IMPORTANT NOTICE NOT FOR DISTRIBUTION TO ANY US PERSON OR TO ANY PERSON OR ...

428 Pages·2012·2.98 MB·English

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE
U.S.
IMPORTANT: You must read the following before continuing. The following applies to the offering
circular following this page, and you are therefore advised to read this carefully before reading, accessing
or making any other use of the offering circular. In accessing the offering circular, you agree to be bound
by the following terms and conditions, including any modifications to them any time you receive any
information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY THE SECURITIES OF THE ISSUER. THE
FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND,
IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S.
ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT
IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF BANK OF AMERICA MERRILL LYNCH
INTERNATIONAL LIMITED AND WHERE SUCH SALE FALLS WITHIN THE EXEMPTION
PROVIDED BY SECTION 20 OF THE FINAL RULES PROMULGATED UNDER SECTION 15 OF
THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "U.S. RISK
RETENTION RULES"), THE NOTES OFFERED AND SOLD BY THE ISSUER MAY NOT BE
PURCHASED BY, OR FOR THE ACCOUNT OR BENEFIT OF, ANY "U.S. PERSON" AS DEFINED
IN THE U.S. RISK RETENTION RULES ("RISK RETENTION U.S. PERSONS"). PROSPECTIVE
INVESTORS SHOULD NOTE THAT THE DEFINITION OF "U.S. PERSON" IN THE U.S. RISK
RETENTION RULES IS DIFFERENT FROM THE DEFINITION OF "U.S. PERSON" IN
REGULATION S, AND PERSONS WHO ARE NOT "U.S PERSONS" UNDER REGULATION S
MAY BE U.S. PERSONS UNDER THE U.S. RISK RETENTION RULES. EACH PURCHASER OF
NOTES, INCLUDING BENEFICIAL INTERESTS THEREIN, WILL BE DEEMED TO HAVE MADE
CERTAIN REPRESENTATIONS AND AGREEMENTS, INCLUDING THAT IT (1) IS NOT A RISK
RETENTION U.S. PERSON (UNLESS IT HAS OBTAINED A PRIOR WRITTEN CONSENT OF
BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED), (2) IS ACQUIRING SUCH
NOTE OR A BENEFICIAL INTEREST THEREIN FOR ITS OWN ACCOUNT AND NOT WITH A
VIEW TO DISTRIBUTE SUCH NOTE, AND (3) IS NOT ACQUIRING SUCH NOTE OR A
BENEFICIAL INTEREST THEREIN AS PART OF A SCHEME TO EVADE THE REQUIREMENTS
OF THE U.S. RISK RETENTION RULES.
This offering circular has been delivered to you on the basis that you are a person into whose possession
this offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which
you are located. By accessing the offering circular, you shall be deemed to have confirmed and
represented to us that (a) you have understood and agree to the terms set out herein, (b) you consent to
delivery of the offering circular by electronic transmission, (c) you are not a U.S. person (within the
meaning of Regulation S under the Securities Act) or acting for the account or benefit of a U.S. person
and the electronic mail address that you have given to us and to which this email has been delivered is not
located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia, (d)
you are a non-U.S. person (within the meaning of Rule 4.7 under the U.S. Commodities Exchange Act of
1936, as amended), and (e) if you are a person in the United Kingdom, then you are a person who (i) has
professional experience in matters relating to investments or (ii) is a high net worth entity falling within
Article 49(2)(a) to (d) of the Financial Services and Markets Act (Financial Promotion) Order 2005.
This offering circular has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of electronic transmission and
consequently neither Taurus 2017-2 UK DAC nor Bank of America Merrill Lynch nor any person who
controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any
liability or responsibility whatsoever in respect of any difference between the offering circular distributed
to you in electronic format and the hard copy version available to you on request from Bank of America
Merrill Lynch.
