Strictly Confidential For Addressee Only

BORGOGIOIOSO SHOPPING GALLERY,

CARPI (MO)

Report and Valuation for

GOLDMAN SACHS INTERNATIONAL

Valuation Date

31 MARCH 2014

RIF: GOLDMANSACHS-MO-BORGOGIOIOSOSC-REPORT-140401-03-EP.DOCX

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TABLE OF CONTENTS

1. INSTRUCTIONS ...... 6 2. ASSUMPTIONS & SPECIAL ASSUMPTIONS ...... 7 3. DATE OF VALUATION ...... 7 4. INSPECTION ...... 7 5. INFORMATION SUPPLIED ...... 7 6. LOCATION ...... 8 7. CATCHMENT AREA ...... 9 8. DESCRIPTION ...... 11 9. GENERAL STATE OF REPAIR AND MAINTENANCE ...... 12 10. AREAS ...... 12 11. MERCHANDISING MIX ...... 12 12. SITE AND ENVIRONMENTAL CONSIDERATIONS ...... 14 13. TOWN PLANNING AND CADASTRAL USE ...... 14 14. COMMERCIAL REGULATIONS – TRADE LICENSES ...... 15 15. TENURE ...... 15 16. TENANCIES, EXPIRY PROFILE AND RENTAL INCOME ...... 15 17. CENTRE MANAGEMENT, SERVICE CHARGES AND MAINTENANCE COSTS ...... 19 18. PERFORMANCE ...... 21 19. RETAIL MARKET COMMENTARY ...... 24 20. COMPETITION ANALYSIS ...... 30 21. MARKET RENT ...... 32 22. VALUATION METHODOLOGY AND RATIONALE ...... 33 23. VALUATION CERTAINTY ...... 35 24. MARKET VALUE ...... 35 25. VALUATION CONSIDERATIONS AND FINAL COMMENTS ...... 36 26. CONFIDENTIALITY ...... 37 27. DISCLOSURE AND PUBLICATION ...... 38

ATTACHMENT I LOCATION MAPS ATTACHMENT II PHOTOGRAPHS ATTACHMENT III TENANCY SCHEDULE PROVIDED ATTACHMENT IV RENT ROLL ATTACHMENT V CALCULATIONS ATTACHMENT VI GENERAL VALUATION PRINCIPLES AND PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS ATTACHMENT VII INSTRUCTION AND CONFIRMATION LETTER ATTACHMENT VIII TEMPLATE RELIANCE LETTER

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EXECUTIVE SUMMARY

PROPERTY: BORGOGIOIOSO SHOPPING GALLERY, CARPI(MO)

VALUATION DATE: 31 March 2014.

PURPOSE OF This report has been prepared for financing purposes. VALUATION:

LOCATION: The Property is located in the municipality of Carpi, in the province of Modena, in the Emilia Romagna region. The Property is located along Via delle Industrie, about 3 km to the west of the town centre and circa 2 km from the “Carpi” exit of the motorway A22 Brennero-Modena. The Property benefits from a good road network, which guarantees shorter drive times from the surrounding municipalities. The area surrounding the Property is mainly occupied by undeveloped land and by light industrial facilities, part of the industrial district of Carpi.

BRIEF DESCRIPTION: Borgogioioso Shopping Centre has a total GLA (Gross Lettable Area) of 26,900 sqm and comprises an Ipercoop hypermarket of about 16,000 sqm, and a gallery with 27 retail units for a total GLA of 10,828 sqm. The object of this valuation is only the shopping gallery. The shopping centre opened to the public in September 2005. The scheme is developed on a single level and has 5 medium and large size units occupied by Obi, Comet, Scarpe & Scarpe, Game 7 and Champion. There are 2,500 covered and uncovered parking spaces serving the shopping centre, equating to a parking ratio estimated at approximately one parking space per 10.8 sqm GLA, which is good for this type of retail scheme by Italian standards.

CATCHMENT AREA: We consider that this centre has a catchment population of about 162,000 people. This is our estimate of the population within a drive time of 20 minutes from Borgogioioso Shopping Centre. The 10 minute isochrone includes approximately 65,360 inhabitants.

COMPETITION: In the immediate surroundings (0-20 min isochrones) there is no real competition. The nearest centres that can be considered as competitors are beyond the catchment area, in the north area of the city of Modena. The shopping centre that can be considered as the main competitor is the GrandEmilia SC, which is the largest centre of Modena.

TENURE: We have assumed the title is freehold.

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TENANCIES: The Property is almost fully let (except for one retail unit representing about 0.7% of the total GLA of the shopping gallery).

CAVEAT – SUMMARY This executive summary is subject to the facts, terms and conditions, IS PART OF REPORT: caveats, assumptions and special assumptions contained in the main report of which it forms a part. It should not be read in isolation from the remainder of the report.

THIRD PARTY The valuation has been carried out for Goldman Sachs International and no LIABILITY: responsibility is accepted to any other party in respect of its contents without prior written consent from Cushman & Wakefield LLP. Only (i) the addressee of the report and (ii) the parties who sign a reliance letter will be permitted to rely on the report. No other party shall be permitted to do so

NO STRUCTURAL We have not carried out a structural survey of the Property. SURVEY:

NO ENVIRONMENTAL We have not investigated ground conditions or the presence of SURVEY: contamination.

SITE INSPECTION: The Property was inspected on 31 March 2014.

ASSUMPTIONS: As contained in this report and our General Valuation Principles at Attachment VI.

SPECIAL None. ASSUMPTIONS:

MARKET RENT: €2,150,000 (Two million one hundred fifty thousand Euro) per year Our opinion of Market Rent is intended to be the headline rent and it is exclusive of service charge contributions. This excludes rent for temporary lettings (mal income).

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MARKET VALUE (NET €27,200,000 (Twenty seven million two hundred thousand Euro) OF ACQUISITION COSTS): As required. the above Market Value assumes the sale of a direct interest in the property. Accordingly we have made an allowance for the purchaser’s liability for transfer tax (assumed at 4%) following the Bersani Visco law in 2006. In addition we have assumed a buyer will make allowance for acquisition costs at 1.0% of Market Value.

In reality, as you are aware, normal Italian market practice is to transfer the ownership of retail centres by selling the SPV that owns the asset. For that reason investment yields are analyzed on the basis of the value allocated to the asset for the purpose of establishing the price for the shares. That asset value then becomes part of a wider transaction which typically has regard to other issues, such as any inherent liability for gains tax within the company, the nature of any representations and warranties, adjustments for cash or liabilities, obligations towards staff and so on.

The primary advantage of this method of transfer is that all the approvals, licenses, and contracts which benefit the owning SPV remain undisturbed. For this reason it has been the preferred and conventional basis for such disposals. An additional benefit is that the SPV transfer does not attract the transfer tax which would be applicable to an asset sale (at 4%).

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Strictly Confidential – For Addressee Only

Cushman & Wakefield LLP Via Filippo Turati 16/18 20121 Milano

Tel. +39 02 63799.1 Fax +39 02 63799.250 www.cushmanwakefield.com

TO: GOLDMAN SACHS INTERNATIONAL

ATTENTION: MS ANTONELLA BIFULCO, MR ALESSANDRO LUCA

BORROWER: BLACKSTONE

PROPERTY: BORGOGIOIOSO SHOPPING GALLERY, CARPI (MO), ITALY

REPORT DATE: 15 APRIL 2014

VALUATION DATE: 31 MARCH 2014

1. INSTRUCTIONS

1.1 THE PROPERTY In this report we shall refer to “the Property” as the Borgogioioso Shopping Gallery. The Property has a total GLA of 10,828 sq m and accommodates 27 units, including a cash dispenser.

1.2 PURPOSE OF VALUATION We have been instructed to prepare this valuation for financing purposes.

1.3 COMPLIANCE WITH RICS “RED BOOK” The valuation has been prepared in accordance with the RICS Valuation – Professional Standards current at the date of the Letter (the “Red Book”) by valuers conforming to its requirements, acting as external valuer.

1.4 DISCLOSURE OF PRIOR INVOLVEMENT We confirm that we have no conflict of interest in carrying out this assignment.

1.5 BASIS OF VALUATION The valuation has been prepared on the basis of Market Value and adopts the following definitions contained in the Red Book:

MARKET VALUE “The estimated amount for which an asset or a liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion”.

Iscritta nel ruolo degli agenti d’affari in mediazione al N. 14936 del 8/5/2008 C.C.I.A.A. di Milano – Registro Imprese di Milano N. 06159600961 - R.E.A. N. 1873621. Sede legale e amministrativa: Via Filippo Turati 16/18, 20121 Milano - Codice Fiscale e Partita IVA N. 06159600961. Cushman & Wakefield LLP è una società personale a responsabilità limitata (Limited Liability Partnership) registrata in Inghilterra e Galles con il N. OC328588. Il termine partnership può essere riferito ad un membro di Cushman & Wakefield LLP o ad un impiegato o consulente con ruolo e qualifiche equivalenti. La lista dei membri di Cushman & Wakefield LLP è disponibile presso la sede di Londra, W1A 3BG, 43/45 Portman Square

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MARKET RENT “The estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing wherein the parties had acted knowledgeably, prudently and without compulsion”.

1.6 CONFIRMATION OF TERMS OF ENGAGEMENT A copy of our confirmation letter VAL/CLI/GoldmanSachs-Portfolio-ConfLett-140320-02-mcl dated 20 March 2014 is attached to this report.

1.7 THIRD PARTY LIABILITY The valuation has been carried out for Goldman Sachs International and no responsibility is accepted to any other party in respect of its contents without prior written consent from Cushman & Wakefield LLP. Only (i) the addressee of the report and (ii) the parties who sign a reliance letter will be permitted to rely on the report. No other party shall be permitted to do so.

1.8 VALUERS This valuation has been undertaken by Elena Prapas MRICS and reviewed by Mariacristina Laria MRICS and Joachim Sandberg FRICS.

1.9 GENERAL COMMENT You will appreciate that a valuation is a prediction of price, and not a guarantee. By necessity it requires the valuer to make subjective judgments that, even if logical and appropriate, may differ from those made by a particular purchaser, or by another valuer. Historically it has been considered that valuers may quite properly conclude within a range of possible values.

Property values can change substantially, sometimes even over short periods, and so our opinion of value could differ if the date of valuation was to change. If you wish to rely on our valuation as being valid on any other date you should therefore consult us first.

You should not rely on this report unless any reference to tenure, tenancies and legal title has been verified as correct by your legal advisers.

2. ASSUMPTIONS & SPECIAL ASSUMPTIONS This valuation report and its contents are subject to the General Assumptions contained in our General Valuation Principles as listed under Attachment VI of this report.

This valuation is not subject to any Special Assumptions.

3. DATE OF VALUATION The date of valuation is 31 March 2014.

4. INSPECTION We inspected the Property on 31 March 2014.

5. INFORMATION SUPPLIED The following information has been supplied to us by Blackstone:

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 Tenancy Schedule updated as at March 2014 (Excel files ‘Vanguard Rent Roll_05042014.xls’), followed by e-mail updates.

 Copy of the standard lease contract and business lease (Pdf file “4.01.A Borgogioioso Locazione CBRE.pdf” and “4.01.B Borgogioioso Azienda CBRE.pdf”).

 Monthly turnover figures by tenant for 2010, 2011, 2012, 2013 and for the period January – February 2014 (Excel file “5.03.10.02 TurnoverSingle Tenants 2010-14 Borgo.xls”).

 Temporary lettings income generated in 2009, 2010, 2011 and 2012 and the first 9 months for 2013 (Excel files “5.03.07-TemporaryLeases_2009_2010.xls”, “5.03.08- TemporaryLeases_2011.xls”, “5.03.08.01-TemporaryLeases_2012.xls”, “5.03.08.02- TemporaryLeases_2013.xls”)

 Data on non recoverable costs: IMU property tax, Insurance cost (Pdf files “ID197 - IMU Calculation year 2013.pdf” and “2013_Degi Carpi_Insurance Certificate.pdf”)

 Footfall figures for June 2011, 2012, 2013 and first two months of 2014 (Excel file “5.03.16 Centre Visitors 2011-2014 Borgo.xls”).

 2012 and 2013 budget service charges (Pdf files ‘4.12.03 BudgetRecoverable_Cons2012.pdf” “4.12.04 BudgetRecoverable_Prev2013.pdf” and the excel file “5.03.29 BORGOGIOIOSO_Cap Spese.xls”).

 Details on rental arrears (Excel file “4.14.06 Arrears 30_11_13.xls”).

 Legal Due Diligence (Pdf files ‘Project Vanguard_Legal Due Diligence Report (April 8 2014).pdf’, ‘Annex 3.3.1 Business Lease Agreements Shopping Mall Borgogioioso.pdf’ and ‘Annex 3.3.2 Property Lease Agreements Shopping Mall Borgogioioso.pdf’.

 Copy of the Technical Due Diligence drawn up by CBRE (Pdf file ‘CBRE - Borgogioioso_Red Flag rev 13 01. pdf’)

 2011, 2012 and 2013 occupancy rates (via email).

We have relied on this information as being correct and complete and on there being no undisclosed matters which would affect our valuation.

6. LOCATION The Property is located in the municipality of Carpi, in the province of Modena, in the Emilia Romagna region, in the north of Italy.

Carpi is a municipality of circa 67,000 habitants, located between the cities of Modena (about 20 km to the south) and Mantova (about 58 km to the north).

In detail, the scheme is located along Via delle Industrie, about 3 km to the west of the town centre and circa 2 km from the “Carpi” exit of the motorway A22 Brennero-Modena.

The Property benefits from a very good road network, thanks to the vicinity to the town of Carpi and to the motorway, which guarantees shorter drive times from the surrounding municipalities.

The shopping centre benefits from a good visibility from the Via delle Industrie.

The lot where the scheme is located is bordered by Via delle Industrie to the west and by undeveloped land to the other sides.

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The area surrounding the Property is mainly occupied by undeveloped land and by light industrial facilities, part of the industrial district of Carpi.

Location maps identifying the Property, along with an aerial view, are provided under Attachment I.

7. CATCHMENT AREA

7.1 DEMOGRAPHIC PROFILE A drive time based catchment area has been adopted for the purpose of this analysis. We have identified the catchment area on the basis of the standard maximum speed limits, with a reduced speed for local roads.

The following drive time bands (isochrones) have been examined:

- 00 - 10 minute-drive time band

- 10 - 20 minute-drive time band

The estimated catchment area (illustrated by Map 1 which follows) covers about 430 km2 and has a population density of 377 inhabitants per km2, above the Italian average (200 inhabitants per km2).

The table below summarizes the results of this study, indicating a resident population of almost 162,000 inhabitants within 20 minute drive time, with the town of Carpi accounting for 42% of the total catchment population, followed by Correggio (15%), Soliera (9%) and part of the city of Modena (7%).

Some 65,400 inhabitants live in the primary area, which is comprised almost entirely by the population of Carpi. This drive time band represents 40% of the whole catchment area population.

The secondary area comprises about 96,600 inhabitants. This area represents 60% of the total catchment population.

The following table summarises the isochrones analysed for the subject Property:

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ISOCHRONE DRIVETIME RESIDENT % ON TOTAL POPULATION DENSITY (MINUTES) POPULATION POPULATION (INHABITANTS/SQ KM) 0-10 65,359 40% 771 10-20 96,586 60% 280 TOTAL 161,945 100% 377 Source: Cushman & Wakefield on MB research data (2013)

7.2 CONSIDERATIONS Given its size and merchandising mix, we are of the opinion that the subject shopping centre may attract visitors from locations up to 20 minutes away, estimated in the order of 160,000 consumers. However, we would expect the most frequent visitors to come from the 0-10 minute drive-time area, corresponding to the above estimate of around 65,360 consumers.

Overall, the catchment area is well served thanks to the vicinity of the Property to the motorway A22 Brennero-Modena. The catchment area is characterised by short drive times and the subject shopping centre is easily accessible from all directions.

The location provides a catchment population appropriate for the size of the scheme.

Visits to the subject shopping centre may occur on a weekly or even more frequent basis, mainly by local consumers.

The centre does not have any real competitor in the primary area.

7.3 ECONOMIC PROFILE According to MB Research data, we report in the following table the purchasing power per capita within the catchment area is of €18,960 per year, which is 17% above the Italian average.

PURCHASING POWER PER CAPITA AREA PURCHASING INDEX NUMBER POWER PER CAPITA (ITALY=100) (€/YEAR) 0-10 19,229 118 10-20 18,778 116 GRAND TOTAL 18,960 117 ITALY 16,230 100 Source: Cushman & Wakefield on MB Research data (2013)

The unemployment rate of the Modena province is lower than the regional and national averages, as shown in the table below.

UNEMPLOYMENT RATE AREA UNEMPLOYMENT RATE (%) Modena Province 7.6% Region Emilia Romagna 8.5% ITALY 12.2% Source: ISTAT data (2013)

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8. DESCRIPTION The Property is a shopping gallery with 27 units and a total GLA (Gross Lettable Area) of 10,828 sq m. The shopping centre also includes an Ipercoop hypermarket with a gross lettable area of about 16,000 sq m (39 check counters), which is not part of the Property and is excluded from this valuation.

The shopping centre opened to the public in September 2005.

The scheme has a ‘pilotis’ structure and is developed on one aboveground level. It has a structure in precast reinforced concrete and the facades are in precast concrete panels, covered with red bricks.

The shopping centre has two entrances. One entrance is located in the south-west part of the gallery and connects directly to the external parching area; the connection is through two escalators, one stare and two lifts. The second entrance is located inside the scheme and connects directly to the covered parking facility; the connection is obtained through three escalators.

The internal layout of the shopping centre is quite simple and allows good internal circulation. The food anchor occupies the east portion of the building, while the retail gallery occupies the remaining area, developed partially along the front of the hypermarket and partially at both sides of the mall that connects the south-west entrance to the central part of the scheme. The food court, equipped with tables and chairs, occupies the south portion of the scheme, in particularly it is located in front of the OBI unit. The five large and medium size units are located at both ends of the gallery and in the central mall.

During our inspection for valuation purposes, we observed that the shopping centre appears to be in good conditions both externally and internally with average quality finishes, and a very good internal lighting.

There are approximately 2,500 covered and uncovered parking spaces serving the shopping centre, equating to an estimated parking ratio of approximately one parking space per 10.7 sq m GLA, which seems appropriate for this type of shopping centre and in line with Italian standards. Parking is free to all customers and no controls exist at entry and exit points.

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The shopping centre is allowed to open every Sunday.

A selection of internal and external photographs is appended to this report under Attachment II.

9. GENERAL STATE OF REPAIR AND MAINTENANCE Based on our visual inspection, it appeared that the Property was generally in a good state of repair.

