Primary Credit Analyst: Doug Paterson, London, (44)

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1 Standard & Poor s Ratings Services 17g-7(N) Representations & Warranties Disclosure Report AUG. 13, 2015 SEC Rule 17g-7(N) SEC Rule 17g-7(N) requires an NRSRO, for any report accompanying a credit rating relating to an asset-backed security as defined in the Rule, to include a description of the representations, warranties and enforcement mechanisms related to the assets available to investors and a description of how they differ from the representations, warranties and enforcement mechanisms in issuances of similar securities. This is Standard & Poor s Ratings Services 17g-7(N) Representations & Warranties Disclosure Report for the transaction shown in the title above. KMU Portfolio S.A., Compartment Asset-Backed Floating-Rate Notes (Including Unrated Asset-Backed Floating-Rate Notes) Primary Credit Analyst: Doug Paterson, London, (44) Secondary Contact: Giuseppina Martelli, Milan, (39) Additional Contact: Structured Finance Europe As required by SEC Rule 17g-7(N), this report includes only those representations, warranties and enforcement mechanisms related to the assets available to investors. This report does not include representations and warranties without a corresponding enforcement mechanism or remedy in the transaction documents that may be exercised by investors (or their representatives).

2 Table 1 No. Benchmark Transaction Representations And Warranties (Receivables Purchase Agreement And Incorporated Terms Memorandum ) 1 The [Seller] represents and warrants to the Issuer as at [the Purchase Date] that: On each Purchase Date, the Seller hereby represents and warrants to the Issuer the Seller Representations and Warranties. Receivables Representations and Warranties of the Seller As at the Closing Date and, in relation to any additional Offers, as at the relevant Additional Purchase Date, the Seller Warranties are accurate. Seller Warranties As at the Closing Date and, in relation to any additional Offers, as at the relevant Additional Purchase Date, the Seller represents and warrants the following: 2 Enforceability and Assignment. The Receivables exist and constitutes legally valid, binding and enforceable obligations of the respective Debtor. that the Receivables have been originated by the Seller in the ordinary course of the Seller's business and are in existence and are related to vehicles (including autos and other vehicles) or ships or equipment and have been created in compliance with all applicable laws; that the Finance Agreements are legally valid and assignable and are governed by the laws of Germany; 3 Identification. The Receivable may be segregated and identified at any time for purposes of ownership. 4 Governing Law. The Receivables and related contracts are governed by the laws of the [local jurisdiction]. that the Receivables may be segregated and identified at any time for purposes of ownership and related Financed Collateral; that all Receivables are governed by the laws of Germany; that the Finance Agreements are legally valid and assignable and are governed by the laws of Germany; 5 Selection Procedures. No Procedures adverse to the Beneficiaries were used by the [Seller] in selecting the Receivables from the [bank portfolio]. 6 Legal Title. The Receivable is a Receivable to which the [Seller] is fully entitled, free of any rights of any third party, over which the [Seller] may freely dispose and in respect of which the [Issuer] will, upon [payment of the purchase price for the receivable], acquire the title unencumbered by any counterclaim set-off right, other objection and Adverse Claims. 7 Rights of Disposal. The [Seller] can dispose of the Receivables free from rights of third parties and without the consent of the related Debtor. Not included in the Transaction. that such Receivable is free of rights of third parties, and has not been, in whole or in part, pledged, assigned, discounted, subrogated, transferred or seized or attached in any way and is free and clear of any adverse claims; that the Receivable can be validly transferred by way of sale and assignment, such transfer is not subject to any legal or contractual restriction which prevents the valid transfer thereof to the Issuer and, upon such transfer, such Receivable will not be available to the creditors of the Seller upon its insolvency; See Disclaimer on the last page. Page 2

