Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

OFFERING CIRCULAR
£638,100,000
Titan Europe 2007-1 (NHP) Limited
(incorporated with limited liability in Ireland with registration number 437005)
Commercial Mortgage Backed Floating Rate Notes due 2017
The Titan Europe 2007-1 (NHP) Limited (the ‘‘Issuer’’) £435,850,000 Class A Commercial Mortgage Backed Floating Rate Notes due
2017 (the ‘‘Class A Notes’’), £50,000 Class X Commercial Mortgage Backed Floating Rate Notes due 2017 (the ‘‘Class X Notes’’),
£42,150,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (the ‘‘Class B Notes’’), £42,000,000 Class C
Commercial Mortgage Backed Floating Rate Notes due 2017 (the ‘‘Class C Notes’’), £58,000,000 Class D Commercial Mortgage
Backed Floating Rate Notes due 2017 (the ‘‘Class D Notes’’), £60,000,000 Class E Commercial Mortgage Backed Floating Rate Notes
due 2017 (the ‘‘Class E Notes’’) and £50,000 Class V Commercial Mortgage Backed Floating Rate Notes due 2017 (the ‘‘Class V Notes’’
and together with the Class A Notes, the Class X Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes,
the ‘‘Notes’’) will be secured by the Issuer’s assets which will consist primarily of the senior tranche (the ‘‘Libra Loan’’) of a whole loan (the
‘‘Libra Whole Loan’’) secured by the freehold, long leasehold and part freehold and part leasehold of 294 healthcare properties and three
staff accommodation properties (each, a ‘‘Property’’ and together, the ‘‘Properties’’) situated in England, Wales, Scotland and Northern
Ireland (the ‘‘United Kingdom’’). References throughout this Offering Circular to ‘‘freehold’’ rights, title or interest shall be deemed to
include references to ‘‘heritable’’ rights, title or interest in relation to Properties located in Scotland and references to the ‘‘freeholder’’ shall
be deemed to include references to the ‘‘heritable proprietor’’.
This Offering Circular constitutes a prospectus (the ‘‘Prospectus’’) for the purposes of Directive 2003/71/EC (the ‘‘Prospectus
Directive’’). References throughout this document to the ‘‘Offering Circular’’ should be taken to read ‘‘Prospectus’’ for such purpose.
Application has been made to the Irish Financial Services Regulatory Authority (the ‘‘Financial Regulator in Ireland’’), as competent
authority under the Prospectus Directive, for the Prospectus to be approved. The approval from the Financial Regulator in Ireland relates
only to the Notes which are to be admitted to trading on the regulated market of The Irish Stock Exchange Limited (the ‘‘Irish Stock
Exchange’’) or other regulated markets for the purposes of Directive 93/22/EEC or which are to be offered to the public in any member
state of the European Economic Area. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official
List and to trading on its regulated market. There can be no assurance that such a listing will be obtained.
The Notes and interest accrued on the Notes will not be obligations or responsibilities of any person other than the Issuer. Interest and (to
the extent payable) principal on the Notes will be payable quarterly in arrear in pounds sterling on the 20 th calendar day of each January,
April, July and October or, if such day is not a Business Day, then the next succeeding Business Day (each, a ‘‘Payment Date’’). The first
Payment Date will be 20 July 2007.
At issue it is expected that the Notes (other than the Class V Notes) will be assigned the respective ratings of Standard & Poor’s Rating
Services, a division of The McGraw-Hill Companies, Inc. (‘‘S&P’’), Moody’s Investors Service, Inc. (‘‘Moody’s’’) and Fitch Ratings Ltd.
(‘‘Fitch’’) set forth in the table below. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time by the assigning rating organisation.
Class
Initial Principal
Amount Outstanding
Margin over LIBOR
or Interest Rate (1)
Assumed Final
Payment Date (2)
Maturity Date
Expected Rating
S&P/Moody’s/Fitch
A £435,850,000 0.25 per cent. January 2009 January 2017 AAA/Aaa/−
X £50,000 — January 2009 January 2017 AAA/−/−
B £42,150,000 0.35 per cent. January 2009 January 2017 AAA/−/AA
C £42,000,000 0.50 per cent. January 2009 January 2017 AA+/−/A
D £58,000,000 0.60 per cent. January 2009 January 2017 AA/−/A
E £60,000,000 0.90 per cent. January 2009 January 2017 A/−/BBB
V £50,000 — (3) January 2009 January 2017 NR/NR/NR
(1) The Notes, other than the Class X Notes and the Class V Notes, will bear interest at three-month LIBOR plus the margin specified above. The Class X Notes and the Class V
Notes will bear interest at a variable rate of interest, which, initially, will be the rates set forth under Condition 5(c)(ii) under ‘‘Terms and Conditions of the Notes’’ below.
(2) Calculated based upon assumptions that there are no prepayments, defaults, delinquencies, accelerations or extensions of the maturity of the Libra Whole Loan or the Notes
and the Libra Loan is repaid in accordance with the Modelling Assumptions ‘‘Estimated Average Lives of the Notes and Assumptions—Weighted Average Life of Notes’’ herein.
(3) The Class V Notes will entitle the holders thereof to the Class V Amount not otherwise payable to the other classes of Notes, as described herein under‘‘Terms and Conditions
of the Notes—Condition 3(b) (Security and Priority of Payments)’’. The Class V Notes are paid solely from amounts standing to the credit of the Class V Account and therefore
do not rank against any other classes of Notes with respect to any amounts distributable from the Collection Account to such classes.
THE NOTES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
‘‘SECURITIES ACT’’), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND, UNLESS SO REGISTERED, MAY NOT
BE OFFERED OR SOLD EXCEPT TO (A) QUALIFIED INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT, ‘‘QUALIFIED INSTITUTIONAL BUYERS’’) IN TRANSACTIONS COMPLYING WITH THE REQUIREMENTS OF RULE 144A UNDER
THE SECURITIES ACT (‘‘RULE 144A’’) AND (B) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS IN
ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT. THE NOTES ARE NOT TRANSFERABLE EXCEPT UPON
SATISFACTION OF CERTAIN CONDITIONS AS DESCRIBED UNDER ‘‘TRANSFER RESTRICTIONS’’ HEREIN.
If any withholding or deduction for or on account of tax is applicable to payments of interest and principal on the Notes, such payments
will be made subject to such withholding or deduction without the Issuer being obliged to pay any additional amounts as a consequence.
The Notes are expected to settle in book-entry form through the facilities of Clearstream Banking, société anonyme (‘‘Clearstream,
Luxembourg’’) and Euroclear Bank N.A./S.V. (‘‘Euroclear’’) on or about 24 May 2007 (the ‘‘Closing Date’’) against payment therefor in
immediately available funds.
See ‘‘Risk Factors’’ for a discussion of certain factors that should be considered in connection with an investment in the Notes.
Credit Suisse
MANAGER
The date of this Offering Circular is 23 May 2007.

TABLE OF CONTENTS
NOTICE TO INVESTORS.................................................................................................................................................................................... 3
EXECUTIVE SUMMARY.................................................................................................................................................................................. 11
STRUCTURE CHART........................................................................................................................................................................................ 13
SUMMARY ......................................................................................................................................................................................................... 14
RISK FACTORS.................................................................................................................................................................................................. 38
Loan Related Risks ..................................................................................................................................................................................... 38
Notes Related Risks .................................................................................................................................................................................... 62
Conflicts of Interest..................................................................................................................................................................................... 68
THE PARTIES..................................................................................................................................................................................................... 71
THE LIBRA LOAN AND PROPERTIES .......................................................................................................................................................... 73
General ........................................................................................................................................................................................................ 73
Certain Loan Definitions............................................................................................................................................................................. 73
Underwriting of the Libra Whole Loan ...................................................................................................................................................... 82
Obligors Under the Libra Whole Loan....................................................................................................................................................... 84
Certain Terms of the Libra Whole Loan..................................................................................................................................................... 86
Security for the Libra Whole Loan ............................................................................................................................................................. 90
Senior Intercreditor Deed............................................................................................................................................................................ 92
PIK Facility Intercreditor Deed .................................................................................................................................................................. 94
The Libra Properties.................................................................................................................................................................................... 95
Description of the Occupational Leases for the Principal Tenant.............................................................................................................. 97
CERTAIN CHARACTERISTICS OF THE LIBRA LOAN AND PROPERTIES.......................................................................................... 100
Additional Information ............................................................................................................................................................................. 101
Loan Sale Agreement................................................................................................................................................................................ 101
THE STRUCTURE OF THE ACCOUNTS...................................................................................................................................................... 106
The Libra Tranching Account................................................................................................................................................................... 106
The Issuer’s Accounts............................................................................................................................................................................... 106
DESCRIPTION OF THE NOTE TRUST DEED ............................................................................................................................................. 113
DESCRIPTION OF THE SWAP TRANSACTIONS....................................................................................................................................... 114
Swap Transactions .................................................................................................................................................................................... 114
SERVICING....................................................................................................................................................................................................... 118
Introduction ............................................................................................................................................................................................... 118
Roles of the Servicer and the Special Servicer......................................................................................................................................... 118
The Controlling Class ............................................................................................................................................................................... 119
The Controlling Party................................................................................................................................................................................ 120
Rights of the Controlling Party ................................................................................................................................................................. 122
Advancing ................................................................................................................................................................................................. 124
Appraisals and Valuations ........................................................................................................................................................................ 126
Annual Review Procedure ........................................................................................................................................................................ 127
Quarterly Reporting .................................................................................................................................................................................. 127
Enforcement of the Libra Whole Loan..................................................................................................................................................... 128
Modifications, Waivers, Amendments, Consents and Substitutions........................................................................................................ 131
Calculations............................................................................................................................................................................................... 132
Insurance ................................................................................................................................................................................................... 132
Delegation by the Servicer and the Special Servicer................................................................................................................................ 132
Servicing Fee, Special Servicing Fee, Liquidation Fee and Workout Fee............................................................................................... 133
Termination of Appointment of Servicer or Special Servicer.................................................................................................................. 134
General ...................................................................................................................................................................................................... 135
Purchase Right of the Servicer and the Special Servicer.......................................................................................................................... 135
Enforcement of the Notes ......................................................................................................................................................................... 136
CASH MANAGEMENT ................................................................................................................................................................................... 137
ESTIMATED AVERAGE LIVES OF THE NOTES AND ASSUMPTIONS................................................................................................. 141
THE ISSUER ..................................................................................................................................................................................................... 146
DESCRIPTION OF THE NOTES..................................................................................................................................................................... 150
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................................................. 154
OFFERING EXPENSES ................................................................................................................................................................................... 185
CERTAIN ASPECTS OF THE LIBRA LOAN................................................................................................................................................ 186
Certain Matters of English Law................................................................................................................................................................ 186
Certain Matters of Scots Law ................................................................................................................................................................... 197
Certain Matters of Northern Irish law....................................................................................................................................................... 200
Certain Matters of Cayman Islands Law .................................................................................................................................................. 202
Certain Matters of Jersey Law .................................................................................................................................................................. 203
IRISH TAXATION............................................................................................................................................................................................ 207
UNITED KINGDOM TAXATION................................................................................................................................................................... 212
UNITED STATES TAXATION ....................................................................................................................................................................... 214
U.S. ERISA CONSIDERATIONS .................................................................................................................................................................... 220
LEGAL INVESTMENT .................................................................................................................................................................................... 222
SUBSCRIPTION AND SALE........................................................................................................................................................................... 223
TRANSFER RESTRICTIONS .......................................................................................................................................................................... 225
GENERAL INFORMATION ............................................................................................................................................................................ 227
APPENDIX 1 INDEX OF DEFINED TERMS................................................................................................................................................ 229
APPENDIX 2 FORM OF STATEMENT TO NOTEHOLDERS.................................................................................................................... 235
APPENDIX 3 COLLATERAL AND STRUCTURAL TERM SHEET.......................................................................................................... 236
APPENDIX 4 THE BORROWER ................................................................................................................................................................... 237
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NOTICE TO INVESTORS
The Notes of each class sold in reliance upon Rule 144A under the Securities Act (“Rule 144A”) will on
issue be represented by one or more global notes in registered form for each such class of Notes (each, a “Rule
144A Global Note” and together, the “Rule 144A Global Notes”). The Notes of each class sold in offshore
transactions in reliance on Regulation S under the Securities Act (“Regulation S”) will initially be represented
by one or more global notes in registered form for each such class of Notes (each, a “Regulation S Global
Note” and together, the “Regulation S Global Notes” and, together with the Rule 144A Global Notes, the
“Global Notes”).
The Global Notes will be deposited with or to the order of ABN AMRO GSTS Nominees Limited, as
nominee for ABN AMRO Bank N.V. (London Branch), as common depository (the “Common Depository”)
for the account of Euroclear and Clearstream, Luxembourg. Each of Euroclear and Clearstream, Luxembourg
will record the beneficial interests in the Notes attributable to the relevant Global Notes (“Book-Entry
Interests” and each, a “Book-Entry Interest”). Book-Entry Interests in the Notes will be shown on, and
transfers thereof will be effected only through, records maintained in book entry form by Euroclear or
Clearstream, Luxembourg, and their respective participants. Prior to the 40 th day after the Closing Date,
beneficial interests in the Regulation S Global Notes may be held only through Euroclear or Clearstream,
Luxembourg. No person who owns a Book-Entry Interest will be entitled to receive a Note in definitive form (a
“Definitive Note”) unless Definitive Notes are issued in the limited circumstances described in “Terms and
Conditions of the Notes—Condition 2 (Definitive Notes)”. Definitive Notes will be issued in registered form
only. See also “Description of the Notes”.
The Issuer accepts responsibility for the information contained in this Offering Circular (other than the
information described in the following eight paragraphs). To the best of the knowledge and belief of the Issuer,
the information contained in this Offering Circular (other than the information described in the following six
paragraphs) is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Libra 2007 (NHP) Limited (the “Loan Seller”) accepts responsibility for the information contained in the
section of this Offering Circular entitled “The Parties” insofar as the same relates to it. To the best of the
knowledge and belief of the Loan Seller the information contained in that section of this Offering Circular
(insofar as the same relates to it) is in accordance with the facts and does not omit anything likely to affect the
import of such information.
CS Funding 1 Limited (the “Original Lender”) accepts responsibility for the information contained in the
section of this Offering Circular entitled “The Parties” and “Certain Characteristics of the Libra Loan and the
Properties” solely insofar as the same relates to it (the “Original Lender Information”). To the best of the
knowledge and belief of the Original Lender, the Original Lender Information contained in this Offering
Circular is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Credit Suisse (the “Loan Arranger”) accepts responsibility for the information contained in the section of
this Offering Circular entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and
belief of the Loan Arranger the information contained in that section of this Offering Circular (insofar as the
same relates to it) is in accordance with the facts and does not omit anything likely to affect the import of such
information.
The Swap Provider accepts responsibility for the information contained in the section of this Offering
Circular entitled “The Parties” and “Description of the Swap Transactions” insofar as the same relates to it. To
the best of the knowledge and belief of the Swap Provider, the information contained in those sections of the
Offering Circular (insofar as the same relates to it) is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Advance Provider accepts responsibility for the information contained in the section of this Offering
Circular entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and belief of the
Advance Provider, the information contained in that section of the Offering Circular (insofar as the same relates
to it) is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Backup Advance Provider accepts responsibility for the information contained in the section of this
Offering Circular entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and
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elief of the Backup Advance Provider the information contained in that section of this Offering Circular
(insofar as the same relates to it) is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Servicer accepts responsibility for the information contained in the section of this Offering Circular
entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and belief of the Servicer,
the information contained in that section of the Offering Circular (insofar as the same relates to it) is in
accordance with the facts and does not omit anything likely to affect the import of such information.
The Special Servicer accepts responsibility for the information contained in the section of this Offering
Circular entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and belief of the
Special Servicer, the information contained in that section of the Offering Circular (insofar as the same relates to
it) is in accordance with the facts and does not omit anything likely to affect the import of such information.
No person is or has been authorised in connection with the issue and sale of the Notes to give any
information or to make any representation not contained in this Offering Circular and, if given or made, such
information or representation must not be relied upon as having been authorised by or on behalf of the Manager,
the Loan Arranger, the Original Lender, the Loan Seller, the Servicer, the Special Servicer, the Note Trustee, the
Cash Manager, the Corporate Services Provider, the Paying Agents, the Agent Bank, the Registrar, the Advance
Provider, the Backup Advance Provider, the Swap Provider, the Operating Bank, the Issuer or the shareholders
of the Issuer. Neither the delivery of this Offering Circular nor any sale or allotment made in connection with
the offering of any of the Notes shall, under any circumstances, constitute a representation or create any
implication that there has been no change in the information contained herein since the date hereof or that the
information contained herein is correct as of any time subsequent to its date.
The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer.
In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Loan Arranger, the
Original Lender, the Loan Seller, or any associated body of any of the aforementioned, or of or by the Manager,
the Servicer, the Special Servicer, the Note Trustee, the Cash Manager, the Corporate Services Provider, the
Paying Agents, the Agent Bank, the Registrar, the Advance Provider, the Backup Advance Provider, the Swap
Provider or the Operating Bank or any of their respective affiliates or shareholders or the shareholders of the
Issuer, and none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make
payment of any amount due on the Notes.
Other than the approval by the Financial Regulator in Ireland of this Offering Circular as a prospectus in
accordance with the requirements of the Prospectus Directive and implementing measures in Ireland, application
having been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on
its regulated market and the filing of this Offering Circular as a prospectus with the Companies Registration
Office in Ireland, no action has been or will be taken to permit a public offering of the Notes or the distribution
of this Offering Circular in any jurisdiction where action for that purpose is required. The distribution of this
Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into
whose possession this Offering Circular (or any part hereof) comes are required by the Issuer and the Manager
to inform themselves about, and to observe, any such restrictions. Neither this Offering Circular nor any part
hereof constitutes an offer of, or an invitation by or on behalf of the Issuer or the Manager to subscribe for or
purchase any of the Notes and neither this Offering Circular, nor any part hereof, may be used for or in
connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which
such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or
solicitation. For a further description of certain restrictions on offers and sales of the Notes and distribution of
this Offering Circular (or any part hereof) see “Subscription and Sale” below.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN
APPLICATION FOR A LICENSE HAS BEEN FILED UNDER NEW HAMPSHIRE
REVISED STATUTES ANNOTATED, CHAPTER 421-B (“RSA 421-B”) WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF
NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS
4

TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A
SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR
RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO
ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
NOTICE TO UNITED KINGDOM INVESTORS
The Notes may not be offered or sold to persons in the United Kingdom except to persons who are
authorised and regulated by the Financial Services Authority or to persons who have professional experience in
matters of investment within the meaning of article 19 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”). This Offering Circular and any other communication in
connection with the offering and issuance of the Notes is intended for and directed at and may only be issued or
passed on to a person authorised and regulated by the Financial Services Authority or to a person of a kind
described in either Article 19 or Article 49(2) of the Order or a person to whom this Offering Circular or any
other such communication may otherwise lawfully be issued or passed on (all such persons together being
referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to which this communication relates is available
only to relevant persons and will be engaged in only with relevant persons.
NOTICE TO U.S. INVESTORS
Each purchaser of the Notes will be deemed to have made the representations, warranties and
acknowledgements that are described in this Offering Circular under “Transfer Restrictions”.
The Notes have not been and will not be registered under the Securities Act or the securities laws of any
state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby
notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of
the Notes, see “Notice to Investors”, “Subscription and Sale” and “Transfer Restrictions”.
NOTICE TO FRENCH INVESTORS
The Notes have not been and will not be offered or sold to the public in France (appel public à l’épargne),
and no offering or marketing materials relating to the Notes must be made available or distributed in any way
that would constitute, directly or indirectly, an offer to the public in the Republic of France.
The Notes may only be offered or sold in the Republic of France to qualified investors (investisseurs
qualifies) and/or to a limited group of investors (cercle restreint d’investisseurs) as defined in and in accordance
with articles L.411-1 and L.411-2 of the French Code monétaire et financier and Decree n°98-880 dated 1
October 1998.
Prospective investors are informed that:
(i) this Offering Circular has not been submitted for clearance to the French financial market authority
(Autorité des Marchés Financiers);
(ii) in compliance with the Decree n°98-880 dated 1 October 1998 any investors subscribing for the Notes
should be acting for their own account;
(iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be
made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 of the French Code monétaire et
financier.
5