According to the Legal and Technical Due Diligence provided to us, the Municipality of Carpi, after the earthquake of 2012, has changed the seismic regulation regarding the earthquake standards of the buildings. According to the appraisal of the “Studio Ingegneria Boni” dated 5/12/12, in order to have the Property in line with the earthquake standards, refurbishment works should be carried out, but currently neither a structural project nor a formal estimate of capex is available. The Due Diligence report mentions an informal estimate of these costs that may be around €400,000. The DD report recommends that a warranty is released by the seller in order to cover any potential liability. These works should be completed within 6 years from 10/12/12. We have been informed by the Center Manager that these costs will be totally reimbursed by the Emilia Romagna Region.

We have not carried out technical surveys of the Property and our valuation is on the basis that there are no latent defects, wants of repair or other matters which would materially affect our valuation.

Similarly we assume that no hazardous or suspect materials and techniques were used in the construction and that there are no problems related to any previous industrial activities conducted on the site or any adverse considerations relating to aspects such as the water table level, seismic risks or other ground conditions.

10. AREAS For the purposes of this valuation, we have relied on the data provided to us.

Based on this information, the Property has a total GLA of about 10,828 sq m. We report hereunder the breakdown of the Property’s GLA:

GROSS LETTABLE AREA (GLA) TYPE OF UNIT GLA NO. OF

(SQ M) UNITS

Small-sized Retail Units (GLA < 500 sq m) 1,752 12 Service Units 429 6 Bars & Restaurants 225 3 Medium-sized units (GLA between 500 sq m and 1,000 sq m) 829 1 Large-sized units (GLA > 1,000 sq m) 7,584 4 Cash Dispenser 9 1 TOTAL GLA 10,828 27 A breakdown of the above GLA by unit is provided in Attachment IV.

11. MERCHANDISING MIX For the units of the gallery, the merchandising mix can be viewed by reference to the totals for (i) GLA and (ii) Expected Headline Rent, as shown in the following charts.

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VACANT CASH DISPENSER 0.7% 0.1% BARS & RESTAURANTS SERVICES 2.1% 4.0%

DIY 25.7% SPORTS GOODS 18.5%

HEALTHCARE & BEAUTY 5.9%

GIFTS & JEWELLERY 1.1%

ELECTRICAL GOODS & TELECOM 21.2% FASHION, SHOES & ACCESSORIES 20.8%

MERCHANDISING MIX OF THE GALLERY (based on the GLA)

VACANT 1.7% CASH DISPENSER BARS & RESTAURANTS 0.4% 4.4% SERVICES 9.2% DIY 17.3%

SPORTS GOODS 9.4%

HEALTHCARE & BEAUTY 11.4% ELECTRICAL GOODS & TELECOM 16.6% GIFTS & JEWELLERY 3.5%

FASHION, SHOES & ACCESSORIES 26.1%

MERCHANDISING MIX OF THE GALLERY (based on Expected Headline Rent)

The key points regarding the merchandising mix are as follows:

Given its size and offer, Borgogioioso shopping center, may be considered as a neighborhood shopping centre, with a dominant role of the food anchor, representing about 60% of the total GLA.

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The Property has 5 medium-large sized units, of which two in the Sports Goods sector, one in the Fashion, Shoes & Accessories, one in the DIY and one in the Electrical Goods sector. Taken into account its size, the retail gallery has a high number of medium and large-sized units which, in total, represent 80% of the total GLA of the Property.

The predominant sectors, in terms of GLA and rent, are those in which the presence of medium- large sized units prevails: DIY (25.7% of the total GLA and 17.3% of the Headline Rent), Electrical Goods and Telecom (21.2% of the total GLA and 16.6% of the Headline Rent), Fashion, shoes and accessories (20.8% of the total GLA and 26.1% of the Headline Rent), and Sports Goods (18.5% of the total GLA and 9.4% of the Headline Rent).

The tenant profile of the gallery is fair. Most tenants are national and local operators, and 83% of the let GLA is occupied by units that have been directly opened and are directly managed by the mother companies of the relevant brands. Only 17% of the let GLA is managed under franchising agreements and is occupied by franchisees.

The merchandising mix is of medium-low quality and the electronic brand, Comet, is not particularly appealing.

As at the valuation date, the Property has only one vacant unit, representing about 0.7% of the total GLA.

12. SITE AND ENVIRONMENTAL CONSIDERATIONS Based on the Technical Due Diligence provided, no critical environmental issues have arisen in relation to the Property. However, we would bring to your attention that some minor issues (mainly related to water supply) have been identified and reported in the technical Due Diligence. In this regard, we would suggest further investigations with your consultants in order to have clarification.

We would also highlight that, on the basis of the Technical Due Diligence provided there are no issues related to ground conditions/stability or to the presence of pollution or contamination in the Property or any other land (including any ground water) and we have not been informed of any reason to suspect such contamination.

Our valuation is on the assumption that there are no such matters that would materially affect our revaluation.

13. TOWN PLANNING AND CADASTRAL USE Based on the Legal Due Diligence provided to us, we understand that the Shopping Centre Il Borgogioioso has been built in accordance to a detailed plan agreement (“Convenzione di piano particolareggiato”) (the “Convenzione”), entered into by and between the municipality of Carpi and SEC (now Degi Carpi) on 10/11/2003.

We assume the Property is not affected by proposals for road widening or compulsory purchase and that it has been erected in accordance to a valid planning permission.

According to the Legal Due Diligence, we understand that the Property is identified at the Building Registry (Catasto Fabbricati) of the municipality of Carpi as follows: Sheet 109, Maps 175, sub from 1to 4, from 6 to 1, from 17 to 24, 28, 36, 39, 40, 41, 42. In addition Degi Carpi is co-owner of the following parcels: sheet 109, map 175, sub 43, 32, 33, 34, 35 and sheet 109, map 190, 198, 199, 205, 207, 227.

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14. COMMERCIAL REGULATIONS – TRADE LICENSES According to the Legal Due Diligence provided to us, we understand that the trade authorization, no. 4475 was issued by the Municipality of Carpi on 4/12/2003. The DD report does not state the total authorized sales area, because the relative documents were not available in the data room.

On the basis of the information provided in the Legal DD report, the Property is composed of: 1) no. 5 medium sized shops; 2) no. 14 small sized shops; 3) no. 3 shops for the trade of food and beverage; 4) no. 5 stores to be used for services and 5) no. 5 areas to be used for the installation of stands (“chioschi”).

We have not been provided with any further information concerning the trade licenses situation. Our valuation is made on the assumption that the Landlord holds the required trade licenses.

15. TENURE According to the Legal Due Diligence provided to us, we understand that the Property is currently owned by Degi Carpi Srl. The right of ownership of Degi Carpi over the Property has been confirmed in the Notarial Report of Notary Busani of Milan, dated 4 February 2014.

We have not seen any title documents, but our valuation assumes the Property is effectively a freehold and free from any onerous restrictions, covenants or other encumbrances, save for those normally found in a condominium relationship.

We have assumed that the Property has a good and marketable title.

16. TENANCIES, EXPIRY PROFILE AND RENTAL INCOME For the purposes of this valuation, we have relied on the information provided as being correct and complete and on there being no undisclosed matters which would affect our valuation.

Please note that we have not reviewed the lease contracts but, accordingly with your instructions, we have utilized the tenancy schedule provided summarizing heads of terms.

16.1 LETTING STATUS As at the valuation date, the Property has one vacant unit, corresponding to approximately 0.7% of the total GLA.

According to the information provided, four tenants have renewed their contract, at a rent in line or slightly higher than the previous rent, with the only exception of unit 28 occupied by Primigi, whose new headline rent is 9.5% lower than the previous MGR. The new rent of Primigi is more sustainable considering the performance of the tenant which has been influenced by the general slowdown in consumers spending.

We report hereunder the details:

LEASE RENEWALS UNIT TENANT LEASE NEW PREVIOUS VAR. % EXPIRY DATE HEADLINE MGR (€/YR) RENT (€/YR)

4 Golden Point 31/03/2014 77,000 76,311 0.90% 23 Oltre 03/02/2014 50,640 50,640 0.00% 24 Tim 31/03/2014 42,861 42,395 1.10% 28 Primigi 30/12/2013 65,000 71,860 -9.55%

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The table below summarises the new leases of the centre:

NEW LEASE CONTRACTS UNIT NEW TENANT PREVIOUS LEASE START HEADLINE PREVIOUS TENANT DATE RENT MGR (€/YR) (€/YR) 19 Dental Pro Vacant 30/12/2013 45,000 n.a. 28/a E' Qui Dogana 31/03/2014 36,000 n.a.

Based on the information provided by the Borrower, we understand that the historical occupancy of the Property is the following:

HSTORICAL OCCUPANCY RATE

YEAR OCCUPANCY RATE 2013 (as at 31/12/2013) 99.21% 2012 (as at 31/12/2012) 96.80% 2011 (as at 31/12/2011) 99.26%

16.2 LEASE TERMS The occupation leases for the Property are modelled on two different types of contracts. These are Business Leases (Affitto di ramo di Azienda) and Property Leases (Contratto di locazione).

Business Lease contracts are the most common type of lease for retail schemes and typically run for a period of 5 or 7 years. The format can only be used when the landlord holds the retail trade licences. It gives the owner more control, enables him to participate in rental growth (potentially after 5 not 12 years) and avoids the compensation that has to be paid to the tenant at the end of a Property Lease when the landlord does not renew the lease. The vast majority of units at the Property are let under this lease format.

Property Leases follow a statutory framework and are typically for 6 + 6 years, the effect being that the tenant may stay for 12 years or break the lease mid-term. At the end of a PL the tenant will have the right to compensation that could be 18 months or 36 months of the prior rent. This model is mandatory for the units occupied by services (such as banks, travel agents and dry cleaners).

Of the 26 leases currently in place, 20 are business leases and 6 are property leases. The duration of the business lease contracts varies from unit to unit and ranges from 1 to 12 years. In particular, the majority of the business leases have 5-7 year duration. The duration for the property leases is of 6+6 years.

Most of the leases in place reserve rents which are the greater of (i) MGR or (ii) a specified percentage of the tenant’s reported turnover, net of VAT; these mainly vary between 2.5% and 8.0%.

The annual rent of business leases is indexed up to 100% of ISTAT every year. Property leases are indexed at 75% of ISTAT, except for one case (Unit 19) that is indexed at 100% of ISTAT, every year.

23 tenants have break options (For more details, please refer to paragraph 16.4). In 4 cases the MGR in the lease contract is subject to rental discounts in the initial years of the leases, in the form of stepped rents (For more details, please refer to paragraph 16.5).

The Rent Roll Schedule is appended to this report under Attachment IV.

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16.3 EXPIRY PROFILE The following chart reflects the termination dates assumed in our cash flow projection. As shown in the chart, leases corresponding to approximately 74% of the total GLA and 65% of the Headline rent are expected to expire in the next four years.

Please note, that in consideration of their performance, in a prudential approach, we have assumed that a number of tenants will terminate their relevant contracts at the first lease expiry.

With regard to the renewal probability in the centre, according to the information available to us, we can comment that, of the 6 recent leases (signed between the end of 2013 and the first months of 2014) 4 are renewals and 2 are new lettings. However, in a prudential approach, we have assumed that all the new leases at lease expiry will be new lettings at our estimate of market rent.

30,0%

25,0%

20,0%

15,0%

10,0%

5,0%

0,0% 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 % GLA % HEADLINE RENT

16.4 BREAK OPTIONS According to the information provided, 23 tenants have break options clauses.

In particular, the break options of the large and medium sized units are as follows:

BREAK OPTIONS - LARGE AND MEDIUM SIZED UNITS

UNIT TENANT BREAK OPTION NOTICE TYPE

6 Champion From 18/09/2007 6 months Rolling

7 Game 7 Athletics From 03/11/2012 8 months Rolling

12 Scarpe & Scarpe Up to 30/09/2013 6 months Rolling

13+14 Comet Up to 30/05/2012 n.a. Rolling

16-17 Obi From 29/11/2008 n.a. Rolling

The inclusion of break option in business lease contracts is a very common market practice in Italy, also for prime shopping centres. Given the short-term termination of the majority of the tenants benefiting from break options in this Centre, we have not adopted any anticipated break option in the valuation.

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16.5 STEPPED RENT PROVISIONS From the information provided, we understand that the following leases are subject to rental discounts in the initial years of the leases, in the form of stepped rents:

STEPPED-RENT PROVISIONS LEASE START CURRENT HEADLINE UNIT TENANT GLA DATE MGR RENT (SQ M) (€/YEAR) (€/YEAR) 4 Golden Point 125 31/03/2014 70,000 77,000 19 Dental Pro 266 30/12/2013 35,000 45,000 28 Primigi 149 30/12/2013 55,000 65,000 28/A E' Qui 85 31/03/2014 30,000 36,000

For a number of lease contracts ISTAT indexation is not applied from the second lease year but at the end of the reduced-rent periods.

16.6 RENTAL DISCOUNTS According to the information provided by the Borrower, we understand that no tenants were granted rental concessions for 2014.

16.7 RENTAL INCOME MINIMUM GUARANTEED RENT The gross Minimum Guaranteed Rent (MGR) provided amounts to €2,239,558 corresponding to an average of €208 per sq m of GLA per annum. This has been calculated based on the rents provided, including the stepped-rents agreed and ISTAT indexation. The amount includes the leases in place and the MGR agreed in the head of terms signed and the new lease contracts.

The gross Expected MGR in year 1 of our cash flow (1 April 2014 to 31 March 2015), which also includes the current vacancy, is equal to €2,294,461. The gross Expected Headline Rent, which takes into account the annual rent to be paid at the end of any rent-free or reduced-rent period and includes our estimated market rent for the units currently vacant, is equal to €2,312,708.

TURNOVER RENT According to the information provided to us, in the last two years none of the tenants paid a turnover rent.

TEMPORARY LETTINGS INCOME Based on the information provided, we understand that there are a number of temporary letting spaces within the mall.

The total amount of ‘precari’ or temporary income for the first nine months of 2013 is about €195,000 (net of VAT and net of the fee of the company responsible for the management of the centre).

In the last four years, the trend of temporary lettings income was the following.

TEMPORARY LETTINGS INCOME 2010 2011 2012 Estimate 2013 Total amount 252,774 260,747 181,949 260,000

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TEMPORARY LETTINGS INCOME 2010 2011 2012 Estimate 2013 Y/Y Var % 3.15% -30.22% 42.90% 4-Y Var % 2.86%

17. CENTRE MANAGEMENT, SERVICE CHARGES AND MAINTENANCE COSTS

17.1 PROPERTY MANAGEMENT The Property Manager is CBRE and they have a resident centre manager.

17.2 SERVICE CHARGES We understand that the tenants pay a pro-rata of the costs incurred in the running of the shopping mall, such as: utilities, security, cleaning, management, ordinary maintenance and advertising.

These costs can amount to a significant proportion of the tenants’ total occupation cost, and typically might range between €70 and €120 per sq m of GLA depending on the size, age and nature of the shopping centre. Often the anchor tenants require a capping on the amount they would pay.

The estimated 2013 budget of the total annual Service Charges (including the advertising costs) for the shopping centre (including the hypermarket) amount to approximately €1,203,100. We understand that the amount of Service Charges to be paid by the hypermarket is equal to €514,955. Please note that the medium-large size units have a cap on their service charges and the small units pay service charges in the range of €75/sqm to €80/sqm. The amount charged to each tenant is indicated in the lease contracts.

The table below reports the Service Charges budget per cost item.

SERVICE CHARGES SERVICE CHARGES 2013 2012 VAR. % ITEMS BUDGET BUDGET (€/YR) (€/YR) Water 16,000 16,388 -2.37% Electricity 380,000 422,489 -10.06% Cleaning 125,000 182,245 -31.41% Green areas 65,000 87,822 -25.99% Maintenance 150,000 161,509 -7.13% Security 110,200 124,163 -11.25% Other expenses 50,000 53,365 -6.31% SUB-TOTAL SERVICE 896,200 1,047,981 -14% COSTS Marketing 220,000 247,189 -11% SUB-TOTAL 220,000 247,189 -11% MARKETING COSTS Management 86,900 84,808 +2.8% SUB-TOTAL 86,900 84,808 2% MANAGEMENT COSTS

GRAND TOTAL 1,203,100 1,379,978 -13%

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The total expense budgeted for 2013 is 13.0% lower compared to the 2012. The difference is mainly due to the lower service costs (-14%) and marketing cost (-11%). We haven’t received the final balance, that would be useful to verify whether this reduction on the service charges has been achieved or not.

COMMON SERVICE CHARGES BY UNIT % SERVICE 2013 SERVICE 2013 SERVICE CHARGES ON CHARGES CHARGES TOTAL UNIT GLA (SQM) (€/YR) (€/SQM/YR) AMOUNT CHAMPION 829 56.839 56 8,3% GAME 7 1,172 79.311 48 11,5% SCARPE & SCARPE 1,512 101.567 64 14,8% COMET 2,114 142.856 43 20,8% BRICO 2,786 112.663 27 16,4% SUB-TOTAL 8,413 493.236 71,68% All other units 2,415 194.909 81 28,3% TOTAL 10,828 688,145 64 100%

It is now quite common practice in Italian secondary shopping centres that the Landlord grants to the tenants of medium/large sized units caps on the service charges to be paid. The table below summarizes the large and medium sized units that have a cap on their service charges costs:

MEDIUM/LARGE SIZED UNITS SERVICE CHARGES TENANTS GLA SERVICE CHARGE SERVICE TENANT CHARGE LANDLORD SQM € €/SQM € CHAMPION 829 46,000 56 10,839 GAME 7 1,172 56,079 48 23,232 SCARPE & SCARPE 1,512 96,498 64 5,070 65COMET 2,114 90,191 43 52,655 BRICO 2,786 75,000 27 37,663 TOTAL 363,768 129,459

Based on the information provided, the hypermarket has a cap on its service charges as well. The amount of service charge paid by the hypermarket is equal to €460,000 and the difference between what should be paid and the amount currently paid is covered by the Landlord (€54,955).

The total amount of service charges borne by the Landlord, due to caps, is equal to €184,414.

17.3 EXTRAORDINARY MAINTENANCE Except for the refurbishment costs relative to the antiseismic standard, mentioned in para. 9.0 above, based on the information provided, we understand that no other extraordinary maintenance works are expected for the next three years.

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18. PERFORMANCE

18.1 FOOTFALL The shopping centre is equipped with a people counting system that tracks the number of visitors accessing the centre. We have been provided with the footfall information from June 2011 to February 2014.

According to the information provided to us, the shopping centre registered some 2,625,406 visitors in 2013, showing a 1.5% decrease compared to the previous year (2,666,113). During 2013, the centre showed a fluctuating trend in visitors, with January, March and May being the months registering the highest peaks compared to 2012 (+3.8%, +4.1% and +10.7%, respectively), and September, October and December being the months registering the highest drops compared to 2012 (-10%, -6% and -8.8% respectively).

During the first two months of 2014 (January and February), Borgogioioso had 411,001 visitors, registering a 2.4% decrease compared to the same period of the previous year.

