Concord Funding Co. LLC (Series 2013-1) - Standard and Poor's ...

March 22, 2013SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in theRule, to include a descriptionof the representations,warranties and enforcementmechanisms available toinvestors and a description ofhow they differ from therepresentations, warrantiesand enforcementmechanisms in issuances ofsimilar securities.This is Standard &Poor’s Ratings Services’17g-7 Disclosure Reportfor the transactionshown in the titleabove.Concord Funding Co. LLC(Series 2013-1)Fixed-rate asset-backed secured term notesseries 2013-1 due Feb. 15, 2015Primary Credit Analyst:Alfredo De Diego Arozamena, New York, (1) 212-438-2414alfredo_dediegoarozamena@standardandpoors.comSecondary Contact:John Lampasona, New York, (1) 212-438-3619john_lampasona@standardandpoors.comAnalytical Manager, U.S. Structured Credit New Issuance:Winston Chang, New York, (1) 212-438-8123winston_chang@standardandpoors.comAs required by SEC Rule 17g-7, this report includes only those representations, warrantiesand enforcement mechanisms available to investors. This report does not includerepresentations and warranties without a corresponding enforcement mechanism orremedy in the transaction documents that may be exercised by investors (or theirrepresentatives).

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCdue from any Person that does not have a mailing address inthe United States of America.12 No Consumer Receivables. None of the Receivables is aconsumer receivable.Not included in the Transaction.13 Not more than #% of the Aggregate Statistical Contract Valueof the Receivables w ill represent Contracts for the financingof [type of] equipment.Not included in the Transaction.14 List of Contracts. The information set forth in the List ofContracts (as the same may be amended or deemedamended in respect of a conveyance of Substitute Contractson a Subsequent Transfer Date) is true, complete and correctas of the applicable Cutoff Date.Not included in the Transaction.15 Selection Procedures. No selection procedures determined bythe Originator to be materially adverse to the interests of theIssuer or the Noteholders w ere utilized by the Originator inselecting the Contracts to be sold, assigned, transferred, setover and otherw ise conveyed hereunder.Not included in the Transaction.16 All Applicable Law , including, w ithout limitation, usury law s, ifany, in respect of the Contract have been complied w ith, andthe Contract complied at the time it w as originated or madeand as of the Closing Date or related Cutoff Date w ill complyw ith all Applicable Law s of the jurisdiction in w hich it w asoriginated.Not included in the Transaction.17 The contract is not a Defaulted Contract. Not included in the Transaction.18 The Contract is not more than # days past due as of theapplicable Cut-Off Date.Not included in the Transaction.19 The Contract w as not originated nor w as it subject to thelaw s of any jurisdiction the law s of w hich w ould makeunlaw ful the sale, transfer and assignment of such Contractunder this Agreement.Not included in the Transaction.20 The Obligor of the Contract is not, as of the applicable CutoffDate, subject to any Insolvency Event.Not included in the Transaction.21 Each contract provides for either monthly, quarterly, annual,semiannual, variable, skip or balloon payments.Not included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 3

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCEnforcement mechanism(s)22 Repurchase Events. [Originator] hereby covenants andagrees w ith [Intermediary] for the benefit of [Intermediary],the Indenture Trustee, the Noteholders, the Trust, the Trusteeand the Certificateholders that the occurrence of a breach ofany of [Originator] representations and w arranties containedin Section # shall constitute events obligating [Originator] torepurchase any Receivable materially and adversely affectedby any such breach (“Repurchase Events”) at the PurchaseAmount from [Intermediary] or from the Trust. Except asset forth in Section #, the repurchase obligation of [Originator]shall constitute the sole remedy of [Intermediary], theIndenture Trustee, the Noteholders, the Trust, the Trustee orthe Certificateholders against [Originator] w ith respect to anyRepurchase Event or any other breach pursuant to Section #hereof. Section # and Section # of the Sale and ServicingAgreement are hereby incorporated by reference as if theyw ere set forth herein, and [Originator] agrees to purchase orrepurchase any Receivable w hich these sections require it,or permit the Servicer to cause it, to purchase or repurchase.Not included in the Transaction.Table 2No.BenchmarkRepresentations and warrantiesTransaction23 Representations and Warranties of Seller [Intermediary].The Seller [Intermediary] makes the follow ingrepresentations and w arranties as to the Receivables onw hich the Issuing Entity is deemed to have relied inacquiring the ReceivablesNot included in the Transaction.24 No Receivable has been sold, transferred, assigned orpledged by the Seller [Intermediary] to any Person otherthan the Purchaser.Not included in the Transaction.25 General. The Sale and Servicing Agreement creates avalid and continuing security interest (as defined in theapplicable UCC) in all of Seller’s [Intermediary’s] right, titleand interest in, to and under (i) the Receivables, (ii) thesecurity interests in the Financed Equipment granted byObligors pursuant to the Receivables (iii) the PurchaseAgreement and (iv) the Liquidity Receivables PurchaseAgreement (only w ith respect to Ow ned Contractsincluded in the Receivables) in favor of the Issuing Entity,w hich, (a) is enforceable upon execution of the Sale andServicing Agreement against creditors of and purchasersfrom Seller [Intermediary], as such enforceability may belimited by applicable Debtor Relief Law s, now or hereafterin effect, and by general principles of equity (w hetherconsidered in a suit at law or in equity), and (b) upon filingof the financing statements described in clause # beloww ill be prior to all other Liens (other than Liens permittedpursuant to clause # below ).Not included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 4