NOTICE TO GERMAN INVESTORS
The Notes will not be offered, sold or publicly promoted or advertised in the Federal Republic of Germany
other than in compliance with the German Securities Prospectus Act (Gesetz über die Erstellung, Billigung und
Veröffentlichung des Prospekts, der beim öffentlichen Angebot von Wertpapieren oder bei der Zulassung von
Wertpapieren zum Handel an einem organisierten Markt zu veröffenlichen ist – Wertpapierprospektgesetz) as of
22 June 2005, effective as of 1 July 2005 as amended, or any other laws and regulations applicable in the
Federal Republic of Germany governing the issue, offering and sale of securities.
NOTICE TO LUXEMBOURG RESIDENTS
Neither the Notes, this Offering Circular nor any other material relating to the Notes will be offered, sold,
distributed or otherwise made available in the Grand Duchy of Luxembourg other than in compliance with the
law of 12 July 2005 on prospectuses for securities.
NOTICE TO ITALIAN INVESTORS
Neither the Notes, this Offering Circular nor any other material relating to the Notes will be offered, sold,
delivered, distributed or made available in the Republic of Italy other than:
(a) to professional investors (investitori professionali) as defined in article 30, paragraph 2, of Legislative
Decree No. 58 of 24 February 1998 (the “Financial Laws Consolidation Act”), as subsequently
amended and supplemented, which refers to the definition of “operatori qualificati” as defined in
article 31, paragraph 2, of CONSOB Regulation No. 11522 of 1 July 1998, as subsequently amended
and supplemented; or
(b) in circumstances which are exempted from the rules on solicitation of investments (sollecitazione
all’investimento) pursuant to article 100 of the Financial Laws Consolidation Act and article 33,
paragraph 1, of CONSOB Regulation n. 11971 of 14 May 1999, as subsequently amended and
supplemented; and
(c) in any case, in accordance with applicable Italian laws and regulations.
Any offer of the Notes of the relevant class or classes to professional investors in the Republic of Italy shall
be made only by banks, investment firms or financial companies enrolled in the special register provided for in
Article 107 of the Consolidated Banking Act, to the extent that they are duly authorised to engage in the
placement and/or underwriting of financial instruments in the Republic of Italy in accordance with the relevant
provisions of the Financial Laws Consolidation Act and/or any other applicable laws and regulations.
In connection with the subsequent distribution of the Notes in the Republic of Italy, Article 100-bis of the
Financial Laws Consolidation Act requires, in certain cases, compliance, also with respect to any offer, sale or
delivery of the Notes in the secondary market in Italy, with the public offering rules and disclosure requirements
under the Consolidated Financial Act and the applicable CONSOB regulations.
Insofar as the requirements above are based on laws which are superseded at any time pursuant to the
implementation of the Directive 2003/71/EC (“Prospectus Directive”), such requirements shall be replaced by
the applicable requirements under the Prospectus Directive and the relevant implementation laws and
regulations.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
In relation to each Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a “Relevant Member State”), the Issuer has represented and agreed that with effect from and
including the date on which the Prospectus Directive is implemented in that Relevant Member State (the
“Relevant Implementation Date”) it has not made and will not make an offer of Notes to the public in that
Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been approved
by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date,
make an offer of Notes to the public in that Relevant Member State at any time:
6

(a) to legal entities which are authorised or regulated to operate in the financial markets or, if not so
authorised or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of
more than €50,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant
to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer of Notes to the public” in relation to any Notes
in any Relevant Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to
purchase or subscribe the Notes, as the same may be varied in that Member State by any measure implementing
the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant Member State.
NOTICE TO DUTCH INVESTORS
The Notes will only be offered to professional market parties in the meaning of section 1.1 of the Act on
Financial Supervision (Wet op het financieel toezicht) and section 3 of the decree on definitions relating thereto
(besluit definitiebepalingen Wet op het financieel toezicht), as amended from time to time.
NOTICE TO SPANISH INVESTORS
Neither the Notes nor this Offering Circular have been approved or registered in the administrative
registries of the Spanish Securities Markets Commission (Comisión Nacional del Mercado de Valores).
Accordingly, the Notes may not be offered in Spain except in circumstances which do not constitute a public
offer of securities in Spain within the meaning of article 30bis of the Spanish Securities Market Law of 28 July
1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores), as amended and restated, and supplemental rules
enacted thereunder.
NOTICE TO BELGIAN INVESTORS
The offer of the Notes is exclusively conducted under applicable private placement exemptions and
therefore it has not been and will not be notified by the Issuer or by the competent authority of the home
member state of the Issuer pursuant to Article 18.1 of the Prospectus Directive to, and the Offering Circular or
any other offering material relating to the Notes has not been, and will not be, approved by the Belgian Banking,
Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances / Commissie voor het
Bank, Financie en Assurantiewezen) (the “BFIC”). Accordingly, such offer may not be advertised and each
initial purchaser has represented, warranted and agreed that it has not offered, sold, resold, transferred or
delivered, and will not offer, sell, resell, transfer or deliver, the Notes and that it has not advertised or
distributed, or will not advertise or distribute this Offering Circular or any other information circular, brochure
or similar document relating to the Notes, either directly or indirectly, to any individual or legal entity in
Belgium other than in circumstances which do not constitute an offer to the public in Belgium pursuant to the
Belgian law of 22 April 2003 on the public offering of securities (loi relative aux offres publiques de titres / wet
betreffende de openbare aanbiedingen van effecten), as interpreted in accordance with the communication of 16
June 2005 of the BFIC and as will be replaced by the Belgian law implementing the Prospectus Directive
2003/71/EC.
In addition, each offer to sell or each sale of Notes must be made in compliance with the provisions of the
Law of 14 July 1991 on trade practices and consumer protection (loi sur les pratiques du commerce et sur
l’information et la protection du consommateur / wet betreffende de handelspraktijken en de voorlichting en
bescherming van de consument), to the extent such law is applicable pursuant to the Royal Decree of 5
December 2000 making applicable certain provisions of the Law of 14 July 1991 on trade practices and
consumer protection on financial instruments, securities and values (arrêté royal rendant applicables aux
instruments financiers et aux titres et valeurs certaines dispositions de la loi du 14 Juillet 1991 sur les pratiques
du commerce et sur l’information et la protection du consommateur / koninklijk besluit waarbij sommige
bepalingen van de wet van 14 Juli 1991 betreffende de handelspraktijken en de voorlichting en bescherming van
de consument, van toepassing worden verklaard op financiële instrumenten, effecten en waarden).
7

NOTICE TO DANISH INVESTORS
This Offering Circular has not been filed with or approved by any authority in the Kingdom of Denmark.
The Notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in the
Kingdom of Denmark, unless in compliance with the Danish Act on Trading in Securities and the Danish
Executive Order No. 166 of 13 March 2003 on the First Public Offer of Certain Securities issued pursuant
hereto as amended from time to time.
NOTICE TO SWEDISH INVESTORS
This Offering Circular has not and will not be registered with the Swedish Financial Supervisory Authority.
Accordingly, this Offering Circular may not be made available, nor may the Notes otherwise be marketed and
offered for sale, in Sweden other than in circumstances which are deemed not to be an offer to the public in
Sweden under the Financial Instruments Trading Act (1991:980).
NOTICE TO AUSTRIAN INVESTORS
The Notes may be offered and sold in Austria only in accordance with the provisions of the Banking Act,
the Securities Supervision Act of Austria (Bankwesengesetz and Wertpapieraufsichtsgesetz) and any other
applicable Austrian law. The Notes have not been admitted to public offer in Austria under the provisions of the
Capital Markets Act or the Investment Fund Act or the Exchange Act (Kapitalmarktgesetz,
Investmentfondsgesetz or Börsengesetz). Consequently, in Austria, the Notes may not be offered or sold directly
or indirectly by way of a public offering in Austria and will only be available to a limited group of persons
within the scope of their professional activities.
AVAILABLE INFORMATION
The Issuer has agreed that, for so long as any of the Notes are restricted securities within the meaning of
Rule 144(a)(3) under the Securities Act, it will, during any period in which it is not subject to and in compliance
with the reporting requirements of Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as
amended (the “Exchange Act”), nor exempt from reporting under the Exchange Act pursuant to Rule 12g3-2(b)
thereunder, make available to any holder or beneficial owner of such restricted securities or to any prospective
purchaser designated by such holder or beneficial owner of such restricted securities in order to permit
compliance by such holder or beneficial owner with Rule 144A in connection with the resale of such restricted
securities or any interest therein, in each case at the request of such holder, beneficial owner or prospective
purchaser to the Issuer, the information specified in, and meeting the requirements of, Rule 144A(d)(4) under
the Securities Act.
ENFORCEABILITY OF UNITED STATES JUDGMENTS
The Issuer is a private company incorporated with limited liability in Ireland. Two of the directors of the
Issuer currently reside in Ireland and one currently resides in England. As a result, it may not be possible to
effect service of process within the United States upon such persons to enforce against them judgments of courts
of the United States predicated upon the civil liability provisions of the federal or state securities laws of the
United States. There is doubt as to the enforceability in Ireland in original actions or in actions for enforcement
of judgments of United States courts of civil liabilities predicated solely upon such securities laws.
UNITED STATES IRS CIRCULAR 230 NOTICE
This Offering Circular is not intended or written to be used, and cannot be used, for the purpose of avoiding
U.S. federal, state, or local tax penalties. This Offering Circular is written and provided by the Issuer in
connection with the promotion or marketing by each of the Issuer and the Manager of the transactions or matters
addressed in this Offering Circular. Investors should seek advice based on their particular circumstances from an
independent tax adviser.
CERTAIN UNITED STATES TAX DISCLOSURE
Notwithstanding anything to the contrary contained in this Offering Circular or any document related to or
affecting the transaction contemplated herein, all persons may disclose to any and all persons, without limitation
of any kind, the United States federal, state and local income tax treatment of the Notes and the Issuer, any fact
relevant to understanding the United States federal, state and local tax treatment of the Notes and the Issuer, and
8

all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax
treatment; provided that no person may disclose the name of or identifying information with respect to any party
identified herein or in the Relevant Documents or any pricing terms or other non-public business or financial
information that is unrelated to the purported or claimed United States federal, state and local income tax
treatment of the transaction and is not relevant to understanding the purported or claimed United States federal,
state and local income tax treatment of the transaction, without the prior consent of the Issuer.
OFFEREE ACKNOWLEDGMENTS
Each person receiving this Offering Circular, by acceptance hereof, hereby acknowledges that:
This Offering Circular has been prepared by the Issuer solely for the purpose of offering the Notes
described herein. Notwithstanding any investigation that the Manager may have made with respect to the
information set forth herein, this Offering Circular does not constitute, and shall not be construed as, any
representation or warranty by the Manager as to the adequacy or accuracy of the information set forth herein.
Delivery of this Offering Circular to any person other than the prospective investor and those persons, if any,
retained to advise such prospective investor with respect to the possible offer and sale of the Notes is
unauthorised, and any disclosure of any of its contents for any purpose other than considering an investment in
the Notes is strictly prohibited. A prospective investor shall not be entitled to, and must not rely on, this
Offering Circular unless it was furnished to such prospective investor directly by the Issuer or the Manager.
The obligations of the parties to the transactions contemplated herein are set forth in and will be governed
by certain documents described herein, and all of the statements and information contained herein are qualified
in their entirety by reference to such documents. This Offering Circular contains summaries, which the Issuer
believes to be accurate, of certain of these documents, but for a complete description of the rights and
obligations summarised herein, reference is hereby made to the actual documents, copies of which may (on
giving reasonable notice) be obtained from the Note Trustee.
EACH PERSON RECEIVING THIS OFFERING CIRCULAR ACKNOWLEDGES THAT (I)
SUCH PERSON HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST AND TO REVIEW,
AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TO BE
NECESSARY TO VERIFY THE ACCURACY OF OR TO SUPPLEMENT THE INFORMATION
HEREIN, (II) SUCH PERSON HAS NOT RELIED ON THE MANAGER OR ANY PERSON
AFFILIATED WITH THE MANAGER IN CONNECTION WITH ITS INVESTIGATION OF THE
ACCURACY OF SUCH INFORMATION OR ITS INVESTMENT DECISION, (III) NO PERSON HAS
BEEN AUTHORISED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION
REGARDING THE NOTES OTHER THAN AS CONTAINED HEREIN, AND IF GIVEN OR MADE,
ANY SUCH OTHER INFORMATION OR REPRESENTATION SHOULD NOT BE RELIED UPON
AS HAVING BEEN AUTHORISED, AND (IV) NEITHER THE DELIVERY OF THIS OFFERING
CIRCULAR NOR ANY SALE MADE HEREUNDER WILL CREATE ANY IMPLICATION THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE HEREOF.
EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL AND TAX
ADVISORS FOR INVESTMENT, LEGAL AND TAX ADVICE AND AS TO THE DESIRABILITY
AND CONSEQUENCES OF AN INVESTMENT IN THE NOTES.
FORWARD-LOOKING STATEMENTS
Certain matters contained herein are forward-looking statements. Such statements appear in a number of
places in this Offering Circular, including with respect to assumptions on prepayment and certain other
characteristics of the Libra Loan and reflect significant assumptions and subjective judgments by the Issuer that
may or may not prove to be correct. Such statements may be identified by reference to a future period or
periods and the use of forward-looking terminology such as “may”, “will”, “could”, “believes”, “expects”,
“projects”, “anticipates”, “continues”, “intends”, “plans” or similar terms. Consequently, future results may
differ from the Issuer’s expectations due to a variety of factors, including (but not limited to) the economic
environment and changes in governmental regulations, fiscal policy, planning or tax laws in the United
Kingdom or Ireland. Moreover, past financial performance should not be considered a reliable indicator of
future performance and prospective purchasers of the Notes are cautioned that any such statements are not
guarantees of performance and involve risks and uncertainties, many of which are beyond the control of the
Issuer. The Manager has not attempted to verify any such statements and does not make any representation,
express or implied, with respect thereto.
9

REFERENCES TO CURRENCIES
All references in this document to “Sterling”, “sterling”, “pounds” or “£” are to the lawful currency for
the time being of the United Kingdom of Great Britain and Northern Ireland.
All references to “euro” “Euro” or “€” are to the currency introduced at the commencement of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European Community,
as amended by the Treaty on European Union, as amended by the Treaty of Amsterdam.
Credit Suisse Securities (Europe) Limited and Credit Suisse International are regulated by the Financial
Services Authority. Credit Suisse is regulated by the Swiss Federal Banking Commission (Eidenössiche
Bankenkomission). In the United Kingdom, Credit Suisse is additionally authorised and regulated by the
Financial Services Authority.
STABILISATION
In connection with the distribution of the Notes, Credit Suisse Securities (Europe) Limited (the “Stabilising
Manager”) may over-allot or effect transactions with a view to supporting the market price of the Notes at a
level which might be higher than that which might otherwise prevail for a limited period after the issue date
subject to a maximum of 105% of the aggregate principal amount of the issue. However, there may be no
obligation of the Stabilising Manager (or any agent or affiliate of the Stabilising Manager) to do this. Such
stabilising, if commenced, may be discontinued at any time, shall be in accordance with all applicable laws
(including but not limited to the Financial Services and Markets Act 2000 of the United Kingdom and Section 2
of the United Kingdom Financial Services Authority’s Market Conduct Sourcebook) and must be brought to an
end at the earliest of, either no later than 30 days after the date on which the Issuer receives the proceeds of the
sale of the Notes or no later than 60 calendar days after the date of allotment of the Notes (as defined in the
glossary to the United Kingdom Financial Services Authority’s Handbook of Rules and Guidance). Any loss or
profit sustained as a consequence of any such over-allotment or stabilising shall be for the account of Credit
Suisse Securities (Europe) Limited.
10

EXECUTIVE SUMMARY
This Executive Summary highlights selected information regarding the Notes and the Libra Loan. This
Executive Summary does not contain all of the information that a prospective investor in the Notes will need to
consider in making an investment decision. Prior to investing in the Notes, prospective investors should
read carefully this Offering Circular in full, including the information set forth under “Risk Factors”.
The Libra Loan
The Issuer, Titan Europe 2007-1 (NHP) Limited, was incorporated in Ireland on 28 March 2007
(registration number 437005) as a private company limited by shares under the Companies Acts 1963 to 2006 of
Ireland. The registered office of the Issuer is at First Floor, 7 Exchange Place, International Financial Services
Centre, Dublin 1, Ireland. The Issuer will issue the Notes on 24 May 2007 (or such other date as the Issuer and
the Manager may agree) (the “Closing Date”) and will apply the proceeds (such proceeds from the sale of the
Notes having an aggregate initial principal amount of £638,100,000) to acquire from Libra 2007 (NHP) Limited
(the “Loan Seller”) its interest in a senior tranche (the “Libra Loan”) of a whole mortgage loan (the “Libra
Whole Loan”), together with a beneficial interest in the Related Security granted in respect of the Libra Whole
Loan. The Libra Whole Loan is denominated in sterling and made to the Borrower (as defined herein), a limited
liability company incorporated under the laws of the Cayman Islands (the “Borrower”). The Libra Whole Loan
is secured by, inter alia, mortgages or (in the case of Scottish properties) standard securities (each, a
“Mortgage”) over: (a) the freeholds and overriding leases of 285 healthcare properties, which represent 96.5 per
cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated
Loan Amount; (b) the long leaseholds of seven healthcare properties, which represent 2.6 per cent. of the Cut-
Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount;
(c) the part freehold and part leasehold of two healthcare properties which represent 0.9 per cent. of the Cut-Off
Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; and
(d) the freeholds of three staff accommodation properties, which represent less than 1.0 per cent. of the Cut-Off
Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount
(collectively, the “Properties”). In addition, the Libra Whole Loan is secured by: (a) charges over accounts into
which rental income is paid in respect of the Properties; (b) a charge over the shares in all subsidiaries of each
Obligor; (c) assignations of rents (under Scots law) or assignments of rental income (under English or Northern
Irish law), as applicable; and (d) a floating charge over the assets and undertaking of each Obligor. See “Risk
Factors—Loan Related Risks—Risks Relating to Rent Accounts” and “The Libra Loan and Properties”.
As at the Cut-Off Date, the Libra Loan had an aggregate outstanding principal balance of £638,000,000 (the
“Cut-Off Date Securitised Loan Principal Balance”), and the Libra Whole Loan had an aggregate outstanding
principal balance of £1,172,000,000. Interest on the Libra Whole Loan will accrue at a floating rate equal to
LIBOR plus 1.5000 per cent. Pursuant to the terms of an intercreditor deed (the “Senior Intercreditor Deed”),
interest on the Libra Loan will accrue at a rate equal to LIBOR plus 0.9627 per cent. The Libra Whole Loan
matures on 15 January 2009, or, upon extension, 15 January 2010. Pursuant to the terms of the Senior
Intercreditor Deed, the Libra Whole Loan has been tranched into the following tranches, ranking in the
following priority of payment: the Libra Loan, the “B0-1 Loan”, the “B0-2 Loan”, the “B1 Loan”, the “B2
Loan”, the “B3 Loan” and the “B4 Loan” (each of the aforementioned tranches, other than the Libra Loan, a
“B Loan” or a “Subordinate Tranche”, and, collectively, the “Subordinate Debt”).
Tranches of the Libra Whole Loan Amount
Libra Loan £638,000,000
B0-1 Loan £100,000,000
B0-2 Loan £198,838,700
B1 Loan £54,000,000
B2 Loan £66,000,000
B3 Loan £63,000,000
B4 Loan £52,161,300
Total: £1,172,000,000
The Subordinate Debt will not be held by the Issuer, but will, instead, be held by the Loan Arranger and/or
third parties.
The parent company of the Borrower (the “Shareholder”) is the borrower under a separate, subordinated,
£70,000,000 loan (the “PIK Facility Loan”). The PIK Facility Loan is not held by the Issuer and will instead
be held by third parties. The PIK Facility Loan is secured by a first fixed charge over the shares of the
Borrower, and is guaranteed and subordinated pursuant to a guarantee and subordination deed. The guarantee
11

under the guarantee and subordination deed is secured by the same security as that for the Libra Whole Loan,
and each Guarantor also guarantees the Senior Debt (the “Guarantee and Subordination Deed”).
Loan Characteristics (1)
Number of Properties 297
Remaining Term to Loan Maturity Date (in months) (2) 21
Libra Whole Loan U/W ICR (3)(4) 1.05x
Libra Whole Loan U/W DSCR (3)(4) 1.00x
Libra Loan U/W ICR (4) 1.79x
Libra Loan U/W DSCR (4) 1.79x
Libra Loan to Value ratio 47.7%
(1) All calculations in this table are made as of the Cut-Off Date.
(2) Assumes that the Borrower does not exercise the one-year Libra Whole Loan extension option.
(3) With respect to the Libra Whole Loan, the U/W ICR and U/W DSCR are calculated after taking into account amounts on deposit in the Cash Reserve
Account in order to comply with the minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no
principal repayment). Excluding the benefit of the Cash Reserve Account, the Libra Whole Loan U/W ICR is 0.89x and the Libra Whole Loan U/W
DSCR is 0.89x.
(4) For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under
the related Swap Transactions.
Notes Summary
Assumed
Class
Expected Ratings
(S&P/Moody’s/Fitch)
Initial Principal
Amount Outstanding
Margin over LIBOR
or Interest Rate (1)
Weighted
Average Life
(Years) (2)
Principal
Window (2)
Assumed Final
Payment
Date (2) Maturity Date
A AAA/Aaa/- £435,850,000 0.25 per cent. 1.7 01/09 – 01/09 January 2009 January 2017
X AAA/-/- £50,000 - 0.3 07/07 – 01/09 January 2009 January 2017
B AAA/-/AA £42,150,000 0.35 per cent. 1.7 01/09 – 01/09 January 2009 January 2017
C AA+/-/A £42,000,000 0.50 per cent. 1.7 01/09 – 01/09 January 2009 January 2017
D AA/-/A £58,000,000 0.60 per cent. 1.7 01/09 – 01/09 January 2009 January 2017
E A/-/BBB £60,000,000 0.90 per cent. 1.7 01/09 – 01/09 January 2009 January 2017
V NR/NR/NR £50,000 - (3) 0.3 07/07 – 01/09 January 2009 January 2017
(1) The Notes, other than the Class X Notes and the Class V Notes, will bear interest at three-month LIBOR plus the margin specified above. The Class X
Notes and the Class V Notes will bear interest at a variable rate of interest, which, initially, will be the rate set forth under Condition 5(c)(ii) (Rate of
Interest) of the “Terms and Conditions of the Notes” below.
(2) The weighted average life (“Weighted Average Life”) of the period during which distributions of principal would be received (the “Principal
Window”), and the Assumed Final Payment Date of, the Notes are based upon assumptions that there are no prepayments, no defaults, losses or
delinquencies, no accelerations or extensions of the maturity of the Libra Loan or the Notes and upon the Modelling Assumptions described under
“Estimated Average Lives of the Notes and Assumptions—Weighted Average Life of Notes” herein.
(3) The Class V Notes will entitle the holders thereof to the Class V Amount not otherwise payable to the other classes of Notes, as described herein under
“Terms and Conditions of the Notes—Condition 3(b) (Security and Priority of Payments)”. The Class V Notes are paid solely from amounts standing to
the credit of the Class V Account and therefore do not rank against any other classes of Notes with respect to any amounts distributable from the
Collection Account to such classes.
12

