fair dealing, otherwise engaged in fraud or inequitable conduct or committed certain other acts in connection with its dealings with the obligor of a Collateral Obligation. Any such claim would materially diminish the value of the applicable Collateral Obligation. Insolvency Considerations. Various laws enacted for the protection of creditors may apply to the Collateral Obligations. If an obligor of a Collateral Obligation were to become insolvent, one or more creditors of that obligor may claim that the incurrence of the Collateral Obligation was a fraudulent conveyance or a preference payment. In either case, if a court were to find in favour of such creditor, it could result in a voiding of the transaction or a material diminution in the value of the Collateral Obligation. Fraud. A concern in purchasing Collateral Obligations is the possibility of material misrepresentation or omission on the part of the borrower. Such inaccuracy or incompleteness may adversely affect the valuation of the Collateral Obligations, or may adversely affect the ability of the Issuer to perfect or effectuate a lien on the collateral securing the Collateral Obligations. The Issuer will rely upon the accuracy and completeness of representations made by borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. Under certain circumstances in connection with a bankruptcy proceeding involving the borrower, payments to the Issuer may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance or a preferential payment. Risk Factors Relating to the Notes Subordination. Each class of Notes, other than the Class A Notes will be subordinate to each other class of Notes as set forth in the Priority of Payments. In addition, each class of Notes will be subordinate to certain EFTA01415524 fees, expenses and indemnification obligations of the Issuer and Base Management Fees. No direct investment in underlying assets. An investment in the Notes is not the same as an investment in the underlying assets referenced by the Notes. The market value of the Notes may not reflect movements in the price of such underlying assets. Payments made under the Notes may differ from payments made under the underlying assets. An investor in the Notes has no ownership of or proprietary rights in the underlying assets referenced by the Notes. Redemption; Diversion of Cash. The Notes will be subject to redemption under certain circumstances described in the transaction documentation (including, upon the failure of certain financial coverage tests to be satisfied). Any such redemption may cause the economic return from an investment in the Notes to vary from the expected economic return. A majority of the Subordinated Notes may direct that the Notes be redeemed as described herein, and in determining to direct such redemption, any holder of Notes is under no obligation to consider an investor or any other party's interests. If the product is redeemed before its scheduled maturity date, an investor may receive back less than their original investment, or even zero; and investors will not receive any interest payments which would have been due if the product had redeemed at its scheduled maturity. In addition, the failure to satisfy certain financial coverage tests could result in an elimination, deferral or reduction in the payments to be made to holders of one or more classes of Notes, which could adversely impact the economic return realized by such holders. Average Life of the Notes. The average life of each class of Notes is expected to be shorter than the number of years until their stated maturity. Such average lives will be affected by numerous factors described in the transaction documentation. Limited-Recourse Obligations. The Notes will be limited-recourse obligations, payable solely from the Portfolio. No recourse may be had to any person or entity other than to the Issuer in respect of such collateral in respect of payments or distributions on the Notes. Volatility due to Leverage. Any investment in Subordinated Notes will represent a leveraged investment. Utilization of leverage is a speculative investment technique and involves certain risks to investors, particularly to investors that bear the first risk of loss. The use of leverage generally magnifies opportunities for gain and risk of loss. Potential for Interruption and Deferral of Cash Flow. If certain minimum collateral par value ratios or interest coverage ratios are not met (e.g., due to collateral defaults), then cash flow that otherwise would have been available to pay to holders of Subordinated Notes would instead be used to redeem the Notes until the ratios again exceed the minimum required levels or such Notes are paid in full. This could result in an elimination, deferral or reduction in the cashflow to the Notes, which may adversely EFTA01415525 Impact the pre-tax and after-tax returns. Ratings Not Necessarily Indicative of Asset Quality. The ratings assigned to the Notes or any Collateral Obligation by the rating agencies are not necessarily indicative of the quality of the Notes or such Collateral Obligation, as applicable. Credit ratings only represent the rating agencies' opinions of credit quality and are not a recommendation to buy, sell