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLC26 Characterization. The Receivables constitute “tangiblechattel paper” w ithin the meaning of UCC Section 9-102.The rights granted under the agreements described inclause # and # constitute “general intangibles” w ithin themeaning of UCC Section 9-102. Seller [Intermediary] hastaken all steps necessary to perfect its security interest inthe property securing the Receivables w ithin 10 days ofthe Closing Date.Not included in the Transaction.27 Creation. Immediately prior to the conveyance of theReceivables pursuant to the Sale and ServicingAgreement, Seller [Intermediary] ow ns and has good andmarketable title to, or has a valid security interest in, theReceivables free and clear of any Lien, claim orencumbrance of any Person.Not included in the Transaction.28 Perfection. Seller [Intermediary] has caused or w ill havecaused, w ithin ten days of the Closing Date, the filing of allappropriate financing statements in the proper filing officein the appropriate jurisdictions under applicable law inorder to perfect the security interest granted to the IssuingEntity under the Sale and Servicing Agreement in theReceivables. With respect to the Receivables thatconstitute tangible chattel paper, the Servicer or aSubservicer, as custodian, received possession of suchoriginal tangible chattel paper and the Issuing Entity hasreceived a w ritten acknow ledgment (w hich is contained inthe Sale and Servicing Agreement) from such custodianthat it is acting solely as agent of the Issuing Entity and theIndenture Trustee. All financing statements filed under thisclause # contain a statement that “A purchase of orsecurity interest in any collateral described in thisfinancingstatement w ill violate the rights of the Secured Party”.Not included in the Transaction.29 Priority. Other than the security interests granted to theIssuing Entity pursuant to the Sale and ServicingAgreement and the security interests granted underdocuments relating to the Liquidity Receivables PurchaseAgreement, w hich have been released, and any othersecurity interest w hich has been released or terminated,Seller [Intermediary] has not pledged, assigned, sold,granted a security interest in, or otherw ise conveyed anyof the Receivables. Seller [Intermediary] has not authorizedthe filing of and is not aw are of any financing statementsagainst Seller [Intermediary] that include a description ofcollateral covering the Receivables other than anyfinancing statement (i) relating to the security interestsgranted to the Issuing Entity under the Sale and ServicingAgreement a the security interests granted in connectionw ith the documents relating to the Liquidity ReceivablesPurchase Agreement and the Prior Securitization, each ofw hich have been released, (ii) that has been terminated orhas released the Receivables from such security interest,or (iii) that has been granted pursuant to the terms of theBasic Documents. None of the tangible chattel paper thatconstitutes or evidences the Receivables has any marksor notations indicating that they have pledged, assigned orNot included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 5

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCotherw ise conveyed to any Person other than theIndenture Trustee. Seller [Intermediary] is not aw are of anyjudgment, ERISA or tax lien filings against it.Enforcement mechanism(s)30 Repurchase upon Breach. (a) The Seller [Intermediary], theServicer or the Trustee, as the case may be, shall informthe other parties to this Agreement and the IndentureTrustee promptly, in w riting, upon the discovery of anybreach of the Seller’s [Intermediary’s] representations andw arranties made pursuant to Section #or Section #, abreach of [Originator]’s representations and w arrantiesmade pursuant to Section #of the Liquidity ReceivablesPurchase Agreement, or [Originator]’s representations andw arranties made pursuant to Section #of the PurchaseAgreement. Unless a breach pursuant to the sections anddocuments referenced in the preceding sentence shallhave been cured by the last day of the second (or, if theSeller [Intermediary] elects, the first) Collection Period aftersuch breach is discovered by the Servicer or the Trusteeor in w hich the Trustee receives w ritten notice from theSeller [Intermediary] or the Servicer of such breach, theSeller [Intermediary] shall be obligated, and, if necessary,the Seller [Intermediary] or the Trustee shall enforce theobligation of [Originator] under the Liquidity ReceivablesPurchase Agreement or the Purchase Agreement, asapplicable, to repurchase any Receivable materially andadversely affected by any such breach as of such lastday.31 As consideration for the repurchase of the Receivable, theSeller [Intermediary] shall remit the Purchase Amount in themanner specified in Section #; provided, how ever, that theobligation of the Seller [Intermediary] to repurchase anyReceivable arising solely as a result of a breach of[Originator]’s representations and w arranties pursuant toSection #of the Liquidity Receivables Purchase Agreementand Section #of the Purchase Agreement is subject to thereceipt by the Seller [Intermediary] of the Purchase Amountfrom [Originator]. Subject to the provisions of Section #,the sole remedy of the Issuing Entity, the Trustee, theIndenture Trustee, the Noteholders or theCertificateholders w ith respect to a breach of therepresentations and w arranties pursuant to Section #andthe agreement contained in this Sectionshall be to requirethe Seller [Intermediary] to repurchase Receivablespursuant to this Section, subject to the conditionscontained herein, and to enforce [Originator]’s obligation tothe Seller [Intermediary] to repurchase such Receivablespursuant to the Liquidity Receivables Purchase Agreementor the Purchase Agreement, as applicable.Not included in the Transaction.Not included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 6