FOOTFALL 2012 2013 2014 TOTAL 2.666.113 2.625.406 411.001 % var -1,5% YTD 421.118 411.001 % var -2,4%

18.2 TURNOVER AND EFFORT RATES According to the information provided by the Borrower, the total net turnover generated by the Property in the last 12 months (March 2013 – February 2014) amounted to €23,147,255, showing a 5.45% decrease with respect to the previous year. This amount includes the sales generated by all the tenants, including those which left the centre and those which did not operate during the entire year.

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As showed in the following table, since 2010 the centre has been registering a continuous decrease of the turnover. This negative trend has been registered also in other secondary small schemes characterised by a medium size catchment, which have suffered more from the general slowdown in consumers’ spending.

NET TURNOVER 2010 2011 2012 2013 2014 TOTAL 27,513,269 25,997,635 24,682,197 23,351,962 % var -5.51% -5.06% -5.39% FEB 1,620,150 1,444,199 % var -10.86% The table below provides a breakdown of the net turnover by sector, taking into account only those tenants operating during the entire 2012 and communicating their turnover data. The analysis has been carried out considering the information supplied by the Borrower. Please note that, in order to calculate the effort rates, we have considered the total turnover figures from March 2013 to February 2014, and the MGR provided for 2013.

MARCH 2013 – FEBRUARY 2014 - NET TURNOVER BY SECTOR MARCH 13- MARCH 13- SECTOR GLA FEBR 14 FEBR 14 % ON EFFORT TURNOVER TURNOVER TOTAL RATES SQ M €/YR €/SQM/YR BARS & RESTAURANTS 225 799,346 3,546 3.48% 12.42% ELECTRICAL GOODS & TELECOM 2.291 6,183,725 2,699 26.92% 6.19% FASHION, SHOES & ACCESSORIES 2,251 4,413,550 1,961 19.21% 13.75% GIFTS & JEWELLERY 117 911,715 7,779 3.97% 8.83% DIY 2,786 4,986,515 1,790 21.71% 8.00% HEALTHCARE & BEAUTY 373 1,436,489 3,855 6.25% 15.07% SPORTS GOODS 2,001 2,308,638 1,154 10.05% 9.45% SERVICES 344 1,931,530 5,623 8.41% 9.09% TOTAL 10,388 22,971,509 2,211 100.00% 9.48%

In the analysed period, only some 30% of the total turnover of Borgogioioso’s retail gallery was generated by Fashion, shoes and accessories and Sports Goods and almost 50% from Electrical goods and DIY merchandise sectors. As shown in the table above, in the March 2013 – February 2014 period, the retail gallery registered a total turnover of €22,971,509 (on homogeneous data), corresponding to €2,210 per sq m GLA, which is indicative of a low performance.

Excluding the medium and large-sized units (that is the units with a GLA over 500 sq m) the average effort rate is equal to 11.8%, which may be considered as a fair result.

We have calculated the effort rate for each individual retailer communicating the turnover data (thus excluding cash dispensers) and operating continuously during the period March 2013 – February 2014. The analysis does not include the medium and large-sized units, for which we have carried out a specific analysis, as better described below. The analysis has been carried out considering the information supplied by the Borrower. About 29% of the MGR relates to tenants with an effort rate below 10%. Some 55% of the MGR has an effort rate in the medium risk category (between 10% and 20%). 2 tenants (Unit 9-Vaccari Profumerie and Unit 2-Presto Clean) have effort rates higher than 20% and, therefore, they should be monitored.

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EFFORT RATES NO. OF % OF TOTAL UNITS MGR ER <5% (no risk) 1 3.2% 5%< ER <10% (low risk) 4 25.8% 10% 20% (high risk) 2 16.0% TOTAL 18 100.00%

Generally, for the medium and large-sized units the effort rates indicating a good performance are lower. These units, therefore, should be separated by the other units and they deserve specific analysis.

EFFORT RATE (MSU-LSU) TENANT GLA TURNOVER TURNOVER EFFORT MARCH 2013- MARCH 2013- RATE FEBRUARY 2014 FEBRUARY 2014 SQ M € € / SQ M % SCARPE & SCARPE 1,512 1,881,136 1,244 14.78% COMET 2,114 5,476,103 2,590 5.46% OBI 2,786 4,986,515 1,790 8.00% CHAMPION 829 889,451 1,073 9.16% GAME 7 ATHLETICS 1,172 1,419,188 1,211 9.63%

With reference to the large and medium sized units of the subject retail gallery, we would comment that Comet has a high effort rate (5.5%) for the relevant merchandise category. In fact, in the Electronics sector, the large sized units should have effort rates close to 3%. Scarpe & Scarpe also is not performing very well and it should be monitored; the effort rate of this unit should be below 10%.

18.3 ARREARS According to the information provided, the Property has a low amount of arrears and only three of tenants still operating in the centre have matured arrears equal to €34,246 by the end of November 2013. These arrears are relative to failure to pay the 3rd and 4th quarter rent of 2013, and only circa 14% of the total arrears are relative to arrears older than 90 days.

The table below shows the details (please, consider that the amounts include only rents):

ARREARS RELATED TO TENANTS STILL OPERATING IN THE CENTRE TENANT ARREARS ARREARS TOTAL OLDER THAN OLDER ARREARS 30 DAYS THAN 90 DAYS € € € Presto Clean 11,042 11,042 Mastro P. 11,129 11,129

Panchos/Kebab King 7,424 4,651 12,075 TOTAL ARREARS 29,595 4,651 34,246

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The overall situation of the arrears in the Property is broadly in line with market average for centres of this type and age and the current delinquency does not pose any particular commercial risk.

19. RETAIL MARKET COMMENTARY

19.1 RENTAL LEVELS The euro-area sovereign debt crisis has had a strong impact on the Italian market, with consumer confidence worsening nationwide, family spending cautious and weak consumption. This resulted into a sharp drop in sales, which remarkably affected the performances of the retail schemes and the trends of rental levels throughout the whole country. Nevertheless, it should be noted that trends registered in 2013 vary greatly depending on the quality of the schemes and on their catchment. Prime shopping centres with proven track records, good catchment areas and sustainable turnovers, have suffered from less pressure than secondary shopping centres, and have continued to show rental increases on new lettings, further supported by the limited offer of good quality schemes characterising the Italian market.

The situation is quite different for secondary poorly-performing schemes. Such schemes have felt more the general slowdown in consumer spending and their rental levels have been subject to a strong downward pressure, supported by an increase in rental concessions both for new leases and re-negotiations, with the most common form of discount being stepped-rents. In addition to this, the concession of early break options has also become a common practice.

The general trend reported in 2013 has characterised also the first quarter of 2014, with rent reviews applied both for existing shopping centres and pipeline schemes.

However, in general, in the first quarter of 2014 rental levels in established prime shopping centres have remained fairly stable at €850/sq m for units up to 250 sq m, and up to €1,300/sq m for the smaller units.

The following chart shows the trend of prime rents since 2007:

SHOPPING CENTRES - TREND OF PRIME RENTS 2007-2014 (*) €/sqm/year

900

850

800

750

700 2007 2008 2009 2010 2011 2012 2013 Q1 2014

Shopping Centres (*) Units with GLA up to 250 sq m

The table above represents the top and not necessarily the generality of the market. Therefore, rather than the comparison with the above benchmark of prime shopping centres, most important is the analysis of the specific affordability of the passing rents in the Centre. We have thoroughly analysed this aspect in paragraph 18.2. The headline rent of this Centre is slightly over the Market Rent presumable in a centre having this location, size, merchandising, catchment and competition.

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19.2 INVESTMENT FOCUS Despite ongoing political turmoil, the trend in underlying data is improved and sentiment indicators for consumers and businesses have brightened. The short term outlook is still relatively weak, with businesses cautions and high unemployment, declining real wages and fiscal austerity depressing household and corporate spending. Improving global confidence should however be a tonic for exports and this may be the key driver for Italy to leave recession. A pick up in business investment is forecast for 2014 as improved conditions lead to further gains in confidence.

The Italian real estate investment market is at a turning point. After having been increasingly scarce and expensive, starting from the second half of 2013 finance has becoming more available. The pool of active and new investors is growing and a two tier market exists: (i) well located, trophy assets still attract core funds; (ii) good quality assets which have been repriced attract opportunistic players. Domestic players will remain focused on core assets (mainly office and high street investments) in established locations with good lease contracts in place. International investors will remain attracted by the larger lot size, value add / opportunistic assets which have been repriced.

In terms of investments, an upturn in volumes has been registered in retail investment transactions starting from the second half of 2013, after a challenging 2012 and first half of 2013, with no significant shopping centres transacted, lack of financing and perceived country risk.. In the second half of 2013, in fact, the Italian real estate market has been marked by a shift in investor sentiment, with many international investors, who have been absent from the Italian retail arena since the beginning of the economic recession, turning their interest to the country and becoming active players.

During the year retail investment volumes equal to circa €1.1 billion have been registered (excluding the Fondo Boccaccio shares transaction and the Auchan portfolio acquired by Morgan Stanley), against the €359 million recorded in 2012, corresponding to a +206% increase in volumes. Of the transacted amount, about €890 million are related to shopping centres, retail parks and FOCs. In this regard, the role played by opportunistic investors has been fundamental, though a few deals also suggest some investors’ will of having a longer-term involvement in Italy.

In 2013, nine deals concerned shopping centres and retail parks. The sale of Market Central Da Vinci Retail Park, Valecenter, Airone and Limbiate Shopping Centres (for a total volume of €415 million, better detailed in the table below) represents the first stage of increased activity.

With regard to the high street market, it has proved resilient, as demonstrated by several transactions occurred over the year, such as the acquisition of the Benetton Building located in Rome, Via del Corso, for €180 million. Prime high street locations remain the focus of private investors and owner occupiers.

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ITALY SINGLE ASSET RETAIL TRANSACTIONS(1) 2003 - 2013

2500 46 50 41

40 2000 32 30

2.100 27 30 23 2.300 24 1500 21 19 17

1.800 20 10

1000 1.380 1.310 10 980 1.140 1.050 900

500 780 0 360 0 -10 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013

Retail Single Asset No. of Transactions

Excluding Auchan portfolio acquired by Morgan Stanley Source: Cushman&Wakefield

Source: Cushman&Wakefield

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The following table summarises the main retail transactions registered in 2013.

MAIN 2013 RETAIL INVESTMENT DEALS SCHEME LOCATION BUYER TOTAL PRICE GROSS GLA (SQM) (€ MLN) YIELD H&M + Vodafone (High Milan Beni Stabili 1,900 67.6 n.a. street) Gestioni SGR Ortona Centre SC Ortona (Chieti) Finiper 11,759 18.8 n.a. (hypermarket only) Mongolfiera SC (retail Molfetta (Bari) Blokker Holdings 38,000 68 n.a. gallery only) (*) NV (Private) Auchan Bergamo (retail Bergamo Foncière LFPI 2,000 7,85 ~7.90% gallery only) Italia Virgin Active Milan Goldwinds Asset 5,800 15 n.a. Management Metro Cash&Carry La Spezia Foncière LFPI 4,616 8,18 ~7.80% Italia Il Parco Shopping Centre Camposampiero Lombardini 23,600 29 n.a. (Padua) Group Market Central Da Vinci Fiumicino (Rome) GWM Group 56,600 130 n.a. RP Franciacorta FOC Brescia Blackstone 32,600 126 ~10%

Via XX Settembre 35 Genova Confidential 1,300 13 n.a. Amex Building Rome Confidential 1,100 ~40 n.a.

Via del Corso (Benetton Rome H&M 6,000 180 n.a. Building) Via Montenapoleone 9 Milan Swatch n.a. 40 n.a.

Ipercity and Le Brentelle Padova Allianz 47,100 n.a. n.a. SC (part of SES Portfolio) Meraville RP Bologna Orion 35,500 80 n.a.

Carrefour Palestrina (Rome) Local buyer 2,300 2.3 ~8.73%

Valecenter and Airone SC Marcon (Venice) Blackstone 60,000 144.5 n.a. and Monselice (Valecenter) (Padua) 16,000 (Airone) Carrefour di Limbiate SC Limbiate (Monza e ING Insurance 21,000 140 ~7.10% (retail gallery only) Brianza) (**)

The above information was gathered from both official and informal sources. (*) 50% stake (**) Net

In addition to the deals indicated above, it must be underlined the acquisition, by a fund managed by Morgan Stanley SGR, of a portfolio comprising 13 shopping centre and 2 retail parks, for a total GLA of more than 200,000 sq m. The assets, sold by Gallerie Commerciali Italia (Auchan Group), have been bought for a total value of about €635 million. Morgan Stanley owns the majority stake in the fund owning the centres, while Immochan (the company controlled by Auchan) will maintain a minority stake in the fund and will provide property and leasing management services for the assets.

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Positive signals, further hinting at Italy being on the way to recovery, have been registered also during the first quarter of 2014, with the following retail deals closed:

MAIN 2014 RETAIL INVESTMENT DEALS SCHEME LOCATION BUYER TOTAL PRICE GROSS GLA (SQM) (€ MLN) YIELD Fonti del Corallo SC (*) Livorno BNP Reim SGR 7,300 47 ~7.00%

Terminal Nord RP Udine Europa Risorse SGR 32,300 n.a. n.a.

Carrefour Market Via Monti n.a. 1,800 5,4 ~6.08% (supermarket) (Milan) Carrefour Market Viale Fulvio n.a. 3,500 4,9 ~6.94% (hypermarket) Testi – Cinisello (Milan) Le Mura SC (retail gallery Ferrara Serenissima SGR 12,000 38 n.a. only) Coin portfolio (3 assets) Milan Sorgente SGR n.a. 77 n.a.

Vialarga SC (retail gallery Bologna Nordiconad Soc. 7,400 32,1 n.a. only) Coop.

(*) Master Lease

The following chart shows the trend registered by prime shopping centres yields since 2007. As a general trend, yields decreased steadily for several years up until 2007, when prime gross yields for prime shopping centres reached record-low levels, around 5.00%, reflecting the increasing interest for retail properties on the part of investors. When the global economic crisis hit, ignited by the credit crunch, yields started to rise again. A general stabilization has been registered in 2010 and 2011. A new increase in yields was registered starting from 2012, mainly reflecting the instability that has been affecting the Italian economic and political situation.

SHOPPING CENTRES - PRIME GROSS YIELDS 2007-2013

9,00%

8,00%

7,00%

6,00%

5,00%

4,00% 2007 2008 2009 2010 2011 2012 2013

Shopping Centres

Low liquidity translated into a softening of prime yields in the retail warehouse and shopping centre sub-sectors. On an annual basis retail warehouse figures, in 2013, softened by 75-175 basis points, while shopping centres’ yields grew by 75-100 basis points, with the sharpest of these upward

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corrections occurring across Southern Italy, where a further future softening is still possible. Following the 2013 increased investment activity, market sentiment would suggest yields are likely to remain stable in the first half of 2014. The renewed interest of international investors in the Italian property market, and the growing investment volumes, seem to suggest that Italy is slowly entering a new market phase.

The following table summarizes the main retail transactions closed in the last seven years (2006 – 2012).

2006 – 2012 MAIN RETAIL INVESTMENT DEALS YEAR SCHEME LOCATION BUYER TOTAL GLA PRICE PRICE GROSS (SQM) (€ MLN) (€/SQM) YIELD 2012 Retail Galleries Gallarate (Varese) Carrefour 5,000 13 2,600 ~9.00% Gallarate and San and San Giuliano Property Italia Giuliano Milanese Milanese (Milan) 2011 Megalò SC Pescara (Abruzzo) ECE 48,500 140 2,900 ~7.25%

2011 Mongolfiera SC Molfetta (Bari) Orion 35,000 65 1,900 ~7.25% 2011 Fidenza RP Fidenza (Parma) Cordea Savills 26,000 40 1,500 ~7.50% 2011 Punta di Ferro SC Forlì COOP+Unipol 12,600 92 7,300 ~6.26% (retail gallery only) 2011 Casal Bertone SC Rome Union Investment 9,800 48 4,900 ~5.75% (retail gallery only) RE GmbH (**) 2010 Le Vele SC + Cagliari Corio 31,900 103.3 3,200 ~7.00% Millennium EC 2010 Mongolfiera SC Surbo (Lecce) Schroders 11,300 49 4,300 ~7.50% (retail gallery only) (Net 2010 Porta di Roma SC Rome Allianz + Corio 100,000 440 4,400 ~6.4%) Antegnate Axa Investment 2009 Antegnate SC 36,500 160 4,400 ~6.15% (Bergamo) Management 2009 Auchan SC (**) Monza Union Investment 28,000 141 5,000 ~6.00% Barberino Designer Henderson 2009 Firenze 21,000 125 6,000 ~6.50% Outlet Global Investors 2009 Vittuone SC Milan Klepierre 32,500 44.2 1,400 ~6.50% I Portali SC (retail 2009 Modena Eurocommercial 7,800 39 5,000 ~6.50% gallery only) 2008 Terminal Nord RP Udine British Land 33,000 100 3,000 ~5.70% Castelguelfo FOC – 2008 Bologna Neinver 13,000 53.1 4,100 ~6.60% Phase I 2008 La Fabbrica SC La Spezia Pradera 11,700 48.5 4,100 ~6.00% Leone di Lonato + 2008 Variuos locations Klepierre 46,200 129.5 2,800 ~6.50% Corti Venete SC Henderson 2008 Navile RP Bologna 11,000 45 4,100 ~6.50% Global Investors 2007 Città Fiera SC Udine Corio 27,400 87 3,200 ~6.05% Le Colonne SC 2007 Brindisi DEGI 12,000 70.4 5,900 ~5.35% (retail gallery only)

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2006 – 2012 MAIN RETAIL INVESTMENT DEALS Serravalle RP (Phase Serravalle 2007 Henderson 16,200 37 2,300 ~5.80% A) (Alessandria) ING Real Estate 2007 Fiumara Sc Genova 24,900 249 10,000 ~5.00% (today CBREGI) ING Real Estate 2007 I Petali sc Reggio Emilia 28,500 95 3,300 n.a. (today CBREGI) 2007 Le Masserie sc Ragusa TMW Pramerica 23,700 59.7 2,500 ~6.50% Credit Suisse 2007 Porto degli Ulivi sc Rizziconi Asset 13,000 53 4,100 ~6.50% Management 2007 Il Ducale sc Pavia IGD SIIQ SpA 16,000 40 2,500 ~5.80%

Carrefour Limbiate Limbiate (Monza ING Real Estate 2006 SC (retail gallery 21,000 130 (***) 6,200 ~5.50% e Brianza) (today CBREGI) only) Carrefour Siracusa ING Real Estate 2006 SC (retail gallery Siracusa 13,000 70 (***) 5,400 ~6.40% (today CBREGI) only) ING Real Estate 2006 8 Gallery SC Turin 21,500 92.1 4,300 ~6.00% (today CBREGI) Valdichiana Outlet Foiano della 2006 DEGI 17,500 86 5,000 ~6.40% Village FOC Chiana (Arezzo)

(*) Net (**) Master lease with Gallerie Commerciali Italia Spa (***) Package deal of Limbiate and Siracusa

We would like to underline that the amount of available data is limited, as only a few transactions occur in a year. Furthermore, the lack of transparency characterising the Italian market further reduces the amount of any comparable information available.

