Intu (SGS) Finance PLC - Standard and Poor's 17g-7

FEB. 28, 2012SEC Rule 17g-7SEC Rule 17g-7 requires anNRSRO, for any reportaccompanying a credit ratingrelating to an asset-backedsecurity as defined in the Rule,to include a description of therepresentations, warrantiesand enforcement mechanismsavailable to investors and adescription of how they differfrom the representations,warranties and enforcementmechanisms in issuances ofsimilar securities.This is Standard &Poor‟s Ratings Services‟17g-7 Disclosure Reportfor the transaction shownin the title above.DRAFTIntu (SGS) Finance PLCSterling denominated fixed-rate notesPrimary Credit AnalystStuart Nelson, London, (44) 20-7176-3621stuart_nelson@standardandpoors.comSecondary Contact:Carla N Powell, London, (44) 20-7176-3982;carla_powell@standardandpoors.comAdditional Contact:Structured Finance Europe;StructuredFinanceEurope@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 or remedy inthe transaction documents that may be exercised by investors (or their representatives).

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCTable 1# Benchmark TransactionRepresentations and Warranties1 The Seller [Originator] makes the warranties andrepresentations set forth in Schedule # (Representationsand Warranties) to the Issuer as at the Closing Date inrespect of or in relation to each Loan sold pursuant to thisAgreement and the Related Security by reference to thefacts and circumstances prevailing at the Closing Date. TheSeller [ Originator ]acknowledges that: (a) the warranties and representationsset out in Schedule # and this Clause # given by it aremade with a view to inducing the Issuer in reliance thereonto enter into this Agreement and the Issuer has relied andwill rely solely upon such warranties and representationsnotwithstanding any information in fact possessed ordiscoverable by theIssuer or otherwise disclosed to it; and (b) prior to enteringinto this Agreement and prior to the Closing Date, theIssuer has not made nor will it have made any enquiries,searches or investigations which a prudent purchaser ofsimilar assets would normally make, including withoutlimitation, any enquiries or searches of or in respect of theBorrowers and/or the Loan and/or the Related Securityand/or the sums receivable under or in respect of the Loanor the Related Security and/or the terms and conditions ofthe Loan and/or theRelated Security and/or as to the creditworthiness and/orthe suitability of the Borrowers and/or in respect of thevalue, title or condition of the Properties and/or as tocompliance with its lending criteria by the Seller [Originator]and/or the legality, validity and perfection and/or adequacyand/or enforceability of the Issuer Assets and/or thetransfer thereofpursuant to this Agreement.2 Each Loan carries a right to repayment of principal in anamount not less than the Initial Purchase Price paid ordeemed paid for that Loan by the Issuer based on itsprincipal amount outstanding on the Closing Date.3 Interest is charged on each Loan at such a rate as may bedetermined in accordance with the provisions of theapplicable Loan Agreement.4 Pursuant to the terms of each Loan Agreement, none of theBorrowers is entitled to exercise any right of set-off (exceptto the extent provided by law or in the related LoanAgreement) against the Seller [Originator] under the LoanAgreement in respect of any amount that is payable underthe applicable Loan.5 No Loan contains an obligation to make any furtheradvance which remains to be performed by the Seller[Originator] on the Closing Date and no part of any advancepursuant to any Loan has been retained by the Originatorpending compliance by the Borrowers or any other partywith any other conditions.Not included in the transaction.Not included in the transaction.Not included in the transaction.Not included in the transaction.Not included in the transaction.6 The Originator [or the Borrower Facility Agent] has, since Not included in the transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 2

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCthe origination of each Loan, kept full and proper accounts,books and records showing clearly all transactions,payments, receipts, proceedings and notices relating tothat Loan and which are complete and accurate in allmaterial respects; all such accounts, books and recordsare up to date and are held by, or to the order of, the Seller[Originator] [or, as the case may be, the Borrower FacilityAgent] and, subject to completion of any registration orrecording which may be pending, the documents of titlerelating to the Properties and the Seller‟s [Originator‟s] filesare in the possession of or held to the order of theBorrower Security Trustee.7 The Properties constitute investment properties usedpredominantly for [sector] use.Master Definitions Agreement“Asset Criteria” means that the Portfolio mustcomply with the following criteria on the datesreferred to in Clause 1 (Asset Criteria) of Schedule2 (Covenants), Part 4 (Property Covenants) of theCTA:(a) the Portfolio will comprise at least4 Prime Shopping Centres;(b)the Portfolio will include:(i) at least 1 PrimeShopping Centre in a Major Cityor Regional Shopping Centrehaving a minimum of 1,400,000sq. feet of lettable space; or(ii) at least 2 PrimeShopping Centres each in a MajorCity or being a RegionalShopping Centre, and eachhaving a minimum of 1,000,000sq. feet of lettable space,in each case including (for theavoidance of doubt) an Eligible JVInterest in a Property orProperties satisfying such criteria;(c) Eligible JV Interests will notaccount for, in the aggregate, more than25% of the Adjusted Total Collateral Value;(d) No region in which the Propertiesare situated, other than London and theSouth East, may exceed more than 50% ofthe Adjusted Total Collateral Value;(e) Prime Shopping Centres (otherthan a Regional Shopping Centre) with aprimary catchment area that includes aSub Regional Centre (but does not includea Regional Centre) may not exceed 25% ofthe Adjusted Total Collateral Value; and(f) during a period of 3 years fromthe Initial Issue Date, the Portfolio willinclude Lakeside (provided that, during thisperiod and for the avoidance of any doubt,the Obligors will be permitted to create anddispose of an Eligible JV Interest inLakeside and include the same in thePortfolio provided that such disposal is inaccordance with the Finance Documents)8 The Properties are situated in [country]. Master Definitions Agreement“Asset Criteria” means that the Portfolio mustcomply with the following criteria on the datesreferred to in Clause 1 (Asset Criteria) of ScheduleCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 3