STRUCTURE CHART
The diagram below is meant only to highlight the structure and cash flow for this transaction. It is not
intended to be an exhaustive description of such matters. Prospective Noteholders should also review the
detailed information set out elsewhere in this document for a more thorough description of the transaction
structure and the relevant cashflows prior to making any investment decision.
13

SUMMARY
The following information is a summary of the principal features of the issue of the Notes. This summary
should be read in conjunction with, and is qualified in its entirety by reference to, the more detailed information
appearing elsewhere in this document. Certain terms used in this summary are defined elsewhere in this
document. A glossary of these terms, which contains the pages on which these terms are defined, can be found
in the “Index of Defined Terms” attached to this document.
Title of Notes............................................. £638,100,000 Titan Europe 2007-1 (NHP) Limited Commercial
Mortgage Backed Floating Rate Notes due 2017.
The Parties
Issuer ......................................................... Titan Europe 2007-1 (NHP) Limited (the “Issuer”), a private
company incorporated in Ireland with limited liability under
registration number 437005.
Original Lender.......................................... CS Funding 1 Limited (the “Original Lender”), a private company
incorporated in Jersey under registration number 95607, whose
registered office is 22 Grenville Street, St. Helier, JE4 8PX, Jersey.
Loan Seller ................................................ Libra 2007 (NHP) Limited (the “Loan Seller”), a private company
incorporated in Ireland with limited liability under registration
number 434998.
Loan Arranger .......................................... Credit Suisse (the “Loan Arranger”), a corporation incorporated
under the laws of Switzerland operating by and through its London
Branch whose principal office is at One Cabot Square, London E14
4QJ, United Kingdom.
Note Trustee .............................................. ABN AMRO Trustees Limited of 82 Bishopsgate, London EC2N
4BN, United Kingdom (the “Note Trustee”). The Note Trustee
will be appointed pursuant to a note trust deed (the “Note Trust
Deed”) to represent the interests of the holders of the Notes and to
hold the security granted or created, as the case may be, under the
Deed of Charge and Assignment on behalf of itself and, inter alios,
the Noteholders (other than the Class X Noteholders (as to
principal only) and the Class V Noteholders), the Cash Manager,
the Loan Seller, the Corporate Services Provider, the Advance
Provider, the Backup Advance Provider, the Principal Paying
Agent and any other paying agent appointed under the Agency
Agreement, the Irish Paying Agent, the Registrar, the Agent Bank,
the Operating Bank, the Servicer, the Special Servicer and the
Swap Provider (all of such persons being collectively, the
“Secured Parties”) and will be entitled to enforce the security
granted or created, as the case may be, in its favour under the Deed
of Charge and Assignment.
Servicer...................................................... Capmark Services Ireland Limited and Capmark Services UK
Limited will act jointly (subject as otherwise mentioned in the
section of this Offering Circular entitled “Servicing”) as the
Servicer (together the “Servicer”). Both entities are specialists in
the loan servicing business. Capmark Services Ireland Limited is a
limited liability company incorporated under the laws of Ireland
with registered number 315348 and operates out of its registered
office at Clonmore, Mullingar, Co. Westmeath, Ireland. Capmark
Services UK Limited is a limited liability company organised under
the laws of England and Wales with registered number 3376447
and operates out of its registered office at Norfolk House, 31 St.
James’s Square, London SW1Y 4JJ, United Kingdom.
14

Special Servicer ......................................... Capmark Services UK Limited will act as the Special Servicer (the
“Special Servicer”). Capmark Services UK Limited is a limited
liability company organised under the laws of England and Wales
with registered number 3376447 and operates out of its registered
office at Norfolk House, 31 St. James’s Square, London SW1Y
4JJ, United Kingdom.
Security Agent........................................... Credit Suisse, a corporation incorporated under the laws of
Switzerland and operating by and through its London branch,
whose principal offices are located at One Cabot Square, London
E14 4QJ, United Kingdom (in such capacity, the “Security
Agent”), holds all the security granted by the Borrower under and
in relation to, inter alia, the Libra Whole Loan for itself and as
agent and trustee for the Finance Parties as security for the Secured
Liabilities. “Secured Liabilities” includes all fees, interest and
principal due in respect of the Libra Whole Loan.
Cash Manager, Principal
Paying Agent, Agent Bank
and Registrar .......................................... ABN AMRO Bank N.V., (London Branch), whose principal office
is located at 82 Bishopsgate, London EC2N 4BN, United Kingdom
(in such capacities, the “Cash Manager”, the “Agent Bank”, the
“Registrar” and the “Principal Paying Agent” and, together with
the Irish Paying Agent and any other paying agent appointed
pursuant to any agency agreement with respect to the Notes, the
“Paying Agents” and each, a “Paying Agent”).
Irish Paying Agent..................................... NCB Stockbrokers Limited (the “Irish Paying Agent”), whose
registered office is located at 3 George’s Dock, International
Financial Services Centre, Dublin 1, Ireland.
Corporate Services Provider...................... Wilmington Trust SP Services (Dublin) Limited (the “Corporate
Services Provider”), whose registered office is located at 1 st Floor,
7 Exchange Place, International Financial Services Centre, Dublin
1, Ireland.
Operating Bank.......................................... ABN AMRO Bank N.V. (London Branch) (in such capacity, the
“Operating Bank”), whose principal office is located at 82
Bishopsgate, London, EC2N 4BN, United Kingdom.
Swap Provider ........................................... Credit Suisse International (“CSI”) (as counterparty under the
Swap Agreement, in such capacity the “Swap Provider”), whose
principal office is located at One Cabot Square, London E14 4QJ,
United Kingdom.
Advance Provider ...................................... Capmark Bank Europe p.l.c. of Commerzbank House, Guild Street,
International Financial Services Centre, Dublin 1, Ireland, will act
as provider of Advances to the Issuer (the “Advance Provider”).
Backup Advance Provider....... .................. ABN AMRO Bank N.V. (London Branch) (the “Backup Advance
Provider”) acting through its offices located at 82 Bishopsgate,
London EC2N 4BN, United Kingdom.
Manager..................................................... Credit Suisse Securities (Europe) Limited (the “Manager” or
“CSS”), a company with limited liability formed under the laws of
England and Wales under registration number 00891554, whose
principal office is located at One Cabot Square, London E14 4QJ,
United Kingdom. The Manager will acquire the Notes from the
Issuer, subject to the satisfaction of certain conditions. See
“Subscription and Sale”. CSS is an affiliate of the Loan Arranger.
15

Relevant Dates and Periods
Cut-Off Date.............................................. 15 April 2007 (the “Cut-Off Date”) is the date on which much of
the information relating to the Libra Loan and the Properties in this
Offering Circular is presented.
Closing Date .............................................. The date of initial issuance for the Notes will be on or about 24
May 2007 (the “Closing Date”). All payments and collections that
represent amounts that accrued on the Libra Loan before the
Closing Date will belong to the Loan Seller.
Due Dates .................................................. The Libra Loan provides that payment of quarterly instalments of
interest are due on the 15 th calendar day of each January, April,
July and October or, if such day is not a business day under the
Libra Loan, then on the next succeeding business day in that
calendar month (if there is one) or the preceding business day (if
there is not) (the “Due Date”).
Loan Interest Accrual Period..................... Interest accrues on the Libra Loan from, and including, each Due
Date to, and excluding, the next Due Date to occur (each such
period, a “Loan Interest Accrual Period”). Interest on the Libra
Loan is payable quarterly in arrear on each Due Date in respect of
the immediately preceding Loan Interest Accrual Period.
Determination Date.................................... The quarterly cut-off for collections on the Libra Loan that are to
be distributed and for information regarding the Libra Loan that is
to be reported to the holders of the Notes (the “Noteholders”) on
any Payment Date (as specified below) will be the close of business
on the 19 th calendar day of the month in which such Payment Date
occurs or, if such day is not a Business Day, then the preceding
Business Day (the “Determination Date”); provided, however,
that any amounts received under the Basis Swap Transaction for
the Loan Interest Accrual Period related to such Payment Date, will
also be included in quarterly collections to be distributed.
Payment Date............................................. Payments on the Notes are scheduled to occur quarterly, each
January, April, July and October commencing in July 2007.
During any given quarter, the “Payment Date” will be the 20 th
calendar day of each January, April, July and October or, if such
day is not a Business Day, then the next succeeding Business Day.
“Business Day” is any day other than a Saturday, a Sunday or any
day on which banking institutions where any Issuer Account is held
or the Note Trustee, the Cash Manager, the Paying Agent, the
Advance Provider, the Backup Advance Provider, the Servicer or
the Special Servicer is authorised or obliged by law or
governmental decree to close.
Record Date............................................... The “Record Date” for each quarterly payment (other than the first
quarterly payment) on a Note will be the 12 th calendar day of the
month in which such Payment Date occurs. The holders of the
Notes (the “Noteholders”) at the close of business on each Record
Date, in general, will be entitled to receive any and all payments on
the Notes on the following Payment Date.
Collection Period ....................................... Amounts available for payment on the Notes on any Payment Date
will depend on the payments and other collections received with
respect to the Libra Loan during the applicable Collection Period
and any P&I Advances relating to such Payment Date with respect
to the Notes. Each “Collection Period” will:
16

• relate to a particular Payment Date,
• begin when the prior Collection Period ends (or in the case of
the first Collection Period, will begin on the Closing Date),
and
• end at 5:00 p.m. (London time) on the 19 th calendar day of the
same month as such Payment Date.
Interest Accrual Period .............................. The amount of interest payable with respect to each class of Notes
on any Payment Date will be related to the interest accrued during
the related Interest Accrual Period. The “Interest Accrual
Period” in respect of any Payment Date will be the period from
and including the 20 th calendar day of each January, April, July and
October (each, an “Interest Accrual Date”) up to, but excluding,
the next following Interest Accrual Date, provided that the first
Interest Accrual Period will begin on the Closing Date.
Acquisition of the Libra Loan ................... On 3 April 2007, the Libra Whole Loan was transferred from CS
Funding 1 Limited, which was the “Original Lender”, to Libra
2007 (NHP) Limited, the “Loan Seller”.
On the Closing Date, the Issuer will enter into an English law Loan
Sale Agreement (the “Loan Sale Agreement”) relating to the Libra
Loan with, among others, the Loan Seller, the Loan Arranger and
the Note Trustee to acquire the Libra Loan, together with a
beneficial interest in the Related Security, from the Loan Seller.
Representations and Warranties ................ The Loan Sale Agreement will contain certain representations and
warranties given by the Loan Arranger to the Issuer in relation to
the Libra Loan and the Related Security. See “The Libra Loan and
Properties—Loan Sale Agreement—Representations and
Warranties”. The Loan Arranger will be required, if there has been
a breach of any such warranty under the Loan Sale Agreement that
materially and adversely affects the value of the Libra Loan and
such breach is not capable of remedy, or, if capable of remedy, has
not been remedied within 90 days of the Servicer or the Special
Servicer notifying the Loan Arranger of such breach (or such
longer period as the Issuer, the Servicer, Special Servicer (in the
case of the Libra Loan becoming a Specially Serviced Loan) may
agree), taking into account a written confirmation from S&P and
Fitch (following notification to all the Rating Agencies) that no
Adverse Rating Event will occur as a result of any such extended
period or, if a Rating Agency has notified the Servicer or Special
Servicer that, as a matter of policy, it will not issue such a
confirmation, the Servicer or the Special Servicer, as applicable,
determines that such extension would not be inconsistent with the
Servicing Standard, to repurchase (or participate in) the Libra Loan
from the Issuer.
In the event the Loan Arranger is required to repurchase the Libra
Loan, the repurchase price to be paid by the Loan Arranger will be
an amount equal to 100 per cent. of the then outstanding principal
balance of the Libra Loan, plus accrued interest and outstanding
expenses plus any amount of outstanding Servicing Advances and
P&I Advances (including interest) made with respect to the Libra
Loan and, without duplication, all accrued and unpaid Servicing
Fees or Special Servicing Fees allocable to the Libra Loan. Any
such repurchase (or participation) would result in a redemption of
the Notes in accordance with Condition 6(b) (Mandatory
Redemption from Principal Distribution Amounts, Sequential
17

Principal Distribution Amounts and Pro Rata Principal
Prepayment Amounts).
Description of the Libra Whole Loan
Libra Whole Loan...................................... The Libra Loan, which represents 100.0 per cent. of the Initial
Loan Balance, is the senior tranche of a whole loan to the Borrower
(and together with the subordinate tranches, the “Libra Whole
Loan”).
The subordinate tranches of the Libra Whole Loan, the “B0-1
Loan”, the “B0-2 Loan”, the “B1 Loan”, the “B2 Loan”, the “B3
Loan” and the “B4 Loan” (each a “Subordinate Tranche”, and,
collectively the “Subordinate Debt”) will not be held by the
Issuer, but will instead be held by the Loan Arranger and/or certain
third parties (each of the latter a “Subordinate Lender” and
collectively, the “Subordinate Lenders”). Pursuant to the terms of
an intercreditor deed (the “Senior Intercreditor Deed”) entered
into in relation to the Libra Whole Loan with the Subordinate
Lenders, the Libra Whole Loan has been tranched, each tranche
being subordinate in priority of payment to the Libra Loan.
The parent company of the Borrower (the “Shareholder”) is the
borrower under a separate, subordinated £70,000,000 loan (the
“PIK Facility Loan”). The PIK Facility Loan is not held by the
Issuer and will instead be held by third parties. The PIK Facility
Loan is secured by a first fixed charge over the shares of the
Borrower, and is guaranteed and subordinated pursuant to a
guarantee and subordination deed. The guarantee under the
guarantee and subordination deed is secured by the same security
as that for the Libra Whole Loan, and each Guarantor also
guarantees the Senior Debt (the “Guarantee and Subordination
Deed”). See “Risk Factors—Other Indebtedness, Liabilities and
Financing” and “The Libra Loan and Properties—PIK Facility
Intercreditor Deed”.
The Libra Loan and Related Properties
The Libra Loan .......................................... The Issuer’s assets will consist primarily of the senior tranche (the
“Libra Loan”) under the Libra Whole Loan, which is secured by,
inter alia, mortgages or (in the case of Scottish properties) standard
securities (each, a “Mortgage”) over: (a) the freeholds and
overriding leases of 285 healthcare properties, which represent 96.5
per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount;
(b) the long leaseholds of seven healthcare properties, which
represent 2.6 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Date
Allocated Loan Amount; (c) the part freehold and part leasehold of
two healthcare properties which represent 0.9 per cent. of the Cut-
Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount; and (d) the
freeholds of three staff accommodation properties, which represent
less than 1.0 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Date
Allocated Loan Amount (collectively, the “Properties”). In
addition, the Libra Loan is secured by: (a) charges over 241
overriding leases which have been granted by the relevant
freeholder, part freehold and part leasehold or long leasehold
owner in the Borrower Group (the “Superior Landlord”) of the
294 healthcare properties to other members of the Borrower Group;
18

(b) charges over accounts into which rental income is paid in
respect of the Properties; (c) a charge over the shares in all
subsidiaries of each Obligor; (d) assignations of rents (under Scots
law) or assignments of rental income (under English or Northern
Irish law), as applicable; and (e) a floating charge over the assets
and undertaking of each Obligor. For a more detailed description
of the Libra Loan, see “The Libra Loan and Properties” below.
Unless otherwise specified, all calculations are based on the
principal balance of the Libra Loan as at the Cut-Off Date.
Servicing, Hedging and Advancing
Servicer...................................................... The Servicer will initially be responsible for the servicing and
administration of the Libra Whole Loan, including the Subordinate
Debt, and the Related Security under a servicing agreement
between, inter alios, the Issuer, the Servicer and the Special
Servicer dated the Closing Date (the “Servicing Agreement”).
The services to be provided by the Servicer include, without
limitation, the collection of payments of principal and interest on
the Libra Whole Loan and the calculation of amounts of principal
and interest payable by the Borrower on each Due Date. The
Servicer will, subject to the terms of the Servicing Agreement,
receive a fee in an amount equal to 0.0090 per cent. per annum
(plus VAT, if applicable (the “Servicing Fee”)) payable quarterly
in arrear on the outstanding principal balance of the Libra Whole
Loan. See “Servicing—Servicing Fee, Special Servicing Fee,
Liquidation Fee and Workout Fee” below.
Special Servicer ......................................... Upon the occurrence and during the continuance of a Servicing
Transfer Event with respect to the Libra Whole Loan (during which
time the Libra Loan and any related Subordinate Debt shall become
a “Specially Serviced Loan”), as more particularly described
under “Servicing” below, the Special Servicer will become
responsible, save for certain limited exceptions, for specially
servicing the Specially Serviced Loan. Subject to the terms of the
Servicing Agreement, the Special Servicer will be entitled to
receive certain fees, including (i) with respect to each Loan Interest
Accrual Period, a fee in respect of the Specially Serviced Loan and
any related Subordinate Debt in an amount equal to 0.1800 per
cent. per annum (plus VAT, if applicable) of the principal amount
outstanding of the Specially Serviced Loan (the “Special Servicing
Fee”), (ii) a liquidation fee in an amount equal to 0.4000 per cent.
(plus VAT, if applicable) (the “Liquidation Fee”) of the proceeds
of liquidation of the Specially Serviced Loan or the related
Property, pay-off or discounted pay-off of the Specially Serviced
Loan or sale of the related Property in connection with an
enforcement of the security, in each case net of costs and expenses
and (iii) with respect to the Specially Serviced Loan that becomes a
Corrected Loan, a workout fee in an amount equal to 0.4000 per
cent. (plus VAT, if applicable) payable to the Special Servicer for
so long as the Libra Whole Loan remains a Corrected Loan (the
“Workout Fee”) applied to each collection of interest and principal
received with respect to such Corrected Loan. See “Servicing—
Servicing Fee, Special Servicing Fee, Liquidation Fee and Workout
Fee” below.
The Libra Whole Loan will cease to be a Specially Serviced Loan
when the events giving rise to it becoming a Specially Serviced
Loan have been cured or discharged in the manner described under
“Servicing” below.
19