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCTable 3No. Benchmark TransactionRepresentations and warranties32 The Issuing Entity further makes all the representations,w arranties and covenants set forth in Schedule #.The Issuer hereby represents and w arrants to theTrustee, as of the Closing Date for the initial Seriesof Notes issued hereunder and, w ith respect to anysubsequent Series, as of the Closing Date specifiedin the related Supplement for such Series:The Issuer hereby represents and w arrants to theTrustee, as of the Closing Date for the initial Seriesof Notes issued hereunder and, w ith respect to anysubsequent Series, as of the Closing Date specifiedin the related Supplement for such Series (and,w ith respect to any subsequent transfers ofAdditional Loans, as of the Subsequent PurchaseDate upon w hich such Additional Loans are sold tothe Issuer and automatically included in the TrustEstate hereunder):Certain Security Interest Representations. TheIssuer further represents and w arrants as follow sw ith respect to the security interest in the Loansand Related Interests granted to the Trusteehereunder:33 General. The Indenture creates a valid and continuingsecurity interest (as defined in the applicable UCC) in allof the Issuing Entity’s right, title and interest in, to andunder (i) the Receivables, (ii) the security interests inthe Financed Equipment granted by Obligors pursuantto the Receivables, (iii) the Liquidity ReceivablesPurchase Agreement (only w ith respect to Ow nedContracts) and (iv) the Sale and Servicing Agreement(including all rights of the Seller [Intermediary] under theLiquidity Receivables Purchase Agreements and thePurchase Agreement assigned to the Issuing Entitypursuant to the Sale and Servicing Agreement), in eachcase, in favor of the Indenture Trustee, w hich, (a)security interest is enforceable upon execution of theIndenture against creditors of and purchasers from theIssuing Entity as such enforceability may be limited byapplicable Debtor Relief Law s, now or hereafter ineffect, and by general principles of equity (w hetherconsidered in a suit at law or in equity), and (b) uponfiling of the financing statements described in clause #below w ill be prior to all other Liens.This Agreement constitutes a grant of a securityinterest (as defined in the UCC as in effect in theRelevant UCC State) in, to and under the TrustEstate, securing the Secured Obligations (asdefined above), w hich grant is enforceable w ithrespect to the existing Loans and any AdditionalLoans and the proceeds thereof upon executionand delivery of this Agreement, and w hich w ill beenforceable w ith respect to such Loans hereafteroriginated and the proceeds thereof, upon suchorigination. The Trustee has a first priorityperfected security interest in such property, exceptfor Permitted Liens. Except as contemplated in thisAgreement or any Supplement, neither the Issuernor any Person claiming through or under the Issuershall have any claim to or interest in the CollectionAccount, any Principal Funding Account, theEqualization Account, any Required AmountsAccount, or any other Series Account except forthe interest of the Issuer in such property as adebtor for purposes of the UCC as in effect in theRelevant UCC State. The Transfer and SaleAgreement constitutes a valid transfer, assignment,set-over and conveyance to the Issuer of all right,title and interest of MCC in and to the Loans andother related property conveyed and assignedthereunder, w hether then existing or thereaftercreated in respect of the applicable DesignatedAccounts and the proceeds thereof.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 7

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCThis Agreement creates a valid and continuingsecurity interest (as defined in the UCC) in theLoans and Related Interests transferred hereunderin favor of the Trustee, w hich security interest isprior to all other Liens and is enforceable as suchas against creditors of and purchasers from theIssuer;34 Characterization. The Receivables constitute “tangiblechattel paper” w ithin the meaning of UCC Section 9-102. The rights granted under the agreementsdescribed in clause # through # constitute “generalintangibles” w ithin the meaning of UCC Section 9-102.The Issuing Entity has taken or w ill take all stepsnecessary to perfect its security interest in theproperty securing the Receivables w ithin 10 days ofthe Closing Date.35 Creation. Immediately prior to the grant to the IndentureTrustee pursuant to the Indenture, the Issuing Entityow ns and has good and marketable title to, or has avalid security interest in, the Receivables free and clearof any Lien, claim or encumbrance of any Person.The Loan Agreements evidencing the Loansgranted hereunder constitute “tangible chattelpaper” w ithin the meaning of the UCC;The Issuer is (or, w ith respect to Loans originatedafter the date hereof, w ill be) the legal andbeneficial ow ner of all right, title and interest in andto each Loan and all related Trust Estate assets,and a Lien in all such Trust Estate assets has beenor w ill be granted to the Trustee free and clear ofany Lien other than Permitted Liens.At the time of conveyance hereunder the Issuerow ned and had good and marketable title to theLoans and Related Interests free and clear of anyLien, claim or encumbrance of any Person (otherthan Permitted Liens and Liens, if any, w hich bytheir terms are released in full upon conveyancehereunder);36 Perfection. The Issuing Entity has caused or w ill havecaused, w ithin ten days of the Closing Date, the filingof all appropriate financing statements in the properfiling office in the appropriate jurisdictions underapplicable law in order to perfect the security interestgranted to the Indenture Trustee under the Indenture inthe Receivables. With respect to the Collateral thatconstitutes tangible chattel paper, the Servicer or aSubservicer, as custodian, received possession ofsuch tangible chattel paper after the Indenture Trusteereceived a w ritten acknow ledgment (w hich iscontained in the Sale and Servicing Agreement) fromsuch custodian that it is acting solely as agent of theIndenture Trustee. All financing statements filed underthis clause # contain a statement that “A purchase ofor security interest in any collateral described in thisfinancing statement w ill violate the rights of theSecured Party”.37 Priority. Other than the security interest granted to theIndenture Trustee pursuant to the Indenture, the IssuingNot included in the Transaction.Other than the transfer to the Trustee pursuant tothis Agreement, and any Liens or encumbrancesCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 8