or hold assets. They do not purport to assess market, regulatory or other risks that are relevant to the assessment of the quality of an asset. Credit ratings may not accurately assess credit risk and may be reduced or withdrawn at any time. The rating agencies may modify their ratings criteria at any time and the ratings of the Notes or Disclaimers Projections, Forecasts and Estimates. Any projections, forecasts and estimates contained herein are forward-looking statements and are based upon certain assumptions that are disclosed herein. Projections are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. Accordingly, the projections are only an estimate. Actual results may vary from the projections, and the variations may be material. Certain hypothetical performance analyses are based on assumptions that may prove to be incorrect. Prospective investors should understand those assumptions and evaluate whether they are appropriate for their purposes. Certain analyses are based on mathematical models that use hypothetical inputs to calculate results. As with all models, results may vary significantly depending upon the values of the inputs used. Models used in any analysis may be proprietary, making the results difficult for any third party to reproduce. Moreover, hypothetical performance analyses will address only certain aspects of the characteristics of the securities and will not provide a complete assessment of the results that may follow from all possible contingencies (including default, interest rate and other scenarios and certain economic features of the securities, including call features and cash flow diversion events). Prospective investors should consider whether the behaviour of these securities should be tested based on assumptions different from those used to prepare these analyses. Other risks. This document does not disclose all possible risks of the product. Before investing, an investor must satisfy itself that it has sufficient information and understands the risks associated with the product to make an informed investment decision. If an investor is uncertain as to whether it has sufficient information, an investor should seek independent professional advice before investing. Third Party Data. The transaction hereunder is not sponsored, endorsed or promoted by any producer of third party data cited herein (the "Data Producers"). The Data Producers make no representation whatsoever, whether express or implied, with respect to the transaction contemplated herein, the performance thereof, and/or the creditworthiness of, or likelihood of the EFTA01415526 occurrence of a default with respect to, any entity contained in the Portfolio at any particular time on any particular date or otherwise. For important regional disclosures you must read, type the address into the address bar of your browser relevant to your region. Please contact your Barclays representative if you are unable to access. EMEA: http://group.barclays.com/disclosures/emea-disclosures APAC: http://group.barclays.com/disclosures/apac-disclosures U.S.: http://group.barclays.com/disclosures/us-disclosures any Collateral Obligation may be reduced or withdrawn as a consequence. In addition, the ratings of the Notes or any Collateral Obligation could be reduced or withdrawn at any time without a change in rating agency methodology as a result of changes in economic conditions, conditions in the loan markets or a variety of other factors. A reduction in the ratings of the Notes or a Collateral Obligation will have negative consequences to holders. A reduction of the ratings of a Note may, for regulated entities, cause adverse effects on the value of the Notes as a legal investment or the capital treatment of the Notes. Possible Withdrawal of Ratings upon Failure to Comply with Rule 17g-5 under the Exchange Act. On June 2, 2010, certain amendments to Rule 17g-5 under the Exchange Act promulgated by the SEC became effective. Amended Rule 17g-5 requires each rating agency providing a rating of a structured finance product such as this transaction paid for by the "arranger" (defined as the issuer, the underwriter or the sponsor) to obtain an undertaking from the arranger to (i) create a password protected website, (ii) post on that website all information provided to the rating agency in connection with the initial rating of the Notes and all information provided to the rating agency in connection with the surveillance of such rating, in each case, contemporaneous with the provision of such information to the applicable rating agency and (iii) provide access to such website to other rating agencies that have made certain certifications to the arranger regarding their use of the information. In this transaction, the "arranger" is the Issuer. If the arranger does not comply with its undertakings to any Rating Agency with respect to this transaction, such Rating Agency may withdraw its ratings of the Notes. The withdrawal of ratings by any Rating Agency may adversely affect the price, liquidity and transferability of the Notes and may adversely affect any beneficial owner that relies on ratings of securities for regulatory or other compliance purposes. Under Rule 17g-5, rating agencies