TAURUS 2017-2 UK DAC
(incorporated as a designated activity company with limited liability in Ireland with registered number 611923 (the Issuer))
£164,480,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2027 (the Class A Notes)
£100,000 Class X Commercial Mortgage Backed Fixed Rate Notes due 2027 (the Class X Notes)
£53,220,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2027 (the Class B Notes)
£33,690,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2027 (the Class C Notes)
£51,830,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2027 (the Class D Notes)
£44,709,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2027 (the Class E Notes)
(together, the "Notes")
This document (the "Offering Circular") constitutes listing particulars in respect of the admission of Notes to the Official List and to trading on the
Global Exchange Market of the Irish Stock Exchange. Application has been made to The Irish Stock Exchange plc (the "Irish Stock Exchange") for
the Notes to be admitted to its Official List and trading on the Global Exchange Market. The Global Exchange Market is the exchange regulated market
of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of the Prospectus Directive (as defined below).
Application has been made to the Irish Stock Exchange for the approval of these listing particulars.
Key Characteristics of the Notes
Class A Notes Class X Notes Class B Notes Class C Notes Class D Notes Class E Notes
Initial Principal Amount £164,480,000 £100,000 £53,220,000 £33,690.000 £51,830,000 £44,709,000
Issue Price 100 per cent. 100 per cent. 100 per cent. 100 per cent. 100 per cent. 100 per cent.
Relevant Margin (p.a.)(1) 0.85 per cent. N/A 1.40 per cent. 1.85 per cent. 2.50 per cent. 3.65 per cent.
Reference Rate(1) 3-month LIBOR N/A 3-month LIBOR 3-month LIBOR 3-month LIBOR 3-month LIBOR
Expected Note Maturity Date 17 November 2022 17 November 2022 17 November 2022 17 November 2022 17 November 2022 17 November 2022
Final Note Maturity Date 17 November 2027 17 November 2027 17 November 2027 17 November 2027 17 November 2027 17 November 2027
Ratings(2) Fitch AAA(sf) NR/NR AA-(sf) A(sf) BBB(sf) BB(sf)
DBRS AAA(sf) NR/NR AA(sf) A(low)(sf) BBB(low)(sf) BB(low)(sf)
Interest Accrual Method Actual/365 Actual/365 Actual/365 Actual/365 Actual/365 Actual/365
Note Payment Dates Quarterly on 17 February, 17 May, 17 August and 17 November in each year.
First Note Payment Date 17 February 2018
Application of Principal Prior to delivery of a Note Acceleration Notice, the occurrence of a Loan Failure Event or the Issuer Security becoming enfor ceable,
Receipts principal is applied pro rata with the exception of Cash Trap Principal (meaning, broadly, any principal received by the Issuer that
represents amounts standing to the credit of the Cash Trap Account applied in prepayment of the Loan – see "Description of the Facility
Agreement – Cash Trap Account") which is applied sequentially.
Following the delivery of a Note Acceleration Notice, the occurrence of a Loan Failure Event or the Issuer Security becoming enforceable,
all available funds shall be applied on a sequential basis.
No Principal Receipts will be allocated to the Class X Notes.
Business Day convention Modified following
Minimum denominations £100,000 and integral multiples of £1,000 in excess thereof
ISIN XS1719092873 XS1719093681 XS1719093095 XS1719093251 XS1719093335 XS1719093418
Common Code 171909287 171909368 171909309 171909325 171909333 171909341
_______________
(1)
Up to the Expected Note Maturity Date, all of the Notes (other than the Class X Notes) will bear interest at (a) three-month LIBOR (subject to a
floor of zero) (or, in the case of the first Note Interest Period, the linear interpolation of 2-month and 3-month LIBOR deposits plus (b) the
Relevant Margin specified above. For each Note Interest Period occurring on or after the Expected Note Maturity Date, the LIBOR component of
the Rate of Interest payable on the Notes (other than the Class X Notes) will be capped at 5 per cent. per annum. To the extent that LIBOR
exceeds 5 per cent. per annum (such excess amount, the "LIBOR Excess Amount"), the LIBOR Excess Amount will be payable to Noteholders.