20. COMPETITION ANALYSIS

20.1 THE EXISTING COMPETITION For the purposes of this valuation, we have analysed the retail supply in the area in order to identify the main competing retail schemes of Borgogioioso Shopping Centre.

The catchment area of Borgogioioso is characterised by a quite poor retail offer. In the secondary isochrone (10-20 min drive time), there is a Conforama, which comprises a Despar supermarket, Emmezeta Moda and 10 smaller retail units, mainly run by local operators. The offer is poor and the shopping centre does not represent a threat for Borgogioioso. The nearest centres that can be considered as competitors are beyond the catchment area, in the north area of Modena. With these schemes there is an overlapping in the secondary isochrone (10-20 min).

We report hereunder a brief description of main scheme.

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1. GRANDEMILIA SHOPPING CENTRE CITY Modena PROVINCE Modena YEAR OF OPENING 1996 CAR PARKING SPACES (no.) 4,200 TOTAL GLA (sq m) 40,650 LEVELS 1 FOOD ANCHOR IPERCOOP NO. OF SHOPS 109 Media World (Electrical goods and telecom), Oviesse MAIN BRANDS (Fashion), Game 7 Athletics (Sporting Goods), La Feltrinelli Village (Books & Toys), Bata (Shoes)

GrandEmilia Shopping Centre, with approximately 40,650 sq m GLA, is the largest shopping centre in Modena. The scheme is located about 19 km south of Borgogioioso, close to the Tangenziale. Its food anchor is an Ipercoop hypermarket, and its offer is completed by a gallery that includes 5 medium-sized units and 109 shops. The retail offer is wide and of very good quality, and includes a number of national and international retailers. This centre’s attractiveness is strengthened by COMMENTS the presence of an OBI store (DIY) and of a Decathlon located in its vicinity. Considering its size, offer and merchandising mix, GrandEmilia may be considered as the main competitor for the subject scheme. Nevertheless, we are of the opinion that Borgogioioso satisfies the daily shopping needs of its customers and, therefore, it is likely that local residents occasionally visiting GrandEmilia, would normally shop at Borgogioioso.

The offer in the Modena area also includes the following retail schemes, which, however, due to their size and/or retail format and distance, have less impact on Borgogioioso catchment area: I Portali SC (Modena) and La Rotonda SC (Modena). I Portali SC is located circa 23 km to the south-west from the Borgogioioso SC. The scheme comprises an Ipercoop hypermarket and 49 retail units mainly run by national and international operators but with less appeal than those of the GrandEmilia SC. La Rotonda SC is located 24 km to the south west of the Property and cannot be

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considered a real competitor as the merchandising mix mainly includes local operators of low- medium level. The centre comprises a Conad – E.Leclerc hypermarket and 50 retail units.

The following Map highlights the location of the schemes described above.

20.2 THE PIPELINE At the date of valuation we are not aware of any retail project under construction within the catchment area.

21. MARKET RENT Our opinion of Market Rent (MR) reflects the existing tenancies and merchandising mix and is exclusive of service charges contributions.

We would like to underline that in our assessment of market rental values, we have carried out a unit-by-unit analysis and we have taken into account the performance registered by each tenants and the relevant effort rates. Moreover, we have also considered the rental values achieved by the most recent leases signed in the scheme.

Our opinion of Market Rent is intended to be the headline rent. This excludes rent for temporary lettings (mall income).

Subject to the contents of this Valuation Report, and based on values current as of 31 March 2014, it is our opinion that the annual Market Rent of the Property, may be fairly assessed at:

€2,150,000 (Two million one hundred fifty thousand Euro) per year

The composition of this total forms part of Attachment IV.

Considering only the currently let units, the annual gross Market Rent of the Property is equal to €2,103,256 (196€/sq m GLA). The Market Rent is about 7.5% lower than the Headline Rent (€2,272,558). Please, consider that the Headline Rent takes into account the annual rent to be paid

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at the end of any rent-free or reduced-rent period but excludes our estimated market rent for the unit currently vacant.

We would like to bring to your attention that rental values in retail schemes vary considerably, depending on the age of the scheme, its layout, its performance, and location. Moreover, rents also vary depending on the size of the unit, the length of the lease, and the negotiation power of the tenant.

22. VALUATION METHODOLOGY AND RATIONALE

22.1 METHODOLOGY The Property is multi-let with different types of contracts and with differing termination dates and MGR indexation regimes.

We have arrived at our valuation by using two complementary approaches, namely by reference to the initial yield profile, and by constructing a DCF over a 10 year holding period. We acknowledge that the DCF approach involves the selection of a large number of subjective inputs in addition to the estimates for Market Rent; these include the assumptions for rental growth, the exit rate and the discount rate. Our preference is to place higher importance to the initial yield selection, using the DCF analysis as support.

The main DCF inputs which we have adopted are summarised below.

22.2 INFLATION We have assumed a constant inflation rate of 2.0% p.a. (1.4% in 2014).

22.3 REVENUE

GROSS MINIMUM GUARANTEED RENT The gross Expected Minimum Guaranteed Rent in Year 1 of the cash flow (1 April 2014 to 31 March 2015) is €2,294,461. The amount takes into account the leases in place, the stepped rents agreed, and indexation. It also includes our estimate of market rent for the units whose leases will expire in the first year, where we have applied our estimated market rent for the period from the lease expiry until the end of the year. Finally, the amount also includes our estimate of market rent for the vacant unit, which we have considered to re-let by the end of June 2014.

TURNOVER RENT In our DCF, we have not taken into account the turnover rent, as per the information provided to us by the Borrower.

TEMPORARY LETTINGS INCOME We have also taken into account the temporary lettings income, as per the information provided to us by the Borrower. For 2013, we have estimated an amount equal to €250,000 as temporary lettings income (net of letting fees), in consideration of the previous years trend and of the first 9 months of 2013. In order to reflect the higher risk attributable to this income, we have weighted at 80% the above annual amount (equal to €200,000). We have assumed this amount will increase annually in line with inflation. This means that for the Year 1 of the cash flow (1 April 2014 to 31 March 2015) the amount taken into account is €201,000.

RENTAL INDEXATION We have assumed a CPI rate equal to our inflation rate, and adopted the rent indexation clauses as indicated in the lease contracts in place. For the units currently vacant, we have assumed indexation at 100% of the inflation rate.

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RENTAL GROWTH AND REVERSIONS We have calculated the reversionary income by reference to our estimates for current market rental values, increased by 2.0% p.a. for rental growth (1.4% in 2014). Therefore, in terms of real rental growth, we have assumed no growth above inflation over the period of the cash flow.

We have assumed that all units will revert to our estimate of market rent at the termination of the current lease, whether in the case of a lease renewal or re-letting

GENERAL VACANCY AND COLLECTION LOSS To deal with the risk of void periods at lease expiry, of rental arrears and of the rent-free and reduced-rent periods at lease renewals, and based on the arrears analysis reported in Paragraph 18.3, we have made an allowance, over the period of the cash flow, of 0.50% of total potential gross revenue for general vacancy and of 0.50% of total potential gross revenue for collection loss.

22.4 OPERATING EXPENSES The total operating expenses we have estimated represent on average approximately 17% of the total annual revenues. These costs include the following:

IMU PROPERTY TAX According to the data provided, we have considered an IMU Municipal Tax equal to €110,755 per annum.

INSURANCE According to the information provided, we have allowed costs for landlord’s insurance costs, equal to €28,121 per annum.

For the cash-flow projections, we have assumed to increase Property Tax/IMU and Insurance costs in line with inflation at 2.0% (1.4% in the first year of the cash flow).

PROPERTY MANAGEMENT FEES We have assumed a non recoverable property management and rent collection expense of 2.5% on the effective gross revenue.

SERVICE CHARGES NOT RECOVERABLE FROM THE ASSUMED VACANT UNITS They have been estimated at €75 per sq m of GLA per annum.

NON RECOVERABLE SERVICE CHARGES They are related to the service charges that are not recoverable from the units which by lease contract have a cap on the cost. These are equal to €184,414 in 2013. We have assumed to increase this amount annually in line with inflation.

LEASE REGISTRATION TAX We have assumed 0.50% of the annual minimum guaranteed rent of property lease contracts, in line with market norms.

CAPITAL RESERVES We have allowed an annual provision of 1.0% of the total annual market rent for capital reserves.

22.5 LEASING AND CAPITAL COSTS These costs include the following:

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LEASING COMMISSIONS We have allowed 10% on the market rent, to take into account the agency fees required to re-let the units at lease expiry. This takes into account both renewals and new lettings.

CAPITAL EXPENDITURES We have not taken into account any capital expenditure over the period of the cash flow.

ACQUISITION COSTS We have assumed a buyer will make allowance for acquisition costs at 5.00% of Market Value (Bersani transfer tax at 4.0% and legal, agency fees at 1.0%).

22.6 EXIT YIELD AND DISCOUNT RATE The terminal value is based on the forecast gross revenue in year 11 capitalised at a net exit yield of 7.25%. The result has then been reduced to reflect the selling costs (at 0.50%).

We have applied a discount rate of 8.25%, to reflect the specific features of the subject property and the market conditions as at the date of valuation.

This figure reflects our judgement for (i) the rate necessary to provide the investor with a risk free return and (ii) an appropriate risk premium. The product is measured against the rate applicable to a “prime” well performing, conventional centre with a proven track record.

22.7 RESULTING DISCOUNTED CASH FLOW This is provided under Attachment V of this report.

23. VALUATION CERTAINTY Where uncertainty could have a material effect on an opinion of value, the Red Book requires a valuer to draw attention to this, indicating the cause of the uncertainty and the degree to which this is reflected in the valuation reported.

While we have recorded a number of retail transactions during the latest 6 months, we do not have evidence of transactions of shopping centres similar to the Property in terms of location, letting status and size. While we have taken the benchmark provided by those transactions into account, we have to register that our opinion requires a greater degree of judgment than is usual in more active and stable market conditions.

24. MARKET VALUE Subject to the contents of this Report we consider that the Market Value of the Property (net of purchaser’s costs), as at the valuation date may fairly be estimated at:

€27,200,000 (Twenty seven million two hundred thousand Euro)

As required, the above Market Value assumes the sale of a direct interest in the property. Accordingly we have made an allowance for the purchaser’s liability for transfer tax (assumed at 4%) following the Bersani Visco law in 2006. In addition we have assumed a buyer will make allowance for acquisition costs at 1.0% of Market Value.

In reality, as you are aware, normal Italian market practice is to transfer the ownership of retail centres by selling the SPV that owns the asset. For that reason investment yields are analyzed on the basis of the value allocated to the asset for the purpose of establishing the price for the shares. That

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asset value then becomes part of a wider transaction which typically has regard to other issues, such as any inherent liability for gains tax within the company, the nature of any representations and warranties, adjustments for cash or liabilities, obligations towards staff and so on.

The primary advantage of this method of transfer is that all the approvals, licenses, and contracts which benefit the owning SPV remain undisturbed. For this reason it has been the preferred and conventional basis for such disposals. An additional benefit is that the SPV transfer does not attract the transfer tax which would be applicable to an asset sale (at 4%).

25. VALUATION CONSIDERATIONS AND FINAL COMMENTS Our conclusion for the valuation of this investment takes account of the following:

STRENGTHS

 The Property benefits from a good road network, thanks to the vicinity to the town of Carpi (about 3km to the east of the Property) and from the “Carpi” exit of the motorway A22 Brennero-Modena (about 2 km to the south –west of the Property), which guarantees shorter drive times from the surrounding municipalities.

 The location provides a fair catchment population (about 162,000 inhabitants in 0-20 minutedrive time), appropriate for the size of the Property. The region is wealthy overall, showing good level of purchasing power per capita, 17% higher than the national average.

 In the immediate surroundings there is no competition, and in the secondary isochrone (10-20 min isochrones), there is only a Conforama, which does not represent a real competitor as it has a very poor offer and is mainly run by local operators.

 The scheme is in a very good state of maintenance and repair.

 The shopping centre has a quite simple lay-out and overall allows good internal circulation. The centre does not have any ‘cold’ areas, suffering from poorer pedestrian flow or visibility.

 The scheme is served by 2,500 car parking spaces, providing a ratio of 1 space per 10.8 sq m GLA, which seems very good for this type of retail scheme.

 According to the latest letting situation, about 83% of the let GLA is occupied by units that have been directly opened and are directly managed by the mother companies of the relevant brands. Only 17% of the let GLA is managed under franchising agreements and is occupied by franchisees.

 As of the valuation date, the Property has only one vacant unit, representing about 0.7% of the total GLA.

 The service charges (including the marketing costs) per sq m GLA are in line with the level expected for a shopping centre of this size and quality.

 The level of the arrears of the current tenants is very low and does not represent an issue.

 The amount of temporary lettings income reached in the past years appears to be very good compared to what is normally expected for this type of retail scheme.

WEAKNESSESS

 The Property is located in an industrial area with no presence of other retail schemes that can contribute to make the location more attractive.

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 Immediately beyond the catchment area, in the northern part of Modena there are some centers that can be considered as competitors. The most significant and the nearest is the GrandEmilia SC, which is the largest shopping centre in Modena with a very wide and very good quality offer of brands.

 Taking into account the gallery size, it has a high number of medium and large sized units that in total represent about 80% of the total GLA.

 The tenant profile of the gallery is not particularly appealing. Most of the tenants are national and local operators, and the merchandising mix is of a medium quality. Also the electronic brand, Comet, is not a prime brand and is not particularly appealing.

 According to the latest letting situation, lease contracts corresponding to about 74% of the let GLA and 65% of the expected headline rents will expire over the next four years (2014 – 2017).

 The net turnover generated in the last 12 months (March 2013 – February 2014) has decreased by 5.45% with respect to the same period of the previous year. Also the average turnover registered by the Property (€2,210/sqm) is indicative of a quite poor performance, as it is lower than the turnover expected from a centre of this type.

 The average effort rate (rent-to-sales ratio) recorded by the centre in the last 12 months (March 2013 – February 2014) is equal to 9.48%. However, considering the high number of the medium and large size, if we exclude them from our analysis the average effort rate is close to 12%, which may be considered as a fair result.

 The effort rate of Comet and Scarpe & Scarpe are high for the relevant merchandise category, 5.5% and 15% respectively.

 The shopping gallery is over-rented, the total Market Rent of the Property is about 7.5% lower than the Expected Headline Rent (€2,312,708).

 None of the tenants pays a turnover rent.

OPPORTUNITIES

 There is the opportunity of taking advantage of the lease expiries to replace the tenants with the lowest performance and to introduce in the centre new and more appealing brands.

THREATS

 A non active management in the commercialization of the centre could worsen the tenant profile and the performance of the centre.

26. CONFIDENTIALITY Our valuation is confidential to you, for your sole use and for the specific purpose stated. We will not accept responsibility to any third party in respect of the whole or any part of its contents.

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ATTACHMENT I

LOCATION MAPS

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BORGOGIOIOSO SHOPPING GALLERY, CARPI (MODENA), ITALY General Location

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BORGOGIOIOSO SHOPPING GALLERY, CARPI (MODENA), ITALY Detailed Location and Aerial View

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ATTACHMENT II

PHOTOGRAPHS

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Borgogioioso Shopping Gallery Carpi (Modena)

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Borgogioioso Shopping Gallery Carpi (Modena)

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Borgogioioso Shopping Gallery Carpi (Modena)

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Borgogioioso Shopping Gallery Carpi (Modena)

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Borgogioioso Shopping Gallery Carpi (Modena)

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ATTACHMENT III

TENANCY SCHEDULE PROVIDED

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Project Vanguard Centro Commerciale Il Borgogioioso ‐ Rent Roll 02‐Apr‐14 / 12:25