other than Moody's and S&P that provide the requisite certifications described above may issue unsolicited ratings of the Notes which may be lower and, in some cases, significantly lower than the ratings provided by Moody's and S&P. The unsolicited ratings may be issued prior to, on or after the Closing Date and are not reflected herein. Issuance of any unsolicited rating will not affect the issuance of the Notes. Such unsolicited ratings could have a material adverse effect on the liquidity of the Notes and, for regulated entities, could adversely affect the value of the Notes as a legal investment or the capital treatment of the Notes. The Securities and Exchange Commission may determine that one or both of Moody's and S&P no longer qualifies as an NRSRO for purposes of the federal EFTA01415527 securities laws and that determination may also have an adverse effect on the market prices of the Notes. Investment Company Act. The Issuer does not intend to register as an investment company under the U.S. Investment Company Act of 1940, as amended, in reliance on the exception provided in Section 3(c)(7) of said act. If the SEC or a court of competent jurisdiction were to determine that the Issuer is required to so register, the Issuer could be subject to an enforcement action, the assessment of damages and other negative consequences and an Event of Default will occur under the Offering Circular. Tax Considerations. Special tax considerations may apply to certain types of taxpayers and prospective investors should consider the potential impact that proposed tax legislation (the Foreign Account Tax Compliance Act ("FATCA") provisions of the Hiring Incentives to Restore Employment ("HIRE") Act) could have on the Issuer and an investment in the Notes. In particular, legislation recently proposed in the United States Congress introduces a complex set of new reporting and withholding rules that could affect the reporting obligations of the Issuer and potentially cause the Issuer to be subject to a non-refundable 30% withholding tax on US source fixed or determinable annual or periodic ("FDAP") income. Prospective investors are urged to consult with their own tax advisors to determine any tax implications of this investment. ERISA. The Notes are subject to certain restrictions on their acquisition, holding and disposition for the purposes of Title I of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the United States Internal Revenue Code of 1986, as amended (the "Code") and other federal, state, local or non- U.S. laws substantially similar to those provisions. Investment in ERISA restricted Notes by employee benefit plans, subject to ERISA or Section 4975 of the Code, and by entities holding assets of such plans will be limited to less than 25% of such Note. Each purchaser and each subsequent transferee of the ERISA restricted Notes will be required to make certain representations as to whether it is such employee benefit plan or entity and transfers of such Notes will be subject to the foregoing limitation. Purchasers and subsequent transferees of all of the Notes will be required to represent that their acquisition, holding and disposition of the Notes will not constitute or result in a non-exempt prohibited transaction under ERISA, Section 4975 of the Code, or any similar law. Risk Factors The following is not an exhaustive list of all the risks associated with an investment in the transaction. Investors should carefully review the final transaction documentation relating to the Notes, including the description of risk factors contained therein, prior to making a decision to invest in the Notes. The information set forth in this term sheet will be superseded in its entirety by any subsequent versions of this information and by the final Offering Circular relating to the Notes. This summary does not take into account an investor's particular situation, liquidity needs, tax status, existing holdings or leverage, all of which should be considered in making an investment decision. EFTA01415528 General Risk Factors General Economic Conditions. Significant risks may exist for the Issuer and investors in the Notes as a result of uncertain general economic conditions. These risks include, among others, (i) the possibility that, on or after the Closing Date, the prices at which Collateral Obligations can be sold by the Issuer will have deteriorated from their effective purchase price, (ii) the illiquidity of the Notes, as there may be no secondary trading in the Notes and (iii) the possibility of a decline in the market value of the Notes. These risks may affect the returns on the Notes to investors and the ability of investors to realize their investment in the Notes prior to the Stated Maturity, if at all. In addition, the primary market for a number of financial products including leveraged loans may be volatile, and the level of new issuances may be uncertain and may vary based on a number of factors, including general economic conditions. As well as reducing opportunities for the Issuer to purchase assets in the primary market, this may increase reinvestment or refinancing risk in respect of maturing Collateral Obligations. These additional risks may affect