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCEntity has not pledged, assigned, sold, granted asecurity interest in, or otherw ise conveyed any of theCollateral. The Issuing Entity has not authorized thefiling of and is not aw are of any financing statementsagainst the Issuing Entity that include a description ofcollateral covering the Collateral other than anyfinancing statement (i) relating to the security interestgranted to the Indenture Trustee under the Indenture,(ii) that has been terminated or relating to a securityinterest w hich has been released, or (iii) that has beengranted pursuant to the terms of the Basic Documents.None of the tangible chattel paper that constitutes orevidences the Collateral has any marks or notationsindicating that they have pledged, assigned orotherw ise conveyed to any Person other than theIndenture Trustee. The Issuing Entity is not aw are ofany judgment, ERISA or tax lien filings against it.w hich by their terms or otherw ise are released infull upon conveyance hereunder, the Issuer has notpledged, assigned, sold, granted a security interestin, or otherw ise conveyed any of the Loans andRelated Interests. The Issuer has not authorizedthe filing of and is not aw are of any financingstatements against the Issuer that include adescription of collateral covering the Loans andRelated Interests other than any financingstatement relating to the transfers hereunder or thathas been or is being terminated or that relates to aLien that is or w as released in full upon or prior tothe transfer hereunder. The Issuer is not aw are ofany judgment or tax lien filings against the Issuer;38 Not included in the Benchmark. The Issuer is not insolvent and w ill not be renderedinsolvent by the transfers and other transactionscontemplated herein39 Not included in the Benchmark. All consents, licenses, approvals or authorizationsof or registrations or declarations w ith anyGovernmental Authority required to be obtained,effected or given by the Issuer in connection w iththe grant and assignment of the Trust Estate to theTrustee have been duly obtained, effected or givenand are in full force and effect40 Not included in the Benchmark. The Issuer has clearly and unambiguously markedall its computer records regarding the Loans, otherrelated Trust Estate assets and Metals Inventory asthe property of the Issuer subject to the Lien of thisMaster Indenture and shall maintain such records ina manner such that the Trustee shall have aperfected interest in such Loans and otherproperty.41 Not included in the Benchmark. As of the initial Closing Date, Schedule 1 to theTransfer and Sale Agreement is and w ill be anaccurate and complete listing of all DesignatedAccounts and related Loans, together w ith all otherRelevant Information appearing thereon, in allmaterial respects as of such day and theinformation contained therein is and w ill be true andcorrect in all material respects as of such day42 Not included in the Benchmark. Each Loan classified as an “Eligible Loan” in anydocument or report delivered hereunder or underthe Servicing Agreement w ill satisfy therequirements contained in the definition of EligibleLoan as of the time of such document or report.Metals Inventory classified as “Eligible MetalsInventory” in any document or report deliveredhereunder or under the Servicing Agreement w illCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 9

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCsatisfy the requirements contained in the definitionof Eligible Metals Inventory as of the time of suchdocument or report.43 Not included in the Benchmark. All Relevant Information provided to the Trusteepursuant hereto or pursuant to the ServicingAgreement w as true and correct in all materialrespects as of, and w ill be true and correctsubsequent to, the initial Closing Date, or w ithrespect to Additional Loans, as of eachSubsequent Purchase Date44 Not included in the Benchmark. With respect to each Loan then existing, allconsents, licenses, approvals or authorizations ofor registrations or declarations w ith anyGovernmental Authority required to be obtained,effected or given by the Issuer in connection w iththe conveyance of such Loan to the Issuer and thegrant of the Lien in such Loan to the Trusteehereunder have been duly obtained, effected orgiven and are in full force and effect45 Not included in the Benchmark. The representations and w arranties of MCC w ithrespect to the Loans and Related Interests set forthin the Transfer and Sale Agreement w ere true andcorrect as and w hen made. The representationsand w arranties of MDC w ith respect to MetalsInventory w hich w as the subject of an Advanceset forth in the Optional Advance Agreement w eretrue and correct as and w hen made.46 Not included in the Benchmark. Daily Representations and Warranties. On eachday on w hich any Additional Loan is purchased bythe Issuer from MCC, the Issuer shall be deemed tofurther represent and w arrant to the Trustee that(A) each Additional Loan purchased by the Issueron such day has been conveyed to the Issuer, anda Lien therein has been granted to the Trusteehereunder, in compliance, in all material respects,w ith all Requirements of Law applicable to theIssuer and free and clear of any Lien of any Personclaiming through or under the Issuer or any of itsAffiliates (other than Permitted Liens), and (B) w ithrespect to each such Loan, all consents, licenses,approvals or authorizations of or registrations ordeclarations w ith, any Governmental Authorityrequired to be obtained, effected or given by theIssuer in connection w ith the conveyance of suchLoan to the Issuer and the grant of a Lien therein tothe Trustee hereunder have been duly obtained,effected or given and are in full force and effect.47 Not included in the Benchmark. Notice of Breach. The representations andw arranties set forth in this Section 3.03 shallsurvive the transfer and assignment of therespective Loans to the Issuer and the grant of theLien hereunder to the Trustee. Upon discovery byCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 10