This amount will be subordinated and will be deferred to the extent that insufficient funds are available to the Issuer to make the payment. The
ratings assigned to the Notes do not address the likelihood of receipt of any such LIBOR Excess Amount. The Class X Notes will bear interest on
the aggregate Principal Amount Outstanding of the Class X Notes at a fixed rate as set out in Condition 5.4(d).
(2)
The ratings assigned by Fitch address the likelihood of: (a) timely payment of any interest due to the Noteholders in respect of the Notes on each
Note Payment Date; and (b) full repayment of principal on the Notes by a date that is not later than the Final Note Maturity Date. DBRS ratings
address the likelihood of timely payment of interest and ultimate payment of principal to the Notes in accordance with the terms under which the
Notes have been issued. The ratings assigned to the Notes do not address payment of any LIBOR Excess Amounts or Exit Payment Amounts in
respect of the Notes. The assignment of ratings to the Notes is not a recommendation to invest in the Notes. Any credit rating assigned to the
Notes may be revised, suspended or withdrawn at any time. The Rating Agencies have informed the Issuer that the "sf" designation in the ratings
represents an identifier of structured finance product ratings and was implemented by the Rating Agencies for the ratings of structured finance
products as of August 2010. For additional information about this identifier, prospective investors can go to www.fitchratings.com and
www.dbrs.com. Each of the Rating Agencies is established in the European Union and is registered under the CRA Regulation. As such, each
Rating Agency is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
(3)
On any Note Payment Date (prior to the service of a Note Acceleration Notice), interest due and payable on the Class E Notes is subject to a cap
equal to the lesser of (a) the Class E Interest Amount; and (b) the Class E Adjusted Interest Payment Amount, where such difference is
attributable to a reduction in the interest-bearing balance of the Securitised Loan due to prepayments on the Loan (whether arising voluntarily or
otherwise and including through the application of Cash Trap Principal) or as a result of a Final Recovery Determination having been made in
respect thereof. Amounts of interest that would otherwise be represented by any such difference between the Class E Adjusted Interest Payment
Amount and the Class E Interest Amount shall be extinguished on such Note Payment Date and the Class E Noteholders shall have no claim
against the Issuer in respect thereof.
Arranger and Lead Manager
Bank of America Merrill Lynch
The date of this Offering Circular is 1 December 2017
This Offering Circular and any documents incorporated by reference herein or therein will be published in electronic form on the website of the
Irish Stock Exchange (www.ise.ie).
Before making any decision to invest in the Notes, potential Noteholders should pay particular attention to the section herein entitled "Risk
Factors" starting on page 52.
Closing Date The Issuer expects to issue the Notes in the classes set out above on or about 6
December 2017 (or such later date as the Issuer and the Lead Manager may
agree) (the "Closing Date").
Underlying assets The Issuer will make payments on the Notes from, inter alia, payments of
principal and interest received by the Issuer under loans advanced by the Loan
Seller to the Borrowers pursuant to the Facility Agreement (together, the
"Loan"). On the Closing Date, the Issuer will acquire an approximately 95 per
cent. interest in the Loan (the "Securitised Loan") pursuant to the Loan Sale
Documents. Payments under the Securitised Loan due to the Issuer will be
allocated to the Notes and applied in accordance with the Issuer Priorities of
Payments.
There is also a mezzanine facility which is structurally and contractually
subordinated to the Loan drawn under the Facility Agreement. See the section
entitled "Description of the Mezzanine Facility Agreement ".
The Loan will be secured by, among other things, a portfolio of logistics and
industrial properties located throughout England and Scotland (each a "Property"
and together the "Property Portfolio ").
See sections entitled "Description of the Facility Agreement ", "The key
characteristics of the Loan Security" and "Description of the Property Portfolio"
for more detail.
Use of proceeds To acquire the Securitised Loan from the Loan Seller pursuant to the Loan Sale
Documents and to fund the Class X Account in an amount of £100,000.