the returns on the Notes to investors and could further slow, delay or reverse an economic recovery and cause a further deterioration in loan performance generally. Limitations on the amount of available credit in the market may have an adverse impact on general economic conditions that affect the performance of the Assets. The slowdown in growth or commencement of a recession would be expected to have an adverse effect on the ability of businesses to repay or refinance their existing debt. Adverse macroeconomic conditions may adversely affect the rating, performance and the realization value of the Assets. It is possible that the Assets will experience higher default rates than anticipated and that performance will suffer. The market value and performance of the Collateral Obligations and the Notes may be adversely impacted by current and future economic conditions, including perceptions of potential, current or future conditions, market trading imbalances or technical dislocation. To the extent that economic and business conditions fail to improve or deteriorate further, the levels of defaults and delinquencies are likely to increase and market values may decrease or not fully recover, which may adversely affect the amount of Sale Proceeds that could be obtained upon the sale of the Collateral Obligations and could adversely impact the ability of the Issuer to make payments on the Notes. The bankruptcy or insolvency of a major financial institution may have an adverse effect on the Issuer, particularly if such financial institution is the administrative agent of a leveraged loan or is a selling institution with respect to a participation. In addition, the bankruptcy, insolvency or financial distress of one or more additional financial institutions, or one or more sovereigns, may trigger additional crises in the global credit markets and overall economy which could have a significant adverse effect on the Issuer, the Assets and the Notes. Limited Liquidity and Restrictions on Transfer. Barclays is under no obligation to create or maintain a secondary market in the Notes. There is currently no market for the Notes and it is unlikely that a secondary market for the Notes will develop. Additionally, the Notes will not be registered EFTA01415529 under any federal or state securities laws, and such Notes are being issued and sold in reliance upon exemptions from registration provided by such laws. The Notes will be subject to certain transfer restrictions and will only be transferable to certain permitted transferees to be identified in the Transaction documentation. Furthermore, the Issuer will restrict ownership of any interests in the Subordinated Notes so that no assets of the Issuer will be deemed to be "plan assets" subject to ERISA and/or Section 4975 of the Internal Revenue Code. An investor may not be able to find a buyer for the Notes or any other product should it wish to sell such product. If a buyer can be found, the price offered by that buyer may be lower than the price that an investor paid for the product or the amount an investor would otherwise receive on the maturity of the product. In addition, small holdings may not be transferable, and where a Note has a minimum specified denomination or settlement amount, an investor will not be able to transfer the Note unless it increases its holding to at least that minimum denomination or settlement amount. An investor in the Notes must be prepared to hold for an indefinite period of time or until maturity or redemption. Regulatory Changes. In response to the downturn in the credit markets and the global economic crisis, various agencies and regulatory bodies of the U.S. federal government have taken or are considering taking actions to address the financial crisis. These actions include, but are not limited to, the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd Frank Act"), which was signed into law on July 21, 2010, and which imposes a new regulatory framework over the U.S. financial services industry and the consumer credit markets in general, and proposed regulations by the SEC that, if enacted, would significantly alter the manner in which asset-backed securities, including securities similar to the Notes, are issued and structured and increase the reporting obligations of the issuers of such securities. On August 28, 2013, joint regulators in the United States re-proposed credit risk retention rules under Section 941 of Dodd-Frank. These re-proposed rules have not yet gone into effect and are subject to comment and further modification by the joint regulators. Given the broad scope and sweeping nature of the changes and the fact that final implementing rules and regulations have not yet been enacted, the potential impact of these actions on the Issuer, the Collateral Manager, any of the Notes, any owners of interests in the Notes or the CLO market generally is unknown, and no assurance can be made that the impact of such changes would not have a material adverse effect on the prospects of the Issuer or the value or marketability of the Notes. In particular, if existing transactions are not exempted from any such new rules or regulations, the costs of compliance with such rules and