Valuation Report
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VALUATION REPORT Project Logo Comprising 3 Logistic Assets Located in Italy Bank of America Merill Lynch International Limited Valuation Date: 30 November 2017 In these terms and conditions (“Terms”) the following terms have the following meanings: "Associated Person" means all associated partnerships, corporations and undertakings which carry the name (or related name) of CBRE and, as appropriate, its or their members, partners, shareholders, officers, employees and consultants; "Client" means Bank of America any of its subsidiaries or companies within its group; "CBRE" means CBRE; "Properties" means those forming Project Logo and Camelot; "Reports" means the summaries of the Properties prepared by us for the Client (including any schedules, annexures, appendices and/or attachments thereto); "Transaction" means the transaction defined as such in the Heads. 1. CBRE understands that you wish to be provided with copies of the Reports. CBRE and the Client have authorised that copies of the Reports be provided to you subject to these Terms. 2. In consideration of CBRE and the Client agreeing to make the Reports available to you, you hereby agree and acknowledge for the benefit of CBRE, the Client and any Associated Person that: a. CBRE’s work in preparing the Reports was undertaken, and such Reports were produced, solely in accordance with the terms of CBRE’s engagement agreed with the Client or relevant addressee(s), and in respect of the Reports, constitute Reports to the Client or relevant addressee(s) alone; b. CBRE will not enter into any further correspondence or communication with you in relation to the Reports, nor will the Reports be updated to take account of any events or circumstances arising after the date of such Reports; c. in providing you with copies of the Reports, neither CBRE nor any other Associated Person has or assumes any responsibility or liability to you, or any of your directors, officers, partners, agents, employees or advisers, whether in contract, tort (including negligence) or otherwise; d. the Reports are provided to you for information only as set out in the next sub- paragraph, you cannot and will not rely on the Reports or any facts, findings or information contained within them, and it is for you to form your own view or take your own property and other professional advice in connection with your entering into the Transaction independently of and without any reliance on the Reports; e. the Reports are provided to you only for the limited purpose of assisting you to familiarise yourself with the Properties, and you will only use the Reports for that limited purpose. CBRE makes no representations and gives no warranties as to the accuracy or otherwise of any of the facts or other information set out in the Reports; f. the Client and its respective directors, officers, employees and agents have no liability or responsibility to you in connection with the Reports; g. subject to the next sub-paragraph, you will keep the Reports strictly confidential and will not: i. disclose or pass the Reports, in whole or in part, to any third parties by any means; or ii. quote or refer to the Reports, in whole or part, in any communication with any third parties, and neither CBRE, nor any Associated Persons nor the Client accept liability or responsibility to any third party who may gain access to the Reports; and h. you may: i. disclose the Reports, in whole or in part, if compelled to do so by law, regulation or the order of a court of competent jurisdiction (but then only to the extent of such compulsion); ii. disclose any information contained in the Reports to the extent that you can demonstrate that it is already in the public domain, other than by reason of a breach of any provision of these Terms by you or by any person you are permitted to disclose such information to pursuant to the terms of these Terms; iii. provide copies of the Reports or any part thereof to your professional advisers for the purposes of seeking advice in relation to the Transaction and provided that in such a case, such advisers each confirm in writing to you that they will keep the Reports strictly confidential and will not disclose the Reports or any findings or information contained within them, any such disclosure to your professional advisers also being conditional on their written acknowledgement to you that neither CBRE nor any other Associated Person nor the Client nor its respective directors, officers, employees and agents accepts any responsibility or liability to them in respect of the Reports. You will on demand provide CBRE with a certificate to that effect; iv. with CBRE’s and the Client’s prior written consent, disclose the Reports to such other person and on such terms as CBRE or the Client may specify; and i. some or all of the Reports may contain price sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and you undertake not to use any Report for any unlawful purpose. 