Credit enhancement Subordination of junior ranking Notes, except that (a) following the Class X
Trigger Event, payment of interest on the Class X Notes will be subordinated to
repayments of principal and payments of interest on the Class A Notes, the Class
B Notes, the Class C Notes, the Class D Notes and the Class E Notes; and (b)
Non-Cash Trap Principal is applied pro rata across the Notes while the Pre-
Enforcement Revenue Priority of Payments applies. See Condition 3 (Status and
Relationship between the Notes and the Issuer Security) in the section entitled
"Terms and Conditions of the Notes" for more detail.
Liquidity support A liquidity facility will be available to fund, inter alia, payments of interest in
respect of the Class A Notes and the Class B Notes in the amount of £8,000,000
(the "Liquidity Facility"). See the section entitled "The Liquidity Facility
Agreement" for more information.
Redemption Information on the optional and mandatory redemption of the Notes is
provisions summarised in the section entitled "Transaction overview – Overview of the key
provisions of the Notes" and is set out in full in Condition 7 (Redemption) in the
section entitled "Terms and Conditions of the Notes". Unless previously redeemed
in full in accordance with the Conditions, the Notes will be redeemed in full on
the Final Note Maturity Date.
Rating Agencies Fitch and DBRS
The ratings assigned by Fitch address the likelihood of: (a) timely payment of any
interest due to the Noteholders in respect of the Notes on each Note Payment
Date; and (b) full repayment of principal on the Notes by a date that is not later
than the Final Note Maturity Date. DBRS ratings address the likelihood of timely
payment of interest and ultimate payment of principal to the Notes in accordance
with the terms under which the Notes have been issued. The ratings assigned to
the Notes do not address payment of any LIBOR Excess Amounts, Exit Payment
Amounts or Pro Rata Default Interest Amounts in respect of the Notes.

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In general, European regulated investors are restricted from using a rating for
regulatory purposes other than a rating issued by a credit rating agency
established in the European Union and registered under the CRA Regulation,
unless the rating is provided by a credit rating agency that operated in the
European Union before 7 June 2010 and which has submitted an application for
registration in accordance with the CRA Regulation and such application for
registration has not been refused. As at the date of this Offering Circular, each of
the Rating Agencies is established in the European Union and has been registered
in accordance with the CRA Regulation.
Listing The Global Exchange Market of the Irish Stock Exchange.
Limited recourse The Notes will be limited recourse obligations of the Issuer alone and will not be
obligations guaranteed by, or be the responsibility of, any other entity. The Notes will not be
obligations of Bank of America Merrill Lynch, the Loan Seller, any of their
respective affiliates or any other party, other than the Issuer, named in this
Offering Circular.
EU Retention See the section entitled "Regulatory Disclosure" for information.
undertaking
US Risk Retention The transaction described in this Offering Circular is not intended to involve the
Rules retention by a sponsor of at least 5 per cent. of the credit risk of the securitized
assets for purposes of compliance with the final rules promulgated under Section
15G of the Securities Exchange Act of 1934, as amended (the "U.S. Risk
Retention Rules"), but rather intends to rely on an exemption provided for in
Section 20 of the U.S. Risk Retention Rules regarding non-U.S. transactions.
See the risk factor entitled "Risk Factors –U.S. Risk Retention" for more detail
Risk factors The section entitled "Risk Factors" contains details of certain risks and other
factors to which prospective investors should give particular consideration before
investing in the Notes. Prospective investors should be aware of the issues
summarised within that section. An investment in the Notes is suitable only for
sophisticated investors who are capable of evaluating the merits and risks of such
investment and who have sufficient resources to bear any loss which may result
from such investment.
Definitions A list of the defined terms used in this Offering Circular is set out in the section
entitled "Glossary of Defined Terms".

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OR
"BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
THEREFORE MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND ANY APPLICABLE STATE OR FEDERAL SECURITIES LAWS.
ACCORDINGLY, THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED
STATES TO PERSONS OTHER THAN U.S. PERSONS IN RELIANCE ON REGULATION S
UNDER THE SECURITIES ACT. IN ADDITION, THE ISSUER HAS NOT BEEN REGISTERED
AND DOES NOT INTEND TO REGISTER AS AN INVESTMENT COMPANY UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY
ACT"). THE NOTES ARE NOT TRANSFERABLE EXCEPT UPON SATISFACTION OF CERTAIN
CONDITIONS AS DESCRIBED UNDER "TRANSFER RESTRICTIONS" HEREIN.