3 8 Minimum Instalments. At least [#] instalment has been fully paid in respect of the Receivable. 9 Contract Term. The Receivable has a maximum remaining term of [#], and its original term is not greater than [#] months. 10 Receivable Origination. The Receivable was originated in the ordinary course of the [Sellers] business in accordance with the Credit and Collection Policy of the [Seller] and is based on the applicable general terms and conditions of business of the [Seller]. 11 Origination in line with applicable laws. The Receivable has been created in compliance with all applicable laws, rules and regulations and all required consents, approvals and authorisations have been obtained. 12 Eligibility Criteria. The Receivable complies with the [eligibility criteria]. that on the relevant Cut-Off Date at least one instalment has been paid in respect of each of the Finance Agreements; that the original maturity of each Receivable has maximum 96 months; that the Receivables have been originated by the Seller in the ordinary course of the Seller's business and are in existence and are related to vehicles (including autos and other vehicles) or ships or equipment and have been created in compliance with all applicable laws; that the Receivables have been originated by the Seller in the ordinary course of the Seller's business and are in existence and are related to vehicles (including autos and other vehicles) or ships or equipment and have been created in compliance with all applicable laws; that all Purchased Receivables are eligible in accordance with the Eligibility Criteria on the relevant Cut-Off Date; Eligible Receivables "Eligibility Criteria" means, in respect of any Receivable that is the subject of an Offer, as relevant: 13 Payment Delinquency. The Receivables was overdue not more than [#] days. that no Receivable is a Delinquent Receivable and no Receivable has been a Delinquent Receivable at any time during the six (6) months period immediately preceding the relevant Cut-Off Date; "Delinquent Receivable" means of any Cut-Off Date, a Purchased Receivable of which an amount of at least one Instalment is overdue for more than 30 calendar days, provided that such Purchased Receivable has not yet become Defaulted Receivable. 14 No Termination. The Receivable is due from a Debtor who is not insolvent or bankrupt and the contract under which the Receivable arises has not been terminated. that terminations of the Finance Agreements have not occurred and are not pending. that no Finance Agreement has been terminated, repudiated or rescinded by the Seller or, so far as the Seller is aware, terminated, repudiated or rescinded by any relevant Debtor; that no Receivable is a Defaulted Receivable; "Defaulted Receivables" means as of any Cut-Off Date any Purchased Loan Receivable in respect of which the relevant Finance Agreement has been terminated (gekündigt) in accordance with such Finance Agreement and the Credit and Collection Policy. 15 No Set-Off. The Receivable is not subject to any right of revocation, set-off or counter-claim or warranty claims of the Debtors. that the Debtor is not entitled to any right of rescission, set-off, counterclaim, contest, challenge or other defence (deriving from the Finance Agreement, See Disclaimer on the last page. Page 3

4 the respective vehicle, equipment or ship purchase agreement or otherwise) in respect of such Receivable; that the status and enforceability of the Receivables is not impaired due to warranty claims or any other rights (including claims which may be set-off) of the Debtor (even if the Issuer knew or could have known of the existence of such defences or rights on the relevant Cut-Off Date); 16 Debtor Affiliation. The Receivable is not due from a Debtor who is either an employee, affiliate or officer of the [Seller]. that none of the Debtors is an Affiliate of the Seller or of any of its Affiliates; that the relevant Debtor is not an employee of the Seller or of any of its Affiliates; 17 Currency. The Receivable is denominated and payable in [local currency]. that the Receivables are denominated in an amount payable in EUR; 18 Not included in the Benchmark. that the Receivables are not secured by security interests in German real estate, shares in a German limited liability company (Gesellschaft mit beschränkter Haftung) or an entrepreneurial company with limited liability (Unternehmensgesellschaft (haftungsbeschränkt)), ships registered in a German ship registry or an aircraft registered in Germany, or any interest in any of the foregoing; 19 Not included in the Benchmark. that the Receivables have monthly, quarterly or semiannual instalment payments; 20 Not included in the Benchmark. that the Financed Objects under the Finance Agreements are existing and, to the extent the Financed Objects are ships, these are not ships registered, or required to be registered, in a German register of shipping; 21 Not included in the Benchmark. that the title to each vehicle, equipment or ship to which such Receivable relates is held by the Seller as security for the financing of such vehicle, equipment or ship pursuant to a Finance Agreement; 22 Not included in the Benchmark. that none of the Debtor is a nation, state, international organisation or similar political entity who enjoys legal immunity; 23 Not included in the Benchmark. that the Finance Agreements have been entered into exclusively with Debtors which, if they are corporate entities have their registered office or, if they are individuals have their place of residence, in Germany; 24 Not included in the Benchmark. that payments under such Receivable are not subject to any withholding tax; 25 Not included in the Benchmark. that neither the Seller nor any of its agents has received written notice of any litigation, dispute or complaint subsisting, threatened or pending which affects or might affect any Debtor or any Finance Agreement or which may have an adverse effect on See Disclaimer on the last page. Page 4