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLC2 (Covenants), Part 4 (Property Covenants) of theCTA:(a) the Portfolio will comprise at least4 Prime Shopping Centres;(b) the Portfolio will include:(i) at least 1 PrimeShopping Centre in a Major Cityor Regional Shopping Centrehaving a minimum of 1,400,000sq. feet of lettable space; or(ii) at least 2 PrimeShopping Centres each in a MajorCity or being a RegionalShopping Centre, and eachhaving a minimum of 1,000,000sq. feet of lettable space,in each case including (for theavoidance of doubt) an Eligible JVInterest in a Property orProperties satisfying such criteria;(c) Eligible JV Interests will notaccount for, in the aggregate, more than25% of the Adjusted Total Collateral Value;(d) No region in which the Propertiesare situated, other than London and theSouth East, may exceed more than 50% ofthe Adjusted Total Collateral Value;(e) Prime Shopping Centres (otherthan a Regional Shopping Centre) with aprimary catchment area that includes aSub Regional Centre (but does not includea Regional Centre) may not exceed 25% ofthe Adjusted Total Collateral Value; and(f) during a period of 3 years fromthe Initial Issue Date, the Portfolio willinclude Lakeside (provided that, during thisperiod and for the avoidance of any doubt,the Obligors will be permitted to create anddispose of an Eligible JV Interest inLakeside and include the same in thePortfolio provided that such disposal is inaccordance with the Finance Documents)9 In relation to the Properties, the Borrowers or PropertyOwners had, as at the date upon which the relevantadvance was made or of the acquisition, subject to thematters disclosed during the course of the due diligencecarried out in connection with the origination or acquisitionof the Loan (as described in the Offering Circular), a goodand marketable title to the Properties.Common Terms AgreementSchedule 1, General Representations andWarranties23 Good Title to AssetsSave as revealed in the relevant Certificates of Titleand any Materiality Report and/or for equipment,plant and machinery used for the maintenance andmanagement of a Property and which is for the timebeing held under the terms of leasing, hirepurchase, hiring or such other similar arrangement:(a) it is (subject to (ii) below and anynecessary registrations in the books of theentity whose shares are being charged)the absolute legal and beneficial owner of(or in the case of assets located inScotland, is the registered or heritableproprietor and does not hold such assetson trust) all of its assets subject to theSecurity Interests created by the ObligorSecurity Document and is entitled to useCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 4

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCObligor, their) name to, the freehold estate,leasehold interest or heritable title (as thecase may be) in the Property of which it is(or where owned together with any otherObligor, they are) stated to be the owner inthe relevant Certificate of Title, and thelandlord's interest in all of the Leases,(subject to other adverse interests theexistence of which could not reasonably beexpected to be material),and provided that in the case of the Partnership,joint legal title is held by Victoria Centre Co 3 andVictoria Centre Co 4, and joint beneficial title isheld by Victoria Centre Co 1 and Investments Co.11 The relevant Borrower was the sole legal and beneficialowner of the Properties free (save for the Related Securityand save for any encumbrance which (i) was taken intoaccount at the time the Loan was made, or (ii) is postponedto and ranks in priority behind the Related Security byvirtue of a deed of priority or postponement or rankingagreement or (iii) as created, ranked in point of prioritybehind the Related Security) from any encumbrance whichwould materially adversely affect such title or the value formortgage purposes set outin the valuation referred to in paragraph (#) below(including any encumbrance contained in any agreementfor lease, occupational lease or licence or other right ofoccupation or right to receive rent to which the Propertiesmay be subject from time to time (an “Occupational Lease”)or any similar document relevant to the Properties).Common Terms AgreementSchedule 1, General Representations andWarranties23 Good Title to AssetsSave as revealed in the relevant Certificates of Titleand any Materiality Report and/or for equipment,plant and machinery used for the maintenance andmanagement of a Property and which is for the timebeing held under the terms of leasing, hirepurchase, hiring or such other similar arrangement:(a) it is (subject to (ii) below and anynecessary registrations in the books of theentity whose shares are being charged)the absolute legal and beneficial owner of(or in the case of assets located inScotland, is the registered or heritableproprietor and does not hold such assetson trust) all of its assets subject to theSecurity Interests created by the ObligorSecurity Document and is entitled to useall of its assets necessary to carry on itsbusiness as presently conducted, in bothcases if and to the extent the absence ofwhich could reasonably be expected to bematerial; and(b) without limitation to the generalityof the foregoing, it is (or where ownedtogether with any other Obligor, they are),the absolute legal and beneficial owner of(or in the case of Scottish Property is theregistered or heritable proprietor and doesnot hold the Property on trust), and has agood and legally marketable title in its own(or where owned together with any otherObligor, their) name to, the freehold estate,leasehold interest or heritable title (as thecase may be) in the Property of which it is(or where owned together with any otherObligor, they are) stated to be the owner inthe relevant Certificate of Title, and thelandlord's interest in all of the Leases,(subject to other adverse interests theexistence of which could not reasonably beexpected to be material),and provided that in the case of the Partnership,joint legal title is held by Victoria Centre Co 3 andVictoria Centre Co 4, and joint beneficial title isheld by Victoria Centre Co 1 and Investments Co.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 6