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCthe Issuer or a Responsible Officer of the Trusteeof a breach of any of the representations andw arranties set forth in this Section 2.04, the partydiscovering such breach shall give prompt w rittennotice to the other parties hereto and to theServicer. The Issuer agrees to cooperate w ith theServicer and the Trustee in attempting to cure anysuch breach.48 Not included in the Benchmark. Designation of Ineligible Loans. In the event of abreach w ith respect to a Loan of anyrepresentations and w arranties set forth in Section3.01(i) or Sections 3.02(a)(iii) through (x) or Section3.02(b), or of the agreement regarding delivery ofpossession of original Loan Agreements describedin Section 3.02(c) of the Transfer and SaleAgreement, or in the event that a Loan is not anEligible Loan as a result of the failure to satisfy theconditions set forth in the definition of Eligible Loan,such Loan shall be designated an “Ineligible Loan”and shall be assigned an Outstanding Balance ofzero for the purpose of determining the aggregateOutstanding Balance of Eligible Loans on any day;provided, how ever, that if such representationsand w arranties w ith respect to such Loan shallsubsequently be true and correct in all materialrespects as if such Loan had been created onsuch day or such Loan shall subsequently satisfythe conditions set forth in the definition of EligibleLoan, such Loan shall be designated an EligibleLoan, and the principal amount of such Loan shallbe included in determining the aggregateOutstanding Balance of Eligible Loans on such day49 Not included in the Benchmark. Organization and Good Standing. The Issuer is alimited liability company duly organized, validlyexisting and in good standing under the law s of theState of Delaw are and has full pow er, authorityand legal right to ow n its properties and conduct itsbusiness as such properties are presently ow nedand such business is presently conducted, and toexecute, deliver and perform its obligations underthis Master Indenture, any Supplement and anyother Program Agreement to w hich it is a party andto execute and deliver to the Trustee the Notespursuant hereto.50 Not included in the Benchmark. Due Qualification. The Issuer is duly qualified to dobusiness and is in good standing (or is exempt fromsuch requirement) in any state required in order toconduct its business, and has obtained allnecessary licenses and approvals required toconduct its business under applicable law ;provided, how ever, that no representation orw arranty is made w ith respect to anyqualifications, licenses or approvals w hich theTrustee w ould have to obtain to do business in anyCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 11

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCstate in w hich the Trustee seeks to enforce anyLoan or Loan Agreement or rights in the relatedMetals Collateral or Metals Inventory51 Not included in the Benchmark. Due Authorization; Enforceability. The executionand delivery of this Master Indenture and any otherProgram Agreement to w hich it is a party and theconsummation of the transactions provided for inthe Program Agreements have been dulyauthorized by the Issuer by all necessary action onits part. This Master Indenture, and each otherProgram Agreement to w hich it is a party,constitutes the legal, valid and binding obligation ofthe Issuer, enforceable against it in accordancew ith its terms, except as enforceability may belimited by applicable bankruptcy, insolvency,reorganization, moratorium or other similar law snow or hereinafter in effect, affecting theenforcement of creditors’ rights in general andexcept as such enforceability may be limited bygeneral principles of equity (w hether considered ina proceeding at law or in equity)52 Not included in the Benchmark. No Conflicts. The execution, delivery andperformance of this Master Indenture and any otherProgram Agreement to w hich it is a party, theexecution and delivery of the Notes, and theperformance of the transactions contemplatedunder the Program Agreements by the Issuer, donot (i) contravene its Certificate of Formation or itsLimited Liability Company Agreement or any otheragreements pursuant to w hich it is organized, (ii)violate any provision of, or require any filing(except for the filings under the UCC required bythis Agreement, each of w hich has been duly madeand is in full force and effect), registration, consentor approval under, any law , rule, regulation, order,w rit, judgment, injunction, decree, determination oraw ard presently in effect having applicability to theIssuer, except for such filings, registrations,consents or approvals as have already beenobtained and are in full force and effect, (iii) resultin a breach of or constitute a default or require anyconsent under any indenture or loan or creditagreement or any other agreement, lease orinstrument to w hich the Issuer is a party or byw hich it or its properties may be bound or affectedexcept those as to w hich a consent or w aiver hasbeen obtained and is in full force and effect and anexecuted copy of w hich has been delivered to theTrustee, or (iv) result in, or require, the creation orimposition of any Lien upon or w ith respect to anyof the properties now ow ned or hereafter acquiredby the Issuer other than as specificallycontemplated by this Agreement53 Not included in the Benchmark. Taxes. The Issuer has filed all tax returns (federal,state and local) required to be filed in anyCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 12

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCjurisdiction and has paid or made adequateprovision for the payment of all taxes, assessmentsand other governmental charges show n to be dueand payable on such returns from the Issuer or iscontesting any such tax, assessment or othergovernmental charge in good faith throughappropriate proceedings. The Issuer know s of nobasis for any material additional tax assessment forany fiscal year for w hich adequate reserves (inaccordance w ith generally accepted accountingprinciples) have not been established. Thecharges, accruals and reserves on the books ofthe Issuer in respect of federal, state and othertaxes for all fiscal periods are adequate. Thefederal income tax liabilities of the Issuer have beendetermined and paid for all fiscal years.54 Not included in the Benchmark. No Violation. The execution and delivery by theIssuer of the Program Agreements to w hich it is aparty, and the performance of the transactionscontemplated thereby, w ill not conflict w ith orviolate any Requirements of Law applicable to theIssuer55 Not included in the Benchmark. No Proceedings. There are no proceedings orinvestigations pending or, to the know ledge of theIssuer, threatened against the Issuer before anycourt, regulatory body, administrative agency, orother tribunal or governmental instrumentality (i)asserting the invalidity of any Program Agreementor the Notes, (ii) seeking to prevent the issuance ofthe Notes or the consummation of any of thetransactions contemplated by any ProgramAgreement, (iii) seeking any determination or rulingthat, in the reasonable judgment of the Issuer,w ould materially and adversely affect theperformance by the Issuer of its obligations underany Program Agreement, (iv) seeking anydetermination or ruling that w ould materially andadversely affect the validity or enforceability of anyProgram Agreement or the Notes, or (v) seeking toaffect adversely the income tax attributes of theNotes56 Not included in the Benchmark. All Consents Required. All approvals,authorizations, consents, orders or other actions ofany Person or of any governmental body or officialrequired in connection w ith the execution anddelivery of any Program Agreement and the Notes,the performance of the transactions contemplatedthereby, and the fulfillment of the terms thereof,have been obtained57 Not included in the Benchmark. Bona Fide Loans. Each Loan is at the time of itsacquisition by the Issuer from MCC an Eligible Loanoriginated by MCC arising out of MCC’sCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 13