Swap Agreements...................................... Prior to the Closing Date, the Swap Provider entered into a swap
agreement with the Borrower in the form of the International
Swaps and Derivatives Association Inc. (“ISDA”) 1992 Master
Agreement (Multicurrency-Cross Border) (a “Swap Agreement”).
In relation to the Swap Agreement, the Swap Provider has also
entered into two separate swap confirmations, each evidencing the
terms of a swap transaction, with the Borrower in respect of the
Credit Agreement for the period (a) from the date of origination of
the Libra Whole Loan up to 15 January 2010 (the “Spot Swap”),
and (b) from 15 January 2010 up to 15 January 2017 (the
“Forward Swap” and each of the Spot Swap and the Forward
Swap, a “Swap Transaction” and collectively, the “Swap
Transactions”) (the notional balance of each being equal to the
principal balance of the Libra Whole Loan). The Libra Whole
Loan matures on 15 January 2009, or, upon extension, 15 January
2010.
Pursuant to each Swap Transaction, the Borrower has agreed to
make fixed rate payments against a notional balance which equals
the principal balance of the Libra Whole Loan in exchange for
three-month LIBOR. Save for the payment of any Swap
Subordinated Amount, payments on the Spot Swap will be paid in
priority to amounts payable on the Libra Whole Loan; payments on
the Forward Swap relating to the Libra Whole Loan will be paid
subordinate to payments of principal and interest on the Class A
Notes and the Class X Notes (as to interest only).
In addition, on or before the Closing Date, the Issuer will enter into
a swap agreement with the Swap Provider in the form of the ISDA
1992 Master Agreement (Multicurrency-Cross Border) (the “Basis
Swap Agreement”). In relation to the Basis Swap Agreement, the
Swap Provider has entered into a swap confirmation with respect to
the Libra Loan (the “Basis Swap Confirmation”) evidencing the
terms of such swap transaction (the “Basis Swap Transaction”),
pursuant to which the Issuer will swap LIBOR as calculated on the
reset date for amounts payable under the Libra Loan for LIBOR as
calculated on the reset date for amounts payable in respect of the
Notes. The Basis Swap Confirmation has an effective date of 15
April 2007 and a termination date of 20 January 2010.
See further “Description of the Swap Transactions” below.
Advances ................................................... Subject to the limitations described below, the Advance Provider
and the Backup Advance Provider will make, as to the Libra Loan
and the Properties, in each case in accordance with the terms of the
Servicing Agreement:
(a) advances (“P&I Advances”) in respect of the aggregate of all
amounts to be received by the Issuer on the Libra Loan during
any Loan Interest Accrual Period (other than the Balloon
Payment and any amounts received or receivable under the
Libra Loan due to any voluntary or mandatory prepayments
thereunder) and any Assumed Scheduled Payments, net of
related Special Servicing Fees due or deemed due, as the case
may be, in respect of the Libra Loan, on their respective Due
Dates during (or deemed to be due during) the related
Collection Period to the extent such amounts were not paid by
or on behalf of the related Borrower or otherwise collected
(including as net income from MIP Properties) as of the close
of business on the last day of the related Loan Interest Accrual
20

Period (such amounts, collectively, the “P&I Required
Amounts”); and/or
(b) certain other advances (“Servicing Advances” and,
collectively with P&I Advances, “Advances”, and each, an
“Advance”) with respect to any Property to the extent
necessary to pay ground rents, taxes and insurance premia that
the related Borrower failed to pay, for certain other property
related expenses and for a shortfall in the amount of funds
available to the Issuer to pay expenses due to third parties
(including, to the extent such expenses were unanticipated, the
amounts set forth under paragraphs (a) and (b) of the definition
of “Revenue Priority Amounts”), and, to the extent a Loan
Event of Default has occurred and is continuing, amounts set
forth in paragraph (c) of the definition of “Revenue Priority
Amounts”).
Neither the Advance Provider nor the Backup Advance Provider
will be required to make any P&I Advance with respect to any
Subordinate Debt. In the case of any Advance with respect to the
Libra Loan that is subject to an Appraisal Reduction, the P&I
Advances due in respect of the Libra Loan will be reduced in the
manner described under “Servicing—Appraisals and Valuations”
below.
To the extent that the Advance Provider fails to make any Advance
required of it, the Backup Advance Provider will be obliged to
make such required Advance.
Notwithstanding the foregoing, neither the Advance Provider nor
the Backup Advance Provider will be obliged to make Advances to
the extent that such Advances would, if made, in the sole judgment
of the Advance Provider or the Backup Advance Provider (based
on advice received by the Servicer or the Special Servicer, as the
case may be, acting in accordance with the Servicing Standard), not
be ultimately recoverable from Late Collections or any other
recovery on or in respect of the Libra Loan (whether or not it is a
MIP Loan) or, in connection with any Advance made with respect
to amounts set forth under paragraphs (a), (b) or (c) of the
definition of “Revenue Priority Amounts”, would not be
ultimately recoverable from collections on the Libra Loan (in each
case, a “Nonrecoverable Advance”). The Advance Provider and
the Backup Advance Provider, as applicable, will be entitled to rely
conclusively upon any such determinations of recoverability made
by the Servicer or the Special Servicer.
Each of the Advance Provider and the Backup Advance Provider,
as the case may be, to the extent of any Advance that has been
made, will be entitled to reimbursement for such Advance from the
Collection Account upon receipt from the Borrower of the related
Late Collections or amount for which such Advance was made. In
addition, the Advance Provider or the Backup Advance Provider,
as applicable, is entitled to recover, from general funds on deposit
in the Collection Account any Advance made that the Servicer or
the Special Servicer, as applicable, determines (in accordance with
the Servicing Standard) to be a Nonrecoverable Advance, plus
interest at the Reimbursement Rate.
All Advances will bear interest on the outstanding amount thereof
for the period during which the advance is outstanding at a rate
equal to the Reimbursement Rate.
21

See “Servicing—Advancing” below.
Controlling Class and Controlling Party
Controlling Class ....................................... The “Controlling Class” of Notes will be the most junior class of
Notes (other than the Class X Notes or the Class V Notes)
outstanding from time to time; provided, however, that such class
of Notes’ Proportion Ratio is not less than 25 per cent. of its
Proportion Ratio as of the Closing Date, as determined by the Cash
Manager. If no class satisfies this requirement, the Controlling
Class will be the most junior class of Notes then outstanding (other
than the Class X Notes and the Class V Notes). The Note Trustee
shall determine which class of Notes meets the Controlling Class
Test and shall notify the Servicer and Special Servicer accordingly.
The “Proportion Ratio” for any class of Notes as of any date of
calculation is the ratio of its Principal Amount Outstanding to the
Principal Amount Outstanding of all of the Notes. The majority
holders of the Controlling Class will have the right to appoint the
Controlling Class Representative. Initially the Class E Notes will
be the Controlling Class.
The Conditions and the Servicing Agreement permit the majority
holders of the Controlling Class to appoint a representative (the
“Controlling Class Representative”) to represent the interests of
the Controlling Class, with such appointment effective upon
written notice being given to each of the Issuer, the Note Trustee,
the Servicer and the Special Servicer.
Controlling Party ....................................... The “Controlling Party” means (i) for as long as no Control
Valuation Event is continuing, the Representative for the B4 Loan;
(ii) for as long as a Control Valuation Event for the B4 Loan (a “B4
Loan Control Valuation Event”), but no other Control Valuation
Event, is continuing, the Representative for the B3 Loan; (iii) for as
long as a B4 Loan Control Valuation Event and a Control
Valuation Event for the B3 Loan (a “B3 Loan Control Valuation
Event”), but no other Control Valuation Event, are continuing, the
Representative for the B2 Loan; (iv) for as long as a B4 Loan
Control Valuation Event, a B3 Loan Control Valuation Event and a
Control Valuation Event for the B2 Loan (a “B2 Loan Control
Valuation Event”), but no other Control Valuation Event, are
continuing, the Representative for the B1 Loan; (v) for as long as a
B4 Loan Control Valuation Event, a B3 Loan Control Valuation
Event, a B2 Loan Control Valuation Event and a Control Valuation
Event for the B1 Loan (a “B1 Loan Control Valuation Event”),
but no other Control Valuation Event, are continuing, the
Representative for the B0-2 Loan; (vi) for as long as a B4 Loan
Control Valuation Event, a B3 Loan Control Valuation Event, a B2
Loan Control Valuation Event, a B1 Loan Control Valuation Event,
and a Control Valuation Event for the B0-2 Loan (a “B0-2 Loan
Control Valuation Event”), but no other Control Valuation Event,
are continuing, the Representative for the B0-1 Loan; (vii) for as
long as a B4 Loan Control Valuation Event, a B3 Loan Control
Valuation Event, a B2 Loan Control Valuation Event, a B1 Loan
Control Valuation Event, a B0-2 Loan Control Valuation Event,
and a Control Valuation Event for the B0-1 Loan (a “B0-1 Loan
Control Valuation Event”), but no other Control Valuation Event,
are continuing, the Controlling Class Representative.
Rights of the Controlling Party.................. The Servicing Agreement will provide, among other things, that the
Controlling Party will have no ability to take direct action in
22

espect of the timing or manner of enforcement of any Related
Security with respect to the Libra Loan. However, the Controlling
Party will have certain consultation and approval rights on certain
matters with respect to the Libra Loan and will be entitled to
instruct the Issuer or the Note Trustee to remove and replace the
Special Servicer, each as more fully described in “Servicing—
Rights of the Controlling Party” and “—Termination of
Appointment of Servicer or Special Servicer” below.
The Notes
Status and Form......................................... The Notes will be issued in registered global form in minimum
denominations of £50,000 and certain integral multiples in excess
thereof, as described below. Each class of Notes will have the
initial principal amount set forth below:
Class A £435,850,000
Class X £50,000
Class B £42,150,000
Class C £42,000,000
Class D £58,000,000
Class E £60,000,000
Class V £50,000
The Notes within each class will rank pari passu and pro rata
without any preference or priority among themselves. With respect
to the Class X Notes, such ranking will relate only to payments of
interest, and, with respect to the Class V Notes, such ranking will
relate only to payments of Class V Amounts.
The Notes (other than the Class X Notes (with respect to principal
only) and the Class V Notes) will all share the same security, but,
in the event of the security being enforced, principal and interest
due in respect of the Class A Notes will rank in priority to principal
and interest due in respect of the Class B Notes. Principal and
interest due in respect of the Class B Notes will rank in priority to
principal and interest due in respect of the Class C Notes, principal
and interest due in respect of the Class C Notes will rank in priority
to principal and interest due in respect of the Class D Notes,
principal and interest due in respect of the Class D Notes will rank
in priority to principal and interest due in respect of the Class E
Notes. Interest due in respect of the Class A Notes and the Class X
Notes will rank pari passu and pro rata without any preference or
priority among themselves. The Class X Noteholders will be paid
principal when due from a separate account (the “Class X
Account”), which provides additional security for only the Class X
Notes and into which the Issuer will deposit £50,000 on the
Closing Date. No other class of Notes will be entitled to payment
from the £50,000 in the Class X Account and therefore, the Class X
Notes do not rank against any other class of Notes with respect to
any principal amounts distributable from the Collection Account.
The Class V Noteholders will be paid principal and interest when
due from a separate account (the “Class V Account”), which
provides additional security for the Class V Notes and into which
the Issuer will deposit £50,000 on the Closing Date. The Class V
Notes, therefore, do not rank against any other class of Notes with
respect to any principal or interest amounts distributable from the
Collection Account.
The Notes (other than the Class V Notes) of each class offered and
sold in reliance on Rule 144A will initially be represented by one
23

or more Rule 144A Global Notes in respect of each class, in each
case in registered form. The Notes of each class offered and sold
outside the United States to non-U.S. persons in reliance on
Regulation S will initially be represented by one or more
Regulation S Global Notes in respect of such class, in each case in
registered form. The Rule 144A Global Notes and Regulation S
Global Notes will be registered in the name of the Common
Depository (or its nominee) for the account of Euroclear and
Clearstream, Luxembourg. Beneficial ownership interests in the
Notes will be shown on, and transfers thereof will be effected only
through, records maintained in book-entry form by Euroclear or
Clearstream, Luxembourg, and their respective participants. See
“Description of the Notes”.
Definitive Notes will be issued only in certain limited
circumstances. See “Terms and Conditions of the Notes—
Condition 2 (Definitive Notes)” and “Description of the Notes”.
The holders of the Class X Notes (the “Class X Noteholders”) and
the holders of the Class V Notes (the “Class V Noteholders”) have
no power to pass Extraordinary Resolutions and are not counted in
determining any quorum or majority for the purposes of holding
any meeting or passing any resolutions. See “Terms and
Conditions of the Notes—Condition 3(a)(iv) (Status and
Relationship Among the Notes)” and “—Condition 12(a) (Meetings
of Noteholders, Modification and Waiver and Substitution)”.
The Notes and interest thereon will not be obligations or
responsibilities of any person other than the Issuer. In particular,
the Notes will not be obligations or responsibilities of, or be
guaranteed, by the Loan Seller, the Original Lender, the Loan
Arranger or any associated body of any of the aforementioned, or
of or by the Manager, the Servicer, the Special Servicer, the Cash
Manager, the Note Trustee, the Corporate Services Provider, the
Paying Agents, the Agent Bank, the Registrar, the Advance
Provider, the Backup Advance Provider, the Swap Provider, the
Operating Bank, or the shareholders of any of them or the
shareholders of the Issuer, and none of such persons accepts any
liability whatsoever in respect of any failure by the Issuer to make
payment of any amount due on the Notes.
Distributions on the Notes
A. General................................................. On each Payment Date, as further described under “The Structure
of the Accounts—The Issuer’s Accounts” herein, principal and
interest collected with respect to the Libra Loan will be distributed
as follows:
Payment Order Class
1 st A and X (1)
2 nd B
3 rd C
4 th D
5 th E
(1) With respect to the Class X Notes, the priority above relates only to interest.
Notwithstanding the above, the Class A Notes, Class B Notes,
Class C Notes, Class D Notes and the Class E Notes will receive
pro rata distributions of Pro Rata Principal Prepayment Amounts,
provided that a Sequential Prepayment Trigger has not occurred.
24

Principal and interest on the Class V Notes are paid solely from
amounts standing to the credit of the Class V Account and such
amounts are not otherwise payable or available to the other classes
of Notes. Principal amounts of the Class X Notes will be paid
solely from amounts on deposit in the Class X Account and such
amounts are not otherwise payable or available to the other classes
of Notes.
See “—Application of Payments by the Issuer—Priority of
Payments” below.
B. Interest ................................................. Each Note will bear interest on its Principal Amount Outstanding
from, and including, the Closing Date. Interest will be payable in
respect of the Notes in sterling quarterly in arrear on the 20 th
calendar day of each January, April, July and October in each year
or, if such day is not a Business Day, the next succeeding Business
Day (each such day being, a “Payment Date”). The first Payment
Date in respect of each class of Notes will be the Payment Date
falling in July 2007.
Interest payments will be made subject to applicable withholding or
deduction for or on account of tax (if any), without the Issuer being
obliged to pay additional amounts in respect of any such
withholding or deduction.
The interest rate applicable to each class of Notes from time to time
(each, a “Rate of Interest”) will be calculated in accordance with
Condition 5 (Interest). See “Terms and Conditions of the Notes”.
The Rate of Interest applicable to the Notes (other than the Class X
Notes and the Class V Notes) will be a per annum rate equal to the
sum of (A) LIBOR (as determined in accordance with Condition
5(c) (Rate of Interest)) for three-month sterling deposits (or, in the
case of the first Interest Accrual Period, will be determined by a
linear interpolation of the rate for one-month and two-month
sterling deposits), plus (B) the Relevant Margin.
The “Relevant Margin” in respect of each class of Notes (other
than the Class X Notes and the Class V Notes) will be:
Class
A
B
C
D
E
Relevant Margin
0.25 per cent. per annum
0.35 per cent. per annum
0.50 per cent. per annum
0.60 per cent. per annum
0.90 per cent. per annum
The Rate of Interest applicable to the Class X Notes from time to
time will be the Class X Interest Rate. The “Class X Interest
Rate” for any Payment Date is a per annum rate expressed as a
percentage calculated as follows: (a) the product of: (i) the
outstanding principal balance of the Libra Loan as at the beginning
of the related Interest Accrual Period expiring immediately before
such Payment Date and (ii) the Class X Net Weighted Average
Strip Rate, divided by (b) the Principal Amount Outstanding on the
Class X Notes immediately before such Payment Date.
The “Class X Net Weighted Average Strip Rate” with respect to
any Payment Date will be a per annum rate equal to the excess, if
any, of (x) the Net Mortgage Rate for the related Interest Accrual
Period over (y) the weighted average of the Rates of Interest of the
Notes (other than the Class X Notes and the Class V Notes)
(weighted on the basis of the respective Principal Amount
25

Outstanding of such Classes immediately prior to such Payment
Date).
The “Net Mortgage Rate” for the Libra Loan, with respect to any
Payment Date, is equal to (a) the related per annum interest rate
due on the Libra Loan less (b) the Administrative Cost Rate.
The “Administrative Cost Rate” is equal to a variable per annum
rate, which, as at any Payment Date, is the amount (expressed as a
percentage) equal to the product of (a) the fraction obtained by
dividing: (i) the Administrative Cost Factor by (ii) the actual
number of days in the relevant Interest Accrual Period for such
Payment Date and (b) 365. The Administrative Cost Rate
represents as at any date of calculation, the per annum rate at which
Periodic Expenses for any Interest Accrual Period accrue against
the outstanding principal balance of the Libra Loan.
“Periodic Expenses” means, with respect to any Payment Date, the
ordinary, recurring fees and, in the case of the Issuer Margin, return
(and not extraordinary, non-recurring fees, costs and expenses) that
will be accrued and due on, or during the Interest Accrual Period
relating to such Payment Date (including VAT thereon, if
applicable), to the following persons (collectively, the “Periodic
Fee Parties” and each, a “Periodic Fee Party”): (i) the Servicer
(which fee is limited to the Servicing Fee and any expenses
incurred by the Servicer or Special Servicer in connection with any
review (annual or otherwise) procedure in respect of the Borrower
or the Libra Loan pursuant to the Servicing Agreement); (ii) the
Note Trustee; (iii) the Operating Bank; (iv) the Principal Paying
Agent; (v) the Agent Bank; (vi) the Irish Paying Agent; (vii) the
Common Depository; (viii) the Cash Manager; (ix) the Issuer (only
in respect of an amount equal to €1,500 per annum (the “Issuer
Margin”)); (x) the Corporate Services Provider and (to the extent
not covered by the fees payable to the Corporate Services
Provider), the Issuer’s directors, advisors and accountants; (xi) the
Rating Agencies; (xii) any stock exchange where the Notes are
listed; (xiii) the document custodian (if any); and (xiv) the
Registrar.
The “Administrative Cost Factor” is, as at any Payment Date,
equal to the amount (expressed as a percentage) obtained by
dividing: (i) the Administrative Fees for such Payment Date by (ii)
the outstanding principal balance of the Libra Loan immediately
after the respective second preceding Due Date for such Payment
Date.
The “Administrative Fees” for any Payment Date will be the sum
of all Periodic Expenses (plus VAT, if applicable), incurred during
the Collection Period immediately preceding such Payment Date.
Periodic Expenses (excluding the Servicing Fee and any expenses
incurred by the Servicer or Special Servicer in connection with any
review (annual or otherwise) procedure in respect of the Borrower
or the Libra Loan pursuant to the Servicing Agreement) plus VAT,
if applicable are scheduled to be, on an annual basis, an amount
equal to approximately £117,000; however, if any current service
provider is replaced by a successor service provider and such
successor’s fees are in excess of the prior service provider’s fees,
the Periodic Expenses will be increased to reflect such change.
The Rate of Interest applicable to the Class V Notes from time to
time will be the Class V Interest Rate, which will be a rate of
26

interest determined by reference to the Class V Amounts in the
Class V Account. See “Terms and Conditions of the Notes—
Condition 5(c) (Rate of Interest)”.
Whenever it is necessary to compute an amount of interest in
respect of any of the Notes for any period, such interest will be
calculated on the basis of actual days elapsed and a 365-day year.
The holders of the Class A Notes (the “Class A Noteholders”) and
the Class X Notes will only receive interest payments after
payment by the Issuer of certain costs and expenses (see “The
Structure of the Accounts—The Issuer’s Accounts—Priority of
Payments”). The Issuer’s obligations to pay interest on the Class B
Notes, the Class C Notes, the Class D Notes and the Class E Notes
will be subordinated to all interest payments on the Class A Notes
and the Class X Notes (including accrued and deferred interest),
and its obligations to pay interest on the Class B Notes, the Class C
Notes, the Class D Notes and the Class E Notes will, in each case,
also be subordinated to the Issuer’s obligation to pay interest on
any and all senior-ranking classes of Notes then outstanding in the
same manner.
Failure by the Issuer to pay interest on the Class A Notes (or the
most senior class of Notes which is still outstanding (other than the
Class X Notes and the Class V Notes) where one or more classes of
Notes has been redeemed in full) when due and payable will result
in a Note Event of Default, which may result in the Note Trustee
enforcing the Issuer Security pursuant to the Note Trust Deed.
Failure by the Issuer to pay interest on the Class X Notes or the
Class V Notes will not result in a Note Event of Default or an
enforcement of the Issuer Security.
To the extent that funds available to the Issuer on any Payment
Date, after paying any interest then accrued due and payable on the
most senior class of Notes then outstanding (other than the Class V
Notes), are insufficient to pay in full interest otherwise due on any
one or more classes of more junior-ranking Notes (other than the
Class V Notes) then outstanding, the shortfall in the interest
amount then due will not be paid on such Payment Date, but will
only be paid, in accordance with the order of seniority of the
affected classes of Notes, on one or more subsequent Payment
Dates, if and when permitted by subsequent cash flows which are
available after the Issuer’s higher priority liabilities have been
discharged.
C. Principal Final Redemption ................. Unless previously redeemed, the Notes are scheduled to be
redeemed at their Principal Amount Outstanding together with
accrued interest on the Assumed Final Payment Date, provided that
in any event, the maturity date of Notes may not be later than the
Payment Date falling in January 2017 (the “Maturity Date”). See
“Certain Characteristics of the Libra Loan and Properties” below.
The “Assumed Final Payment Date” for each Note is set forth
under “Executive Summary” above.
D. Principal Amount Outstanding ............ The “Principal Amount Outstanding” of any class of Notes on
any date shall be (a) the initial principal amount thereof on the
Closing Date less (b) the sum of (i) the aggregate amount of all
repayments and prepayments of principal in respect of that class of
Note since the Closing Date and prior to such date and (ii) the
aggregate amount of all NAI Amounts allocated to such class of
Notes since the Closing Date and before such date of calculation.
27