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCbinding on it and may be enforced against it in thecourts of any competent jurisdiction. For thepurposes of the foregoing, in respect of anyproceedings arising out of or connected with theenforcement and/or execution of any award orjudgment made against each of the parties, each ofthe parties hereby expressly submits to thejurisdiction of any court in which any suchproceedings are brought.15 Subject to pending registration or recording, each Mortgageis a legal, valid and subsisting first ranking fully perfectedsecurity interest on the Property to which it relates andconstitutes a legal, valid and binding obligation of, and isenforceable against the related Borrowers or PropertyOwners.Common Terms AgreementSchedule 1, General Representations andWarranties13 Status of securitySubject to the Reservations, each Obligor SecurityDocument to which it is a party confers the SecurityInterests it purports to confer over all of the assetsreferred to in it and it is the absolute legal andbeneficial owner of (or in the case of assets locatedin Scotland, is the registered or heritable proprietorand does not hold such assets on trust) the assets(including share capital in the Obligors) over whichit purports to confer a Security Interest and thoseSecurity Interests are not subject to any prior or paripassu or any other Security Interests (other thanany Permitted Security Interest) and those SecurityInterests are valid and effective.14 Ranking of secured claimsOther than Permitted Security Interests, the claimsof Secured Participants to the extent that they aresecured pursuant to the Obligor SecurityDocuments against it will rank (subject to theReservations), prior to the claims of all its otherunsecured and/or unsubordinated creditors save forcreditors whose claims are preferred by law.16 Subject to pending registrations, the Seller [Originator] isthe sole legal and beneficial owner of each Loan and is thesole beneficial owner of the Related Security free and clearof all encumbrances, claims and equities.17 Subject to pending registrations, the Borrower SecurityTrustee or Seller [Originator] is the sole legal owner of eachMortgage, subject to the trust declared by the BorrowerSecurity Trustee over its interest in such Mortgage, freeand clear of all encumbrances, overriding interests (otherthan those to which the Properties are subject), claims andequities (including without limitation, rights of set-off orcounterclaim) and there were at the time of completion ofsuch Mortgage or acquisition of the related Loan relating tothe Mortgages, no adverse entries of encumbrances orother such claims or equities or applications for adverseentries of encumbrances, claims or equities against anytitle registered atthe Land Registry or registered at any other registry onwhich entries would rank prior to the Borrower SecurityTrustee‟s or the Seller‟s [Originator‟s] interests in theMortgageNot included in the transaction.Not included in the transaction.18 The legal and beneficial right, title and interest of the Seller Not included in the transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 8

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLC[Originator] in each Loan and the related interest in theRelated Security may be assigned absolutely, or as thecase may be, by operation of law or pursuant to the LoanSale Agreement, to the Issuer and such transfer does notviolate any provision of the Loan Agreements.19 Prior to the advancing or acquisition of each Loan and thegranting of any Related Security: (i) the Seller [Originator]commissioned a due diligence procedure which initially orafter further investigation disclosed nothing which caused itto decline to proceed with the advance on its agreed terms;and (ii) the Seller [Originator] (having conducted the duediligence referred to in the Offering Circular) was not awareof any matter or thing affecting the title of the Borrowers orProperty Owners to any part of the Related Security whichcaused it to decline to proceed with the advance oracquisition on its agreed terms.20 To the best of the Seller‟s [Originator‟s] knowledge (havingmade no investigation in respect thereof ) no report on titlegiven by a lawyer in connection with its origination of theMortgages, any Related Security and the Loans wasnegligently or fraudulently prepared by the relevant lawyer.21 In the case of each Mortgage, the Properties securing therelated Loan were valued by a qualified surveyor or valuerappointed by the Seller [Originator] and independent fromtheSeller [Originator].22 To the best of the Seller‟s [Originator‟s] knowledge, as acommercial property lender and not, for the avoidance ofdoubt, as a valuer and having made no enquiries in relationthereto, the Original Valuation given in connection with therelevant Loan, Related Security and Mortgages was notNot included in the transaction.Not included in the transaction.Common Terms AgreementSchedule 1, General Representations andWarranties21 Valuations(a) All information supplied by it or onits behalf to the Valuer for the purposes ofthe each Valuation was true, complete andaccurate in all material respects as at itsdate.(b) The information referred to inClause (a) above did not omit anyinformation which, if disclosed, mightadversely affect the relevant Valuation inany material respect.(c) Any financial projections providedby it or on its behalf in relation to theValuation have been prepared on the basisof recent historical information and on thebasis of assumptions believed by it to bereasonable at the time of such preparationin accordance with Good Industry Practice.(d) Each Obligor Valuation has beeninstructed by the Obligors to beundertaken in accordance with the thencurrentedition of the RICS Appraisal andValuation Standards and FinCo‟sinstructions in respect of each ObligorValuation has not contained any specialassumptions which would be unusual inthe context of such a valuation ofproperties of the same type and nature asthe Properties.Common Terms AgreementSchedule 1, General Representations andWarranties21 ValuationsCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 9