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF BANK OF AMERICA MERRILL LYNCH
INTERNATIONAL LIMITED AND WHERE SUCH SALE FALLS WITHIN THE EXEMPTION
PROVIDED BY SECTION 20 OF THE U.S. RISK RETENTION RULES, THE NOTES OFFERED
AND SOLD BY THE ISSUER MAY NOT BE PURCHASED BY, OR FOR THE ACCOUNT OR

- ii -
BENEFIT OF, ANY "U.S. PERSON" AS DEFINED IN THE U.S. RISK RETENTION RULES ("RISK
RETENTION U.S. PERSONS"). PROSPECTIVE INVESTORS SHOULD NOTE THAT THE
DEFINITION OF "U.S. PERSON" IN THE U.S. RISK RETENTION RULES IS SUBSTANTIALLY
SIMILAR TO, BUT NOT IDENTICAL TO, THE DEFINITION OF "U.S. PERSON" IN REGULATION
S. EACH PURCHASER OF NOTES, INCLUDING BENEFICIAL INTERESTS THEREIN, WILL BE
DEEMED TO HAVE MADE CERTAIN REPRESENTATIONS AND AGREEMENTS, INCLUDING
THAT IT (1) IS NOT A RISK RETENTION U.S. PERSON (UNLESS IT HAS OBTAINED A PRIOR
WRITTEN CONSENT OF BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED),
(2) IS ACQUIRING SUCH NOTE OR A BENEFICIAL INTEREST THEREIN FOR ITS OWN
ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTE SUCH NOTE, AND (3) IS NOT
ACQUIRING SUCH NOTE OR A BENEFICIAL INTEREST THEREIN AS PART OF A SCHEME TO
EVADE THE REQUIREMENTS OF THE U.S. RISK RETENTION RULES.
If any withholding or deduction for or on account of tax is applicable to payments in respect of the Notes,
such payments will be made subject to such withholding or deduction, without the Issuer being obliged to
pay any additional amounts as a consequence.
The Notes of each Class will initially be represented by a global note in registered form for such Class of
Notes, which will be deposited on or about the Closing Date with a common safekeeper for Euroclear and
Clearstream, Luxembourg and registered in the name of a nominee of the common safekeeper. Ownership
interests in the Global Notes will be shown on, and transfers thereof will only be effected through, records
maintained by Euroclear and Clearstream, Luxembourg and their respective participants. The Global
Notes will be exchangeable for Definitive Notes in registered form only in certain limited circumstances
set out herein.

- iii -
INVESTOR NOTICES
IMPORTANT NOTICE
The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be
restricted by law. No representation is made by the Issuer, the Note Trustee, the Issuer Security Trustee,
the Agents, the Arranger or the Lead Manager or any other person that this Offering Circular may be
lawfully distributed, or that the Notes may be lawfully offered in compliance with any applicable
registration or other requirements, in any such jurisdiction, or pursuant to an exemption available
thereunder, and none of them assumes any responsibility for facilitating any such distribution or offering.
No action has been or will be taken to permit a public offering of the Notes or the distribution of this
Offering Circular in any jurisdiction where action for that purpose is required. Persons into whose
possession this Offering Circular (or any part hereof) comes are required by the Issuer, the Arranger and
the Lead Manager to inform themselves about, and to observe, any such restrictions. Neither this Offering
Circular nor any part hereof constitutes an offer of, or an invitation by or on behalf of the Issuer, the Note
Trustee, the Issuer Security Trustee, the Arranger or the Lead Manager or any other person to subscribe
for or purchase any of, the Notes and neither this Offering Circular nor any part hereof may be used for or
in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in
which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such
offer or solicitation.
For a further description of certain restrictions on offers and sales of the Notes and distribution of this
Offering Circular (or any part hereof), see the sections entitled "Subscription and Sale" and "Transfer
Restrictions".