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCperformance in accordance w ith the terms of aLoan Agreement. The Issuer has no know ledge atthe time of the initial creation of an interest of theTrustee in any Loan hereunder of any fact w hichshould have led it to expect that such Loan w ouldnot be enforceable against the Obligor w hen due58 Not included in the Benchmark. Place of Business. The sole place of business ofthe Issuer is located at 4900 Birch Street, New portBeach, California. Unless and except as otherw isespecified in any related Supplement, the Issuer hashad no office location other than this location duringthe four months prior to the Closing Date for anySeries.59 Not included in the Benchmark. Use of Proceeds. No proceeds of the issuance ofany Note w ill be used by the Issuer to purchase orcarry any margin security w ithin the meaning of, orotherw ise contravene or conflict w ith any of,Regulations T, U or X of the Board of Governors ofthe Federal Reserve System.60 Not included in the Benchmark. Liquidation/Winddown Event. As of the ClosingDate, no Event of Default or Early AmortizationEvent, and no condition that w ith the giving ofnotice and/or the passage of time w ould constitutean Event of Default or an Early Amortization Event(a “Prospective Event of Default” and “ProspectiveEarly Amortization Event”, respectively), hasoccurred or is continuing61 Not included in the Benchmark. Not an Investment Company. The Issuer is not an“investment company” or “controlled” by an“investment company” w ithin the meaning of theInvestment Company Act, or is exempt from allprovisions of such Act62 Not included in the Benchmark. No Claim or Interest. Neither the Issuer nor anyPerson claiming through or under the Issuer hasany claim or interest in the lock-box accountreferred to in the Lock-Box Agreement (except forthe Issuer’s interest therein subject to the Lien ofthis Master Indenture).63 Not included in the Benchmark. Legal Name. The legal name of the Issuer is as setforth herein, and the Issuer operates under noother names including w ithout limitation anytradenames, fictitious names, assumed names or“doing business as” names. Unless and except asotherw ise specified in any related Supplement, theIssuer has had no change in its name during thefour months prior to the Closing Date for any Series64 Not included in the Benchmark. Sale Treatment. The Issuer is treating itsacquisition of the Loans and Related Assets, asCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 14

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCw ell as Metals Inventory from time to time, as anacquisition by it of ow nership thereof, consistentw ith the representations and covenants of MCCand MDC (as applicable) w ith respect theretocontained in the Transfer and Sale Agreement andOptional Advance Agreement65 Not included in the Benchmark. Subsidiaries. The Issuer has no subsidiaries66 Not included in the Benchmark. Limited Activities. The Issuer engages in noactivities other than those contemplated in theProgram Agreements or incidental thereto.67 Not included in the Benchmark. The Issuer has taken or caused to be taken allsteps necessary to perfect the security interestagainst the Obligors in the Metals Collateralsecuring the Loans transferred hereunder;68 Not included in the Benchmark. The Issuer has caused the filing of all appropriatefinancing statements in the proper filing office in theappropriate jurisdictions under applicable law inorder to perfect the grant of the Loans and RelatedInterests to the Trustee hereunder;69 Not included in the Benchmark. Except as permitted in Section 3.03(h) hereof, theIssuer has no outstanding indebtedness, guarantyor liability. The Issuer is not in default and now aiver of default is currently in effect in thepayment of any principal or interest on anyindebtedness of the Issuer, and no event orcondition exists w ith respect to any indebtednessof the Issuer that w ould permit (or that w ith notice,lapse of time or both w ould permit) one or morePersons to cause such indebtedness to becomedue and payable; and70 Not included in the Benchmark. The Issuer has in its possession, or the Servicer orCustodian maintains on behalf of the Issuerpossession of, all original copies of the LoanAgreements evidencing the Loans and RelatedInterests transferred hereunder. Such LoanAgreements do not have any marks or notationsindicating that they have been pledged, assigned orotherw ise conveyed to any Person other than theIssuer and the Trustee. All financing statementsfiled or to be filed against the Issuer in favor of theTrustee in connection herew ith describing theLoans and Related Interests contain or w ill containa statement to the follow ing effect: “A purchase ofor security interest in any collateral described inthis financing statement w ill violate the rights ofConcord Funding Company, L.L.C. and/or itsassignees.”71 Not included in the Benchmark. For the purposes of the representations andw arranties contained in this Section 3.01 and madeCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 15