Lease Detail MGR as of 31/03/2014 Service Charges Turnover Rent Rent Review SC Review Capital Guarantee LTM LTM LTM LTM Effort # SAP Lease # TenaUnit # Contract # Company Brand BX Name GLA Start Expiry Break Comments € € PSM p.a. Steps € € PSM p.a. Steps % Comment Date % Date % Contrib. € Type Deadline Notes Sales (€) Rent (€) SC (€) Ratio (%) 1 53007 00150 1 53007.00150 ROBINTUR SPA Horizon Horizon 71 set‐05 18‐set‐17 Starting from 18/09/2007, giving 6 months notice period 31.605 448 5.345 76 ‐ set‐14 75% 14.000 Bank guarantee mar‐12 €1.060.840 €31.346 €5.345 3,5% 2 53007 00160 2 53007.00160 PRESTO CLEAN di Esposito Carmela Presto‐Clean Presto‐Clean 91 set‐05 18‐set‐17 Starting from 18/09/2007, giving 6 months notice period 47.407 521 6.883 76 7,00% set‐14 75% 21.000 Bank guarantee expired 180.338 47.019 6.883 29,9% 3 53007 00170 3 53007.00170 TRAMONTANO ANTONIO Tabaccheria Borgogioioso Tabaccheria Borgogioioso 89 set‐05 18‐set‐17 Starting from 18/09/2007, giving 6 months notice period 49.410 554 6.751 76 7,50% set‐14 75% 23.500 Bank guarantee set‐17 394.037 49.006 6.751 14,2% 4 53007 00180 4 53007.00180 GOLDEN LADY COMPANY SPA Golden Point Golden Point 125 mar‐14 31‐mar‐21 at the end of 36th months (24+12 months of notice) and a 70.000 561 Yr‐1: 70k / Yr‐2: 73k / then: 77k 9.453 76 6,00% set‐14 100% 53.654 Bank guarantee mar‐16 442.108 76.311 9.453 19,4% 5 53007 00190 5 53007.00190 SAMARCANDA SPA Gold Gallery Gold Gallery 117 set‐10 18‐set‐15 On 18/03/2013 81.436 695 8.873 76 6,00% set‐14 100% 51.720 Bank guarantee mar‐16 944.237 80.550 8.873 9,5% 6 53007 00200 6 53007.00200 CHAMPION EUROPE SPA Champion Champion 829 set‐05 18‐set‐14 Starting from 18/09/2007, giving 6 months notice period 81.510 98 46.000 56 6%; 6,5%; 7% 7% < 1 mln €; 6,5% betwee gen‐14 100% 18.000 Bank guarantee mar‐15 Cap Service Charges: € 46.000 898.165 81.510 46.000 14,2% 7 53007 00320 7 53007.00320 GAME 7 ATHLETICS SPA Sport Fashion Outlet/Game Game 7 Athletics 1.172 lug‐10 03‐lug‐17 Starting from 03/11/2012, giving 8 months notice period 136.620 117 54.901 47 6,00% lug‐14 100% 135.108 Bank guarantee gen‐18 Cap Service Charges: € 54.900,55 1.503.966 136.620 54.901 12,7% 8 53007 00220 8 53007.00220 MASTRO P. di Buzzoni Pietro AntoniMastro P Mastro P 78 set‐10 18‐set‐15 On 18/03/2013 36.432 467 5.969 77 7,50% set‐14 100% 26.438 Bank guarantee mar‐16 365.685 36.036 5.969 11,5% 9 53007 00230 9 53007.00230 OTTICA OPTOMETRIA RIGHETTI SRL Ottica Optometria Righetti Optometria Righetti 118 set‐10 18‐set‐15 On 18/03/2013 67.506 573 8.917 76 7,50% set‐14 100% 43.920 Bank guarantee mar‐16 561.984 66.772 8.917 13,5% 10 53007 00240 10 53007.00240 WINNER SRL United Colors of Benetton Benetton 279 ott‐12 05‐ott‐21 Starting from 05/10/2007, giving 8 months notice period 92.736 332 21.124 76 6,50% ott‐13 100% 30.667 Bank Guarantee 1.032.390 92.736 21.124 11,0% 11 53007 00250 11 53007.00250 LE PROFUMERIE SRL Marco e Luisa Vaccari Marco e Luisa Vaccari 184 set‐10 18‐set‐15 Starting from 18/03/2013, giving 6 months notice period 111.210 603 13.953 76 7,50% set‐14 100% 33.333 Bank guarantee expired 465.039 110.000 13.953 26,7% 12 53007 00330 12 53007.00330 SCARPE & SCARPE SPA Scarpe & Scarpe Scarpe & Scarpe 1.512 set‐10 01‐set‐19 Up to 30/09/2013 281.014 186 94.215 62 8,00% set‐14 100% 144.288 Bank guarantee set‐12 Cap Service Charges: € 94.214,87 1.847.950 277.957 94.215 20,1% 13 53007 00310 13+14 53007.00310 COMET SPA Comet Comet 2.114 mag‐10 01‐mag‐15 Up to 30/05/2012 299.214 142 Stepped Rent: € 232.538,90 1st year; € 264.2 88.609 42 2,50% mag‐14 100% 88.790 Bank guarantee nov‐15 Cap Service Charges: € 88.608,99 5.551.085 299.214 88.609 7,0% 14 53007 00140 16‐17 53007.00140 BRICO BUSINESS COOPERATION SRLObi Obi 2.786 nov‐06 29‐nov‐16 Starting from 29/11/2008 399.148 143 75.000 27 ‐ nov‐13 100% 132.083 Bank guarantee nov‐16 Cap Service Charges: € 75.000 5.230.761 399.148 75.000 9,1% 15 53007 00390 18 53007.00390 BERICA CHEF SRL Caffè Diemme Caffè Diemme 50 ott‐12 19‐ott‐19 No break option clauses 33.264 670 4.801 97 7,00% ott‐13 100% 23.203 Deposit 266.935 33.264 4.801 14,3% 16 19 Dental Pro Dental Pro 266 dic‐13 31‐dic‐19 At the end of 3rd year with 12 motnhs notice. 35.000 132 Yr‐1: 35k / Yr‐2: 35k / Yr‐3: 40k / Yr‐4: 45k 22.000 83 ‐ dic‐14 100% 28.500 bank guarantee cap service charges 22.000 ‐‐‐‐ 17 53007 00020 20 53007.00020 PRIME FOOD SRL Panchos Kebab King Panchos Kebab King 94 set‐12 01‐set‐19 Starting from 01/09/2014, giving 8 months notice period 28.308 300 Stepped Rent: €25.550 from 01/09/12 ‐ € 28. 9.125 97 7,50% set‐13 100% 23.095 Bank guarantee feb‐20 238.316 25.550 9.125 14,5% 18 53007 00030 21 53007.00030 B. E B. SRL Alt! Pizza a quadretti Alt! Pizza a quadretti 81 lug‐12 01‐lug‐20 Only at the end of the 24th;48th;76th month, giving 8 mo 40.480 497 7.870 97 7,50% lug‐14 100% 29.508 Bank guarantee dic‐20 295.731 40.480 7.870 16,3% 19 53007 00360 22 VACANT VACANT 80 ‐‐ ‐‐ ‐ ‐ ‐‐ Vacant since 19/10/2012 ‐‐‐‐ 20 53007 00120 23 53007.00120 MIROGLIO FASHION SRL Oltre Oltre 108 feb‐14 03‐feb‐19 No break option clauses 50.640 468 NEW LEASE ACC. TO HOT 8.227 76 7,00% apr‐14 100% 29.507 Deposit 356.876 50.640 8.195 16,5% 21 53007 00060 24 53007.00060 4G RETAIL SRL Tim Tim 88 mar‐14 31‐mar‐19 Up to 18/10/2012 42.861 488 6.648 76 2,50% set‐14 100% 28.560 Bank guarantee mar‐16 236.186 42.395 6.648 20,8% 22 53007 00070 25 53007.00070 ERBORISTERIA COSMETICA NATURAIl Fauno Il Fauno 71 set‐10 18‐set‐17 On 18/03/2013 40.182 569 5.342 76 7,50% set‐14 100% 26.160 Bank guarantee mar‐18 440.809 39.745 5.342 10,2% 23 53007 00080 26 53007.00080 REFILL SRL Refill Point Megastore Refill Point Megastore 89 set‐10 18‐set‐15 Starting from 18/01/2012, giving 8 months notice period 41.575 466 6.748 76 6,00% set‐14 100% 27.900 Bank guarantee mar‐16 476.875 41.123 6.748 10,0% 24 53007 00090 27 53007.00090 PELUQUERIA 7 SRL Peluqueria Peluqueria 93 set‐05 18‐set‐17 Starting from 18/09/2007, giving 6 months notice period 48.534 523 7.030 76 6,50% set‐14 75% 14.333 Bank guarantee mar‐12 278.954 48.136 7.030 19,8% 25 53007 00290 28 53007.00290 REDA RETAIL SPA Primigi Primigi 149 dic‐13 31‐dic‐20 una tantum window at 3rd yr with 12 month notice (leave 55.000 369 Yr‐1: 55k / Yr‐2: 60k / Yr‐3: 65k 11.338 76 7,00% the contract expires 100% 57.253 Bank guarantee 9 monthsof MGR and 9months serv 431.964 73.153 11.299 19,6% 26 53007 28/A QUALIFARMA E'Qui E'Qui 85 mar‐14 mar‐18 at the end of 30th month with 12 months notice (30+12 le 30.000 353 Yr‐1: 30k / Yr‐2: 32k / then: 36k 6.500 76 6,00% mar‐15 100% 27.375 Bank guarantee 9 monthsof MGR and 9months serv ‐‐‐‐ 27 53007 00100 29 53007.00100 B.P.E.R. SCRL BPER BPER 9 set‐05 18‐set‐17 Starting from 18/09/2007, giving 6 months notice period 8.465 966 663 76 ‐ set‐14 75% ‐‐‐‐ 10.828 dic‐09 ago‐17 €2.239.558 €208 €542.285 €50 €23.501.231 €2.178.710 €513.051 11,5% GOLDMANSACHS-MO-BORGOGIOIOSOSC-REPORT-140401-03-EP.DOCX

ATTACHMENT IV

RENT ROLL

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD

Client: GOLDMAN SACHS Property: BORGOGIOIOSO RETAIL GALLERY Address: Carpi (MO), Italy Valuation Date: 31/03/2014

TENANCY SCHEDULE MARCH EFFORT SECOND ASSUMED GROSS MARCH 2013/FEBRUAR YTD EFFORT TURNOVER TYPE OF LEASE LEASE START TURNOVER HEADLINE STEPPED- SERVICE SERVICE YTD EFFORT CW MARKET CW MARKET RATE UNIT NO. TRADING NAME SECTOR GLA ISTAT DURATION LEASE EXPIRY BREAK OPTION LEASE MGR (PROVIDED) MGR MGR 1/4/2014 HEADLINE RENT EXPECTED 2013/FEBRUARY 2014 Y 2014 RATE (INCL. RENT 2014 MR/HR (%) CONTRACT DATE RENT RENT RENT CHARGE CHARGE RATE RENT 2014 RENT 2014 MARKET DATE CONTRACT HEADLINE RENT TURNOVER €/YR TURNOVER SC) (ESTIMATE) €/SQM/YR RENT SQ M % €€/SQM % €/YR €/SQM/YR €/YR €€/SQM/YR €/SQM € LET UNITS 1 Horizon Services 71 Property Lease 75% 6+6 18/09/2005 18/09/2017 Starting from 18/09/2007, giving 6 months notice period 18/09/2017 31.605 448 31.605 0,0% 31.605 448 31.605 5.345 75,7 1.086.326 15.387 2,89% 3,4% 500 35.300 3,25% 11,69% 2 Presto-Clean Services 91 Property Lease 75% 6+6 18/09/2005 18/09/2017 Starting from 18/09/2007, giving 6 months notice period 18/09/2017 47.407 521 47.407 7,0% 47.407 521 47.407 6.883 75,7 180.947 1.990 25,99% 29,8% 550 50.001 27,63% 5,47% 3 Tabaccheria Borgogioioso Services 89 Property Lease 75% 6+6 18/09/2005 18/09/2017 Starting from 18/09/2007, giving 6 months notice period 18/09/2017 49.410 554 49.410 7,5% 49.410 554 49.410 6.751 75,7 388.488 4.357 12,61% 14,4% 550 49.044 12,62% -0,74% 4 Golden Point Fashion, shoes & accessories 125 Business Lease 100% 7 31/03/2014 31/03/2021 31/03/2021 70.000 561 70.000 7,5% 77.000 617 77.000 YES 9.453 75,7 428.924 3.435 17,79% 20,0% 600 74.922 17,47% -2,70% 5 Gold Gallery Gifts & jewellery 117 Business Lease 100% 5 18/09/2010 18/09/2015 On 18/03/2013 18/09/2015 81.436 695 81.436 6,0% 81.436 695 81.436 8.873 75,7 911.715 7.779 9,81% 9,8% 700 82.040 9,00% 0,74% 6 Champion Sporting goods 829 Business Lease 100% 9 18/09/2005 18/09/2014 Starting from 18/09/2007, giving 6 months notice period 18/09/2014 81.510 98 81.510 6%; 6,5%; 7% 81.510 98 81.510 46.000 55,5 889.451 1.073 9,16% 14,3% 120 99.446 11,18% 22,01% 7 Sport Fashion Outlet/Game 7 AtSporting goods 1.172 Business Lease 100% 7 03/07/2010 03/07/2017 Starting from 03/11/2012, giving 8 months notice period 03/07/2017 136.620 117 136.620 6,0% 136.620 117 136.620 54.901 46,8 1.419.188 1.211 10,86% 13,5% 100 117.198 8,26% -14,22% 8 Mastro P Fashion, shoes & accessories 78 Business Lease 100% 5 18/09/2010 18/09/2015 On 18/03/2013 18/09/2015 36.432 467 36.432 7,5% 36.432 467 36.432 5.969 76,5 331.946 4.256 10,86% 12,7% 500 39.000 11,75% 7,05% 9 Ottica Optometria Righetti Healthcare & beauty 118 Business Lease 100% 5 18/09/2010 18/09/2015 On 18/03/2013 18/09/2015 67.506 573 67.506 7,5% 67.506 573 67.506 8.917 75,7 553.972 4.703 12,05% 13,7% 550 64.779 11,69% -4,04% 10 United Colors of Benetton Fashion, shoes & accessories 279 Business Lease 100% 9 05/10/2012 05/10/2021 Starting from 05/10/2007, giving 8 months notice period 05/10/2021 92.736 332 92.736 6,5% 92.736 332 92.736 21.124 75,7 1.020.288 3.657 9,09% 11,2% 400 111.612 10,94% 20,35% 11 Marco e Luisa Vaccari Healthcare & beauty 184 Business Lease 100% 5 18/09/2010 18/09/2015 Starting from 18/03/2013, giving 6 months notice period 18/09/2015 111.210 603 111.210 7,5% 111.210 603 111.210 13.953 75,7 452.930 2.458 24,29% 27,4% 500 92.150 20,35% -17,14% 12 Scarpe & Scarpe Fashion, shoes & accessories 1.512 Business Lease 100% 9 01/09/2010 01/09/2019 Up to 30/09/2013 01/09/2019 281.014 186 281.014 8,0% 281.014 186 281.014 94.215 62,3 1.881.136 1.244 14,78% 19,8% 150 226.791 12,06% -19,30% 13+14 Comet Electrical goods & Telecom 2.114 Business Lease 100% 5 01/05/2010 01/05/2015 Up to 30/05/2012 01/05/2015 299.214 142 299.214 2,5% 299.214 142 299.214 88.609 41,9 5.476.103 2.590 5,46% 7,1% 90 190.259 3,47% -36,41% 16-17 Obi BYI 2.786 Business Lease 100% 5+5 29/11/2006 29/11/2016 Starting from 29/11/2008 29/11/2016 399.148 143 399.148 - 399.148 143 399.148 75.000 26,9 4.986.515 1.790 8,00% 9,5% 140 390.040 7,82% -2,28% 18 Caffè Diemme Bars & Restaurants 50 Business Lease 100% 7+3 19/10/2012 19/10/2019 No break option clauses 19/10/2019 33.264 670 33.264 7,0% 33.264 670 33.264 4.801 96,7 275.979 5.558 12,05% 13,8% 650 32.273 11,69% -2,98% 19 Dental Pro Healthcare & beauty 266 Property Lease 100% 6+6 31/12/2013 31/12/2019 31/12/2019 35.000 132 35.000 45.000 169 45.000 YES 22.000 82,7 - 155 41.235 -8,37% 20 Panchos Kebab King Bars & Restaurants 94 Business Lease 100% 7 01/09/2012 01/09/2019 Starting from 01/09/2014, giving 8 months notice period 01/09/2019 28.308 300 28.308 7,5% 28.308 300 28.308 9.125 96,7 234.001 2.480 10,92% 14,8% 400 37.748 16,13% 33,35% 21 Alt! Pizza a quadretti Bars & Restaurants 81 Business Lease 100% 8 01/07/2012 01/07/2020 Only at the end of the 24th;48th;76th month, giving 8 months notice period 01/07/2020 40.480 497 40.480 7,5% 40.480 497 40.480 7.870 96,7 289.366 3.555 13,99% 16,7% 500 40.695 14,06% 0,53% 23 Oltre Fashion, shoes & accessories 108 Business Lease 100% 5 03/02/2014 00/01/1900 00/01/1900 50.640 468 50.640 7,0% 50.640 468 50.640 8.227 76,0 351.270 3.245 14,42% 16,7% 470 50.878 14,48% 0,47% 24 Tim Electrical goods & Telecom 88 Business Lease 100% 5 31/03/2014 03/02/2019 03/02/2019 42.861 488 42.861 2,5% 42.861 488 42.861 6.648 75,7 218.387 2.487 19,41% 22,5% 485 42.588 19,50% -0,64% 25 Il Fauno Healthcare & beauty 71 Business Lease 100% 7 18/09/2010 31/03/2019 On 18/03/2013 31/03/2019 40.182 569 40.182 7,5% 40.182 569 40.182 5.342 75,7 429.586 6.087 9,25% 10,5% 600 42.342 9,86% 5,37% 26 Refill Point Megastore Electrical goods & Telecom 89 Business Lease 100% 5 18/09/2010 18/09/2017 Starting from 18/01/2012, giving 8 months notice period 18/09/2017 41.575 466 41.575 6,0% 41.575 466 41.575 6.748 75,7 489.235 5.488 8,41% 9,8% 500 44.570 9,11% 7,20% 27 Peluqueria Services 93 Property Lease 75% 6+6 18/09/2005 18/09/2015 Starting from 18/09/2007, giving 6 months notice period 18/09/2015 48.534 523 48.534 6,5% 48.534 523 48.534 7.030 75,7 275.769 2.970 17,46% 20,0% 500 46.425 16,83% -4,34% 28 Primigi Fashion, shoes & accessories 149 Business Lease 100% 5 31/12/2013 18/09/2017 18/09/2017 55.000 369 55.000 7,0% 65.000 436 65.000 YES 11.338 76,1 399.986 2.684 18,29% 21,1% 400 59.600 14,90% -8,31% 28/A E' Qui Services 85 Business Lease 100% 5 31/03/2014 31/12/2020 31/12/2020 30.000 353 30.000 6,0% 36.000 424 36.000 YES 6.500 76,5 - 400 34.000 -5,56% 29 BPER Services 9 Property Lease 75% 6+6 18/09/2005 31/03/2018 Starting from 18/09/2007, giving 6 months notice period 31/03/2018 8.465 966 8.465 - 8.465 966 8.465 663 75,7 - 950 8.322 -1,69% SUBTOTAL LET 10.747 2.239.558 208 2.239.558 2.272.558 2.272.558 542.286 22.971.509 2.211 9,4% 11,6% 196 2.103.256 -7,45%

VACANT UNITS 22 Vacant Vacant 80 Business Lease 100% 12 30/06/2014 40.150 500 40.150 SUBTOTAL VACANT UNITS 80 - 40.150

TOTAL RETAIL GALLERY 10.828 2.239.558 198 2.143.406 GOLDMANSACHS-MO-BORGOGIOIOSOSC-REPORT-140401-03-EP.DOCX

ALLEGATO V

CALCULATIONS

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD

Client: GOLDMAN SACHS Property: BORGOGIOIOSO RETAIL GALLERY Address: Carpi (MO), Italy Valuation Date: 31/03/2014

ASSUMPTIONS ISTAT uplifts (p.a.) 1,4% in 2014, 2.0% from 2015 Market rental growth (p.a.) 1,4% in 2014, 2.0% from 2015 Business lease indexation (p.a.) 100,00% Property lease indexation (p.a.) 75,00% Weighting Temporary Letting Income 80,00% Turnover Income (€/yr) € 0 Estimated Temporary Income (€/yr) € 250.000 2013 (stima)

General Vacancy & Collection Loss 0,50% Collection Loss 0,50% Management Fees 2,50% Management Fees on Turnover Income 2,50% Management Fees on Temporary Letting Income 0,00% IMU (€/yr) € 110.755 Insurance (€/yr) € 28.121 Lease Registration Tax (p.a.) € 1.102 Service Charges on vacant units (€/sqm/yr) € 75 Leasing Commissions 10,00% Capital Reserves 1,00%

Acquisition Costs 5,00% Sale Commissions 0,50%

Discount Rate / IRR 8,25% Net Exit Yield 7,25%

(Euro) CASH FLOW 1234567891011TOTAL For the Years Ending 30/03/2015 30/03/2016 30/03/2017 30/03/2018 30/03/2019 30/03/2020 30/03/2021 30/03/2022 30/03/2023 30/03/2024 30/03/2025

Turnover Rent as a % of MGR 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00%