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCfraudulently undertaken by the related valuer and to thebest of the Seller‟s [Originator‟s] knowledge (as acommercial property lender only and not, for the avoidanceof doubt, as a valuer) the Valuation did not disclose anyfact or circumstance that if disclosed would have causedthe Seller [Originator] to decline to proceed with itsorigination of the relevant Loan.23 To the best of the Seller‟s [Originator‟s] knowledge afterusing reasonable endeavours to ensure the same: (i) withregard to the Properties securing the Loans, the Propertiesare covered by insurance on the Properties and plant andmachinery (including fixtures and improvements); (ii) thirdparty liability insurance is in place; and (iii) the relevantinsurance policy for the Properties provides cover inrespect of three years‟ loss of rent.24 The Seller [Originator] has not received and (insofar as theSeller [Originator] is aware) neither the Borrower FacilityAgent nor the Borrower Security Trustee has receivedwritten notice that any insurance policy is about to lapse onaccount of failure by the relevant entity maintaining suchinsurance to pay the relevant premiums.(a) All information supplied by it or onits behalf to the Valuer for the purposes ofthe each Valuation was true, complete andaccurate in all material respects as at itsdate.(b) The information referred to inClause (a) above did not omit anyinformation which, if disclosed, mightadversely affect the relevant Valuation inany material respect.(c) Any financial projections providedby it or on its behalf in relation to theValuation have been prepared on the basisof recent historical information and on thebasis of assumptions believed by it to bereasonable at the time of such preparationin accordance with Good Industry Practice.(d) Each Obligor Valuation has beeninstructed by the Obligors to beundertaken in accordance with the thencurrentedition of the RICS Appraisal andValuation Standards and FinCo‟sinstructions in respect of each ObligorValuation has not contained any specialassumptions which would be unusual inthe context of such a valuation ofproperties of the same type and nature asthe Properties.Common Terms AgreementSchedule 1, General Representations andWarranties28 Insurances(a) In respect of all Insurances:(i) such Insurances are infull force and effect and allpremiums have been paid, and(ii) to the best of itsknowledge and belief, there areno outstanding claims under suchInsurances which are reasonablylikely to be adversely determinedand, if adversely determined,could reasonably be expected tohave a Material Adverse Effect.(b) There has been no breach of anyterm of any Insurances that, so far as it isaware, would entitle the relevant insurer tomaterially avoid such Insurances.(c) The Insurances maintained byeach of the Obligors are consistent withGood Industry Practice.Common Terms AgreementSchedule 1, General Representations andWarranties28 Insurances(a) In respect of all Insurances:(i) such Insurances are infull force and effect and allpremiums have been paid, and(ii) to the best of itsCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 10

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCknowledge and belief, there areno outstanding claims under suchInsurances which are reasonablylikely to be adversely determinedand, if adversely determined,could reasonably be expected tohave a Material Adverse Effect.(b) There has been no breach of anyterm of any Insurances that, so far as it isaware, would entitle the relevant insurer tomaterially avoid such Insurances.(c) The Insurances maintained byeach of the Obligors are consistent withGood Industry Practice.25 Prior to the date of the origination of each Loan, to the bestof the Seller‟s [Originator‟s] knowledge, that Loan and anyrelevant Related Security and the circumstances of theBorrowers satisfied in all material respects the lendingcriteria of the Seller [Originator].26 The Seller [Originator] has not received written notice andthe Seller [Originator] is not aware of (without having madeany specific enquiries) the bankruptcy, liquidation,receivership, administration or a winding up oradministrative order or dissolution made against anyBorrower or Property Owner.27 Prior to the origination or acquisition of each Loan, theSeller [Originator] undertook the due diligence described inthe Offering Circular in order to confirm that, inter alia, noneof the Borrowers has any material assets or liabilities (otherthan liabilities fully subordinated pursuant to subordinationagreements) save in relation to the Properties whichconstitute security for the relevant Loans.28 The particulars of the Mortgages and other elements of theRelated Security have been registered and perfected (orwill be registered and perfected with respect to thoseMortgages where registration or recording is pending at the# Registry) in a manner compliant with English or otherapplicable law.29 Since the date of origination or acquisition of the Loans, noamount of principal or interest due from any Borrower hasat any time been more than 14 days overdue at the datehereof.Not included in the transaction.Common Terms AgreementSchedule 1, General Representations andWarranties12 No Insolvency EventNo Insolvency Event has occurred or is continuingin relation to it.Not included in the transaction.Common Terms AgreementSchedule 1, General Representations andWarranties13 Status of securitySubject to the Reservations, each Obligor SecurityDocument to which it is a party confers the SecurityInterests it purports to confer over all of the assetsreferred to in it and it is the absolute legal andbeneficial owner of (or in the case of assets locatedin Scotland, is the registered or heritable proprietorand does not hold such assets on trust) the assets(including share capital in the Obligors) over whichit purports to confer a Security Interest and thoseSecurity Interests are not subject to any prior or paripassu or any other Security Interests (other thanany Permitted Security Interest) and those SecurityInterests are valid and effective.Not included in the transaction.30 The Seller [Originator] is not aware of any material default, Common Terms AgreementCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 11