“NAI Amounts” means on any Payment Date, in relation to the
Notes of a particular class, a pro rata share of the aggregate
amount of NAI required to be applied to such class of Notes on
such Payment Date calculated in accordance with Condition 6(e)
(Principal Amount Outstanding and Note Factor). As set out in
Condition 6(e) (Principal Amount Outstanding and Note Factor),
NAI Amounts will be allocated to each class of Notes (other than
the Class X Notes and the Class V Notes) in reverse sequential
order, beginning with the most subordinate class of Notes that then
has any Principal Amount Outstanding.
“NAI” means with respect to any Determination Date, the amount
by which (x) the aggregate amount of principal of the Libra Loan
outstanding as determined by the Servicer after taking into account
all principal received on or before such Determination Date will be
less than (y) the aggregate Principal Amount Outstanding of the
Notes on the related Payment Date (after application of any
Sequential Principal Distribution Amount and Pro Rata Principal
Prepayment Amount, if any, to be distributed on the Notes on such
Payment Date).
NAI will represent, among other things, the amount of losses
realised on the Libra Loan upon a Final Recovery Determination.
E. Mandatory Redemption in Part ............ Unless a Note Enforcement Notice has been served, the Notes of
any Class (other than the Class X Notes and the Class V Notes)
will be subject to mandatory redemption in part on each Payment
Date to the extent that any Sequential Principal Distribution
Amounts or Pro Rata Principal Prepayment Amounts for the related
Collection Period are allocable to the Notes after the payment of all
amounts payable by the Issuer in priority to payments of principal
and interest on the respective Notes including any amounts then
due under the Loan Sale Agreement. See further “Terms and
Conditions of the Notes—Condition 6(b) (Mandatory Redemption
from Principal Distribution Amounts, Sequential Principal
Distribution Amounts and Pro Rata Principal Prepayment
Amounts)” below.
With respect to Sequential Principal Distribution Amounts, the
Issuer will apply such funds in redeeming the Notes of the most
senior class then outstanding (other than the Class X Notes and the
Class V Notes) and, to the extent that the same are redeemed in
full, the next most senior class then outstanding (other than the
Class X Notes and the Class V Notes). With respect to Pro Rata
Principal Prepayment Amounts, the Issuer will apply such funds in
redeeming the Notes (other than the Class X Notes and the Class V
Notes) in the manner described below under “—Application of
Payments by the Issuer—Payments on Notes from Collection
Account—General”.
The Class X Notes will be subject to mandatory redemption in part
from amounts standing to the credit of the Class X Account on the
first Payment Date in the amount of £45,000 per Note, in
accordance with Condition 6(h) (Mandatory Redemption in Part of
the Class X Notes and Class V Notes). The Class X Notes will not
otherwise be subject to redemption prior to their maturity,
mandatory redemption or the enforcement in full of the Notes,
unless (a) the principal balance of the Libra Loan has been reduced
to zero or (b) after payment in full of the Class A Notes, Class B
Notes, Class C Notes, Class D Notes and Class E Notes.
28

The Class V Notes will be subject to mandatory redemption in part
from amounts standing to the credit of the Class V Account on the
first Payment Date in the amount of £45,000 per Note, in
accordance with Condition 6(h) (Mandatory Redemption in Part of
the Class X Notes and Class V Notes). The Class V Notes will
otherwise not be subject to redemption prior to the payment in full
of the Class A Notes, Class B Notes, Class C Notes, Class D Notes
and Class E Notes.
F. Redemption in Full............................... The Notes will be subject to redemption in full, but not in part, by
the Issuer at their Principal Amount Outstanding at the direction of,
inter alios, 66⅔ per cent. of the Controlling Class if, as a result of a
change in tax law from that in effect on the Closing Date, the Issuer
will be obliged to make any withholding or deduction from
payments in respect of the Notes. See further “Terms and
Conditions of the Notes—Condition 6(c) (Mandatory Redemption
for Tax Reasons)” below.
The Notes will also be subject to redemption in full, but not in part,
at their then Principal Amount Outstanding if the Servicer or the
Special Servicer exercises its call option, upon the outstanding
principal balance of the Libra Loan being less than 10 per cent. of
the aggregate outstanding principal balance of the Libra Loan at the
Closing Date.
In any case the Issuer, the Servicer or the Special Servicer, as
applicable, must certify to the Note Trustee that it will have
sufficient funds available to it on the relevant Payment Date to
discharge all of the Issuer’s liabilities in respect of the Notes and
any amounts required under the Deed of Charge and Assignment to
be paid in priority to, or pari passu with, the Notes on such
Payment Date, all in accordance with “Terms and Conditions of the
Notes—Conditions 6(c) (Mandatory Redemption for Tax
Reasons)”, “—6(d) (Mandatory Redemption Upon Exercise of Call
Option)” and “—6(e) (Principal Amount Outstanding and Note
Factor)” below.
Subordination ............................................ Other than with respect to any Pro Rata Principal Prepayment
Amounts and subject to certain conditions:
(a) while any Class A Notes are outstanding, the holders of the
Class B Notes (the “Class B Noteholders”), the holders of the
Class C Notes (the “Class C Noteholders”), the holders of the
Class D Notes (the “Class D Noteholders”) and the holders of
the Class E Notes (the “Class E Noteholders”) will not be
entitled to any repayment of principal in respect of the Class B
Notes, the Class C Notes, the Class D Notes and the Class E
Notes, respectively;
(b) while any Class B Notes are outstanding, the Class C
Noteholders, the Class D Noteholders and the Class E
Noteholders will not be entitled to any repayment of principal
in respect of the Class C Notes, the Class D Notes and the
Class E Notes, respectively;
(c) while any Class C Notes are outstanding, the Class D
Noteholders and the Class E Noteholders will not be entitled to
any repayment of principal in respect of the Class D Notes and
the Class E Notes, respectively; and
29

(d) while any Class D Notes are outstanding, the Class E
Noteholders will not be entitled to any repayment of principal
in respect of the Class E Notes.
Principal of the Class X Notes and the Class V Notes is paid solely
from amounts standing to the credit of the Class X Account and the
Class V Account, respectively, and therefore does not rank against
any other class of Notes with respect to any amount distributable
from the Collection Account to such class.
Ratings....................................................... The Notes (other than the Class V Notes) are, upon issue, expected
to be rated by the Rating Agencies as follows:
Class
A
X
B
C
D
E
Expected Rating
S&P/Moody’s/Fitch
AAA/Aaa/-
AAA/-/-
AAA/-/AA
AA+/-/A
AA/-/A
A/-/BBB
The Class V Notes will not be rated. A security rating is not a
recommendation to buy, sell or hold securities and may be subject
to revision, suspension or withdrawal at any time by the assigning
rating agency.
The ratings of the Notes are dependent upon, among other things,
the short term unsecured, unsubordinated and unguaranteed debt
ratings of the Backup Advance Provider. If such ratings fall below
the short-term, unsecured, unguaranteed and unsubordinated debt
ratings of “A-1+” by S&P , “P-1” by Moody’s and “F1” by Fitch
(in each case, to the extent that such Rating Agency is at the time
of determination engaged by the Issuer to provide credit ratings for
the Notes of any class) and long-term, unsecured, unguaranteed and
unsubordinated debt ratings of at least “A1” by Moody’s (to the
extent that Moody’s is at the time of determination engaged by the
Issuer to provide credit ratings for the Notes of any class) (the
“Backup Advance Provider Required Ratings”), the Backup
Advance Provider must be replaced by a Backup Advance Provider
that satisfies the Backup Advance Provider Required Ratings
within 30 days of the downgrade.
Sales Restrictions....................................... The Notes have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”), or the securities laws of any state of the United States and
unless so registered may not be offered and sold in the United
States or to, or for the benefit of U.S. persons (as defined in
Regulation S under the Securities Act (a “U.S. Person”), except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable
state laws.
The Notes are being offered and sold only to (a) “Qualified
Institutional Buyers” (as defined in Rule 144A under the
Securities Act) and (b) persons (other than U.S. persons) pursuant
to Regulation S under the Securities Act. For a description of
certain restrictions on resales or transfers see “Transfer
Restrictions”.
Listing........................................................ Application has been made to the Financial Regulator in Ireland, as
competent authority under the Prospectus Directive, for the
30

Prospectus to be approved. Application has been made to the Irish
Stock Exchange for the Notes to be admitted to the Official List of
the Irish Stock Exchange and to trading on its regulated market.
There can be no assurance, however, that such admission will be
granted.
Settlement.................................................. Clearstream, Luxembourg and Euroclear.
Governing Law.......................................... The Notes and the Note Trust Deed will be governed by English
law.
Application of Payments by the Issuer
Source of Funds......................................... Payments of interest and principal on the Libra Loan and the Basis
Swap Agreement and (if necessary and applicable) Advances
received under the Servicing Agreement are the principal sources
of funds from which the Issuer will make repayments of principal
and payments of interest in respect of the Notes.
Payments on Notes from
Collection Account ................................ On each Payment Date, the Cash Manager will be required to make
payments on the Notes (in the priority set forth under “—Priority of
Payments”, below) to the extent of Available Funds.
“Available Funds” means the aggregate amount available in the
Collection Account attributable to the Collection Period related to
the applicable Payment Date after: (i) the allocation of quarterly
collections with respect to the Libra Loan and the Basis Swap
Agreement to the Class V Account which comprises any interest
earned on amounts deposited in the Collection Account, the Class
X Account and the Class V Account or net income earned from
Permitted Investments of such amounts during the Collection
Period immediately preceding such Payment Date (in each case
other than interest or net income earned in respect of prepayments
or liquidation proceeds deposited into the Collection Account
during such Collection Period); and (ii) the payment of expenses of
the Issuer from amounts allocated to the Collection Account, in
each case as described under “The Structure of the Accounts”.
The “Principal Distribution Amount” for any Payment Date will
be equal to the sum, without duplication, of the principal
component of:
(a) all payments and repayments (including any voluntary or
mandatory principal prepayments) and amortisation due or
deemed due in respect of the Libra Loan (including any
payments in connection with the acceleration of the Libra
Loan);
(b) P&I Advances made by the Advance Provider or the Backup
Advance Provider, as applicable, with respect to such Payment
Date;
(c) any payment made by the Loan Arranger to repurchase (or
participate in) the Libra Loan pursuant to the Loan Sale
Agreement; and
(d) to the extent not included above, any full or partial recoveries
in respect of principal, net insurance proceeds, compulsory
purchase proceeds and net enforcement or liquidation proceeds
received in respect of the Libra Loan (including the principal
31

component of any payment received in connection with the
sale of the Libra Loan pursuant to the Purchase Option or to a
Subordinate Lender under the Subordinate Debt, if applicable,
in each case as described under “Servicing—Enforcement of
the Libra Loan” and “The Libra Loan and Properties—Senior
Intercreditor Deed—Purchase Right of Subordinate Lenders”),
in any case, attributable to the Collection Period related to such
Payment Date; provided that after an enforcement of the security
granted pursuant to the Deed of Charge and Assignment in
accordance with its terms, all amounts remaining as Available
Funds in the Collection Account will be considered Principal
Distribution Amounts.
The “Principal Prepayment Amount” for any Payment Date will
be equal to the sum of: (without duplication) any voluntary or
mandatory principal prepayments (including any premium received
in connection with any property release) or Balloon Payment but
excluding, in each case, amortisation actually received under the
Libra Loan during the Collection Period related to such Payment
Date.
The “Principal Amortisation Amount” for any Payment Date will
be equal to the Principal Distribution Amount for such Payment
Date less the Principal Prepayment Amount for such Payment
Date.
The “Sequential Principal Distribution Amount” for any
Payment Date will be equal to the excess of the Principal
Distribution Amount received for the Libra Loan for such Payment
Date over the Pro Rata Principal Prepayment Amount for such
Payment Date.
The “Pro Rata Principal Prepayment Amount” and the “Pre-
Trigger Sequential Principal Prepayment Amount” for any
Payment Date will be equal to the lesser of:
(a) 50 per cent. of the Principal Prepayment Amount for such
Payment Date; or
(b) 50 per cent. of an amount that, if applied against the aggregate
Principal Amount Outstanding of the Notes (other than the
Class X Notes and the Class V Notes) as at such Payment Date
would, after application of any Principal Amortisation Amount
on such Payment Date, reduce such Principal Amount
Outstanding to 50 per cent. of the Principal Amount
Outstanding of the Notes (other than the Class X Notes and the
Class V Notes) as at the Closing Date.
Notwithstanding the foregoing if a Sequential Prepayment Trigger
exists on the Determination Date immediately preceding such
Payment Date, the Pro Rata Principal Prepayment Amount and the
Pre-Trigger Sequential Principal Prepayment Amount for such
Payment Date will be zero.
“Sequential Prepayment Trigger” means, on any Determination
Date, the existence of any of the following:
(a) a Material Loan Event of Default under the Credit Agreement
relating to the Libra Loan; or
32

(b) NAI Amounts have been allocated to any class of Notes since
the Closing Date due to realised losses on the Libra Loan, or
there has been a failure to pay interest when due on any Note;
or
(c) the aggregate Principal Amount Outstanding of the Notes
(other than the Class X Notes and the Class V Notes) is less
than or equal to 50 per cent. of the aggregate Principal Amount
Outstanding of the Notes (other than the Class X Notes and the
Class V Notes) as at the Closing Date; or
(d) a Note Event of Default has been declared and is outstanding.
“Material Loan Event of Default” means any Loan Event of
Default deemed by the Servicer or, with respect to a Specially
Serviced Loan, the Special Servicer to be material on the basis of
the Credit Agreement, which Loan Events of Default shall include,
but not be limited to, any monetary event of default, insolvency (of
a member of the Borrower Group or of the Principal Tenant),
cross-default with other indebtedness, or certain breaches of
representation. Upon the occurrence of a Material Loan Event of
Default, the Servicer or the Special Servicer, as applicable, will be
required to promptly notify the Cash Manager.
A. Priority of Payments ............................ On each Payment Date, including post-enforcement (except as
otherwise provided below), payments from Available Funds in the
Collection Account (excluding any Pro Rata Principal Prepayment
Amount which shall be distributed as described under “—
Distribution of the Pro Rata Principal Prepayment Amount”
below), will be made by the Cash Manager in the following order
of priority after payment of Revenue Priority Amounts and
Expenses Priority Amounts (in each case only if and to the extent
that payments or provisions of higher priority have been made in
full) (the “Sequential Priority of Payments”):
(i) first, to pay, pro rata, all interest due or overdue and
payable on the Class A Notes and the Class X Notes
together with any interest thereon, in accordance with the
provisions of the Terms and Conditions of the Notes (the
“Conditions”) and the Note Trust Deed;
(ii) second, to pay all principal due and payable on the Class
A Notes in an amount up to the lesser of: (a) their
Principal Amount Outstanding; and (b) the Sequential
Principal Distribution Amount in accordance with the
provisions of the Conditions and the Note Trust Deed;
(iii) third, to pay that portion of the Class A Notes that
represents any NAI Amounts previously allocated to such
class;
(iv) fourth, to pay the Forward Swap Subordinated Amounts to
the Swap Provider;
(v) fifth, to pay all interest due or overdue and payable on the
Class B Notes together with any interest thereon, in
accordance with the provisions of the Conditions and the
Note Trust Deed;
(vi) sixth, to pay all principal due and payable on the Class B
Notes in an amount up to the lesser of: (a) their Principal
33

Amount Outstanding; and (b) the Sequential Principal
Distribution Amount, less the portion of the Sequential
Principal Distribution Amount distributed pursuant to all
prior clauses, in accordance with the provisions of the
Conditions and the Note Trust Deed;
(vii) seventh, to pay that portion of the Class B Notes that
represents any NAI Amounts previously allocated to such
class;
(viii) eighth, to pay all interest due or overdue and payable on
the Class C Notes together with any interest thereon, in
accordance with the provisions of the Conditions and the
Note Trust Deed;
(ix) ninth, to pay all principal due and payable on the Class C
Notes in an amount up to the lesser of: (a) their Principal
Amount Outstanding; and (b) the Sequential Principal
Distribution Amount, less the portion of the Sequential
Principal Distribution Amount distributed pursuant to all
prior clauses, in accordance with the provisions of the
Conditions and the Note Trust Deed;
(x) tenth, to pay that portion of the Class C Notes that
represents any NAI Amounts previously allocated to such
class;
(xi) eleventh, to pay all interest due or overdue and payable on
the Class D Notes together with any interest thereon, in
accordance with the provisions of the Conditions and the
Note Trust Deed;
(xii) twelfth, to pay all principal due and payable on the Class
D Notes in an amount up to the lesser of: (a) their
Principal Amount Outstanding; and (b) the Sequential
Principal Distribution Amount, less the portion of the
Sequential Principal Distribution Amount distributed
pursuant to all prior clauses, in accordance with the
provisions of the Conditions and the Note Trust Deed;
(xiii) thirteenth, to pay that portion of the Class D Notes that
represents any NAI Amounts previously allocated to such
class;
(xiv) fourteenth, to pay all interest due or overdue and payable
on the Class E Notes together with any interest thereon, in
accordance with the provisions of the Conditions and the
Note Trust Deed;
(xv) fifteenth, to pay all principal due and payable on the Class
E Notes in an amount up to the lesser of: (a) their
Principal Amount Outstanding and (b) the Sequential
Principal Distribution Amount, less the portion of the
Sequential Principal Distribution Amount distributed
pursuant to all prior clauses, in accordance with the
provisions of the Conditions and the Note Trust Deed;
(xvi) sixteenth, to pay that portion of the Class E Notes that
represents any NAI Amounts previously allocated to such
class;
34