REVENUE Gross Minimum Guaranteed Rent (MGR) 2.294.461 2.252.743 2.271.556 2.296.509 2.333.874 2.349.985 2.362.543 2.419.970 2.477.107 2.525.579 2.575.007 Temporary Lettings Income 201.000 205.020 209.120 213.303 217.569 221.920 226.359 230.886 235.504 240.214 245.018 Turnover Rent

TOTAL POTENTIAL GROSS REVENUE 2.495.461 2.457.763 2.480.676 2.509.812 2.551.443 2.571.905 2.588.902 2.650.856 2.712.611 2.765.793 2.820.025

General Vacancy & Collection Loss 1,00% (24.954) (24.578) (24.806) (25.098) (25.514) (25.720) (25.890) (26.508) (27.126) (27.658) (28.200)

TOTAL EFFECTIVE GROSS REVENUE 2.470.507 2.433.185 2.455.870 2.484.714 2.525.929 2.546.185 2.563.012 2.624.348 2.685.485 2.738.135 2.791.825

OPERATING EXPENSES Management Fees 2,50% (57.362) (56.319) (56.789) (57.413) (58.347) (58.750) (59.064) (60.499) (61.928) (63.139) (64.375) IMU 4,78% (111.143) (112.867) (115.124) (117.427) (119.775) (122.171) (124.614) (127.107) (129.649) (132.242) (134.887) Insurance 1,21% (28.219) (28.657) (29.230) (29.815) (30.411) (31.020) (31.640) (32.273) (32.918) (33.577) (34.248) Lease Registration Tax 0,05% (1.108) (1.124) (1.166) (1.219) (1.248) (1.268) (1.288) (1.308) (1.329) (1.351) (1.372) Service Charges on Vacant Units € 75 (8.088) (8.214) (8.378) (8.546) (8.716) (8.891) (9.069) (9.250) (9.435) (9.624) (9.816) Non recoverable Service Charges (185.059) (187.931) (191.689) (195.523) (199.434) (203.422) (207.491) (211.641) (215.873) (220.191) (224.595) Capital Reserves 1,00% (22.945) (22.527) (22.716) (22.965) (23.339) (23.500) (23.625) (24.200) (24.771) (25.256) (25.750)

TOTAL OPERATING EXPENSES 82,3% (413.924) (417.639) (425.092) (432.908) (441.270) (449.022) (456.791) (466.278) (475.903) (485.380) (495.043)

NET OPERATING INCOME (NOI) 2.056.583 2.015.546 2.030.778 2.051.806 2.084.659 2.097.163 2.106.221 2.158.070 2.209.582 2.252.755 2.296.782

LEASING AND CAPITAL COSTS Leasing Commissions 10,00% (13.906) (51.974) (40.341) (36.855) (9.230) (37.271) (11.340) (21.308) - - - Capex

TOTAL LEASING AND CAPITAL COSTS (13.906) (51.974) (40.341) (36.855) (9.230) (37.271) (11.340) (21.308) - - -

CASH FLOW Gross Proceeds from Sale 31.679.752 Sale Commissions 0,50% (158.399)

TOTAL NET CASH FLOW 2.042.677 1.963.572 1.990.437 2.014.951 2.075.429 2.059.892 2.094.881 2.136.762 2.209.582 2.252.755 31.521.353

Discount Rate 8,25% Period 0,50 1,50 2,50 3,50 4,50 5,50 6,50 7,50 8,50 9,50 10,00 Discount Factor 0,96 0,89 0,82 0,76 0,70 0,65 0,60 0,55 0,51 0,47 0,45

PRESENT VALUE 1.963.296 1.743.432 1.632.596 1.526.746 1.452.721 1.331.959 1.251.348 1.179.090 1.126.349 1.060.838 14.266.775 28.535.149

MARKET VALUE (Gross of acquisition costs) 28.535.149 Acquisition Costs (1.358.817)

MARKET VALUE (Net of acquisition costs) 27.176.332

Rounded MV 27.200.000 2.512

Net Initial Yield 7,51% Gross Initial Yield 9,17% Net Exit Yield 7,25% Gross Exit Yield 8,90% Triple Net Yield (Net Rent on Gross Price) 7,21%

Net Running Yield 7,51% 7,22% 7,32% 7,41% 7,63% 7,57% 7,70% 7,86% 8,12% 8,28%

Gross Running Yield 9,17% 9,04% 9,12% 9,23% 9,38% 9,46% 9,52% 9,75% 9,97% 10,17%

Source: Cushman & Wakefield LLP (Based on information supplied by the Client and analysed by Cushman & Wakefield LLP)

GoldmanSachs-MO-Carpio-BorgSC-Analysis-140331-01-ep-argus.xlsx GOLDMANSACHS-MO-BORGOGIOIOSOSC-REPORT-140401-03-EP.DOCX

ATTACHMENT VI

GENERAL VALUATION PRINCIPLES AND PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD

GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)

1. PRELIMINARY 1.1 These general valuation principles (the "Valuation Principles") shall apply to all valuation instructions, other than agency services and other forms of professional services (to which separate terms will apply), provided by Cushman & Wakefield LLP, a limited liability partnership under the Limited Liability Partnerships Act 2000 with registered number OC328588 and having its registered office at 43-45 Portman Square, London, W1A 3BG, acting through its Italian branch registered at Milan, Via Filippo Turati 16/18 (“C&W”, “we” or “us”) to the client to whom an instruction confirmation letter (the “Letter”) is sent (“you”). They shall apply separately to each service subsequently provided to you. 1.2 The Valuation Principles are to be read in conjunction with the relevant Letter and the Terms of Business attached hereto. In the event of any ambiguity or conflict between the relevant Letter, the Terms of Business and these Valuation Principles, the provisions in the relevant Letter shall prevail. These Valuation Principles may only be varied in writing by agreement between the parties. It is our practice to review and upgrade our Valuation Principles frequently and new versions will be sent to you and agreed with you.

2. VALUATION BASES 2.1 Unless we have said otherwise within the Letter, the valuation date will be the date of our inspection. 2.2 Unless we have said otherwise in the relevant Letter, the valuation will be prepared in accordance with the RICS Valuation – Professional Standards current at the date of the Letter (the “Red Book”) by valuers conforming to its requirements, acting as external valuer. 2.3 Each property will be valued on a basis appropriate to the purpose of the valuation, in accordance with the Red Book. The basis of valuation that we will adopt for each property is specified in the relevant Letter. The definitions are as follows: (i) Market Value Market Value is “the estimated amount for which an asset or a liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion.” (ii) Market Rent Market Rent is “the estimated amount for which a property would be leased on the valuation date between a willing lessor and a willing lessee on appropriate lease terms in an arm’s length transaction, after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion.” (iii) Existing Use Value Existing Use Value is “the estimated amount for which an asset should exchange on the valuation date between a willing buyer and a willing seller in an arms length transaction, after proper marketing and where the parties had acted knowledgeably, prudently, and without compulsion, assuming that the buyer is granted vacant possession of all parts of the asset required by the business and disregarding potential alternative uses and any other characteristics of the asset that would cause its Market Value to differ from that needed to replace the remaining service potential at least cost.”. (iv) Fair Value The Red Book contains two alternative definitions of Fair Value as follows: 1. the definition adopted by the International Valuation Standards Committee (IVSC): “the estimated price for the transfer of an asset or liability between identified knowledgeable and willing parties that reflects the respective interests of those parties”. 2. the definition adopted by the International Accounting Standards Board (IASB): “the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date”. Unless we have said otherwise within the Letter, we will adopt the IASB definition of Fair Value.

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2.4 When assessing either Existing Use Value, Fair Value or Market Value for balance sheet purposes, we will not include directly attributable acquisition or disposal costs in our valuation. Where you have asked us to reflect costs (as required under FRS15), they will be stated separately. 2.5 In the case of specialised properties (where valuation methods such as market comparison or an income (profits) test cannot be reliably applied), we may use Depreciated Replacement Cost (“DRC”) as a method of estimating Value. The valuation using this method of a property in the private sector will include a statement that it is subject to the adequate profitability of the business, paying due regard to the value of the total assets employed. If the property is in the public sector, the valuation will include a statement that it is subject to the prospect and viability of the continued occupation and use. Any writing down of a valuation derived solely from the DRC method to reflect the profitability/viability of the entity in occupation is a matter for the occupier. If the valuation is being undertaken for inclusion in accounts prepared under International Financial Reporting Standards, our report will contain a statement that because of the specialised nature of the property, the value is estimated using a DRC method and is not based on the evidence of sales of similar assets in the market. If we consider that the value of the asset would be materially lower if the business ceased, the report will contain a statement to this effect.

3. GENERAL VALUATION ASSUMPTIONS 3.1 Unless otherwise agreed, we will provide the Services in relation to any property on the following assumptions: (i) the property and any existing buildings are free from any defect whatsoever; (ii) all buildings have been constructed having appropriate regard to existing ground conditions or that these would have no unusual effect on building costs, property values or viability of any development or existing buildings; (iii) all the building services (such as lifts, electrical, gas, plumbing, heating, drainage and air conditioning installations and security systems) and property services (such as incoming mains, waste, drains, utility supplies, etc) are in good working order without any defect whatsoever; (iv) roads and sewers serving the property have been adopted and that the property has all necessary rights of access over common estate roads, paths, corridors and stairways and to use common parking areas, loading areas and other facilities; (v) there are no environmental matters (including but not limited to actual or potential land, air or water contamination, or by asbestos or any other harmful or hazardous substance) that would affect the property, any development or any existing buildings on the property in respect of which the Services are provided or any adjoining property, and that we shall not be responsible for any investigations into the existence of the same and that you are responsible for making such investigations; (vi) any building, the building services and the property services comply with all applicable current regulations (including fire and health and safety regulations); (vii) the property and any existing building comply with all planning and building regulations, have the benefit of appropriate planning consents or other statutory authorisation for the current use and no adverse planning conditions or restrictions apply (which includes, but is not limited to, threat of or actual compulsory purchase order); (viii) appropriate insurance cover is, and will continue to be, available on commercially acceptable terms for any building incorporating types of construction or materials which may pose an increased fire or health and safety risk, or where there may be an increased risk of terrorism, flooding or a rising water table; (ix) items of plant and machinery that usually comprise part of the property on an assumed sale are included in the property but items of plant and machinery that are associated with the process being carried on in the property or tenants trade fixtures and fittings are excluded from the property; (x) in reflecting the development potential of any property, that all structures will be completed using good quality materials and first class workmanship;

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GENERAL VALUATION PRINCIPLES September 2012 (Italian Version)

(xi) any occupational leases are on full repairing and insuring terms, with no unusually onerous provisions or covenants that would affect value; (xii) in respect of any lease renewals or rent reviews, all notices have been served validly within any time limits; (xiii) vacant possession can be given of all accommodation which is unlet or occupied by the entity/borrower or its employees on service tenancies; and (xiv) any mineral rights are excluded from the property.

4. VALUATION ASSUMPTIONS FOR PROPERTY VALUED HAVING REGARD TO TRADING POTENTIAL 4.1 Unless we have agreed otherwise, for trading related property (such as self storage properties, hotels and marinas) where the property is trading and is expected to continue, we will value on the basis and assumption of a fully equipped operational entity, having regard to trading potential. 4.2 Where we are instructed to value a property having regard to its trading potential, we will take account of any trading information that either the operator has supplied to us or that we have obtained from our own enquiries. We will rely on this being correct and complete and on there being no undisclosed matters that could affect our valuation. The valuation will be based on our opinion as to future trading potential and the level of fair maintainable turnover and net operating income likely to be achieved by a reasonably efficient operator. 4.3 Unless we have said otherwise in the relevant Letter: (i) the valuation will be made on the basis that each property will be sold as a whole including all fixtures, fittings, furnishings, equipment, stock and goodwill required to continue trading; (ii) we will assume that the new owner will normally engage the existing staff and the new management will have the benefit of existing and future bookings or occupational agreements (which may be an important feature of the continuing operation), together with all existing statutory consents, operational permits and licences; (iii) we will assume that all assets and equipment are fully owned by the operator and are not subject to separate finance leases or charges; (iv) we will exclude any consumable items, stock in trade and working capital; and (v) we will assume that all goodwill for the properties is tied to the land and buildings and does not represent personal goodwill to the operator.

5. STRUCTURE 5.1 We will not carry out a structural survey of any property nor will we test services. Further, no inspection will be made of the woodwork and other parts of the structures which are covered, unexposed or inaccessible. In the absence of information to the contrary, the valuation will be on the basis that the property is free from defect. However, the value will reflect the apparent general state of repair of the property noted during inspection, but we do not give any warranty as to the condition of the structure, foundations, soil and services. Our report should not be taken or interpreted as giving any opinion or warranty as to the structural condition or state of repair of the property, nor should such an opinion be implied. 5.2 If we give the age of a building in our report, this will be an estimate and for guidance only.

6. MEASUREMENTS 6.1 Where we are required to measure a property we will specify the basis of measurement. However, you should specifically note that the floor areas contained in any report we may publish are approximate and if measured by us will be within a 3% tolerance either way. In cases where the configuration of the floor plate is unusually irregular or is obstructed, this tolerance may be exceeded. 6.2 We will not be able to measure areas that we are unable to access. In these cases we may estimate floor areas from plans or by extrapolation. Where we are required to measure land or site areas, the

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areas will be approximate and will be measured from plans supplied. They will not be physically checked on site. 6.3 The areas we report will be appropriate for the valuation purpose, but should not be relied upon for any other purpose.

7. PLANNING AND STATUTORY REGULATIONS 7.1 Unless specifically instructed in writing to make formal searches with local planning authorities, we shall rely in the provision of our Services on the information provided informally by the local planning authority or its officers. We recommend that your lawyers be instructed to confirm the planning position relating to the property and review our comments on planning in the light of their findings. 7.2 We may consider the possibility of alternative uses being permitted. Unless otherwise notified by you in writing, we shall assume that the property and any existing buildings comply with all planning and building regulations existing uses have the benefit of appropriate planning consent or other statutory authorisation, and that no adverse planning conditions or restrictions apply.

8. VALUATION EXCLUSIONS 8.1 We will not inspect title deeds and we will therefore rely on the information supplied as being correct and complete. In the absence of information to the contrary, we will assume the absence of unusually onerous restrictions, covenants or other encumbrances and that the property has a good and marketable title. Where supplied with legal documentation, we will consider it but we will not take responsibility for the legal interpretation of it. Unless agreed, we will not obtain information from public offices. 8.2 You should confirm to us in writing if you require us to read leases and if so, provide all the relevant documentation within a reasonable time for consideration bearing in mind the date for receipt of our report. You should not rely upon our interpretation of the leases without first obtaining the advice of your lawyers. 8.3 We will take into account any information that you provide concerning any tenants’ improvements. Otherwise, if the extent of tenants’ alterations or improvements cannot be confirmed, we will assume that the property was let with all alterations and improvements evident during our inspection (or, in the case of valuation without inspection, as described within the information that you provide). 8.4 Our valuation will take into account potential purchasers’ likely opinion of the financial strength of tenants. However, we will not undertake any detailed investigations on the covenant strength of the tenants. Unless informed to the contrary by you, we will assume that there are no significant arrears and that the tenants are able to meet their obligations under their leases or agreements. 8.5 Any plans we provide to you indicating the site of a property are for identification only. We will rely on our inspection and information that you provide in outlining the extent of each property, but you should not rely upon our plans to define boundaries. 8.6 Where comparable evidence information is included in our report, this information is often based upon our oral enquiries and its accuracy cannot always be assured, or may be subject to undertakings as to confidentiality. However, such information would only be referred to where we had reason to believe its general accuracy or where it was in accordance with expectation. In addition, we have not inspected comparable properties. 8.7 For a recently completed development property, we will not take account of any retentions or outstanding development costs. For a property in the course of development, we will reflect your advice on the stage of construction, the costs already incurred and those still to be spent at the valuation date, and will have regard to any contractual liabilities. 8.8 We will not make any allowance in our Services for the existence of any mortgage or other financial encumbrance on or over the property nor take account of any leases between subsidiaries. 8.9 Any valuation figures provided will be exclusive of VAT whether or not the building has been elected. 8.10 We will not make any allowance in any valuation advice provided for the expenses of realisation or any taxation liability arising from the sale or development of the property.

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8.11 Unless we have said otherwise in the Letter, each property will be valued individually; in the case of a portfolio, we will assume that the properties would be marketed in an orderly way and not placed on the market at the same time. 8.12 The components of our valuation calculations (such as future rental values, cost allowances, or void periods) may only be appropriate as part of the valuation calculation. They should not be taken as a forecast or prediction of a future outcome. You should not rely on any component of the valuation calculation for any other purpose. 8.13 We will value in the local currency. If we are to report to you in another currency, unless we have agreed otherwise we will adopt a conversion rate equivalent to the closing rate (“spot rate”) on the valuation date. 8.14 Our valuation does not make allowance either for the cost of transferring sale proceeds to another state, or for any restrictions on doing so. 8.15 In instances where we are instructed to provide an indication of current reinstatement costs for insurance purposes, this will be given solely as a guide without warranty. Formal estimates for insurance purposes can only be given by a building surveyor or other person with sufficient current experience of replacement costs. The property will not be inspected by a building surveyor or qualified building cost estimator and the guide will be based on costs obtained from generic building cost tables. You should not rely on it as the basis for insurance cover.

9. REGULATED PURPOSE VALUATIONS AND MONITORING 9.1 In circumstances where a valuation, although provided for a client, may also be of use to third parties, for instance the shareholders in a company (otherwise defined as a “Regulated Purpose Valuation” by the Red Book), we are required to state our policy on the rotation of the surveyor who prepares the valuation and the quality control procedures that are in place. 9.2 Irrespective of the purpose of the valuation, we will select the most appropriate surveyor for the valuation having regard to his/her expertise and the possible perception that independence and objectivity could be compromised where a valuer has held the responsibility for a particular client for a number of years. This may result in us rotating the surveyor responsible for repeat valuations for the same client although we will not do so without prior discussion with the client. 9.3 For all Regulated Purpose Valuations we are required by the Red Book to state all of the following in our report: (i) the length of time the valuer continuously has been the signatory to valuations provided to you for the same purpose as the report, together with the length of time we have continuously been carrying out that valuation instruction for you; (ii) the extent and duration of the relationship between you and us; (iii) in relation to our preceding financial year the proportion of the total fees, if any, payable by you to our total fee income expressed as one of the following:  less than 5%; or  if more than 5%, an indication of the proportion within a range of 5 percentage points; (iv) where, since the end of the last financial year, it is anticipated that there will be a material increase in the proportion of the fees payable, or likely to be payable, we shall include a further statement to that effect in addition to (iii) above. 9.4 The valuation may be subject to monitoring under the RICS’s conduct and disciplinary regulations.