5 the ability of an Debtor to perform its obligations under any Finance Agreement; 26 Not included in the Benchmark. that no proceedings have been taken by the Seller against any Debtor in respect of any Finance Agreement or Receivable and no judgment has been obtained in respect of any Debtor; 27 Not included in the Benchmark. that no Debtor entered into the relevant Finance Agreement as a consumer (Verbraucher) within the meaning of section 13 of the Civil Code and no Debtor is an individual who entered into the relevant Finance Agreement for purposes of taking up a commercial or self-employed occupation within the meaning of section 512 of the Civil Code (Existenzgründer); 28 Not included in the Benchmark. that interest payable by the Debtors under the Finance Agreement is calculated at a fixed interest rate; 29 Not included in the Benchmark. that the total current outstanding exposure of the Seller (before giving effect to the sale of the Receivables) per Debtor is below or equal to EUR 1,300,000; 30 Not included in the Benchmark. that the purchase of the Receivable does not result in a violation of any Concentration Limit. "Concentration Limit" means, that as of each Additional Purchase Date after having taken into account the purchase of any Receivables as of such Additional Purchase Date: (a) the aggregated Discounted Balance of all Purchased Receivables being ship loan receivables shall be equal to or less than 5 per cent. of the Outstanding Notes Balance, (b) the aggregated Discounted Balance of all Purchased Receivables being equipment loan receivables referring to Machinery shall be equal to or less than 45 per cent. of the Outstanding Notes Balance, (c) the aggregated Discounted Balance of all Purchased Receivables being equipment loan receivables referring to any equipment other than Machinery shall be equal to or less than 40 per cent. of the Outstanding Notes Balance, (d) the aggregated Discounted Balance of all Purchased Receivables being loan receivables referring to the same industry sector shall be equal to or less than 25 per cent. of the Outstanding Notes Balance; (e) the aggregated Discounted Balance of all Purchased Receivables with semi-annual instalment payments shall be equal to or less than 2 per cent. of the Outstanding Notes Balance; (f) the aggregated Discounted Balance of all Final See Disclaimer on the last page. Page 5

6 Balloon Instalments shall be equal to or less than 15 per cent. of the Outstanding Notes Balance, and (g) the aggregated Discounted Balance of all Purchased Receivables owed by the same Debtor shall not be greater than EUR 1,300, Not included in the Benchmark. that the purchase of the Receivable does not result in the Excess Spread to fall to equal to or below 1.25 per cent.; and Enforcement Mechanism(s) 32 Repurchase of Receivables. In the event of a breach of any of the warranties and representations set out in Parts [#] and [#] of Schedule [#], which could, in the reasonable opinion of the Issuer, have a Material Adverse Effect on the ability of the Issuer to receive full and timely payment on the related Purchased Receivable or the Issuer s obligations under the Transaction Documents (a) if such breach is capable of remedy the relevant [Seller] shall, within the [remedy period of # days], remedy such breach, or, (b) if such breach is not capable of remedy, or, if capable of remedy is not remedied within the [remedy period], the relevant [Seller] shall repurchase the relevant Purchased Receivables affected by such breach from the Issuer on the [monthly reporting date] following the expiration of the [remedy period] at a price equal to the [amount outstanding under the Receivable]. Deemed Collections Upon the occurrence of a Deemed Collection, the Seller shall be treated as having received a Collection in respect of the affected Purchased Receivable and shall pay to the Issuer at the time the Deemed Collection comes to the attention of either the Seller, the Issuer or the Trustee the then Discounted Balance of the affected Purchased Receivable. For the avoidance of doubt, this Clause 12.1 shall not apply solely because the respective Debtor fails to pay amounts lawfully owed by it (Delkredere). The Seller shall hold any Deemed Collection for and to the order of the Issuer and (for so long as the Seller is also acting as the Servicer) shall pay such Deemed Collection to the Issuer Account on the next Payment Date; or, if the Seller has ceased to contemporaneously act as the Servicer, the Seller shall, on the next Payment Date pay such Deemed Collection to the Issuer. "Deemed Collection" means the deemed Collection in respect of Purchased Receivables which the Seller shall pay to the Issuer on a calendar day on which (a) any Receivables Representation and Warranty of the Seller proves to be incorrect in respect of such Purchased Receivable as of the Closing Date or as of the relevant Additional Purchase Date, unless such non-compliance is fully remedied by the Seller to the satisfaction of the Trustee; or provided that, for the avoidance of doubt, no Deemed Collection shall be payable in respect of Eligible Receivables if the Debtor fails to make due payments solely as a result of its insolvency (Delkredererisiko). Any Deemed Collection shall be at an amount equal to the Discounted Balance(s) of the affected Purchased Receivable(s). 33 Issuer and Trustee Indemnification. Without limiting any other rights which the Issuer may have hereunder or under applicable law the [Seller] shall indemnify the Issuer and the Trustee and any permitted assigns and their respective officers, directors and employees (collectively, "Indemnified Parties") from and against any and all Liabilities imposed upon, awarded against or incurred by any of them in any action or proceeding between [Seller] and any of the Indemnified Parties or between any of the indemnified Parties Indemnity Without limiting any other rights which the Issuer may have hereunder or under applicable law, each of the Servicer and the Seller hereby agrees that each of them separately indemnifies the Issuer and its respective officers, directors and agents or any assignee of the Issuer's rights hereunder or under the Servicing Agreement (each an "Indemnified Party" See Disclaimer on the last page. Page 6