(xvii) seventeenth, to pay to the Advance Provider or, as the case
may be, the Backup Advance Provider, any Subordinated
Advance Amounts with respect to the Libra Loan; and
(xviii) eighteenth, to pay any surplus to the Issuer and, if the
directors of the Issuer so resolve, and the Issuer may
lawfully do so, to pay dividends to shareholders in the
Issuer.
“Forward Swap Subordinated Amounts” means any termination
amount due to the Swap Provider under the Swap Agreement to the
extent relating to the Forward Swap.
On any Payment Date, including post-enforcement, on which
principal amounts are due and payable on the Class X Notes or the
Class V Notes, the Cash Manager will instruct the Operating Bank
to pay such amounts from the Class X Account and the Class V
Account, respectively, in accordance with the Conditions, the Note
Trust Deed and the Cash Management Agreement. On any
Payment Date, including post-enforcement, on which interest is
due and payable on the Class V Notes, such interest will be paid
from the Class V Account in accordance with the Conditions, the
Note Trust Deed and the Cash Management Agreement.
To the extent that Available Funds on any Payment Date, after
paying any interest then due and payable on the most senior class
of Notes then outstanding (other than the Class V Notes), are
insufficient to pay in full interest due on any outstanding class or
classes of more junior-ranking Notes (other than the Class V
Notes), the shortfall in the interest amount then due and payable
will be paid, in accordance with the Sequential Priority of
Payments, on one or more subsequent Payment Dates if Available
Funds on such Payment Date or Payment Dates are sufficient to
pay such amounts.
B. Distribution of the Pro Rata
Principal Prepayment Amount ............... On each Payment Date prior to a Sequential Prepayment Trigger in
respect of which the Principal Prepayment Amount is greater than
zero, the Cash Manager will allocate and distribute the Pro Rata
Principal Prepayment Amount from Available Funds in the
Collection Account pro rata to each class of Notes then
outstanding (other than the Class X Notes and the Class V Notes)
based upon the respective Principal Amount Outstanding of each
such class of Notes and the aggregate Principal Amount
Outstanding of the Notes (other than the Class X Notes and the
Class V Notes) on such Payment Date, in each case after taking
into account application of (i) the Principal Amortisation Amount
and (ii) the Pre-Trigger Sequential Principal Prepayment Amount
for such Payment Date in accordance with the Sequential Priority
of Payments.
C. Expenses ............................................... Expenses with respect to the Libra Loan and the Notes are required
to be calculated and paid by the Cash Manager prior to any
distribution to the Noteholders in the manner and priority set forth
under “The Structure of the Accounts—The Issuer’s Accounts”
below.
Security for the Notes................................ The obligations of the Issuer to Secured Parties will be secured,
inter alia, by and pursuant to a deed of charge and assignment (the
“Deed of Charge and Assignment”) governed by English law or,
35

to the extent applicable, Scots law, Northern Irish law or Jersey
law, which will be entered into on the Closing Date.
The Issuer will grant, among other things, the following security
under the Deed of Charge and Assignment (the “Issuer Security”)
to the Note Trustee for itself and the other Secured Parties:
(a) an assignment by way of first-ranking security of the Issuer’s
rights under the Libra Loan (subject to the Subordinated
Lenders’ rights therein) and the Loan Documents and an
assignment by way of first-ranking security of the Issuer’s
rights under certain agreements entered into in connection with
the transactions described in this Offering Circular;
(b) an assignment by way of first-ranking security of the Issuer’s
beneficial interest in the Related Security;
(c) a first-ranking charge over the Issuer’s interests in the Issuer
Accounts (other than the Class X Account and the Class V
Account) and certain other accounts of the Issuer, and in the
funds from time to time standing to the credit of such accounts
(other than Class V Amounts) and in the debts represented
thereby;
(d) a first-ranking charge in and to such Permitted Investments
made by or on behalf of the Issuer using monies standing to
the credit of the Issuer Accounts (other than the Class X
Account or the Class V Account) and all monies, income and
proceeds payable thereunder or accrued thereon (other than to
the extent such amounts represent Class V Amounts) and the
benefit of all covenants relating thereto and all rights and
remedies for enforcing the same; and
(e) a first-ranking floating charge governed by English law over
the whole of the undertaking and assets of the Issuer (other
than any such undertakings and assets as are situated in
Jersey), present and future (other than such assets that are
subject to the assignments by way of security and the fixed
charges set out in paragraphs (a) to (d) above and the
paragraph below, but extending over all of the undertaking and
assets of the Issuer situated in Scotland or otherwise governed
by Scots law or situated in Northern Ireland or otherwise
governed by Northern Irish law, respectively).
The Class X Notes and the Class V Notes will be additionally and
respectively secured by way of a first-ranking charge over amounts
standing to the credit of the Class X Account and the Class V
Account and any Permitted Investments made using such amounts,
respectively (except that interest accrued on such amounts and net
income in respect of such Permitted Investments will secure only
the Class V Notes) and, as regards the Class V Notes only, Class V
Amounts standing to the credit of any Issuer Account, as described
under “The Structure of the Accounts—The Issuer’s Accounts—The
Class X Account”, and “—the Class V Account”. Such security will
be granted to the Note Trustee in favour of itself and the Class X
Noteholders and Class V Noteholders under the Deed of Charge
and Assignment on the terms set forth in Condition 3(b) (Security
and Priority of Payments).
Legal Investment Considerations .............. The Notes will not constitute “mortgage related securities” for
purposes of the Secondary Mortgage Market Enhancement Act of
36

1984, as amended. If your investment activities are subject to legal
investment laws and regulations, regulatory capital requirements,
or review by regulatory authorities, then you may be subject to
restrictions on investment in the Notes. You should consult your
own legal advisors for assistance in determining the suitability of
and consequences to you of the purchase, ownership and sale of the
Notes.
37

RISK FACTORS
Prospective investors in the Notes should consider, among other things, the following factors in
connection with the purchase of the Notes. The following summary of certain issues is not intended to be
exhaustive. Prospective investors in the Notes should also read the detailed information set out elsewhere
in this document.
Loan Related Risks
Commercial Mortgage Lending Generally: The Libra Loan is secured by, inter alia, mortgages or, in the
case of Scottish properties, standard securities (each, a “Mortgage”) over: (a) the freeholds and overriding
leases of 285 healthcare properties, which represent 96.5 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; (b) the long leaseholds of
seven healthcare properties, which represent 2.6 per cent. of the Cut-Off Date Securitised Loan Principal
Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; (c) the part freehold and part
leasehold of two healthcare properties, which represent 0.9 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; and (d) the freeholds of
three staff accommodation properties, which represent less than 1.0 per cent. of the Cut-Off Date Securitised
Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount (collectively, the
“Properties”). In addition, the Libra Whole Loan is secured by: (a) charges over 241 overriding leases of
which an Obligor is an overriding tenant; (b) charges over accounts into which rental income is paid with
respect to the Properties; (c) a charge over the shares in all subsidiaries of each Obligor; (d) assignations of rents
(under Scots law) or assignments of rental income (under English or Northern Irish law), as applicable; and (e) a
floating charge over the assets and undertaking of each Obligor. Commercial mortgage lending is generally
viewed as exposing a lender to a greater risk of loss than residential mortgage lending since the repayment of
loans secured by income-producing properties is typically dependent upon the successful operation of the
related property. If the cash flow from the property is reduced (for example, if leases are not obtained or
renewed or if tenants default in their obligations under the leases), a borrower’s ability to repay a loan may be
impaired.
The volatility of property values and net operating income depends upon a number of factors, including (a)
the volatility of property and property-related revenue and (b) the relevant property’s “operating leverage”,
which generally refers to (i) the percentage of total property operating expenses in relation to property revenue,
(ii) the breakdown of property operating expenses between those that are fixed and those that vary with revenue
and (iii) the level of capital expenditures required to maintain the property and retain or replace tenants. Even
when the current net operating income is sufficient to cover debt service, there can be no assurance that this will
continue to be the case in the future.
The net operating income and value of the Properties may be adversely affected by a number of factors,
including, but not limited to, national, regional and local economic conditions (which may be adversely affected
by government healthcare and/or geriatric care policies and other factors); local property market conditions
(such as an oversupply of space, including market demand); convenience, condition, services and attractiveness
of the Properties; the proximity and availability of competing alternatives to the Properties; the willingness and
ability of the owners of the Properties to provide capable management and adequate maintenance; demographic
factors; retroactive changes to building or similar regulations; and increases in operating expenses (such as
staffing and energy costs). In addition, other factors may adversely affect the Properties’ value without
affecting their current net operating income, including: changes in governmental regulations; monetary and
fiscal policy and planning or tax laws; potential environmental legislation or liabilities or other legal liabilities;
the availability of refinancing; and changes in interest rate or yield levels.
The age, construction quality and design of a particular property may affect its occupancy level as well as
the fees that may be charged for individual property use over time. The effects of poor construction quality will
increase over time in the form of increased maintenance and capital improvements needed to maintain the
property and to attract residents. Even good construction will deteriorate over time if the property managers
and/or tenants do not schedule and perform adequate maintenance in a timely fashion. If, during the term of the
Libra Whole Loan competing properties of a similar type are built in the areas where the Properties are located
or similar properties in the vicinity of the Properties are substantially updated and refurbished, the value and net
operating income of the Properties could be reduced.
38

The terms of the leases might affect the realisable value of the Properties on enforcement. The Libra Loan
contains restrictions on the Property Owners’ ability to grant or surrender leases without the Security Agent’s
consent.
Additionally, some of the Properties may not readily be convertible to alternative uses if such Properties
were to become unprofitable due to competition, age of the improvements, decreased demand, regulatory
changes or other factors. The conversion of commercial properties to alternate uses generally requires
substantial capital expenditures. In addition, in connection with obtaining the necessary planning consents for
such alternative uses, additional environmental surveys may be required. If any such environmental survey
indicates that there are environmental issues with respect to such property, whether because of the conversion in
usage or otherwise, it is possible that the Borrower will be required to remedy such environmental issues.
A decline in the healthcare market (or an increase in competition), in the financial condition of one or more
tenants or operators which provide healthcare services or a general decline in the local, regional or national
economy will tend to have a more immediate effect on the net operating income of properties with short-term
revenue sources and may lead to higher rates of delinquency or defaults.
Any one or more of the above described factors could have an adverse effect on the income derived from,
or able to be generated by, a particular Property, which could in turn cause the Borrower to default on the Libra
Whole Loan or may impact on the Borrower’s ability to refinance the Libra Whole Loan or sell the Properties to
repay the Libra Whole Loan.
Risks Relating to Healthcare Properties: The Libra Whole Loan is secured by, among other things,
residential care home, nursing home and specialist care home healthcare properties. Investors should note in
particular the following issues:
Public Sector Funding: A significant source of the Borrower’s income is or may be derived from publiclyfunded
sources, principally local authorities or The National Health Service. Local authorities have cash-limited
budgets and this affects the scope of care services funded by them. The level of resources that each relevant
government makes available to local authorities to fund community care, therefore, is of crucial importance.
A significant percentage of independent sector care home residents have their fees paid by local authorities.
The remaining fees are invoiced monthly to residents and/or their families and/or estates. There can be no
guarantee that the current ratio of state to private funding will be maintained or that average debtor levels will
not increase. The future availability of public finance could be affected by political considerations.
Downward pressure on fee income in respect of residential care or nursing homes could adversely affect the
ability of the Borrower to make payments in respect of the Libra Whole Loan. This, in turn, would adversely
affect the ability of the Issuer to make payments in respect of the Notes.
Regulatory Issues: The tenants occupying the Properties and operating (directly, or through affiliates or
subsidiaries) nursing and/or residential care homes (the “Libra Tenants”) are regulated by the relevant
regulatory authority in the relevant jurisdiction. Care homes (which provide, among other things, long-term,
non-acute care for the elderly, or adults who suffer from a mental illness or addiction, or who have a learning
disability and are unable to cope unsupported in the community) are regulated in England and Wales under the
Care Standards Act 2000 (the “CSA”) by the Commission for Social Care Inspection (“CSCI”). The regulator
in Wales is the Care Standards Inspectorate for Wales. All relevant facilities must be registered with CSCI. In
March 2001, the National Minimum Care Standards for Care Homes (the “National Minimum Standards”)
were published pursuant to the CSA, which regulate minimum physical standards such as room sizes. The
equivalent regulations in Northern Ireland are the Health and Personal Social Services (Quality, Improvement
and Regulation) (Northern Ireland) Order 2003 which set out analogous minimum care standards.
CSCI inspectors are entitled to enter and inspect the Properties, and are required to do so at least twice a
year, with one inspection being unannounced. Should inspections reveal failures to meet the applicable National
Minimum Standards and regulations, it is possible, in the event of a very serious failure, that the registration of
the relevant facility could be revoked (in which case it would cease to be able to be used as a hospital or care
home) or, in less serious circumstances, be subject to conditions (which might restrict its business activities).
There can be no assurance that each Property will, at all the relevant times, meet the requirements of the
applicable National Minimum Standards and regulations and that internal controls will ensure that this is so.
Failure to meet such standards may have an adverse effect on the particular Libra Tenant’s business and may, in
39

turn, affect that tenant’s ability to pay rent to the relevant Property Owner, which may affect the Borrower’s
ability to meet payments on the Libra Whole Loan.
In addition, managers of registered hospitals and care homes are required to be personally registered. Each
of the persons listed as a manager is a registered person. If any manager loses his or her registration, it would be
necessary to replace him or her with a registered person in order to continue the operation of the relevant
tenant’s business in respect of the relevant Property.
In Scotland, the present legal framework for the regulation of care services was established under the
Regulation of Care (Scotland) Act 2001 (the “RC(S)A”). Both care homes and independent hospitals are
regulated and inspected by the Scottish Commission for the Regulation of Care (“SCRC”), established under
the RC(S)A, with which all such facilities must be registered. The regulatory and inspection regime in Scotland
is broadly parallel to the position in England and Wales as set out above, and the Scottish Executive has
published a series of National Care Standards for various categories of care services setting out the standards
that facilities registered under the RC(S)A must meet (the “National Care Standards”). The regulators in
Northern Ireland are the Registration and Inspection Units. Northern Ireland has separate but equivalent
legislation regulating the provision of care services, most notably the Registered Homes (Northern Ireland)
Order 1992. As in Scotland, the Northern Irish regulatory regime is broadly parallel with the position in
England and Wales under the CSA.
No assurance can be given as to the impact of any possible changes in regulations which enforce the
National Minimum Standards or (in Scotland) National Care Standards after the date of this Offering Circular.
Possible changes in regulations enforcing the National Minimum Standards or National Care Standards could
result in increased costs for the Libra Tenants. This, in turn, could adversely affect the ability of the Borrower
to make payments in respect of the Libra Whole Loan and in turn, the Issuer to make payments in respect of the
Notes.
Nature of Healthcare Facilities: Pursuant to section 11 of the CSA any person who carries on or manages
an establishment or agency within the meaning of the CSA is required to obtain a registration under the CSA.
Section 12(3) of the CSA permits only individuals to apply for registration as a manager of an establishment or
agency. Registration is thus granted under the CSA either to the particular operator of the facilities or to the
manager of the facilities (in each case rather than in respect of the facilities themselves). The Servicer will not
assess or monitor compliance by any Libra Tenant with the terms of any registration. As such, a receiver or
administrator appointed in respect of a Libra Tenant (and acting as agent of that Libra Tenant) would be able to
maintain the licence/approval granted to the operator during its period of occupancy. The particular individual
in respect of which registration has been granted may or may not change.
In Scotland, any person who seeks to carry on a “care service” as defined in the RC(S)A (including a care
home) is required to obtain a registration with the SCRC. A provider must obtain a separate registration for
each care service provided, and the registration application must identify the individual (who may be the
provider) who is to act as manager of the service. As in England therefore, registration is granted to the
particular operator of the facilities rather than in respect of the facilities themselves. Similarly, in Northern
Ireland, any person owning and or managing a residential care home must be registered with the relevant Health
and Social Services Board in accordance with the Registered Homes (Northern Ireland) Order 1992 or the
Health and Personal Social Services Act (Northern Ireland) 2001.
While the insolvency of an operator is not grounds for the revocation of such licences and approvals per se,
the relevant regulator can (but is not required to) revoke at any time a licence/approval granted by it if the
regulator is not convinced about the continued ability of an operator to operate the relevant facilities. In theory,
the regulator could seek to revoke the licence of an operator upon the insolvency of such operator. However, in
practice, it is highly unlikely that the regulator would seek to close down a facility without first ensuring that the
patients then resident in the facilities were adequately cared for.
If a Property Owner (or following a Loan Event of Default, the Security Agent or any receiver appointed in
respect of a Property) intends to relet any Property to an alternative tenant on the basis that the alternative tenant
will continue to run the healthcare facilities provided at that Property, then the alternative tenant will need to
hold the requisite registrations under the CSA or (in Scotland) the RC(S)A. Depending on the supply at that
time of potential alternative tenants holding the requisite registrations, this may adversely affect the ability of a
Property Owner to relet any Property or to relet any Property within a short period of time.
40

Changes in Medical Practice: The method of treatment of patients changes from time to time as medical
practice changes. Such changes may require the Libra Tenants to make changes currently not anticipated, which
they may or may not be able to implement. Inability to remain current with medical practice may impact the
Libra Tenants’ business and, in turn, the Borrower’s ability to meet obligations under the Libra Whole Loan,
and further in turn, may affect the payments on the Notes.
Staff: In common with all health providers, the Libra Tenants face challenges in recruiting and retaining
qualified staff, particularly nurses. This is being countered to some extent by government initiatives to increase
the number of nurses entering or re-entering the profession. However, there can be no assurance that with
increased competition for suitably qualified staff, the Libra Tenants will succeed in recruiting and retaining
staff. The healthcare sector in the United Kingdom currently reduces staffing costs to a certain extent by
employing staff from outside the United Kingdom. However, there can be no assurance current government
policies will not change, and that it will remain possible to make staffing cost savings by employing staff from
outside the United Kingdom.
Occupancy Levels: The supply of and demand for nursing and/or care home beds in the United Kingdom
have both been reduced by, in the case of demand, the so-called ‘Word War I effect’ (a decline in birth rate
during and after World War I resulting in a decrease in demand in the 1990s for care for the elderly) and, in the
case of supply, the imposition of regulatory standards which have resulted in certain beds being closed for noncompliance
with the National Minimum Standards or (in Scotland) National Care Standards. The United
Kingdom Government Actuarial Department predicts an increase in the population over 85 years of age over the
next 30 years. However, there can be no assurance that age-specific dependency rates will remain constant as
life expectancy rises. Instead, as life expectancy rises, the number of years without dependency could rise by
the same amount and therefore, the number of years with dependency would remain constant. Falling overall
demand may be matched by withdrawal of capacity, thus resulting in sustained occupancy levels. However,
there can be no assurance that current levels of occupancy will be sustained.
Limited Payment History: The Libra Whole Loan was originated within approximately five months of the
Closing Date. As such, the Libra Whole Loan does not have a long-standing payment history and there can be
no assurance that required payments will be made or, if made, will be made on a timely basis or continue to be
made.
Recent Acquisition of the Properties: The Borrower acquired an indirect ownership in the Properties at
various times prior to the origination of the Libra Whole Loan. Accordingly, the Borrower, its affiliates and its
subsidiaries have limited experience in operating the Borrower Group and/or the Properties and, therefore, there
is a risk that the net operating income and cash flow of the Properties may vary significantly from the
operations, net operating income and cash flow generated by the Properties under prior ownership and/or
management.
Underwriting: The underwriting criteria and procedures of the Loan Arranger were applied when the Libra
Whole Loan was originated. Accordingly, U/W Net Operating Income means cash flow based on rent rolls,
and/or property operating statements provided by the Borrower and its Affiliates, as adjusted, based on a
number of assumptions used by the Loan Arranger. No representation is made that any U/W Net Operating
Income figures and the figures derived therefrom, such as U/W ICR and U/W DSCR, set forth in this Offering
Circular as at the Cut-Off Date or any other date represent future net cash flows. Each investor should review
these assumptions and make its own determination of the appropriate assumptions to be used in determining net
operating income. In addition, U/W Net Operating Income reflects calculations and assumptions used by the
Loan Arranger and should not be used as a substitute for, and may vary (perhaps substantially) from, cash flow
as determined in accordance with generally accepted accounting principles as applied with respect to the
Borrower (“GAAP”) as a measure of the results of a Property’s operation or as a substitute for cash flows from
operating activities determined in accordance with GAAP as a measure of liquidity. For example, the U/W
DSCR and U/W ICR set forth in this Offering Circular for the Libra Loan and the Properties vary, and may vary
substantially, from the debt service coverage ratios and the interest cover ratios for the Libra Whole Loan and
the Properties as calculated pursuant to the definition of such ratios as set forth in the related Loan Documents.
No representation is made as to the appropriateness or reasonableness of the assumptions used in
determining U/W Net Operating Income.
There can be no assurance that as a result of the underwriting procedures of the Loan Arranger the Libra
Whole Loan may be more likely to default which in turn could result in losses for Noteholders.
41

