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

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