3. The provisions of these Terms do not operate to exclude or limit any liability (including fraud) to the extent that any such liability may not be excluded or limited by law. 4. If a provision of these Terms is found to be illegal, invalid or unenforceable, then, to the extent it is illegal, invalid or unenforceable, that provision will be given no effect and will be treated as though it were not included, but the validity or enforceability of the remaining provisions of these Terms agreement will not be affected. 5. CBRE, the Client, and any Associated Person may enforce these Terms directly against you subject to and in accordance with these Terms. No other person has any rights to enforce any of these Terms. 6. These Terms may not be varied or terminated without CBRE’s and the Client’s prior written consent and, subject to such consent being received, these Terms may be varied or terminated without the consent of any Associated Person. 7. By accepting these Terms, you agree to be bound by them and you further represent that you have the authority to do so on behalf of your employer or the entity that you represent. 8. These Terms are governed by, construed and take effect in accordance with the laws of England and Wales. 9. The courts of England and Wales have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise in any way whatsoever out of or in connection with these Terms or the legal relationships established by these Terms. VALUATION REPORT 2 TABLE OF CONTENTS 1 VALUATION REPORT 2 SCHEDULE OF VALUES 3 PROPERTY REPORTS 4 MARKET REPORT 5 LETTER OF INSTRUCTION 6 ARGUS FILES The contents of this Report may only be relied upon by: (i) Addressees of the Report; or (ii) Parties who have received prior written consent from CBRE in the form of a reliance letter. This Report is to be read and construed in its entirety and reliance on this Report is strictly subject to the disclaimers and limitations on liability on page 17. Please review this information prior to acting in reliance on the contents of this Report. If you do not understand this information, we recommend you seek independent legal counsel. VALUATION REPORT 3 1 VALUATION REPORT VALUATION REPORT 4 VALUATION REPORT CBRE Limited Henrietta House Henrietta Place London W1G 0NB U.K. Switchboard +44 (0) 20 7182 2000 Fax + 44 (0) 20 7182 2001 Report Date 30 November 2017 Addressee Bank of America Merrill Lynch International Limited 2 King Edward Street London EC1A 1HQ For the attention of: Wayne R. Miller, FRICS, MAI, AI-GRS Senior Vice President This report may be relied upon by Bank of America Merrill Lynch International Limited and its affiliates, successors and/or assigns; the selected Facility Agent, its successors and/or assigns; and the selected Security Agent, its successors and/or assigns, in connection with their respective consideration of the extension of credit related to the property and/or the beneficial ownership thereof (the "Loan Financing"). This information also may be relied upon by any actual or prospective purchaser, co-lender, participant, investor, transferee, assignee and servicer of the Loan Financing, any arranger of the Loan Financing and their assigns, any actual or prospective investor (including agents and advisors) in any securities evidencing a beneficial interest in, or backed by, the Loan Financing, any rating agencies actually or prospectively rating any such securities, any indenture trustee and any institutional provider(s) from time to time of any liquidity facility or credit support for such Loan Financing (together the "Beneficiaries"). A Beneficiary shall be permitted to rely on the report only on the condition that it acknowledges that the valuers shall not be liable to the Beneficiary for any special, indirect or consequential, damages and that the valuers' total aggregate liability to all lenders, agents, Beneficiaries and any other third party who seeks to rely on the report (the "Aggregate Cap") shall be limited VALUATION REPORT 5 to a sum not to exceed the lesser of 25% of the market value or twenty million pounds (20,000,000 GBP). Reliance by the Beneficiaries and any other third parties on the report shall constitute deemed acceptance of the above provisions in this paragraph and that any matters or disputes arising as a result shall be governed by English law and subject to the exclusive jurisdiction of the English courts. This report may be disclosed, without reliance, to any rating agency in connection with a Securitization." 2) Also, for letter of transmittal: "Bank of America Merrill Lynch makes no warranties or representations regarding this document or the conclusions contained herein." The Properties The portfolio consists of 3 Logistics Assets in Italy Property Description As indicated in our property report below.