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCEnforcement mechanism(s)by the Issuer on the initial Closing Date, “Notes”shall mean the Notes issued on such Closing Date.The representations and w arranties set forth in thisSection 3.01 shall survive the grant and assignmentof the respective Loans, Loan Agreements andother Trust Estate assets to the Trustee, andtermination of the rights and obligations of theServicer pursuant to Section 10.01 of the ServicingAgreement. The Issuer hereby represents andw arrants to the Trustee, for the benefit of anySeries of Notes, as of its Closing Date, unlessotherw ise stated in the related Supplement, that therepresentations and w arranties of the Issuer setforth in Section 3.01 are true and correct as ofsuch date. Upon discovery by the Issuer, theServicer or a Responsible Officer of the Trustee ofa breach of any of the foregoing representationsand w arranties, the party discovering such breachshall give w ritten notice to the other parties to thisMaster Indenture and the Servicing Agreement, andto the Noteholders, w ithin tw o (2) Business Daysfollow ing such discovery.72 Acceleration of Maturity; Rescission and Annulment. Ifan Event of Default should occur and be continuing,then and in every such case the Indenture Trustee orthe Holders of Notes representing not less than amajority of the Outstanding Amount may declare all theNotes to be immediately due and payable, by a notice inw riting to the Issuing Entity (and to the IndentureTrustee if given by Noteholders), and upon any suchdeclaration the Outstanding Amount, together w ithaccrued and unpaid interest thereon through the dateof acceleration, shall become immediately due andpayable73 Remedies; Priorities. (a) If the Notes have beendeclared to be due and payable under Section#follow ing an Event of Default, the Indenture Trusteemay do one or more of the follow ing (subject toSection#): (i) institute Proceedings in its ow n name andas trustee of an express trust for the collection of allamounts then payable on the Notes or under thisIndenture w ith respect thereto, w hether by declarationor otherw ise, enforce any judgment obtained, andcollect from the Issuing Entity and any other obligorupon such Notes monies adjudged due; (ii) instituteProceedings from time to time for the complete or partialforeclosure of this Indenture w ith respect to the TrustEstate; (iii) exercise any remedies of a secured partyIf an Event of Default in clause (iii) of the definitionthereof shall occur, the unpaid principal amount ofthe Notes, together w ith accrued and unpaidinterest on the Notes through the date ofacceleration, shall become immediately due andpayable and no notice to such effect from theIssuer, any Noteholder or any other Person to theTrustee shall be required. If any other Event ofDefault described in the definition thereof occursand is continuing, the Majority Noteholders of eachoutstanding Series may declare the Notes of allSeries to be immediately due and payable by anotice in w riting to the Issuer and to the Trustee.Upon any such declaration the unpaid principalamount of the Notes, together w ith accrued andunpaid interest on the Notes through the date ofacceleration, shall become immediately due andpayable.If an Event of Default has occurred and iscontinuing and the maturity of the Notes has beenaccelerated, the Trustee shall (subject to Section5.06 and Article VI hereof, and Section 5.04 of theServicing Agreement), do one or more of thefollow ing:(i)institute proceedings in its ow nname and as trustee for anexpress trust for the collectionof all amounts then payable onthe Notes or under the MasterIndenture or any Supplement(w hether by declaration orCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 16

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCunder the UCC and take any other appropriate action toprotect and enforce the rights and remedies of theIndenture Trustee and the Holders of the Notes;(iv) sell the Trust Estate, or any portion thereof or rightsor interest therein, at one or more public or privatesales called and conducted in any manner permitted bylaw ; and (v) make demand upon the Servicer, byw ritten notice, that the Servicer deliver to the IndentureTrustee all Receivable Files;(ii)(iii)(iv)otherw ise), enforce anyjudgment obtained, and collectfrom the Trust Estate securingthe Notes monies adjudged due;only if so instructed in w riting bythe Majority Noteholders of eachoutstanding Series, sell orliquidate all or a portion of theTrust Estate assets at one ormore public or private salescalled and conducted inaccordance w ith Section 5.17 tothe extent permitted by law ;provided, how ever, that if theproceeds of such sale orliquidation distributable to theNoteholders are insufficient todischarge in full all amounts thendue and unpaid upon the Notesfor principal and interest, theTrustee shall not proceed w ithsuch sale or liquidation unlessthe Holders of 100% of theNotes of each outstandingSeries (other than any Notesthen held by the Issuer or anyAffiliate thereof) consent inw riting thereto;institute proceedings from time totime for the complete or partialforeclosure of the MasterIndenture w ith respect to theTrust Estate (or the applicableSupplement w ith respect toSeries Collateral, if any); andexercise any remedies of asecured party under the UCCand take any other appropriateaction to protect and enforce therights and remedies of theTrustee or the Noteholders underthe Master Indenture and relatedSupplements.For the purpose of determining the sufficiency orinsufficiency in clause (ii) above, the Trustee may,but need not, obtain and conclusively rely upon anopinion of an independent investment banking oraccounting firm of national reputation as to thefeasibility of the proposed action and as to thesufficiency of the Trust Estate for these purposes.74 provided, however, that the Indenture Trustee may notsell or otherw ise liquidate the Trust Estate follow ing anEvent of Default, other than an Event of DefaultNot included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 17

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCdescribed in Section # or #, unless: (A) all theNoteholders consent thereto, (B) the proceeds of suchsale or liquidation distributable to the Noteholders aresufficient to discharge in full all amounts then due andunpaid upon such Notes for principal and interest or (C)the Indenture Trustee determines that the Trust Estatew ill not continue to provide sufficient funds for thepayment of principal of and interest on the Notes asthey w ould have become due if the Notes had not beendeclared due and payable, and the Indenture Trusteeobtains the consent of Holders of 66 2/3% of theOutstanding Amount of the Notes. In determining suchsufficiency or insufficiency w ith respect to clauses (B)and (C), the Indenture Trustee may, but need not,obtain and rely upon an opinion of an Independentinvestment banking or accounting firm of nationalreputation as to the feasibility of such proposed actionand as to the sufficiency of the Trust Estate for suchpurpose. The Indenture Trustee shall incur no liability asa result of the sale of the Trust Estate or any partthereof at any sale pursuant to this Section #conductedin a commercially reasonable manner. Each of theIssuing Entity and Holders hereby w aives any claimsagainst the Indenture Trustee arising by reason of thefact that the price at w hich the Trust Estate may havebeen sold at such sale w as less than the price thatmight have been obtained, even if the Indenture Trusteeaccepts the first offer received and does not offer theTrust Estate to more than one offeree, so long as suchsale is conducted in a commercially reasonablemanner.75 Events of Default. “Event of Default”, w herever usedherein, means any one of the follow ing events(w hatever the reason for such Event of Default andw hether it shall be voluntary or involuntary or beeffected by operation of law or pursuant to anyjudgment, decree or order of any court or any order,rule or regulation of any administrative or governmentalbody):76 Default in the observance or performance of anycovenant or agreement of the Issuing Entity made inthis Indenture (other than a covenant or agreement adefault in the observance or performance of w hich iselsew here in this Section specifically dealt w ith), orany representation or w arranty of the Issuing Entitymade in this Indenture or in any certificate or otherw riting delivered pursuant hereto or in connectionherew ith proving to have been incorrect in any materialrespect as of the time w hen the same shall have beenmade, and such default shall continue or not be cured,or the circumstance or condition in respect of w hichsuch misrepresentation or w arranty w as incorrectshall not have been eliminated or otherw ise cured, fora period of 30 days after there shall have been given,by registered or certified mail, to the Issuing Entity byAn “Event of Default” w ith respect to any Note ofany outstanding Series means any one of theevents designated under the definition of Event ofDefault in Annex X hereto (w hatever the reason forsuch Event of Default and w hether it shall bevoluntary or involuntary or be effected by operationof law or pursuant to any judgment, decree ororder of any court or any order, rule or regulationof any administrative or governmental body).Not included in the Transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 18