regulations could have a material adverse effect on the Issuer and the owners of Notes. In addition, the Dodd-Frank Act amended the Commodity Exchange Act to include "swaps" in the definition of "commodity interests" which, if traded by an entity may cause that entity to fall within the definition of a "commodity pool" under the Commodity Exchange Act and the Collateral Manager to fall within the definition of a "commodity pool operator". Based on recent CFTC interpretive guidance, the Issuer is not expected to be treated EFTA01415530 as a commodity pool. In the event that such guidance changes or the Issuer engages in one or more activities that might cause it to be treated as a commodity pool or the Collateral Manager to be treated as a CPO or "commodity trading adviser" (CTA), regulation of the Collateral Manager (or another transaction party) as a CPO and/or a CTA could cause the Collateral Manager to be subject to extensive registration and reporting requirements that would involve material costs to the Issuer. The scope of such requirements and related compliance costs are uncertain but could adversely affect the amount of funds available to make payments on the Notes. In addition, the operators of pooled investment vehicles that own Notes could also be subject to the jurisdiction of the CFTC and be required to register with the CFTC as CPOs if the Issuer is a commodity pool. As a result of these developments, the Issuer will not be permitted to enter into any Hedge Agreement unless either (a) entering into the Hedge Agreement would not cause the Issuer to be considered a "commodity pool" under the Commodity Exchange Act, (b) if the Issuer would be considered a commodity pool, the Collateral Manager would be the CPO, the Collateral Manager would be eligible for an exemption from registration as a CPO and all requirements of that exemption would be satisfied or (c) if the Issuer would be considered a commodity pool, the Collateral Manager would be the CPO and the Collateral Manager, at all material times, would be a registered CPO as required under the Commodity Exchange Act. Accordingly, there may be circumstances where it would otherwise be in the Issuer's interest to enter into a Hedge Agreement to hedge or mitigate certain economic risks, but it will not be able to do so, which could reduce amounts available to make payments on the Notes. The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties' investments in the trust fund as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in Notes for financial reporting purposes. Impact of the Volcker Rule on the Liquidity of the Notes. Section 619 of Dodd-Frank Act added a provision, commonly referred to (together with the final regulations with respect thereto adopted on December 10, 2013) as the Volcker Rule to federal banking laws to generally prohibit various covered banking entities from engaging in proprietary trading or acquiring or retaining an ownership interest in, sponsoring or having certain relationships with a hedge fund or private equity fund (defined in final regulations adopted on December 10, 2013 as any entity relying on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act to be exempt from registration under the Investment Company Act), subject to certain exemptions. The Volcker Rule also provides for certain supervised nonbank financial companies that engage in such activities or have such interests or relationships to be subject to additional capital requirements, quantitative limits or other restrictions. The conformance period for the Volcker Rule EFTA01415531 (solely in relation to retaining ownership interests in, and/or sponsoring, a collaterized loan obligation vehicle that (i) was in place as of December 31, 2813 and (ii) would be a "covered fund" as defined under the Volcker Rule) will be extended to July 21, 2017. The Issuer intends and expects not to be a "covered fund" as defined under the Volcker Rule and will be prohibited from acquiring any Senior Secured Floating Rate Notes, Senior Secured Bonds, Senior Unsecured Bonds or Letters of Credit Reimbursement Obligations unless the Volcker Rule Condition has been satisfied. If, notwithstanding such intent and expectation, the Issuer is determined to be such a "covered fund", this would have a negative effect on the ability or desire of certain investors subject to the Volcker Rule to invest in or to continue to hold Notes. EU risk retention; decreased liquidity in respect of the Notes. Effective January 1, 2014, EU Regulation 575/2013 (the CRR) is expected to be implemented by national legislation or rulemaking in the other countries in the European Economic Area (EEA). CRR Articles 405-407 place certain conditions on investments in asset-backed securities by credit institutions and investment firms (together referred to as institutions) regulated in EEA countries and by affiliates of those institutions. CRR Article 405 requires such institutions not to invest in any securitization position (as defined in CRR) unless the sponsor, originator or original lender has disclosed to investors that it will retain a specified minimum net economic interest in the securitization transaction. Prior to investing in a securitization posit