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

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