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCthe Indenture Trustee or to the Issuing Entity and theIndenture Trustee by the Holders of at least 25% of theOutstanding Amount of the Notes, a w ritten noticespecifying such default or incorrect representation orw arranty and requiring it to be remedied and statingthat such notice is a notice of Default hereunder;Table 4Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 19

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCNo. Benchmark TransactionRepresentations and w arranties77 Not included in the Benchmark. The Trustee represents, w arrants and covenantsthat:i. it is a corporation duly organized and validlyexisting under the law s of the state ofIllinois;ii.iii.it has full pow er and authority to deliver andperform this Master Indenture and has takenall necessary action to authorize theexecution, delivery, and performance by it ofthis Master Indenture and the other ProgramAgreements to w hich it is a party; andeach of this Master Indenture and the otherProgram Agreements to w hich it is a partyhas been duly executed and delivered bythe Trustee and constitutes its legal, validand binding obligation enforceable inaccordance w ith its terms, except to theextent the enforcement thereof may belimited by bankruptcy, insolvency or similarlaw s affecting the enforcement of creditor’srights generally and subject also to theavailability of equitable remedies if equitableremedies are soughtThe language in Standard & Poor’s Ratings Services’ 17g-7 Benchmark reflects representations, w arranties and enforcementmechanisms available to investors that commonly appear in the transaction documents for a specific type of security. In order tomake the benchmarks generic, w e made the follow ing modifications. Specific article or section numbers have been replaced by anumber symbol (Example: ‘Section 5’ now reads as ‘Section #’). Proper nouns have been replaced w ith the bracketed name of therole the entity plays in the transaction (Example: ‘ABC Corp’ now reads as [Seller]). Numbers or amounts specific to a deal havebeen replaced w ith a number symbol (Example: ‘more than 30%’ now reads as ‘more than #%’). Non-numerical characteristicshave 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 Disclosure Report is not intended to be, and may not be relied upon as, legaladvice.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 20

U.S. Equipment Loans and Leases ABS(Series 2013-1)Standard & Poor's Ratings Services 17g-7 Disclosure Report: Concord Funding Co. LLCDisclaimerCopyright © 2013 by Standard & Poor’s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, softw are 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, w ithout the prior w ritten permission of Standard & Poor’s Financial ServicesLLC or its affiliates (collectively, S&P). The Content shall not be used for any unlaw ful or unauthorized purposes. S&Pand any third-party providers, as w ell as their directors, officers, shareholders, employees or agents (collectively S&PParties) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are notresponsible for any errors or omissions (negligent or otherw ise), regardless of the cause, for the results obtained fromthe 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 NOTLIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOMFROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED ORTHAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&PParties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special orconsequential damages, costs, expenses, legal fees, or losses (including, w ithout limitation, lost income or lost profitsand opportunity costs or losses caused by negligence) in connection w ith any use of the Content even if advised of thepossibility of such damages.Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of thedate they are expressed and not statements of fact. S&P’s opinions, analyses and rating acknow ledgment decisions(described below ) are not recommendations to purchase, hold, or sell any securities or to make any investmentdecisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content follow ingpublication in any form or format. The Content should not be relied on and is not a substitute for the skill, judgment andexperience of the user, its management, employees, advisors and/or clients w hen making investment and otherbusiness decisions. S&P does not act as a fiduciary or an investment advisor except w here registered as such. WhileS&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes noduty of due diligence or independent verification of any information it receives.To the extent that regulatory authorities allow a rating agency to acknow ledge in one jurisdiction a rating issued inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, w ithdraw or suspend suchacknow ledgement at any time and in its sole discretion. S&P Parties disclaim any duty w hatsoever arising out of theassignment, w ithdraw al or suspension of an acknow ledgment as w ell as any liability for any damage alleged to havebeen suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independence andobjectivity of their respective activities. As a result, certain business units of S&P may have information that is notavailable to other S&P business units. S&P has established policies and procedures to maintain the confidentiality ofcertain non-public information received in connection w ith each analytical process.S&P may receive compensation for its ratings and certain analyses, normally from issuers or underw riters of securities orfrom obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses aremade available on its Web sites, w w w .standardandpoors.com (free of charge), and w w w .ratingsdirect.com andw w w .globalcreditportal.com (subscription), and may be distributed through other means, including via S&P publicationsand third-party redistributors. Additional information about our ratings fees is available atw w w .standardandpoors.com/usratingsfees.STANDARD & POOR’S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks of Standard &Poor’s Financial Services LLC.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P’spermission. See Disclaimer on the last page. Page 21