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

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

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