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Offering Circular is in accordance with the facts and does not omit anything
likely to affect the import of such information.
Where information has been indicated to have been sourced from a third party, the Issuer confirms that
this information has been accurately reproduced and that, as far as the Issuer is aware and is able to
ascertain from information published by such third party, no facts have been omitted which would render
the reproduced information inaccurate or misleading. The Issuer has not verified the figures, market data
and other information contained in the publicly available sources and does not assume any responsibility
for the accuracy of the figures, market data or other information from the publicly available sources.
The Hedge Counterparty and the Liquidity Facility Provider both accept responsibility for the information
contained in the section of this Offering Circular entitled "Description of the Hedge Counterparty and the
Liquidity Facility Provider", insofar as the same relates to them. To the best of the knowledge and belief
of the Hedge Counterparty and the Liquidity Facility Provider (having taken all reasonable care to ensure
that such is the case), the information contained in the section of this Offering Circular entitled
"Description of the Hedge Counterparty and the Liquidity Facility Provider" (insofar as the same relates
to them) is in accordance with the facts and does not omit anything likely to affect the import of such
information.
CBRE accepts responsibility for the information contained in the section of this Offering Circular entitled
"Description of the Servicer and the Special Servicer", insofar as the same relates to it. To the best of the
knowledge and belief of CBRE (having taken all reasonable care to ensure that such is the case), the
information contained in the section of this Offering Circular entitled "Description of the Servicer and the
Special Servicer" (insofar as the same relates to it) is in accordance with the facts and does not omit
anything likely to affect the import of such information.
BNY Mellon Corporate Trustee Services Limited and The Bank of New York Mellon, London Branch
both accept joint and several responsibility for the information contained in the sections of this Offering
Circular entitled "Description of the Note Trustee and the Issuer Security Trustee" and "Description of the
Issuer Cash Manager and the Issuer Account Bank", insofar as the same relates to each of them
respectively. To the best of the knowledge and belief of BNY Mellon Corporate Trustee Services Limited
and The Bank of New York Mellon, London Branch (each having taken all reasonable care to ensure that
such is the case), the information contained in the sections of this Offering Circular entitled "Description

- iv -
of the Note Trustee and the Issuer Security Trustee" and "Description of the Issuer Cash Manager and the
Issuer Account Bank" (insofar as the same relates to each of them respectively) is in accordance with the
facts and does not omit anything likely to affect the import of such information.
Other than as described above in relation to the sections entitled "Description of the Liquidity Facility
Provider", "Description of the Servicer and the Special Servicer", "Description of the Note Trustee and
the Issuer Security Trustee" and "Description of the Issuer Cash Manager and the Issuer Account Bank",
none of the Arranger, the Lead Manager, the Loan Seller or the Issuer Related Parties has separately
verified the information contained in this Offering Circular. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger, the
Lead Manager, the Loan Seller or the Issuer Related Parties as to the accuracy or completeness of the
information contained in this Offering Circular or any other information supplied in connection with the
Notes. Each person receiving this Offering Circular acknowledges that such person has not relied on the
Arranger, the Lead Manager, the Loan Seller or the Issuer Related Parties or on any person affiliated with
any of them in connection with its investigation of the accuracy of such information or its investment
decision.
CBRE ("CBRE") accepts responsibility for the Initial Valuation incorporated by reference in this
Offering Circular. To the best of CBRE's knowledge and belief (having taken all reasonable care to
ensure that such is the case), the information contained in the Initial Valuation is in accordance with the
facts and does not omit anything likely to affect the accuracy of such information.
No person is or has been authorised in connection with the issue and sale of the Notes to give any
information or to make any representation not contained in this Offering Circular and, if given or made,
such information or representation must not be relied upon as having been authorised by or on behalf of
the Issuer or by or on behalf of the Arranger, the Lead Manager, the Loan Seller, the Issuer Related
Parties or any of their respective affiliates, associated bodies or shareholders or the shareholders of the
Issuer. Neither the delivery of this Offering Circular nor any sale or allotment made in connection with
the offering of any of the Notes will, under any circumstances, constitute a representation or create any
implication that there has been any change in the information contained herein since the date hereof or
that the information contained herein is correct as of any time subsequent to its date.