Sufficiency of Borrower’s Assets: Payments in respect of the Notes are dependent on, and limited to, the
receipt of funds under the Libra Loan and, where necessary and applicable, Servicing Advances under the
Servicing Agreement, amounts in the Cash Reserve Account, the Swap Agreement and the Basis Swap
Agreement. In turn, recourse on the Libra Loan is limited to the members of the Borrower Group and/or their
assets, which assets, in each case, are the Properties and other assets, security over which has been created to
secure the Libra Whole Loan and whose business activities, in each case, are limited to owning, financing and
otherwise dealing with such assets. Consequently, the ability of the Borrower to make payments on the Libra
Loan prior to the maturity date (or extended maturity date) and, therefore, the ability of the Issuer to make
payments on the Notes prior to the Maturity Date, is dependent primarily on the sufficiency of the net operating
income of the Borrower Group, including the net operating income of the Properties. Upon default by the
Borrower or on the maturity date of the Libra Whole Loan, payments on the Libra Loan would be dependent on
the market value of the Properties and/or the Borrower’s ability to refinance the Properties.
If, following the occurrence of an event of default under the Libra Whole Loan and following the exercise
by the Special Servicer of all available remedies in respect of the Libra Whole Loan and any Related Security,
the Issuer does not receive the full amount due from the Borrower, then Noteholders (or the holders of certain
classes of Notes) may receive by way of principal repayment an amount less than the face value of their Notes
and the Issuer may be unable to pay in full interest due on the Notes.
Risks Relating to the Taxes Payable by the Obligors Under the Libra Loan: The members of the Borrower
Group that own the Properties may have been structured in a manner to achieve maximum tax efficiency in the
acquisition or ongoing ownership of the related Properties or property owning companies. Such structures will
have been devised on the basis of current laws and regulations as well as decisions of tax authorities in the
relevant jurisdictions as understood by the legal and/or accounting advisors of the members of the Borrower
Group. Whilst the Loan Arranger is not aware of any inadequacies in such structural organisation of such
acquisitions or ownership of the Properties, there can be no assurance that the underlying tax rulings or practice
on which any such structure may rely will remain unchanged or that the relevant tax authorities will not disagree
with such tax position, and that as a consequence the members of the Borrower Group may incur a tax liability
in the future that may result in a reduction in amounts ultimately available by the Borrower to make payments
under the Libra Loan.
Refinancing Risk: The ability of the Note Trustee to make distributions to the Noteholders upon the
maturity date (or upon the extended maturity date) of the Libra Whole Loan will depend significantly on the
ability of the Borrower to refinance the Libra Whole Loan or the Shareholder to refinance the PIK Facility Loan
or sell the Properties. The availability of credit for the Borrower to refinance the Libra Whole Loan or its ability
to sell the relevant Properties at maturity (or at the extended maturity date) will be significantly dependent upon
economic conditions then prevailing in the United Kingdom, being the market where the Properties are located,
as well as the willingness and ability of lenders to make such loans. Such lenders typically include banks,
insurance companies and finance companies. The availability of funds in the credit markets fluctuates and there
can be no assurance that the availability of such funds will remain at or increase above, or will not contract
below, current levels. In addition, the availability of assets similar to the Properties, and competition for
available credit, may have a significant adverse effect on the ability of potential purchasers to obtain financing
for the acquisition of the Properties.
None of the Issuer, the Original Lender, the Loan Seller or the Loan Arranger is under any obligation to
provide any such refinancing or new swap agreements and there can be no assurance that the Borrower would
be able to refinance the Libra Whole Loan or sell any relevant Properties.
Failure by the Borrower to refinance the Libra Whole Loan or to sell any Properties on or prior to the
maturity date (or the extended maturity date) of the Libra Whole Loan may result in the Borrower defaulting on
the Libra Whole Loan. In the event of such a default, the Noteholders, or the holders of certain classes of Notes,
may receive by way of principal repayment an amount less than the face value of their Notes and the Issuer may
be unable to pay, in full, interest due on the Notes.
Risks Relating to Rent Accounts: The Borrower has undertaken that all Rental Income payable with respect
to the Properties is paid into the Borrower Rent Collection Accounts, from which all net rental income shall be
promptly paid by the Managing Agent into the Rent Account. The Borrower Rent Collection Accounts and the
Rent Account are secured for the benefit of the Issuer and the other lenders of the Libra Whole Loan and (in the
case only of the Rent Account) may be operated solely by the Security Agent. As a result, rents due on the
Properties are paid into Borrower Rent Collection Accounts located in England and Jersey. The charges over
the Borrower Rent Collection Accounts and the Rent Account, situated in England, are expressed to be English
42

law fixed charges. The security over the Borrower Rent Collection Account held in Jersey are expressed to be
an assignment of the account holder’s title to the account.
With regard to payments of rent which are made into a Rent Account, following the Closing Date, there
may be a risk of the Borrower, in breach of the Libra Whole Loan and any Related Security, charging or
assigning the rents to a third party. Under English law, the right to receive rent payments passes to a mortgagee
(including the Note Trustee) on enforcement of the mortgage without the need for any express assignment, and
therefore the claim of the Security Agent or the Note Trustee under the Security Agreements would, as a matter
of legal priority, defeat any claim by a subsequent chargee or assignee of the rent. There would, however, be no
claim against a Libra Tenant who had previously responded to notice of the wrongful assignment by paying rent
to a third party in ignorance of the Security Agreements. The position under Scots law is broadly analogous (i.e.
the right to receive payment of rent is deemed to be assigned to the heritable creditor under a standard security
upon enforcement).
The purchase of the Libra Loan and of the beneficial interests in the Related Security has been structured in
an attempt to address such risk to the rent payments by ensuring that payments of rent will continue to be made
to a Rent Account.
Special Purpose/Single Purpose Vehicle (“SPV”): SPV covenants are generally designed to limit the
purpose of the borrowing entity to owning the related property, making payments on the related loan and taking
such other actions as may be necessary to carry out the foregoing in order to reduce the risk that circumstances
unrelated to the loan and related property result in a borrower insolvency. SPVs are generally used in
commercial loan transactions to satisfy requirements of institutional lenders and recognised statistical rating
organisations. In order to minimise the possibility that an SPV will be the subject of insolvency proceedings,
provisions are generally contained in the SPV’s organisational documents and/or documentation relating to
mortgage loans that, among other things, limit the indebtedness that can be incurred by such entity and restrict
such entity from conducting business as an operating company (thus limiting exposure to outside creditors).
The Credit Agreement contains provisions that no Obligor may carry on any business other than the
ownership and management of its interests in any Property owned by it, or its interests in any Subsidiary owned
by it. In the case of Guarantor 15 and its subsidiaries (Guarantor 16, Guarantor 17, Guarantor 18 and Guarantor
22), each has undertaken additionally in the Credit Agreement that it has no further liabilities with respect to
their respective care home businesses arising prior to sale of the same in June 2002, that cannot be satisfied out
of the Approved Management Fee. In the case of Propco 10, the company may provide property management
services to the Property Owners; additionally Propco 10 is the only Obligor permitted to have employees, and it
is restricted to no more than six employees at any time. However, there can be no assurance that all or most of
the restrictions customarily imposed on SPVs by institutional lenders and recognised statistical ratings
organisations will be complied with by all the Obligors, and even if all or most of such restrictions have been
complied with by the Obligors, there can be no assurance that such compliance will prevent the Borrower or any
other Obligor from becoming insolvent.
Certain of the Obligors were incorporated or formed for the purposes of acquiring (or refinancing the
acquisition of) and holding the legal and beneficial interests in one or more related properties. The Issuer has
been informed by the Loan Arranger that each of the Borrower and the Obligors (other than Propco 10) has no
material or contingent liabilities (other than such as are fully subordinated pursuant to the Guarantee and
Subordination Deed) except for the related Libra Whole Loan.
As a result of the UK Pensions Act 2004, it is possible that the Obligors might be held statutorily
responsible by the UK Pensions Regulator for a financial support contribution to the UK pension scheme of an
affiliated company within the Borrower Group. The Issuer has been informed that no Obligor, other than
Propco 10, may have any liability with respect to the employees of Propco 10 and their entitlements or benefits.
Further, the Issuer has been informed that the pensions liabilities of Propco 10 are not “Defined Benefit
Schemes” (as that term is used in the Pensions Act 2004), and it is only in connection with such schemes that
such a contribution would usually arise.
As shown in the table below, certain Obligors were formed shortly prior to the origination of the Libra
Whole Loan whereas others were formed significantly prior to that.
43

Obligor Name
Date of Formation
Guarantor 17 19 January 1987
Propco 1 11 March 1993
Propco 12 19 September 1995
Propco 10 5 December 1996
Propco 11 5 December 1996
Propco 13 5 December 1996
Guarantor 22 27 January 1997
Propco 14 13 February 1997
Guarantor 16 2 July 1997
Guarantor 11 12 August 1997
Guarantor 21 4 September 1997
Guarantor 15 13 February 1998
Guarantor 13 9 September 1998
Propco 5 30 September 1998
Propco 6 9 October 1998
Guarantor 20 26 October 1998
Guarantor 14 25 May 1999
Guarantor 18 25 May 1999
Propco 8 25 May 1999
Propco 4 16 August 1999
Propco 7 26 August 1999
Guarantor 12 8 October 1999
Propco 9 8 October 1999
Propco 15 6 December 2002
Guarantor 6 25 November 2004
Guarantor 7 25 November 2004
Guarantor 8 25 November 2004
Guarantor 10 25 November 2004
Guarantor 9 5 January 2005
Guarantor 2 29 May 2005
Guarantor 19 6 July 2005
Guarantor 4 7 September 2005
Propco 3 7 September 2005
Propco 2 30 September 2005
Guarantor 1 13 October 2005
Guarantor 3 13 October 2005
Guarantor 5 13 October 2005
Structural Mezzanine Borrower 25 January 2006
Borrower 25 January 2006
Accordingly, although each such Obligor represented at origination of the Libra Whole Loan that it had no
existing material liabilities (other than indebtedness permitted under the Credit Agreement) and the Loan
Arranger reviewed the pro forma balance sheet of the Borrower and operator statistics provided by the Property
Owners, each such Obligor has been operating its respective Property for a substantial time prior to the
origination of the Libra Whole Loan and, therefore, may have a substantial operating history. The existence of
such prior operating history creates a higher risk for such Obligors that there may exist certain claims in
connection with such prior operations that have not yet been made against such Obligor. There can be no
assurance that such claims will not arise during the term of the Libra Loan and that, if they do arise, that the
related Obligor will have sufficient resources to meet any such unforeseen claims.
The insolvency of the Borrower, the Principal Tenant or any of their respective, direct or indirect
subsidiaries would result in a Loan Event of Default, giving rise to an acceleration of the Libra Whole Loan and
an enforcement of the Related Security. This could result in significant delays in the receipt by the Issuer of
payments under the Libra Loan which could adversely affect the ability of the Issuer to make all payments due
on the Notes.
Tenant Concentration: A deterioration in the financial condition of a tenant can be particularly significant if
property is leased to a single tenant or a small number of tenants. Properties leased to a single tenant or tenant
group, or a small number of tenants or tenant groups, are also more susceptible to interruptions in cash flow if a
tenant fails to renew any or all of its occupational leases. This is so because: (i) the financial effect of the
absence of rental income may be severe; (ii) more time may be required to re-lease the space; and (iii)
substantial capital costs may need to be incurred to make the space appropriate for replacement tenants. The
Properties in relation to the Libra Whole Loan contain the following example of tenant concentration:
44

Tenant Operator
Group (1)
Southern Cross
Healthcare Group PLC
Four Seasons Health
Care Limited
Care Management
Group Limited
Craegmoor Healthcare
Co. Limited
Tenant or
Parent
Company
Ratings (2)
Annualised
Base Rent
Percent of
Total
Annualised
Base Rent (3)
Cumulative
Percent of
Total
Annualised
Base Rent (3)
Number of
Registered
Beds (4)
Percent of
Total
Number of
Registered
Beds (3)
Weighted
Average
Remaining
Lease
Term
(years) (5)
NR/NR/NR £58,397,666 86.5% 86.5% 13,176 89.1% 21.1
NR/NR/NR £2,874,847 4.3% 90.7% 594 4.0% 13.8
NR/NR/NR £2,383,031 3.5% 94.3% 263 1.8% 20.2
NR/NR/NR £1,594,954 2.4% 96.6% 270 1.8% 14.4
Britannia Healthcare NR/NR/NR £1,275,559 1.9% 98.5% 306 2.1% 16.9
Limited (6)
Methodist Homes for NR/NR/NR £639,716 0.9% 99.5% 121 0.8% 26.8
the Aged
Hillcroft Nursing NR/NR/NR £365,272 0.5% 100.0% 66 0.4% 16.0
Homes Limited
Total / Weighted
Average
£67,531,045 100.0% 14,796 100.0% 20.5
(1) For the purpose of certain calculations in this document, tenants are allocated to operator groups as follows:
Southern Cross Healthcare Group PLC: Active Care Partnerships Ltd, APTA Healthcare (UK) Ltd, Exceler Ireland Limited, Modelfuture Ltd,
Southern Cross Care Centres Ltd, Southern Cross Care Homes No 2 Ltd, Southern Cross Care Homes No 3 Ltd, Southern Cross Cymru Ltd, Southern
Cross Healthcare Centres Ltd, Southern Cross Healthcare Services Ltd, Southern Cross Home Properties Ltd and Trinity Care Homes Limited, together
with three Properties which are staff accommodation Properties;
Four Seasons Health Care Limited: Cedarhurst Lodge Ltd, Edgewater Lodge Ltd, Laudcare Ltd, Lisnisky Limited (formerly Tamaris (Ulster) Limited),
Osbourne Ltd and Saintfield Ltd;
Craegmoor Healthcare Co. Limited: Speciality Care (EMI) Plc and Speciality Care (UK Lease Homes) Ltd.
(2) S&P / Moody’s / Fitch ratings based on senior unsecured debt (or local issuer credit, if senior unsecured debt is unavailable) rating of company or parent
(regardless of whether parent is an obligor under the lease).
(3) Percentages may not total 100% due to rounding.
(4) Based on the total number of rooms.
(5) To the earlier of first break date or lease expiry.
(6) A petition for the winding up of Britannia Healthcare Limited has been presented by HM Revenue & Customs at Court in Edinburgh but as at the date of
this document, there is no further information on the status of the petition and no order to wind up has been granted (or dismissed) by the Court. The
Managing Director of Britannia Healthcare Limited has made a certified statement, confirming that the relevant amount due (of £51,408.14) has been paid
in full in settlement thereof to HM Revenue & Customs. See “Risk Factors—Loan Related Risks—Risks Relating to Terms of the Occupational Leases”.
Risks Relating to the Hedging Transactions: The Borrower has entered into two Swap Transactions, in
relation to the Libra Whole Loan, pursuant to which the Borrower swaps an amount based on a fixed rate for an
amount based on three-month LIBOR: (a) for the period from the date of origination of the Libra Whole Loan
up to 15 January 2010 (the “Spot Swap”), and (b) for the period from 15 January 2010 up to 15 January 2017
(the “Forward Swap” and together with the Spot Swap, the “Swap Transactions”). The notional balance of
each Swap Transaction will be equal to the principal balance of the Libra Whole Loan.
The obligations of the Borrower to pay amounts to the Swap Provider under the Swap Transactions rank
senior to the obligations of the Borrower to make payments of interest and principal under the Credit Agreement
with respect to the Libra Whole Loan. However, all payments received by the Borrower that are due to the
Swap Provider will be deposited into the Tranching Account pursuant to the Senior Intercreditor Deed. The
terms of the Senior Intercreditor Deed provide that any payments due to the Swap Provider (including any
obligations to pay Swap Termination Payments, but excluding any Swap Subordinated Amounts) will be paid
prior to any amounts being paid on account of the Libra Loan. Such amounts due to the Swap Provider that are
paid senior to the Libra Loan are to be paid into the Collection Account. From the Collection Account, all
amounts on the Spot Swap will be paid senior to any amounts paid on the Notes. However, any amounts due on
the Forward Swap will only be paid after payments of principal and interest on the Class A Notes and Class X
Notes (as to interest only) (the “Forward Swap Subordinate Amounts”) and prior to amounts on the Class B
Notes.
The Libra Whole Loan has no scheduled amortisation, and therefore the notional amount under the Swap
Transactions has been set accordingly. There can be no assurance that the notional amount of the Swap
Transaction will not become greater than the principal amount of the Libra Whole Loan in which case a
termination payment may be due from the Borrower to the Swap Provider, which payment (other than with
respect to the Forward Swap Subordinate Amounts) will rank senior to the Notes or, with respect to the Forward
Swap Subordinate Amounts, will rank subordinate to the Class A Notes and Class X Notes but senior to all
other Notes (other than the Class V Notes). Whilst the notional amount under the Swap Transaction is not
45

scheduled to amortise over its term, if the Libra Whole Loan is prepaid or repaid in whole or in part, the terms
of the Swap Transactions provide that there may be a partial termination of the Swap Transaction to cause the
notional balance thereof to be reduced by the amount of such prepayment or repayment (allocated on a pro rata
basis). See “The Libra Loan and Properties”.
Therefore, in the event the notional amount of the then current Swap Transaction is greater than the
principal amount of the Libra Whole Loan, the Borrower may incur costs in terminating that portion of the
swap. As a result, amounts available for payments on the Libra Loan may be reduced.
There are certain circumstances in which the Swap Transactions may be terminated, such as a downgrade in
the rating of the Swap Provider. For a detailed discussion of these termination events, see “Description of the
Swap Transactions” herein.
Noteholders may suffer a loss if a Swap Transaction terminates and the Borrower, as a result of such
termination, does not receive sufficient funds to make all payments then due on the Libra Whole Loan or the
Borrower does not have sufficient cash flow from the Properties to pay interest on the Libra Whole Loan.
In addition, if a Swap Transaction (or part thereof) terminates early, depending on the changes in LIBOR,
then the Borrower may be obliged to make a Swap Termination Payment to the Swap Provider, which could
reduce amounts available to the Borrower to pay the Libra Loan.
The Issuer will, on or before the Closing Date, enter into the Basis Swap Transaction in connection with the
Libra Loan to hedge the risk existing by virtue of the difference between the rate of interest payable by the
Borrower under the Libra Loan and the rate of interest payable in respect of the Notes. Pursuant to the Basis
Swap Transaction, the Issuer will receive on a quarterly basis, a floating rate of interest based on LIBOR
calculated as at the reset date used in respect of payments due under the Notes in exchange for a floating rate of
interest based on LIBOR calculated on the reset date used in respect of payments under the Libra Loan. The
obligations of the Issuer to the Swap Provider under the Basis Swap Transaction (including any obligations to
pay Swap Termination Payments) rank in priority to the obligations of the Issuer under the Notes.
If the Libra Loan is prepaid in an amount that would cause the notional balance of the related Basis Swap
Transaction to be more than 5 per cent. in excess of the principal balance of the Libra Loan, the terms of the
Basis Swap Agreement provide that there will be a partial termination of such Basis Swap Transaction to cause
the notional balance thereof to equal the outstanding principal balance of the Libra Loan. Therefore, in the
event the notional amount of the Basis Swap Transaction is greater than the principal amount of the Libra Loan,
the Issuer will be required to pay interest accrued on such excess notional amount at the rate set out in the Basis
Swap Agreement (without corresponding Libra Loan interest collections).
In the event the notional amount of the Basis Swap Transaction is less than the principal amount of the
Libra Loan and the Issuer does not enter into hedging arrangements with respect to such excess, the Issuer will
be exposed to interest rate risk. As a result, amounts available for distribution on the Notes may be reduced.
Noteholders may suffer a loss if the Basis Swap Transaction terminates and the Issuer as a result of such
termination, does not receive sufficient funds to make all payments then due on the Notes. Unless a
replacement swap is entered into following such default, the Issuer may have insufficient funds to make
payments under the Notes.
There can be no assurance that upon a termination of the Basis Swap Transaction, the Issuer will have
sufficient funds available to make a Swap Termination Payment, nor can there be any assurance that the Issuer
will be able to enter into a replacement hedging transaction, or if one is entered into, that the credit rating of the
replacement swap provider will be sufficiently high to prevent a downgrade of the then current ratings of the
Notes by the Rating Agencies.
For a more detailed description of the Swap Agreement, the Basis Swap Agreement, the Swap Transactions
and the Basis Swap Transaction, see “The Libra Loan and Properties” and “Description of the Swap
Transactions” below.
Mortgagee in Possession Liability: A Security Agent or the Note Trustee (if the Note Trustee has taken
enforcement action against the Issuer) may be deemed to be a mortgagee or heritable creditor in possession if
the Security Agent or the Note Trustee physically enters into possession of a Property or performs an act of
control or influence which may amount to possession, such as submitting a demand direct to the Libra Tenants
requiring them to pay rents to the relevant Security Agent or the Note Trustee. The enforcement procedures
46

