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

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