The Notes and interest thereon will not be obligations or responsibilities of any person other than the
Issuer, which obligations will be limited recourse obligations in accordance with the terms thereof. In
particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Arranger, the
Lead Manager, the Issuer Related Parties, the Loan Seller, any associated body of the Arranger, the Lead
Manager, the Issuer Related Parties or the Loan Seller or any of their respective affiliates or shareholders
or the shareholders of the Issuer and none of such persons accepts any liability whatsoever in respect of
any failure by the Issuer to make payment of any amount due on the Notes.
The Issuer is not, and will not be, regulated by the Central Bank of Ireland by virtue of the issuance of the
Notes. Any investment in the Notes does not have the status of a bank deposit and is not subject to the
deposit protection scheme operated by the Central Bank of Ireland.
The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This means that
the Notes are intended upon issue to be deposited with one of Euroclear or Clearstream, Luxembourg as
Common Safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral
for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at
any or all times during their life. Such recognition will depend upon the ECB being satisfied that the
Eurosystem eligibility criteria have been met. Any websites referred to in this Offering Circular are for
information purposes only and do not form part of this Offering Circular.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER U.S. OR
STATE REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING CIRCULAR. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

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OFFEREE ACKNOWLEDGEMENTS
Each person receiving this Offering Circular, by acceptance hereof, hereby acknowledges that this
Offering Circular has been prepared by the Issuer solely for the purpose of offering the Notes described
herein. Notwithstanding any investigation that the Arranger or the Lead Manager may have made with
respect to the information set out herein, this Offering Circular does not constitute, and will not be
construed as, any representation or warranty by the Arranger or the Lead Manager to the adequacy or
accuracy of the information set out herein. Delivery of this Offering Circular to any person other than the
prospective investor and those persons, if any, retained to advise such prospective investor with respect to
the possible offer and sale of the Notes is unauthorised, and any disclosure of any of its contents for any
purpose other than considering an investment in the Notes is strictly prohibited. A prospective investor
will not be entitled to, and must not rely on, this Offering Circular unless it was furnished to such
prospective investor directly by the Issuer or the Lead Manager or the Arranger.
The obligations of the parties to the transactions contemplated herein are set out in and will be governed
by certain documents described in this Offering Circular, and all of the statements and information
contained in this Offering Circular are qualified in their entirety by reference to such documents. This
Offering Circular contains summaries, which the Issuer believes to be accurate, of certain of these
documents, but for a complete description of the rights and obligations summarised herein, reference is
hereby made to the actual documents, copies of some of which may (on giving reasonable notice) be
obtained from the Paying Agents (refer to Condition 4.3 (Issuer Transaction Documents) for more
details).
EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT: (A) SUCH
PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW, AND
HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE NECESSARY
TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION HEREIN; (B)
SUCH PERSON HAS NOT RELIED ON THE ARRANGER OR THE LEAD MANAGER OR ANY
PERSON AFFILIATED WITH THE ARRANGER OR THE LEAD MANAGER IN CONNECTION
WITH ITS INVESTIGATION OF THE ACCURACY OF SUCH INFORMATION OR ITS
INVESTMENT DECISION; (C) NO PERSON HAS BEEN AUTHORISED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THE NOTES OTHER
THAN AS CONTAINED HEREIN, AND, IF GIVEN OR MADE, ANY SUCH OTHER
INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON AS HAVING BEEN
AUTHORISED; AND (D) NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR ANY
SALE MADE HEREUNDER WILL CREATE ANY IMPLICATION THAT THE INFORMATION
HEREIN IS CORRECT AS AT ANY TIME SINCE THE DATE HEREOF. EACH PROSPECTIVE
PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND TAX ADVISERS FOR
INVESTMENT, LEGAL AND TAX ADVICE AND AS TO THE DESIRABILITY AND
CONSEQUENCES OF AN INVESTMENT IN THE NOTES.

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