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCmaterial breach or material violation under any LoanAgreement or the Mortgages or the Related Security whichhas not been remedied, cured or waived or of anyoutstanding material default, material breach or materialviolation by any Borrower under any Mortgage, RelatedSecurity or Loan or of any outstanding event which with thegiving of notice, the expiration of any applicable graceperiod or making of any determination, would constitutesuch a default, breach or violation.31 The Seller [Originator] has performed in all materialaspects all of its obligations under or in connection witheach Loan and so far as the Seller [Originator] is awarenone of the Borrowers has taken or threatened to take anyaction against the Seller [Originator], the [Borrower FacilityAgent] or the Borrower Security Trustee for any materialfailure on the part of the Seller [Originator], the [BorrowerFacility Agent] or the Borrower Security Trustee under anyLoan or Related Security to perform any such obligations.32 The Seller [Originator] is not aware of any litigation or claimcalling into question in any material way the Seller‟s[Originator‟s] or the Borrower Security Trustee‟s title to anyLoan, its Related Security or any Mortgage.33 Neither the Seller [Originator] nor (so far as the Seller[Originator] is aware) [the Borrower Facility Agent] or theBorrower Security Trustee received written notice of anydefault or forfeiture or irritancy of any Occupational Leasegranted in respect of the Properties or of the insolvency ofany tenant of the Properties which would, in any case,render the Properties unacceptable as security for thatLoan in the context of the applicable lending criteria.34 Prior to making the initial advance under any Loan, (i) noexpress recommendation was received by the SellerSchedule 1, General Representations andWarranties5 No Default(a) No Obligor Event of Default iscontinuing, or will result from the executionof, or the performance of any transactioncontemplated by, any Finance Document;(b) No Obligor Potential Event ofDefault is continuing, or will result from theexecution of, or the performance of anytransaction contemplated by, any FinanceDocument; and(c) no other event or circumstance isoutstanding which constitutes (or, with theexpiry of a grace period, the giving ofnotice, the making of any determination,the giving of any certificate or anycombination of any of the foregoing, wouldconstitute) a default or termination event(however described) under any otheragreement or instrument which is bindingon it or any of its Subsidiaries or to whichits (or any of its Subsidiaries‟) assets aresubject, which could reasonably beexpected to have a Material AdverseEffect.Not included in the transaction.Common Terms AgreementSchedule 1, General Representations andWarranties11 LitigationNo litigation, arbitration or administrativeproceedings before any court, arbitral body oragency (including any arising from or relating toEnvironmental Law) are current or, to itsknowledge, pending or threatened, which arereasonably likely to be adversely determined and, ifadversely determined, could reasonably beexpected to have a Material Adverse Effect.Common Terms AgreementSchedule 1, General Representations andWarranties37 Material HeadleaseNo Material Headlease is by its terms subject toforfeiture or irritancy on any Insolvency Event of anObligor.Common Terms AgreementSchedule 1, General Representations andCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 12

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLC[Originator] from a qualified surveyor or valuer to carry outany environmental audit, survey or report of the Propertieswhich was not pursued, unless otherwise determined bythe Seller [Originator] to not be necessary to perform priorto such origination or acquisition, and (ii) if any suchenvironmental audit, survey or report was performed priorto such origination or acquisition, the results of any suchenvironmental audit, survey or report which was procuredby the Seller [Originator] would have been taken intoaccount in the Original Valuation.Warranties25 Environmental complianceEach Obligor has, obtained all applicableEnvironmental Licences and have observed in allrespects the requirements of such EnvironmentalLicences and all Environmental Law necessary forthe conduct of its business, which if not obtained orobserved could reasonably be expected to have aMaterial Adverse Effect.26 Environmental Claims(a) No Environmental Claim hasbeen commenced or has been threatenedin writing against it which could reasonablybe expected to be adversely determinedagainst the relevant Obligor and, ifadversely determined against the relevantObligor, could reasonably be expected tohave a Material Adverse Effect, other thanas previously disclosed to the SecuredParticipants.(b) Any processes which are carriedout on the Property owned by it areregulated by the appropriateEnvironmental Law and have beenlicensed by the appropriate authorities.(c) There are no facts orcircumstances which will or are reasonablylikely to result in an Environmental Claimbeing commenced or threatened against it,which Environmental Claim couldreasonably be expected to be adverselydetermined against the relevant Obligorand, if adversely determined against therelevant Obligor, could reasonably beexpected to have a Material AdverseEffect.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 13

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCEnforcement mechanism(s)35 (a) In the event of there being a material breach of any ofthe representations and warranties of the Seller [Originator]contained in Schedule # (Representations and Warranties)in relation to the Issuer Assets, the Seller [Originator] shall,within 60 days (or such longer period not exceeding 90days as the Issuer or the Servicer may agree) of receipt ofwritten notice of such breach from the Issuer, remedy thematter giving rise to such breach of representation orwarranty if such matter is capable of remedy. If such matteris not capable of remedy or is not so remedied within thesaid period of 60 days (or such longer period not exceeding90 days as the Issuer or the Servicer may agree), theIssuer may sell and the Seller [Originator] shall, if requiredby the Issuer, repurchase (at the Seller‟s [Originator‟s]expense) all the rights, title, interest and benefit of theIssuer in, to and under the relevant Loan and RelatedSecurity as referred to in Clause # (Terms of Sale) above(the “Reacquired Assets”) for an aggregate amount equalto [...] the principal amount outstanding under the relevantLoan and corresponding Related Security comprised in theReacquired Assets together with interest which hasaccrued but not yet become payable) and costs (includingany swap breakage costs payable by the Issuer as a resultof any early termination of a Swap Transaction whichresults from such repurchase) up to (but excluding) thedate of completion of the sale of the Reacquired Assets.(b) The Seller [Originator] undertakes to notify the Issuer inwriting (and as soon as practicable upon becoming awareof the same) of any matter or thing which becomes knownto it and which is a breach which is likely to be consideredmaterial in the reasonable opinion of the Issuer of any ofthe said representations and warranties which wouldenable the Issuer to exercise its rights under this Clause #.(c) The Issuer will have no other remedy in respect of amaterial breach as set out in Clause (a) above, unless theOriginator fails to repurchase any Loan and RelatedSecurity in accordance with this Agreement. Uponbecoming aware of the same, the Servicer or the SpecialServicer (in the case of the Specially Serviced Loan) willnotify the [Issuer, the Borrower Facility Agent, the BorrowerSecurity Trustee, the Issuer Security Trustee, the NoteTrustee and the Rating Agencies] in writing of any matter orthing which becomes known to the Servicer or the SpecialServicer, respectively, which is a breach of any of therepresentations, warranties and undertakings of the Seller[Originator] contained in the Loan Sale Agreement and theServicer (or, for as long as the Loan is a Specially ServicedLoan, the Special Servicer) will promptly serve a notice ofsuch breach on the Originator as contemplated by Clause #(Warranties and Representations) of the Loan SaleAgreement]Not included in the transaction.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 14