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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)

1. PRELIMINARY 1.1 These terms and conditions (the "Terms of Business") shall apply to all valuation services (excluding agency services and other forms of professional services, to which separate terms will apply) provided by Cushman & Wakefield LLP, a limited liability partnership under the Limited Liability Partnerships Act 2000 with registered number OC328588 and having its registered office at 43-45 Portman Square, London, W1A 3BG, acting through its Italian branch registered at Milan, Via Filippo Turati 16/18 (“C&W”, “we” or “us”) to the client to whom an instruction confirmation letter (the “Letter”) is sent (“you”). They shall apply separately to each service subsequently provided to you. 1.2 The Terms of Business are to be read in conjunction with the relevant Letter and general valuation principles (“Valuation Principles”) attached thereto. In the event of any ambiguity or conflict between the relevant Letter, the Valuation Principles and these Terms of Business, the provisions in the relevant Letter shall prevail. These Terms of Business and the relevant Letter may only be varied in writing by agreement between the parties. It is our practice to review and upgrade our Terms of Business frequently and new versions will be sent to you and agreed with you.

2. PERFORMANCE OF THE SERVICES 2.1 We undertake to use all reasonable skill and care in providing the services and advice described in the relevant Letter, based on the instructions given by you (the "Services"). We will inform you if it becomes apparent that the Services need to be varied or external third party advice is required. Any variation is to be confirmed in writing and agreed between the parties. 2.2 We may need to appoint third party providers to perform all or part of the Services and we shall agree this with you in advance.

3. BASIS OF FEES 3.1 The basis of our fees for our Services is set out in the relevant Letter. 3.2 You shall pay all applicable VAT in addition to any fees and disbursements at the applicable rate. 3.3 You shall pay our fees on completion of our Services (whether or not additional work is still to be carried out by third parties) or, where the fees are in relation to an ongoing instruction or an instruction of a duration of more than three months, at least quarterly in arrears upon submission by us of quarterly invoices. Payment is due within 15 days of the invoice date. 3.4 Where valuations are undertaken for a lender for loan security purposes and it is agreed that a borrower will pay our fee, you shall remain primarily liable to pay our fee should such borrower fail to meet its liabilities to us in full. Payment of our fees is not conditional upon the loan being drawn down or any of the conditions of the loan being met. 3.5 If you do not dispute with us an invoice or any part thereof within 15 days of the date of such invoice, you shall be deemed to have accepted the invoice in its entirety. 3.6 If we are required by you to undertake any additional work in relation to an instruction, you shall pay additional fees based upon our usual rates. We will notify you of the amount of such additional fees. This also applies where we are asked to review a legal report or Certificate of Title provided to us more than 8 weeks after we have submitted our Report (either draft or final). 3.7 Where there is a change to the stated purpose for which our valuation is being commissioned and in our sole opinion we deem this to result in an increase in our liability (for example a valuation for annual accounts being used for loan security purposes), we reserve the right to charge an additional fee. 3.8 If you subsequently request our invoice to be re-addressed to a party other than that originally agreed, we reserve the right to make an administration charge of €100. Payment will still be due within 15 days of the original invoice date. 3.9 In the event that you withdraw our instructions prior to completion of a valuation, you shall be liable to pay us for a fair and reasonable proportion of our fees and any agreed disbursements ("the Termination Fee"). If we have sent you draft valuation figures, the Termination Fee shall be subject to

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a minimum of 50% of the fee originally agreed between us and if we have sent you a draft valuation report, such fees shall be subject to a minimum of 80% of the fee originally agreed between us. 3.10 We will advise you in advance if it is necessary or convenient to instruct a third party to provide advice or to act as an expert or arbitrator and provide an estimate of the likely cost. If you approve, either verbally or in writing, that the third party be instructed, we will instruct the party as agent on your behalf and request that all the third party's invoices be addressed to you care of us. If we are requested by you to advance payment of the third party invoices, you shall be obliged to reimburse the advance payment made and pay a handling charge. We may request that you put us in funds in respect of any third party’s costs before or at the time of formally instructing them on your behalf and you will comply with this request. 3.11 Where we are instructed to provide Services to one of your subsidiaries or associated / related entities or should you subsequently request that another entity be substituted for you at a later stage and we are unable to seek or obtain payment of any outstanding monies for whatever reason, you shall remain primarily liable to pay those outstanding monies if the subsidiary, associated / related or other entity does not meet its liabilities in relation to payment for the Services provided by us.

4. INTEREST You shall pay interest on the amount of any invoice for fees or other disbursements that remains unpaid for 15 days after the date of the invoice. Interest shall be payable at the rate of 4% above the base rate of Barclays Bank PLC from the date of the invoice until payment is made whether after or before judgement.

5. DISBURSEMENTS You shall pay all disbursements incurred by us in the provision of the Services at least quarterly in arrears from the date they were incurred. Disbursements include, but are not limited to: maps, plans, research, photography, copying of documents or plans, messenger delivery, costs of obtaining external information on companies, properties, demographic or other similar information, any reproduction, copying or other royalties incurred, additional bound copy reports, costs of external information / references obtained and key cutting, travel and subsistence expenses at their actual cost and car mileage at the standard ACI scales.

6. INFORMATION RECEIVED FROM THE CLIENT We will take all reasonable steps to ensure that property information is accurate where we are responsible for its preparation. Where you provide us with any information on a property that is necessary or convenient to enable us to provide the Services properly, you acknowledge that we will rely on the accuracy, completeness and consistency of any information supplied by you or on your behalf and, unless specifically instructed otherwise in writing, we will not carry out any investigation to verify such information. We accept no liability for any inaccuracy or omission contained in information disclosed by you or on your behalf, whether prepared directly by you or by a third party, and whether or not supplied directly to us by that third party and you shall indemnify us should any such liability arise. If our valuation is required for the purpose of purchase or loan security, you accept that full investigation of the legal title and any leases is the responsibility of your lawyers.

7. CONFLICTS OF INTEREST AND ANTI-CORRUPTION 7.1 We have conflict management procedures designed to prevent us acting for one client in a matter where there is or could be a conflict with the interest of another client for whom we are acting. If you are aware or become aware of a possible conflict of this type, please raise it immediately with us. If a conflict of this nature arises, then we will decide, taking account of legal constraints, relevant regulatory body rules and your and the other client’s interests and wishes, whether we can continue to act for both parties (e.g. through the use of separate teams with appropriate Chinese Walls), for one only or for neither. Where we do not believe that any potential or actual conflict of interest can be managed appropriately, we will inform you and consult with you as soon as reasonably practicable.

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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)

7.2 You acknowledge that we may earn commissions, referral fees and may charge handling fees connected to the services that we perform and agree that we shall be entitled to retain them without specific disclosure to you. We will not accept any commissions or referral fees in circumstances where we are of the reasonable belief that they would compromise the independence of any advice that we provide to you. 7.3 We confirm that we will not, and will procure that our employees will not, knowingly engage in any activity which would constitute a breach of the Bribery Act 2010 and that we have in place a compliance programme designed to ensure compliance with the terms of the Bribery Act 2010.

8. MANAGEMENT OF THE PROPERTY We shall not be responsible for the management of the property nor have any other responsibility (such as maintenance or repair) in relation to the property. We shall not be liable for any damage that may occur while the property is unoccupied. The property shall be your sole responsibility.

9. TERMINATION BY NOTICE 9.1 Unless a fixed period has been agreed, either party may terminate the instruction by giving 14 days’ notice in writing to the other party. 9.2 In the event of termination by notice, you shall be obliged to pay forthwith all fees accrued in relation to the Services and work performed up to the date of termination (and any abort fee) plus any expenses or disbursements incurred by us or to which we are committed at the date of termination.

10. PROFESSIONAL LIABILITY 10.1 With the exclusion of our fraud and/or gross negligence, we shall not be liable to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services in respect of: (i) any direct loss of profit; (ii) any indirect, special or consequential loss whatsoever howsoever caused including without limitation (a) indirect loss of profit; (b) loss of business; (c) loss of goodwill; (d) loss of use of money; (e) loss of opportunity, and the parties agree that the sub-clauses of this clause shall be severable. 10.2 We shall not be liable to you in negligence for pure economic loss arising in connection with the performance or contemplated performance of the Services. 10.3 You acknowledge and agree that the exclusions contained in this clause 10 are reasonable in all the circumstances and that you have had the opportunity to take independent legal advice. 10.4 Where a third party has contributed to the losses, damages, costs, claims or expenses, we shall not be liable to make any contribution in respect of the liability of such third party. 10.5 Save in respect of third parties directly instructed by us and not on your behalf, we shall not be liable for the services or products provided by other third parties, nor shall we be required to inspect or supervise such third parties, irrespective of the third party services or products being incidental to or necessary for the provision of our Services to you. 10.6 With the exclusion of our fraud and/or gross negligence, our total aggregate liability (including that of our members and employees) to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services shall be limited to an aggregate sum not exceeding twenty times the fee paid. Nothing in these Terms of Business excludes or limits our liability: (i) for death or personal injury caused by our negligence; (ii) for any matter which it would be illegal for us to exclude or attempt to exclude our liability and (iii) for fraud or fraudulent misrepresentation. 10.7 We shall be released from our obligations to the extent that performance thereof is delayed, hindered or prevented by any circumstances beyond our reasonable control (examples being a strike, act of God or act of terrorism). On becoming aware of any circumstance which gives rise, or which is likely

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to give rise, to any failure or delay in the performance of our obligations, we will notify you by the most expeditious method then available. 10.8 To cover any liability that might be incurred by us, we confirm that we will maintain professional indemnity insurance through the Lloyds and company insurance market, so long as such insurance is available at commercially acceptable rates and terms, with insurers of good standing and repute of not less than £20 million on an each and every claim basis. 10.9 Responsibility for our valuation extends only to the party(ies) to whom it is addressed. However in the event of us being asked by you to readdress our report to another party or other parties or permit reliance upon it by another party or other parties, we will give consideration to doing so, to named parties, subject to the following minimum fees:

First Extended Party Second & Subsequent Extended Parties

For the first €1m of reported value 0.075% 0.025% per party Thereafter 0.035% 0.015% per party

These fees are exclusive of VAT and expenses (including the cost of readdressing the report) and are subject to a minimum fee of €750. Should additional work be involved, over and above that undertaken to provide the initial report, we may make a further charge although we will agree this with you before commencing the work. 10.10 Where we consent in writing to reliance on our report by another party or other parties, we do so on the basis that (i) the other party or parties agree in writing to be bound by the Letter and these Terms of Business as if it / they had been a party to the original Letter between us, with such written agreement being provided to us, (ii) such other party pay the fees demanded as set out in clause 10.9 above (unless agreed otherwise in writing) and (iii) where you act on behalf of a syndicate or in relation to a securitisation, you agree that you are not entitled to pursue any greater claim on behalf of any other party than you would have been entitled to pursue on your own behalf had there been no syndication or securitisation. 10.11 Where you provide a copy of and / or permit another party or parties to rely upon our valuation report without obtaining our express written consent and fail to provide us with the written consent of any other party or parties who have received our report to be bound by the Letter and Terms of Business (in accordance with clause 10.10 above), you agree to indemnify us for any and all liability which arises from the use of or reliance upon our report by such unauthorised party. 10.12 Notwithstanding clause 10.11, where a valuation report is prepared or where we consent to a valuation report being used for the purpose of a prospectus, offering (either directly or indirectly), or a circular to shareholders, you agree to indemnify us for any liability whatsoever that we may have to any parties that have not agreed with us in writing to be bound by these Terms of Business which exceeds our aggregate cap on liability (referred to at clause 10.6) arising from their use and / or reliance on the valuation report.

11. QUALITY OF SERVICE AND COMPLAINTS 11.1 Our UK valuation procedures are certified as ISO9001:2000 compliant. 11.2 All our valuation reports are signed by a Member of C&W whose responsibility it is to ensure that all relevant quality control procedures have been complied with. In particular, for valuations of properties with an individual value of €20m or over, the valuer is required to present and explain his methodology to another member of the Valuation Advisory Team unconnected with the instruction and who is a Member of C&W. 11.3 If you wish to complain about the level or our service to you, in accordance with the requirements of the Royal Institution of Chartered Surveyors, we have a standard complaints procedure, a copy of which is available on request.

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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)

12. DATA PROTECTION 12.1 According to the Legislative Decree n. 196/2003 “Data Protection Code”, (“D.lgs. 196/2003”), We hereby inform you of the following: a) data processing purposes Your personal data provided under these Terms of Business shall be processed for purposes relating to: i. the collection of contractual or pre-contractual information, including financial and economic evaluation and the products/services; ii. the management and the performance of these Terms and Conditions, the Letter and management of the related obligations and services; iii. performance of our legal, accounting and fiscal duties, compliance with EU regulation and law as well as provisions provided by the relevant regulatory or governmental authority and any other kind of duties related to the previous subclauses (i) and (ii), including other clients/suppliers requests of related references; iv. statistical, commercial, marketing, customer services concerning the services of “CUSHMAN & WAKEFIELD LLP”. b) data processing modalities The data processing shall be carried out by means of collection, recording, organization, keeping, interrogation, elaboration, modification, selection, retrieval, comparison, utilization, interconnection, blocking, communication, dissemination, erasure and destruction of data, whether the latter are contained or not in a data bank. Such operations shall be carried out with or without the help of electronic or automated means by the data controller. c) the obligatory or voluntary nature of providing the requested data The personal data provision shall be necessary for performing the services listed under letter a). d) the consequences of failing to reply Your denial to provide personal data with reference to letter c) shall cause the impossibility to perform the activities listed under letter a). e) the entities or categories of entity to whom or which the data may be communicated The personal data provided shall be communicated, exclusively for the purposes listed under letter a), to any of our international partnerships, group companies and affiliated organisations. f) data transfer to foreign countries The personal data may be transferred in other EU Member States or in other foreign countries within exclusively the purposes listed under letter a). g) rights provided under article 7 of D.lgs. 196/2003 You are entitled to obtain confirmation as to whether or not personal data concerning you exists, regardless of whether it is already being recorded, and you shall be provided with such data in an intelligible form. Moreover, you shall have also the rights specifically provided for by article 7 of D.lgs. 196/2003 h) the identification of the data controller and the data processor The data controller is CUSHMAN & WAKEFIELD LLP acting through its Italian Branch, with its local registered office in Milan, Via Filippo Turati 16/18 and has appointed Mr. Joachim Sandberg. 12.2 Therefore, having acquired the necessary information with regards to the D.lgs. 196/2003, you assent to the processing of your personal data, also outside the EU, as well as to their diffusion and communication.

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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)

13. MONEY LAUNDERING REGULATIONS In order to comply with all applicable money laundering legislation and regulation, we may be required to verify certain of your details and may ask you to assist us in complying with such requirements. Where such information is requested, you will provide such information promptly to enable us to provide our Services. We shall not be liable to you or any other parties for any delay in the performance or any failure to perform the Services which may be caused by our duty to comply with any such legal and regulatory requirements.

14. FREEDOM OF INFORMATION Where you are a public authority for the purposes of the Freedom of Information Act 2000 (the "Act"), you shall notify us within five business days of receiving a request pursuant to the Act requesting information which relates to the business arrangements between us and you and/or any information we have provided to you at any time. In recognition of the fact that we may be providing you with genuinely confidential or commercially sensitive information, you agree to consult us and seek our views on all such requests prior to making a decision on whether any information should be publicly disclosed.

15. ELECTRONIC COMMUNICATIONS We may communicate with each other by electronic mail, sometimes attaching electronic data. By consenting to this method of communication, we and you accept the inherent risks (including the security risks of interception of, or unauthorised access to, such communications, the risks of corruption of such communications and the risks of viruses or other harmful devices). In the event of a dispute, neither of us will challenge the legal evidential standing of an electronic document and our system shall be deemed to be the definitive record of electronic communications and documentation.

16. CONFIDENTIALITY 16.1 We owe you a duty of confidentiality. You agree that we may, when required by our insurers or other advisers, provide details to them of any engagement on which we act or have acted for you, and that we may also disclose confidential information relating to your affairs if required to do so for legal, regulatory or insurance purposes only. 16.2 Subject to clause 16.1, we both agree never to disclose sensitive details of transactions or our advice without the other’s consent. Unless we are expressly bound by a duty of confidentiality which otherwise overrides this, we both shall be entitled to mention to third parties (e.g. in the course of presentations, speeches or pitches) and/or publish (e.g. in brochures, marketing or other written material) that we provide our services to you. 16.3 We shall provide the Services to you only for your sole use and for the stated purpose. We shall not be liable to any third party in respect of our Services. You shall not mention nor refer to our advice, in whole or in part, to any third party orally or in annual accounts or other document, circular or statement without our prior written approval. The giving of an approval shall be at our sole discretion. 16.4 We will not approve any mention of our advice unless it contains sufficient reference to all the special assumptions and/or limitations (if any) to which our advice is subject. Our approval is required whether or not we are referred to by name and whether or not our advice is combined with others.

17. INTELLECTUAL PROPERTY All intellectual property rights (including copyrights) in the documents, materials, records, data and information in any form developed or provided to you by us or otherwise generated in the provision of our Services shall belong to us solely. You are granted an irrevocable, non-exclusive, royalty-free licence to use or copy such intellectual property rights for any purpose connected with the property.

18. ASSIGNMENT Neither party shall be entitled to assign this contract or any rights and obligations arising from it without the prior written consent of the other, such consent not to be unreasonably withheld.

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PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS September 2012 (Italian Version)

19. GENERAL 19.1 If any provision of these Terms of Business is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of these Terms of Business and the remainder of such provision shall continue in full force and effect. 19.2 Failure or delay by us in enforcing or partially enforcing any provision of these Terms of Business shall not be construed as a waiver of any of our rights under these Terms of Business. 19.3 No term of the relevant Letter or these Terms of Business is intended to confer a benefit on or to be enforceable by any person who is not a party to the same. 19.4 All Letters and these Terms of Business shall be governed by and be construed in accordance with Italian law. Any dispute arising out of or in connection with the interpretation and/or enforcement of this contract, will be submitted to mediation in the first instance to be performed by Bridge Mediation Italia under its relevant proceedings and regulations. Mediation shall be performed in Milano. If the mediation is not successful within 4 months from its commencement, the matter will be submitted to the exclusive jurisdiction of the courts of Milan. 19.5 References to partners of Cushman & Wakefield LLP are used to refer to a member of Cushman & Wakefield LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Cushman & Wakefield LLP and of the non-members who are designated as “partners” is open to inspection at our registered office, 43-45 Portman Square, London, W1A 3BG.