7 and any third party, in each case arising out of or as a result of breach by [Seller] of any of the Transaction Documents. and collectively, the "Indemnified Parties"), from and against any and all damages, losses, claims, liabilities, costs and expenses, especially reasonable attorneys' fees, if any, disbursements, including any value added tax thereon (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any Indemnified Party, arising out of or as a result of (i) any breach of an obligation of the Seller under a Transaction 2 Document and/or (ii) the acquisition of an interest, either directly or indirectly, by the Issuer in the Purchased Receivables and in the related Financed Collateral. In particular, but without limitation, to the generality of the foregoing, the Seller shall indemnify the Indemnified Parties for Indemnified Amounts relating to or resulting from: (a) reliance on any representation or warranty made by the Seller (or any authorised officers of the Seller), under or in connection with this Agreement or any other information or report delivered by the Seller which shall have been materially false, incorrect or omitting of any material fact at the time made or deemed to be made; excluding, however, (i) Indemnified Amounts resulting from the gross negligence or wilful misconduct on the part of the relevant Indemnified Party or (ii) Indemnified Amounts arising out of the failure of a Debtor to pay amounts lawfully owed in respect of a Purchased Receivable solely by reason of the relevant Debtor's inability to make payments (Zahlungsunfähigkeit/Delkredere). The Issuer hereby agrees to notify the Seller if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Issuer under Clause 5.1, but failing to so notify shall not affect the validity of such potential claim. 34 In Particular the [Seller] shall indemnify the Purchaser and any such other person against any liability, losses and damages arising from reliance on any information, representations, warranties or reports which the [Seller], or any officer thereof, has issued under this agreement or in relation hereto or which are derived therefrom and included in the Monthly Report and which were false, incorrect or incomplete at the time issued or deemed to be issued; Not included in the Transaction. 35 Not included in the Benchmark. Termination The Issuer shall at any time after the occurrence of a Servicer Termination Event and without prejudice to the Issuer's other rights by notice in writing to the Servicer terminate the appointment of the Servicer hereunder and designate as a successor Servicer any Person (including the Issuer itself) entitled to provide such services pursuant to applicable law and to succeed the Servicer, unless the Seller provides the Issuer with collateral satisfactory to the Issuer to secure its claims against the Servicer. See Disclaimer on the last page. Page 7

8 "Servicer Termination Event" means: (d) any of the Seller Representations and Warranties or the Servicer Representations and Warranties or any representation or warranty in any report provided by the Seller or the Servicer is materially false or incorrect, and such inaccuracy, if capable of remedy, is not remedied within ten (10) Business Days of written notice from the Issuer or the Trustee and has a Material Adverse Effect in relation to the Issuer; See Disclaimer on the last page. Page 8

9 The language in Standard & Poor s Ratings Services 17g-7(N) Representations & Warranties Disclosure Report reflects representations, warranties and enforcement mechanisms related to the assets available to investors that commonly appear in the transaction documents for a specific type of security. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbers have been replaced by a number symbol (Example: Section 5 now reads as Section # ). Proper nouns have been replaced with the bracketed name of the role the entity plays in the transaction (Example: ABC Corp now reads as [Seller]). Numbers or amounts specific to a deal have been replaced with a number symbol (Example: more than 30% now reads as more than #% ). Non-numerical characteristics have been replaced by a generic description (Example: financing of agricultural and construction equipment now reads as financing of [type of] equipment ). This Standard & Poor's Ratings Services 17g-7(N) Representations & Warranties Disclosure Report is not intended to be, and may not be relied upon as, legal advice. See Disclaimer on the last page. Page 9

10 Disclaimer Copyright 2015 by Standard & Poor s Financial Services LLC. All rights reserved. No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor s Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively S&P Parties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an as is basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P s opinions, analyses and rating acknowledgment decisions (described below) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making investment and other business decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, (free of charge), and and (subscription), and may be distributed through other means, including via S&P publications and third-party redistributors. Additional information about our ratings fees is available at STANDARD & POOR S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor s Financial Services LLC. See Disclaimer on the last page. Page 10

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