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCTable 2# Benchmark TransactionRepresentations and Warranties36 As of the [signing] date, each of the Servicer andeach Special Servicer hereby represents andwarrants to [the Issuer, the Borrower SecurityTrustee, the Borrower Facility Agent, SecurityTrustee and the Note Trustee] that, without prejudiceto any of its specific obligations hereunder that:37 It is duly incorporated with all power and authority for itto own its assets, carry on its business as it is now beingconducted, and to execute, sign, deliver and perform thetransactions contemplated in the TransactionDocuments to which it is a party and the TransactionDocuments to which it is a party constitute its legal, validand binding obligations, enforceableagainst it in accordance with their terms;38 As far as it is aware, neither the signing and delivery ofthis Agreement nor any other Transaction Document towhich it is a party contravenes or constitutes a defaultunder, or causes to be exceeded any limitation on it orthe powers of its directors imposed by or contained in (i)any law or regulation by which it or any of its assets isbound or affected, (ii) its constitutive documents, or (iii)any agreement to which it is a party or by which it or anyof its assets is bound;39 It has duly obtained or made each authorisation,approval, consent, licence, exemption, registration ordeclaration required‟ on its part for or in connection withthe execution, validity, enforceability and performance ofeach of the Transaction Documents to which it is a partyand any matters contemplated thereby have beenunconditionally obtained and are in full force and effect,and there has been no default in the observance of anyconditions or restrictions imposed in, or in connectionwith, the same;Property Management Agreement2.1.1 Incorporation:(i) it is a limited liability company, dulyincorporated and validly existing under thelaws of England and Wales;(ii) it has the power and authority tocarry on its business as it is beingconducted; and(iii) it is capable of being sued in itsown right and it does not (nor do any of itsassets) enjoy any right of set-off or immunityfrom suit in respect of any of its obligationsunder the Finance Documents to which it isa party or in respect of any proceedings;Property Management Agreement2.1.4 Non-conflict: the entry into and performanceby it of, and the transactions contemplated by, theFinance Documents to which it is a party do not andwill not conflict with:(i) any law or regulation applicable toit and which is material in the context of thetransactions contemplated in the FinanceDocuments;(ii) its constitutional documents;(iii) any document or agreement whichis binding upon it or its assets, to the extentthat such conflict could reasonably beexpected to materially prejudice the interestsof the Secured Participants; or(iv) any licence that is required for thecarrying on of its business, to the extent thatsuch conflict could reasonably be expectedto materially prejudice the interests of theSecured Participants;Property Management Agreement2.1.5 Authorisations: all Authorisations (including,without limitation, Environmental Licences):(i) required to be obtained by it toenable the consummation and performanceof the transactions constituted by theFinance Documents to which it is a partyhave been obtained; and(ii) necessary for the conduct of itsbusiness in accordance with this Agreementand the carrying out by it of the Serviceshave been obtained, effected or compliedCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 15

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCwith, their terms and conditions have beencomplied with and they are in full force andeffect and have not been and, so far as it isaware, will not be revoked or otherwiseterminated as a result of entry into theFinance Documents to which it is a partyand the consummation of the transactionsconstituted thereby;(iii) necessary to make the FinanceDocuments to which it is a party admissiblein evidence in its jurisdiction of incorporationsubject to any Reservations have beenobtained and are in full force and effect;40 It is not a party to any relevant material litigation,arbitration or administrative proceedings and, to itsknowledge, no relevant material litigation, arbitration oradministrative proceedings are pending or threatenedagainst it; andProperty Management Agreement2.1.6 Litigation: no litigation, arbitration oradministrative proceedings before any court, arbitralbody or agency (including any arising from or relatingto Environmental Law) are current or, to itsknowledge, pending or threatened, which arereasonably likely to be adversely determined and:(i) would reasonably be expected torestrain its entry into, the exercise of rightsunder, or the performance, enforcement ofor compliance with any of its obligationsunder, the Finance Documents to which it isa party; or(ii) could reasonably be expected tomaterially prejudice the interests of theSecured Participants;41 No Servicer Insolvency Event has occurred in respect ofit, and it is not insolvent.Property Management Agreement2.1.7 No winding up or Insolvency Event: noInsolvency Event has occurred or is continuing inrelation to it;Enforcement mechanism(s)42 If any of the following events (each, a “Servicer Eventof Default”)occurs: [....]breach of any of therepresentations and waranties of the Servicer or aSpecial Servicer contained herein, which in the opinionof the Issuer is materially prejudicial to the interests ofthe Noteholders and such event continues unremediedfor a period of 30 days after receipt by the Servicer orthe Special Servicer of written notice from the IssuerSecurity Trustee requiring the same to be remedied orsuch longer time (but no longer than 90 days) as mayreasonably be necessary to cure the relevant breach,provided that the Servicer or the Special Servicer isproceeding with all due diligence required to cure suchbreach; then the Issuer may by notice in writing to theServicer or the relevant Special Servicer, as applicable,terminate the appointment of the Servicer or the relevantSpecial Servicer under this Agreement, as applicable towhich entity the relevant Servicer Event of Default inquestion applies, with effect from a date (not earlier thanthe date of such notice) specified in such noticeprovided that the termination of the appointment of theProperty Management Agreement2.3 Each Property Administrator shall as soonas reasonably practicable notify the Obligor SecurityTrustee and FinCo of any breach of any of therepresentations and warranties set out in Clause [2.1](Representations) above.11 Resignation/Termination of Appointment of aProperty Administrator and Appointment ofSuccessor Property Administrator11.2 [Upon the occurrence of a PropertyAdministrator Termination Event in respectof a Property Administrator, the relevantOwner, FinCo on behalf of the Owners orthe Obligor Security Trustee (acting inaccordance with the STID) may, subject toClause [11.4], at any time thereafter, bynotice in writing to the PropertyAdministrator (a “Default TerminationNotice”) with copies to the relevant Owner,Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 16