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ATTACHMENT VII

INSTRUCTION AND CONFIRMATION LETTER

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD

CONFIRMATION LETTER FOR VALUATION SERVICES PREPARED FOR GOLDMAN SACHS INTERNATIONAL

20 MARCH 2014

GOLDMANSACHS-PORTFOLIO-CONFLETT-140320-02-MCL.DOCX

GOLDMAN SACHS INTERNATIONAL Peterborough Court Cushman & Wakefield LLP Via Filippo Turati, 16/18 133 Fleet Street 20121 Milano London EC4A 2BB Tel. +39 02 63799.1 For the attention of Ms Antonella Bifulco, Mr Alessandro Luca Fax +39 02 63799.250 www.cushmanwakefield.com By e-mail: [email protected], [email protected], [email protected]

Milan, 20 March 2014

Our Ref: VAL/CLI/GoldmanSachs-Portfolio-ConfLett-140320-02-mcl.docx

Dear Sirs,

CONFIRMATION LETTER FOR PROPERTY VALUATION

VALDICHIANA OUTLET VILLAGE, FOIANO DELLA CHIANA (AR) LE COLONNE SHOPPING CENTRE, BRINDISI IL BORGOGIOIOSO SHOPPING CENTRE, CARPI (MO) LA SCAGLIA SHOPPING CENTRE, CIVITAVECCHIA (RM) (“THE PROPERTY”) GOLDMAN SACHS INTERNATIONAL (“THE CLIENT”)

Further to recent conversation, we confirm that we would be delighted to value the Properties on your behalf and set out below the basis upon which we will undertake this assignment.

I. THE CLIENT The valuation will be carried out on behalf of Goldman Sachs International in connection with its potential financing and subsequent securitisation related to the Properties (the “Financing”).

II. THE PROPERTIES The Properties consists of an outlet village and three shopping centre as below briefly described below:

 Valdichiana Outlet Village, located in Foiano della Chiana (Arezzo), Tuscany, with a total GLA of 30,812 sq m;  Le Colonne Shopping Centre, located in Brindisi, Apulia, with a total GLA of 12,099 sq m;  Il Borgogioioso Shopping Centre, located in Carpi (Modena, Emilia Romagna, with a total GLA of 10,828 sq m;  La Scaglia Shopping Centre, located in Civitavecchia (Rome), Lazio, with a total GLA of 15,853 sq m.

Iscritta nel ruolo degli agenti d’affari in mediazione al N. 14936 del 8/5/2008 C.C.I.A.A. di Milano – Registro Imprese di Milano N. 06159600961 - R.E.A. N. 1873621. Sede legale e amministrativa: Via Filippo Turati 16/18, 20121 Milano - Codice Fiscale e Partita IVA N. 06159600961. Cushman & Wakefield LLP è una società personale a responsabilità limitata (Limited Liability Partnership) registrata in Inghilterra e Galles con il N. OC328588. Il termine partnership può essere riferito ad un membro di Cushman & Wakefield LLP o ad un impiegato o consulente con ruolo e qualifiche equivalenti. La lista dei membri di Cushman & Wakefield LLP è disponibile presso la sede di Londra, W1A 3BG, 43/45 Portman Square

GOLDMANSACHS-PORTFOLIO-CONFLETT-140320-02-MCL.DOCX

III. TENURE AND TENANCIES We understand that the Properties are held freehold and are currently leased to multiple tenants on the basis of property and business leases.

IV. THE INTEREST TO BE VALUED The freehold interest in the Properties.

V. PURPOSE OF THE VALUATION The valuation is required for financing purposes in connection with the Financing.

VI. BASIS OF VALUATION The Properties will be valued on the basis of Market Value as defined by the RICS Valuation - Professional Standards current at the date of the Letter (the Red Book):

“The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm’s length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion”.

VII. VALUATION SCENARIOS As required, we will provide the Market Value of the Properties in their current state as at the date of valuation.

VIII. VALUATION DATE The valuation date will be the date of the site inspection.

IX. THE STATUS OF THE VALUER AND DISCLOSURE OF ANY OTHER CURRENT INVOLVEMENT External Valuer.

As Valuation & Advisory, we do not have any current involvement with the Properties.

We confirm that we will act with independency and integrity.

X. THE CURRENCY TO BE ADOPTED Euros.

XI. GENERAL ASSUMPTIONS TO WHICH THE VALUATIONS ARE SUBJECT Please see our General Valuation Principles as attached to this letter at Attachment II. These principles outline the Assumptions on which any estimate of Market Value will be based, other than as agreed specifically and in writing.

They form an important part of this proposal document.

XII. ANY ASSUMPTIONS, SPECIAL ASSUMPTIONS, RESERVATIONS, ANY SPECIAL INSTRUCTIONS OR DEPARTURES No Special Assumptions are defined or known at this time.

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XIII. INFORMATION REQUIREMENTS AND THE NATURE AND SOURCE OF INFORMATION TO BE RELIED UPON BY THE VALUER In preparing our valuation, we will rely upon information provided to us. We attach, as Attachment I, the information which we would expect to receive from you or your client in respect of the Properties. This is very comprehensive but also serves as a check list.

Given the current volatility of the financial markets and uncertainty affecting the real estate sector, it is increasingly important that we are supplied with updated, detailed and accurate information on the Properties we shall value on your behalf.

Our instruction excludes any type of due diligence (i.e. legal, technical, environmental, etc). If any due diligence report is provided to us before commencing the work, we would read and rely on the executive summaries in these reports and include the conclusions in our analysis.

We would not make independent searches or checks and would rely on the information supplied as being correct and complete.

As concerns zoning, trade and building licenses, we shall not carry out independent searches but rely on the information you shall supply. In the absence of relevant information, our valuation will be on the basis that the Properties have been constructed in accordance with appropriate approvals and that they meet relevant planning and other regulations, including those relating to the issue of the retail trade licenses.

We shall rely on the areas supplied.

We will not measure floor areas on site or against Autocad plans. We have not allowed for this in our fee proposal or in the timeframe estimated to undertake this assignment.

XIV. EXTENT OF VALUER’S INVESTIGATIONS AND INSPECTIONS Please see our General Valuation Principles attached.

We shall inspect the Properties internally and externally.

XV. METHODOLOGY We shall arrive at our opinion of Market Value by using two complementary approaches, namely by reference to the initial and early year yield profile, and by constructing a DCF over a 10 year holding period. We acknowledge that the DCF approach is dependent on the selection of a large number of subjective inputs in addition to the estimates for Market Rent, including the assumptions for rental growth, the exit rate and the discount rate. For this reason our preference is to place higher importance on the initial and subsequent yield pattern, which we shall compare with recent transactions in the market, using the DCF analysis as support.

XVI. OUTLINE OF REPORT CONTENT We will provide you with a Full Valuation report for each Property, which will include the following sections:

 Summary  Instructions  Assumptions & Special Assumptions  Date of Valuation  Inspection

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 Information Supplied  Location  Catchment Area  Description  General State of Repair and Maintenance  Areas  Merchandising Mix  Site and Environmental Considerations  Town Planning and Cadastral Use  Commercial Regulations – Trade Licenses  Tenure  Tenancies, Expiry Profile and Rental Income  Centre Management, Service Charges and Maintenance Costs  Performance  Market Commentary  Competition Analysis  Market Rent  Valuation Methodology And Rationale  Valuation Certainty  Market Value  Valuation Considerations and Final Comments  Confidentiality  Disclosure and Publication

The Report will also include:  SWOT analysis

 Commentary around affordability of leases

 Comparisons of (i) sales per sqm and (ii) effort ratios within other relevant outlet villages

 Comparable lettings (if available)

 Comparable transactions (if available)

The Appendices will include: Location Plans, Representative Photographs, Floor Plans and Site Plan, Tenancy Schedule, Valuation calculations and the Instruction Letter or the Terms of Engagement.

XVII. TIMETABLE We will provide you with the draft values by Friday 4 April 2014 COB. The Draft Full Valuation Reports will be provided by 15 April 2014. We will submit our Final Reports upon your approval of the drafts.

The extent to which we are able to adhere to these deadlines is dependent upon the early receipt of the information requested.

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD 4

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XVIII. FEES The fee agreed to undertake this assignment is as follows:

€80,000.00 (Euro Eighty Thousand/00);

Our fee is inclusive of all expenses, but exclusive of VAT (currently 22%) which will be charged at the prevailing rate when the invoice is issued.

Fee becomes payable upon receipt of our invoices.

XIX. PRINCIPAL TERMS AND CONDITIONS OF APPOINTMENT AS VALUERS We attach the Principal Terms and Conditions of Appointment as Valuers (September 2012) and the General Valuation Principles (September 2012) to which, together with this letter, our instruction will be subject (the “Terms of Engagement”), other than as agreed specifically in writing.

We have agreed to make the following amendments to our Principal Terms and Conditions of Appointment as Valuers:

 Clause 3.3: the last sentence is deleted and replaced with the following ‘Payment is due within 30 days of the invoice date’.

 Clause 4: the reference to 15 days shall be deleted and replaced with 45 days and the penalty interest rate shall be deleted and replaced with 1%.

 Clause 8: the last sentence ‘The property shall be your sole responsibility.’ is deleted.

 Clause 10.3: is deleted.

 Clause 10.9: shall be deleted and replaced with the following:

“Responsibility for our valuation extends only to the party(ies) to whom it is addressed. However, in the event of us being asked by you to readdress our report to another party or other parties or permit reliance upon it by another party or other parties, we will do so provided that we are able to agree the terms on which such reliance is given. We shall not charge any additional fee for this, and it shall be inclusive in the price outlined in section XVIII headed “Fees” in the engagement letter.”

 Clause 10.10: shall be deleted and replaced with the following:

“You have told us that you might syndicate or securitise the loan. Subject to the provisions relating to permitted disclosure to potential providers of finance, ratings agencies, issuers of commercial backed security and notes trustees as set out in clause 16.3 below, you may only make our report available to third parties participating in the syndication or securitisation on a reliance basis on the express condition and understanding that the report is provided by you in its entirety and any such party does so on the same basis as laid out in these Terms of Engagement (as defined below), unless otherwise agreed in writing, including, but not limited to, in any reliance letter which may be signed by an agent acting on behalf of such parties (provided that such agent is properly authorised to act on behalf of such party), with such party deemed to be the client. In the event that a reliance letter is either not agreed and duly executed, or , where it is signed by an agent, is found by law not to bind the underlying principals, reliance by a third party in such circumstances on the report shall be deemed acceptance of the Terms of Engagement. Our report will be addressed to you and will be for your exclusive use save to the extent that we have permitted third parties to rely on the report.”

 Clause 10.11: shall be deleted.

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 Clause 10.12: shall be deleted.

 Clause 14: shall be deleted.

 Clause 16.2: is deleted and replaced with the following ‘Subject to clause 16.1, we all agree never to disclose sensitive details of transactions or our advice without the others’ consent except that you may disclose the report prepared pursuant to this engagement (i) in accordance with applicable law, regulatory requirement or order of a court of competent jurisdiction and (ii) to your directors, officers, employees and professional advisors, your affiliates and their directors, officers, employees and professional advisors, any potential providers of finance, to rating agencies, any issuer of a commercial mortgage backed security in an issue related to the Financing (‘the Issue’) and any notes trustee related to the Issue in each case on a non-reliance basis and provided that they are bound by obligations of confidentiality.

 Clause 16.3: shall be deleted and replaced with the following:

“You shall not mention nor refer to our advice, in whole or in part, in annual accounts, circular or statement or any other document (“Document”) without our prior written approval. We will not approve any mention of our advice in any such Document unless it contains sufficient reference to all the special assumptions and / or limitations (if any) to which our advice is subject. Our approval is required whether or not we are referred to by name and whether or not our advice is combined with others. The foregoing shall not apply to regulatory announcements. Notwithstanding the foregoing, we confirm that we consent to any issuer of a commercial mortgage backed security publishing our advice or the report prepared pursuant to this engagement in any offering document or related documentation for any securitisation in relation to the Financing (as defined in the engagement letter).”.

 Clause 16.4 shall be deleted.

XX. PROFESSIONAL LIABILITY, LIMITS OR EXCLUSION OF LIABILITY TO PARTIES OTHER THAN THE CLIENT Please see paragraph 10 of our Principal Terms and Conditions of Appointment attached at Attachment II, as amended in this letter.

While our PT&C refer to a cap of 20 times the fee, for this instruction, we are prepared to increase this limit to €15 million.

In accordance with standard practice, the Valuation Report to be provided will be confidential to the Client and will be provided to the Client for the purposes stated in paragraph V above only and for the sole use of the Lender. To the extent that you ask us to permit third parties to rely on the valuation, we shall consider this provided that such third parties sign a reliance letter in which they agree to be bound by the Terms of Engagement, amongst other things.

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD 6

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ATTACHMENT VIII

TEMPLATE RELIANCE LETTER

GOLDMAN SACHS INTERNATIONAL CUSHMAN & WAKEFIELD

Cushman & Wakefield LLP TO: Via Filippo Turati 16/18 20121 Milano CBRE Loan Servicing Limited as facility agent for itself and on behalf of the Finance Parties under and as defined in the Facility Agreement; Tel. +39 02 63799.1 Fax +39 02 63799.250 CBRE Loan Servicing Limited as security agent for itself and on behalf www.cushmanwakefield.com of the Finance Parties under and as defined in the Facility Agreement; the Finance Parties; any person to whom any Lender originally party to the Facility Agreement assigns any of its rights or benefits in relation to any participation in the Loan,

(“the Addressees”)

DATE

Dear Sirs

VANGUARD BIDCO S.À R.L. (“THE BORROWER”) VALDICHIANA OUTLET VILLAGE, FOIANO DELLA CHIANA (AR) LE COLONNE SHOPPING CENTRE, BRINDISI IL BORGOGIOIOSO SHOPPING CENTRE, CARPI (MO) LA SCAGLIA SHOPPING CENTRE, CIVITAVECCHIA (RM) (“PROPERTIES”) RELIANCE LETTER We refer to each of our valuations dated 31 March 2014 addressed to GOLDMAN SACHS INTERNATIONAL (“the Client”) in respect of the Properties (“Valuations”). Cushman & Wakefield LLP prepared the Valuations in connection with the acquisition by the Borrower of the entities which own the Properties and we understand that you, the Addressees, are otherwiseSAMPLE involved in the financing of this transaction and wish to rely on the Valuations for that purpose (“the Purpose”).

Definitions "Facility Agreement" means the EUR [120,250,000] facility agreement dated [] between, amongst others, Vanguard Pledgeco S.à r.l. as the company, Vanguard Bidco S.à r.l. as bidco, CBRE Loan Servicing Limited as the facility agent, CBRE Loan Servicing Limited as the security agent, Goldman Sachs International as mandated lead arranger and the Lenders (as defined therein).

"Finance Parties" means the Facility Agent (as defined in the Facility Agreement), the Mandated Lead Arranger (as defined in the Facility Agreement), the Security Agent (as defined in the Facility Agreement) and the Lenders.

Iscritta nel ruolo degli agenti d’affari in mediazione al N. 14936 del 8/5/2008 C.C.I.A.A. di Milano – Registro Imprese di Milano N. 06159600961 - R.E.A. N. 1873621. Sede legale e amministrativa: Via Filippo Turati 16/18, 20121 Milano - Codice Fiscale e Partita IVA N. 06159600961. Cushman & Wakefield LLP è una società personale a responsabilità limitata (Limited Liability Partnership) registrata in Inghilterra e Galles con il N. OC328588. Il termine partnership può essere riferito ad un membro di Cushman & Wakefield LLP o ad un impiegato o consulente con ruolo e qualifiche equivalenti. La lista dei membri di Cushman & Wakefield LLP è disponibile presso la sede di Londra, W1A 3BG, 43/45 Portman Square

PROJECTVANGUARD-RELIANCELETTER-140505-03-MCL-DRAFT.DOCX

"Lender" means any person which: (a) is a lender under the Facility Agreement as at the date of this letter; or (b) becomes a lender under the Facility Agreement in accordance with the procedures set out in the Facility Agreement from one of the lenders originally party to the Facility Agreement as part of the primary syndication of the transaction. "Loan" has the meaning given to it in the Facility Agreement.

Reliance We agree that the Addressees may rely upon the Valuations as if they were originally commissioned by the Addressees for the Purpose at the date when each Valuation was produced (subject to the terms contained herein). This is on the basis that each Addressee agrees and acknowledges the following:

a. the same terms and conditions of our appointment for the Valuations (as agreed with the Client) (the “Terms”) will apply to the Valuations. We have attached those terms and conditions for your convenience; b. the Valuations are produced as at the date of issue but that circumstances and conditions may change over time and affect the accuracy and reliability of the views and information contained therein; c. we will not have any duty, obligation or liability, whether in terms of amount, nature or scope, to the Addressees which is greater than that which we have to the Client if the Addressees had been the Client. For the avoidance of doubt, our aggregate liability to the Client, Addressees and any other party we permit to rely on the Valuations (with the prior written consent of the Addressees) is as specified in the Terms; d. the contents of the Valuations are intended to be confidential to the original Client and to the Addressees and for the purpose stated in this letter. Consequently, and in accordance with current practice, no responsibility is accepted to any other party in respect of the whole or any part of their contents; and e. that publication or disclosure of the Valuations or any part of their contents in any document, circular or statement will not be permitted unless, where relevant, it incorporates the special assumptions referred to in the Valuations.

Disclosure SAMPLE The Valuations are provided in connection with the Facility Agreement and are solely for the benefit of the Addressees and our Client in accordance with the terms of this letter and the Terms. They may not, without our prior written consent, be relied upon for any other purpose or be disclosed to or relied upon by any other person save that they may be disclosed without such consent to:

(i) any person to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings; (ii) the directors, officers, employees, auditors and professional advisers of any Addressee; (iii) any affiliate of any Addressee and the directors, officers, employees, auditors and professional advisers of such affiliate; (iv) any Servicer (as defined in the Facility Agreement);

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(v) any person, not otherwise an addressee of this letter, who (i) becomes a lender in accordance with the Facility Agreement or (ii) is a potential transferee or assignee, or sub-participant, of any lender, and their respective professional advisers; (vi) any trustee with respect to any securities issued in connection with a securitisation of any of the Loans (as defined in the Facility Agreement); and (vii) each of Fitch Ratings Ltd., Moody's Investors Service, Inc. and Standard & Poors' Ratings Group, a division of McGraw Hill Companies, Inc., DBRS Ratings Limited and their respective professional advisers, on the basis that (i) such disclosure is made solely to enable any such person to be informed that a Valuation has been given and to be made aware of its terms but not for the purposes of reliance and (ii) (except in the case of any person referred to in (v) above which is an Addressee) we do not assume any duty or liability to any person to whom such disclosure is made and in preparing the Valuations we only had regard to the interests of our client(s).

In addition, the Valuations or a reference to and summary of them (and the methodologies and concepts on which it is based) may be included in any information memorandum, offering circular, registration statement or similar document as may be required to comply with any applicable laws, regulations or official guidelines relating to the issuance of or investment in any securitisation of the Loans in connection with the Facility Agreement.

If you agree to these terms, please sign below and return the signed copy to us at the above address. In any event, reliance by an Addressee on the Valuations is deemed acceptance of, agreement to, and acknowledgement of, the terms of this letter.

Yours faithfully

CUSHMAN & WAKEFIELD LLP

______Joachim Sandberg FRICS SAMPLE

______Francesca Prandi MRICS Mariacristina Laria MRICS

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On copy:

Acknowledged and agreed

______CBRE Loan Servicing Limited as facility agent and security agent for itself and on behalf of the Finance Parties under and as defined in the Facility Agreement

Date:______

SAMPLE

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