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCServicer or the relevant Special Servicer and theappointment of a successor Servicer or Special Servicersatisfies the requirements of Clause #. The Servicer oreach Special Servicer will deliver to the Issuer, theIssuer Security Trustee and the Note Trustee as soon aspracticable (but in any event within [#] days of becomingaware thereof ) a notice in writing of any Servicer Eventof Default that has occurred in respect of it. Notermination of the appointment of the Servicer or aSpecial Servicer under Clauses # will take effect unlessa successor Servicer or, as the case may be, asuccessor Special Servicer is appointed, suchappointment to be effective no later than the date oftermination of the outgoing Servicer or Special Servicerand the successor Servicer or successor SpecialServicer, as applicable, agrees in writing to be bound bythe terms of this Agreement and the other TransactionDocuments. If no successor Servicer or Special Serviceris appointed within 60 days of the termination ofappointment of the Servicer or Special Servicer, asapplicable, the Servicer or Special Servicer may, at theIssuer‟s expense (except where the termination hasresulted from a Servicer Event of Default), petition acourt of competent jurisdiction to appoint such asuccessor.FinCo on behalf of the Owners or theObligor Security Trustee (as applicable) andthe Rating Agencies, terminate theappointment of such Property Administratorunder this Agreement with effect from a datespecified in the Default Termination Noticebut without prejudice to any then existingrights and liabilities of the parties to thisAgreement.]11.3 Each Property Administrator shalldeliver to the relevant Owner, FinCo onbehalf of the Owners, the Obligor SecurityTrustee, the Obligor Cash Manager and theRating Agencies as soon as reasonablypracticable but in any event within [five]Business Days of becoming aware thereof, anotice of any Property AdministratorTermination Event in respect of suchProperty Administrator or any event which,with the giving of notice or lapse of time orcertification, would constitute a PropertyAdministrator Termination Event in respectof such Property Administrator.11.4 It is agreed by each party to thisAgreement that, following the resignation ortermination of a Property Administrator inaccordance with the terms of this Agreementand subject to Clause 11.12 and Clause [19](Professional Indemnity Insurance), suchresignation or, as the case may be,termination will not be effective until asubstitute Property Administrator approvedin writing by the Owner, FinCo and theObligor Security Trustee has been appointedand enters into an agreement onsubstantially the same terms as thisAgreement (the “Successor PropertyAdministrator”) and such PropertyAdministrator and the Rating Agencies havebeen notified in writing to that effect,provided that the approval of the ObligorSecurity Trustee shall not be required inrespect of any Successor PropertyAdministrator which is a member of theGroup and which has the competence,experience and resources necessary for theproper performance of such obligations forassets similar to the Properties.11.5 Subject to Clause 11.4, on or afterthe occurrence of an Obligor Event ofDefault, the Obligor Security Trustee (actingin accordance with the STID) may, by writtennotice to each Property Administrator, electimmediately to terminate this Agreement,and the Owners, FinCo and the PropertyAdministrators consent to any such electionby the Obligor Security Trustee.11.6 Each Property Administrator agreesto use all reasonable efforts to co-operatewith a Successor Property Administrator ineffecting the termination of itsresponsibilities and rights to conduct theServices under this Agreement. The relevantProperty Administrator shall provideCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 17

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCfamiliarisation training for employees of anySuccessor Property Administrator.11.7 Subject to Clause [11.8] below, onor prior to the Property Administrator FinalTermination Date in respect of a PropertyAdministrator, the relevant PropertyAdministrator shall at the request of therelevant Owner or FinCo on behalf of theOwners forthwith deliver as soon asreasonably practicable to the relevantSuccessor Property Administrator all booksof account, papers, records, registers,correspondence, legal information, financialinformation, documents and computerrecords (including all information stored oncomputer applications), whether in physicalform (maintained in libraries or other places)or in electronic form (maintained on sharednetwork drives or other computers systems)(all together, the “Information”), as may benecessary for the continued provision of theServices contemplated by this Agreement,and all monies (including cheques) andother assets held by such PropertyAdministrator on behalf of the relevantOwner. The relevant Property Administratorwill ensure that it will not, and will procurethat the Employees or its Affiliates will not,keep possession of copies of any such itemsor other items on which any confidentialinformation is recorded or stored, unlessrequired by law or regulation.11.8 To the extent that a PropertyAdministrator is required to do so in order tocomply with any relevant legislation, it mayretain copies or the originals of theInformation as may have been compiled inconnection with the provision of the Servicesthough shall in all cases provide completecopies to the relevant Owner and shall makeavailable for inspection by the relevantOwner, subject to reasonable notice, accessto the same.11.9 To the extent that compliance withthis Clause [11] shall require a PropertyAdministrator to disclose to the relevantSuccessor Property Administratorinformation of any kind which such PropertyAdministrator reasonably deems to beconfidential, such Successor PropertyAdministrator shall be required to enter intosuch customary licensing and confidentialityagreements as such Property Administratoror the relevant Owner or FinCo on behalf ofthe Owners shall deem reasonablynecessary to protect its interests.11.10 Each Property Administrator shallbe entitled to receive, on the PropertyAdministrator Final Termination Date inrespect of such Property Administrator, allfees and other monies accrued but unpaidup to such Property Administrator FinalTermination Date but shall not be entitled toany other or further compensation pursuantCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 18

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCto this Agreement.11.11 With effect from the PropertyAdministrator Final Termination Date inrespect of a Property Manager, the rightsand obligations of such PropertyAdministrator shall cease but suchtermination shall be without prejudice to:11.11.1 any liabilities of such PropertyAdministrator to the parties hereto incurredbefore such Property Administrator FinalTermination Date;11.11.2 any liabilities of the parties to thisAgreement to such Property Administratorincurred before such Property AdministratorFinal Termination Date; and11.11.3 (if this Agreement is to terminate inits entirety) any provision of this Agreementwhich is stated to continue after terminationof this Agreement which shall remain in fullforce and effect notwithstanding termination.11.12 The appointment of any SuccessorProperty Administrator shall not take effectuntil such Successor Property Administratorhas acceded to the CTA and the STID, andthe existing Property Administrator‟s rightsand obligations under the CTA and STIDhave been cancelled and discharged, byexecuting and delivering an AccessionMemorandum in accordance with the termsof the STID as an acting SecuredParticipant.11.13 Upon the Permitted Disposal orPermitted Withdrawal of a Property orOwner from the Security Group, thisAgreement will cease to apply to suchProperty or Owner (as applicable) and therelevant Property Administrator‟sappointment shall be terminated without anyfurther action required with immediate effectin respect of such Property or Owner (asapplicable) as from the date of suchPermitted Disposal or Permitted Withdrawal,without prejudice to any right or remedyagainst the relevant Property Administratorarising from any breach of this Agreementby the relevant Property Administrator priorto such Permitted Disposal or PermittedWithdrawal and, for the avoidance of doubt,this Agreement shall continue in full forceand effect in respect of the other Partieshereto.The language in Standard & Poor‟s Ratings Services‟ 17g-7 Benchmark reflects representations, warranties andenforcement mechanisms available to investors that commonly appear in the transaction documents for a specific type ofsecurity. In order to make the benchmarks generic, we made the following modifications. Specific article or section numbershave been replaced by a number symbol (Example: „Section 5‟ now reads as „Section #‟). Proper nouns have been replacedCopyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 19

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCwith the bracketed name of the role the entity plays in the transaction (Example: „ABC Corp‟ now reads as [Seller]). Numbersor amounts specific to a deal have been replaced with a number symbol (Example: „more than 30%‟ now reads as „morethan #%‟). Non-numerical characteristics have been replaced by a generic description (Example: „financing of agriculturaland 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‟s permission.See Disclaimer on the last page. Page 20

EMEA CMBSStandard & Poor's Ratings Services 17g-7 Disclosure Report: Intu (SGS) Finance PLCDisclaimerCopyright © 2013 by Standard & Poor‟s Financial Services LLC. All rights reserved.No content (including ratings, credit-related analyses and data, model, software or other application or outputtherefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any formby any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor‟sFinancial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful orunauthorized 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 oravailability 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 ofany data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALLEXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM 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 eventshall 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 incomeor lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content evenif advised of the possibility of such damages.Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as ofthe date they are expressed and not statements of fact. S&P‟s opinions, analyses and rating acknowledgmentdecisions (described below) are not recommendations to purchase, hold, or sell any securities or to make anyinvestment decisions, and do not address the suitability of any security. S&P assumes no obligation to update theContent following publication in any form or format. The Content should not be relied on and is not a substitute forthe skill, judgment and experience of the user, its management, employees, advisors and/or clients when makinginvestment and other business decisions. S&P does not act as a fiduciary or an investment advisor except whereregistered as such. While S&P has obtained information from sources it believes to be reliable, S&P does notperform 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 inanother jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend suchacknowledgement at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of theassignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged tohave been suffered on account thereof.S&P keeps certain activities of its business units separate from each other in order to preserve the independenceand objectivity of their respective activities. As a result, certain business units of S&P may have information that isnot available to other S&P business units. S&P has established policies and procedures to maintain theconfidentiality 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 ofsecurities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings andanalyses are made available on its Web sites, www.standardandpoors.com (free of charge), andwww.ratingsdirect.com and www.globalcreditportal.com (subscription), and may be distributed through other means,including via S&P publications and third-party redistributors. Additional information about our ratings fees is availableat www.standardandpoors.com/usratingsfees.STANDARD & POOR‟S, S&P, GLOBAL CREDIT PORTAL and RATINGSDIRECT are registered trademarks ofStandard & Poor‟s Financial Services LLC.Copyright © 2013 by Standard & Poor's Ratings Services LLC. All rights reserved. No reprint or dissemination without S&P‟s permission.See Disclaimer on the last page. Page 21