contained in the Security Agreements contemplate that, following a default, notice would be served on the
Tenants of a Property requiring all further rents to be paid directly to the Issuer. This could result in the relevant
Security Agent (or the Note Trustee if it has taken enforcement action against the Issuer) becoming a mortgagee
or heritable creditor in possession.
A mortgagee or heritable creditor in possession has an obligation to account for the income obtained from
the relevant Property and in the case of tenanted property will be liable to a Tenant for any mismanagement of
the relevant Property. A mortgagee or heritable creditor in possession may also incur liabilities to third parties
in nuisance and negligence and, under certain statutes (including environmental legislation), can incur the
liabilities of a property owner.
In a case where it is necessary to initiate enforcement procedures against the Borrower, the Special Servicer
is likely to appoint a receiver to collect the Rental Income on behalf of the Issuer in respect of Properties located
in England and Wales, which should have the effect of reducing the risk that either the Issuer or the Note
Trustee is deemed to be a mortgagee or heritable creditor in possession. If the Special Servicer does not choose
to enforce (or cannot enforce due to applicable law, as is the case in Scotland) via a receiver, the Note Trustee
has the absolute discretion, at any time, to serve a written notice on the Special Servicer requiring the Special
Servicer to obtain the Note Trustee’s prior written consent before taking any action which would be likely to
lead to the Security Agent or the Note Trustee becoming a mortgagee or heritable creditor in possession in
respect of a Property.
Risks Relating to Security Trusts: The Related Security for the Libra Loan is held on trust for, among
others, the lenders, by Credit Suisse, London Branch. There is a risk that, in any insolvency proceedings
undertaken in relation to Credit Suisse, London Branch which are conducted in a jurisdiction other than England
and Wales, Scotland or Northern Ireland, the courts of the relevant jurisdiction may not recognise the security
trusts and may consider the assets which are subject to the security trusts as forming part of Credit Suisse,
London Branch’s estate. On the Closing Date, the Issuer will receive a legal opinion in relation to, among other
matters, the efficacy of the security trusts as a matter of Swiss law.
Enforcement; Receivers under English Law: A receiver (an “LPA Receiver”) appointed to enforce a fixed
charge over real property granted by a company or an individual is usually appointed under the provisions of the
Law of Property Act 1925 (“LPA”) and derives his powers from both the LPA and the charge instrument. An
LPA Receiver’s powers are limited under statute to the powers to demand, recover and receive the income of
property over which they have been appointed as receiver, but such powers are usually extended by the charge
instrument and typically include the express power to take possession of the charged assets. Alternatively
receivers may be appointed in respect of other fixed charge assets, their rights and powers deriving from the
charge instrument.
Where a receiver is appointed over the whole or substantially the whole of a company’s property by a
secured lender under a charge which, as created, is a floating charge, or under such a charge and one or more
other securities, the receiver is known as an “administrative receiver”, and has extensive powers, including the
power to take possession of all charged assets and run the business of the company. As a result of the
amendments to the Insolvency Act made pursuant to the Enterprise Act (see “—Enterprise Act 2002”, below),
subject to limited exceptions, holders of floating charges created after 15 September 2003 are not able to appoint
administrative receivers, and instead must enforce their security rights through an administration of the chargor.
One of the exceptions contained in the amended Insolvency Act allows the continued appointment of an
administrative receiver in relation to certain transactions in the capital markets. The relevant exception provides
that the appointment of an administrative receiver is not prohibited if it is made in pursuance of an agreement
which is or forms part of a capital markets arrangement (as defined in the Insolvency Act) under which a party
incurs or, when such agreement was entered into was expected to incur, a debt of at least £50 million under the
arrangement and the arrangement involves the issue of a capital market investment (also defined, but generally a
rated, listed or traded debt instrument). It is expected that the Libra Whole Loan and the security that the Issuer
will grant to the Note Trustee will each fall within the capital markets exception. However, it should be noted
that there have been no decisions made by the UK courts on the interpretation of the relevant provisions of the
Insolvency Act, and further, that the relevant Secretary of State may, by secondary legislation, modify the
capital market exception and/or provide that the exception shall cease to have effect. No assurance can be given
that any such later interpretation of or modification or provision in respect of the capital market exception, or its
ceasing to be applicable to the transactions described in this Prospectus, will not be detrimental to the interests
of the Noteholders.
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In addition, the law in England and Wales is unclear as to whether an administrative receiver may be
appointed to a company that is incorporated overseas. As regards security granted by the Issuer incorporated
overseas, while such an appointment ought to be possible, no assurance can be given that the English courts
would uphold the appointment of an administrative receiver thereto if the appointment were challenged.
The Insolvency Act also contains an out-of-court route into administration for a qualifying floating
chargeholder, the directors or the relevant company itself. If the appointment is to be made by a qualifying
floating chargeholder, it must give at least two business days’ written notice of its intention to appoint to any
prior qualifying floating chargeholder, or obtain its written consent. If notice is given, a copy of that notice
must be filed at court. Upon such filing, an interim moratorium on enforcement of the relevant security will
take effect. That moratorium lasts for five business days beginning with the date of filing, or until an
administrator is appointed (whichever is earlier). If the appointment is to be made by the company or its
directors, they must give at least five business days’ written notice of their intention to appoint to any person
who is or may be entitled to appoint an administrative receiver and to any person who is or may be the holder of
any qualifying floating charge entitled to appoint an administrator out-of-court. A copy of that notice must be
filed at court. Upon such filing, an interim moratorium on enforcement of the relevant security will take effect.
That moratorium lasts for ten business days beginning with the date of filing of the notice, or until an
administrator is appointed (whichever is earlier). During the notice period, the holder of a qualifying floating
charge can appoint its own insolvency practitioner, rather than the company’s or directors’ chosen insolvency
practitioner, as administrator. If a person entitled to receive a notice of intention to appoint does not respond to
the notice of intention to appoint, the appointer’s chosen administrator will take office after the notice period has
elapsed and upon a notice of intention to appoint being filed at court. Where the holder of a qualifying floating
charge within the context of a capital market transaction retains the power to appoint an administrative receiver,
such holder may prevent the appointment of an administrator (either by the new out-of-court route or by the
court based procedure) by appointing an administrative receiver prior to the appointment of the administrator
being completed. These provisions of the Insolvency Act give primary emphasis in relation to administration to
the rescue of a company as a going concern and achieving a better result for the creditors as a whole. No
assurance can be given that the primary purpose of the new provisions will not conflict with the interests of
Noteholders were the Issuer ever subject to administration. Administrative receivers often require an indemnity
to meet their costs and expenses as a condition of their appointment. Such an indemnity would rank ahead of
payments on the lending. However, where the lender believes that a chargor is diligently taking all appropriate
steps to make good any breach under a loan or charge instrument, and the security granted in respect of lending
is not prejudiced, or where the lender does not believe it would be in the interests of the Noteholders to do so,
the lender may decline or defer appointment of any receiver.
In cases where a property is lawfully occupied by third parties pursuant to leasehold interests granted by the
related owner of the property, the receiver’s right to possession would be exercised by directing the tenants to
pay rent to the lender.
Receivers may choose to sell the property the subject of the security interest. Alternatively the receiver
may choose to manage and operate the asset itself for a period of time. Receivers may have powers to borrow
funds to operate the property (which are treated as an expense of the receivership and so rank ahead of the
secured debt) or re-let or redevelop the property.
In the event that a receiver were to be appointed in relation to a Borrower and/or its respective assets, there
may be delays in timely receipt of payments by the Issuer, or deductions from amounts due to the Issuer in
respect of indemnities to or borrowings by a receiver, each of which in turn, may have an adverse impact on the
funds available in respect of the Notes.
Enforcement – Scotland: Whereas in England and Wales it is possible to appoint a receiver to enforce a
fixed charge over real property which has been granted by a company (usually under the LPA) who derives
power from both the LPA and the charge instrument, it is not possible to appoint an LPA Receiver in relation to
Properties situated in Scotland (a “Scottish Property”). Instead, the Security Agent as heritable creditor must
enforce in its own name in accordance with the Conveyancing and Feudal Reform (Scotland) Act 1970 as
amended (the “1970 Act”). The 1970 Act dictates the remedies available to the Security Agent on enforcement.
At any time after the Libra Whole Loan or its Related Security have become enforceable, the Security Agent has
three possible routes to initiate enforcement in relation to Scottish Properties:
(a) serving a calling up notice (in the format prescribed by the 1970 Act) requiring payment of the amounts
due; the relevant Obligor has two months to pay the amounts due (although the two month period can
be shortened by agreement);
48

(b) serving a notice of default (in the format prescribed by the 1970 Act) to demand repayment of the
amounts due, or to require a non-monetary breach to be remedied; the relevant Obligor has a month to
comply with such notice of default although (1) the notice of default can be appealed by the relevant
Obligor and (2) the one month period can be shortened by agreement; or
(c) applying for a Court decree under Section 24 of the 1970 Act.
In the event that default is established by one of the foregoing methods, the Security Agent may proceed to
sell the relevant Scottish Property and, in terms of the 1970 Act, must take all reasonable steps to ensure that the
price at which the relevant Scottish Property is sold is the best that can be reasonably obtained.
In addition, the Security Agent may enter into possession of the relevant Scottish Property, although a court
decree may be required to exercise all rights of the owner of the relevant property. If the creditor under a
standard security enters or is deemed to have entered into possession, certain liabilities can be inherited by that
creditor (for example, environmental liabilities, liability to implement a statutory notice or pay rates). There is
no statutory definition of “entering into possession” but it will not be constituted by the service of a calling up
notice or a notice of default or obtaining a court decree under Section 24 of the 1970 Act alone. It is thought
that the creditor (i.e. the Security Agent) must exercise some degree of management of the secured property,
although precisely how much is unclear.
The provisions of the Enterprise Act and Insolvency Act referred to in “—Enforcement; Receivers under
English Law” above apply equally in Scotland and the powers of any administrative receiver appointed in
relation to the assets of the Issuer as described therein will extend over any such assets situated in Scotland or
otherwise governed by Scots law.
Enforcement – Northern Ireland: A receiver appointed under the relevant Northern Ireland Legislation
(Conveyancing & Law of Property Act 1881) would have powers broadly similar to those of an English LPA
receiver. Similarly, the Enterprise Act 2002 applies in Northern Ireland. See “—Enforcement; Receivers Under
English Law” above.
Geographic Concentration; The Economy of the United Kingdom: All of the Properties are located in the
United Kingdom. Repayments under the Libra Loan and the market value of the Properties could be adversely
affected by conditions in the property markets where the Properties are located, acts of nature, including floods
(which may result in uninsured losses), and other factors which are beyond the control of the Borrower. In
addition, the performance of the Properties will be dependent upon the strength of the economies of the specific
areas in which the Properties are located.
Property Condition Assessment: The Engineering Report consisted of full inspections of a sample of 50
Properties representing 31.2 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount which were conducted by appropriately qualified engineers or
chartered surveyors to assess, inter alia, the structure, exterior walls, roofing, interior construction, mechanical
and electrical systems and general conditions of the site and buildings. In each instance, the Loan Arranger
determined that such items were being or would be addressed by the Borrower Group in a satisfactory manner
(see “The Libra Loan and Properties”). The Engineering Report states that certain of the Properties may require
capital or maintenance expenditure. Such recommended repairs were for items of general maintenance, such as
repairs and maintenance to the roofs and passenger lifts. The Loan Arranger believed that the cash flow on the
Properties would be sufficient to pay for such recommended maintenance and repairs which were the landlords’
responsibilities. All other costs which were not the responsibility of the relevant tenant in accordance with its
lease and which were recommended in the Engineering Report were provisioned for by means of an upfront
reserve in the Capital Expenditure Reserve Account of approximately £216,000.
The Engineering Report carried out with regard to the Properties was based on condition overview reports
relating to inspections of 50 sample properties. There can be no assurance that all property conditions and risks
have been completely or accurately identified in the condition overview reports or that there are no property
conditions or risks with respect to those Properties for which no inspection was carried out and so there may be
other property conditions and risks of which the Loan Arranger is unaware. Each of these matters could
adversely affect the value of the affected Property and its ability to attract tenants. There is no assurance that
any required capital or maintenance expenditure in relation to recommended maintenance and repairs that has
been identified will be carried out in relation to any Property.
49

With respect to certain of the condition overview reports, the recommended aggregate provision in respect
of long-term and short-term repairs and maintenance did not exceed £500,000. In general, the Engineering
Report estimated a total maintenance cost for the Properties in the sample, at the expense of the relevant tenant,
of £2,733,000 over a period of up to seven years.
Risks Relating to Tenants and Leases: The borrower under a mortgage loan secured by income-producing
property generally relies on periodic rental payments to service the mortgage loan and any other debt or
obligations it may have outstanding. There can be no guarantee that tenants will renew leases upon expiration
or, in the case of a commercial tenant, that it will remain solvent and able to perform its obligations throughout
the term of its lease. The insolvency of the Principal Tenant is a Loan Event of Default.
There is a particular risk of non-renewal of leases in respect of properties which are leased but not occupied.
Income from, and the market value of, the Properties would be adversely affected if space in the Properties
could not be leased or re-let, if tenants were unable to meet their lease obligations, if a major tenant (or a
number of smaller tenants) were to become insolvent, or if for any other reason rental payments could not be
collected. Any tenant may, from time to time, experience a downturn in its business, which may weaken its
financial condition and result in a reduction or failure to make rental payments when due. If a tenant,
particularly a major tenant, defaults in its obligations under its lease, the Borrower may experience delays in
enforcing its rights as lessor and may incur substantial costs and experience significant delays associated with
protecting its investments, including costs incurred in renovating and reletting the relevant Property.
Net operating income from a commercial property may be reduced and the Borrower’s ability to repay a
loan impaired, as a result of, among other things, an increase in vacancy rates for the property, a decline in
market rental rates as leases are renewed or entered into with new tenants, an increase in operating expenses of
the property and/or an increase in capital expenditures needed to maintain the property.
Risks Relating to the Dependence on Affiliates or Subsidiaries of Southern Cross Healthcare Group PLC:
242 Properties, representing 86.7 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon
the aggregate Cut-Off Date Allocated Loan Amount are occupied under occupational leases granted to members
of the Southern Cross Healthcare Group PLC group of companies (collectively, the “Principal Tenant”).
As stated in Southern Cross Healthcare Group PLC’s Annual Report and Accounts for 2006, its brand,
Southern Cross Healthcare, is the largest provider of care homes for the elderly in the UK. In addition, it is a
major provider of specialist services for people with physical or learning disabilities. In July 2006, the shares of
Southern Cross Healthcare Group PLC were listed on the London Stock Exchange.
The Principal Tenant’s business outcome is subject to risks and uncertainties, including:
• a significant portion of its operating costs are wages of staff on national minimum wage as established
by The National Minimum Wage Regulations 1999, as amended (the “National Minimum Wage”)
and any increase in National Minimum Wage would significantly increase pay roll costs;
• the provision of care services in the United Kingdom is a regulated industry, and legislation may
require spending on, inter alia, the Properties or any other facilities operated by the Principal Tenant or
in some cases their closure;
• the largest source of income is from local authorities whose source of funds is tax payers; a reducing
pool of tax payers, and incentives to assist the elderly to live at home may result in a decline in income;
• should the Principal Tenant be required to close (including due to a lack of demand, or obsolescence) a
significant number of its facilities, then ones which are purpose-built may not quickly find alternative
uses and will require (under applicable UK planning law) change of use, and also a licence from the
relevant landlord to change use, receipt of which cannot be assured;
• as a significant number of its facilities are primarily occupied by elderly residents who may be more
susceptible to contracting contagious diseases, such as Legionella, such facilities in certain cases may
require expenditure and/or closure;
50

• in connection with its acquisitions and refinancing, the financing costs of Southern Cross Healthcare
Group PLC have increased, thus potentially rendering it more vulnerable to any increases in borrowing
which are not hedged.
No assurance can be given that the Principal Tenant will continue making payments under the Occupational
Leases granted to it or that the Principal Tenant will not become insolvent in the future. The large number of
Properties leased to the Principal Tenant means that the Issuer does not have the benefit of tenant credit risk
diversification, and is substantially reliant upon the creditworthiness of the Principal Tenant. No assurance can
be given as to the creditworthiness of the Principal Tenant, and Noteholders, particularly investors in the
subordinate Classes of Notes, should make their own assessment of such matters. Additionally, there can be no
assurance that the ratings on the Notes will not be adversely affected as a result of a decline in the financial
condition of the Principal Tenant. The shares of the Principal Tenant have been listed on the London Stock
Exchange since July 2006 and its annual report and accounts and other financial information is publicly
available on www.investors.schealthcare.co.uk (which website does not form part of this Offering Circular).
Overriding Leases: “Overriding Leases” have been granted (for a term of 99 years from 19 January 1999)
by the relevant freeholder or long leasehold owner in the Borrower Group (the “Superior Landlord”) to each of
Propco 6, Propco 7, Propco 8 and Propco 9 (each an “Overriding Tenant”) each of which paid a capital sum of
money to the Superior Landlord for the Overriding Lease. The Overriding Tenant pays a nominal annual rent of
a peppercorn or £1 per annum to the Superior Landlord. The effect of each Overriding Lease was to interpose
the Overriding Tenant’s interest between that of the Superior Landlord and the holders of the relevant
Occupational Lease granted in respect of a Property, so that rental income paid under the Occupational Lease
would be paid to the Overriding Tenant. Should the Superior Landlord wish to dispose of its interest in a
Property which is the subject of an Overriding Lease, the consent of the related Overriding Tenant is required.
Overriding Leases were granted to: (i) Propco 6 in respect of 93 Properties located in England and Wales and
nine Properties located in Scotland, representing respectively, 32.6 per cent. and 4.0 per cent. of the Cut-Off
Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; (ii)
Propco 7 in respect of 62 Properties located in England and Wales and 21 Properties located in Scotland,
representing respectively, 16.6 per cent. and 9.3 per cent. of the Cut-Off Date Securitised Loan Principal
Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; (iii) Propco 9 in respect of 30
Properties located in England and Wales and five Properties located in Scotland, representing respectively, 7.0
per cent. and 1.9 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate
Cut-Off Date Allocated Loan Amount; (iv) Propco 8 in respect of 19 Properties located in England and one
Property located in Scotland, representing respectively, 7.7 per cent. and 0.4 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; and (v)
Propco 14 in respect of one Property located in Northern Ireland, representing 0.2 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount. Net Rental
Income is paid by the tenant of each Occupational Lease to the related Overriding Tenant rather than the
Superior Landlord; the Overriding Tenant is a member of the Borrower Group.
Risks Relating to Long Leaseholds: The Libra Whole Loan is secured in part by seven long leasehold
Properties, and two part leasehold and part freehold Properties, located in England, Scotland and Northern
Ireland representing respectively, 2.6 per cent. and 0.9 per cent. of the Cut-Off Date Securitised Loan Principal
Balance based upon the aggregate Cut-Off Date Allocated Loan Amount. The seven long leasehold and two
part leasehold and part freehold interests have been granted by freeholders which are outside the Borrower
Group. Accordingly, all other leasehold interests (such as the Overriding Leases) of any member of the
Borrower Group have been granted by a freeholder which is an Affiliate. A long leasehold property represents
an interest by leasehold, rather than freehold, whereby the Property Owner holds its interest by way of a
headlease. The forfeiture (or, in Scotland, irritancy) provisions of the related leases may provide that the
Property Owner may forfeit or irritate upon events such as the non-payment of rent or other breach of covenant.
Since the landlord has a superior interest in the related Property to that of the lender, such a forfeiture or
irritancy will cause the lender, as mortgagee or heritable creditor, to lose its security in the Property.
If, in relation to Properties in England, the landlord exercises its right of forfeiture under a long lease, the
Servicer or the Special Servicer will, on behalf of the Security Agent, be able to apply for relief against such
forfeiture if the Security Agent holds a legal mortgage over the Property. However, if it obtains such relief, the
new lease would be granted, on the same terms as the forfeited lease, in favour of a company formed specially
for such purpose established by the Security Agent so as to avoid the Security Agent becoming directly
responsible for such lease. In relation to Properties in Scotland, the Security Agent (or the Servicer or Special
Servicer on its behalf) will have no equivalent rights of relief in relation to the one Scots leasehold Property.
The related lease however contains contractual provisions conferring on the Security Agent, as holder of a
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standard security over the relevant Property, a reasonable period within which to remedy the breach, during
which the operation of the irritancy will be suspended.
Under the Servicing Agreement, the Servicer will be required to keep records as to the payment of rents
under any such long leasehold. If the related tenant fails to pay such rent, the Servicer or Special Servicer, as
applicable, will have the ability to pay such rent on the behalf of such tenant and to be reimbursed by the Issuer
accordingly.
Terms of the Occupational Leases: The Occupational Leases can terminate earlier than anticipated if the
relevant tenant surrenders its lease (which may only be done with the consent of the relevant landlord) or
defaults in the performance of its obligations. As such, the relevant Property Owner will have to either seek to
renew such tenancies or find new occupational tenants for the vacated premises.
The Occupational Leases in relation to 49 Properties situated in England and Wales, 15 Properties situated
in Scotland and four Properties situated in Northern Ireland, collectively representing 25.6 per cent. of the Cut-
Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount
contain options granted by the relevant Obligor freeholder or long leaseholder to the Principal Tenant to
purchase the relevant Obligor’s interest in the Property. The options are exercisable if the relevant Obligor
freeholder or long leaseholder is required by law to charge VAT on the rent payable by the Principal Tenant and
the Principal Tenant is unable to recover such VAT. If so, the Principal Tenant may purchase the interest of the
relevant Obligor freeholder or long leaseholder in accordance with an agreed formula (being either the open
market value of the Property or a multiplier of 16x the annual rent payable by the Principal Tenant, whichever is
the higher).
If the options are exercised prior to the Maturity Date, then the relevant Obligor freeholder or long
leaseholder would be required to make prepayments of the Libra Whole Loan in accordance with the Credit
Agreement of 115 per cent. of the Allocated Loan Amount for the relevant Property (or, 110 per cent. of
Allocated Loan Amount, if the value of the Properties disposed of, when aggregated with the value of all
Properties which have been disposed of, does not exceed 15 per cent. of the value of all the Properties on 15
January 2007) (“Disposal ALA”). However, if on a disposal of a Property, the Disposal ALA which is to be
prepaid as calculated under the Credit Agreement and the PIK Facility Loan is less than 90 per cent. of the net
proceeds from that disposal, the Borrower is required to pay an amount equal to the difference between (i) the
Disposal ALA and amounts due under the PIK Facility Loan, and (ii) the net proceeds from such disposal,
which will be applied in prepayment on a pro rata basis of the Libra Whole Loan and the PIK Facility Loan.
See “The Libra Loan and Properties—Certain Terms of the Libra Whole Loan—Disposals of Properties”.
There can be no assurance that prior to the Maturity Date there will be no change to United Kingdom tax
law such that the relevant Obligor freeholder or long leaseholder becomes required to charge VAT on such rent,
nor that were VAT to become chargeable that the Principal Tenant would be able to recover such amounts of
VAT, and would therefore not exercise its option. Further, there can be no assurance that amounts received by
the relevant Obligor freeholder or long leaseholder would be sufficient to meet the prepayment obligations
under the Credit Agreement.
In relation to 241 Properties in England and Wales, representing 78.1 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount and four
Properties in Northern Ireland, representing 1.0 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount, an agreement is in place such that at the end of
the relevant current term, the relevant Occupational Lease will be extended to expire on 29 May 2041. In
relation to all 42 Properties in Scotland, representing 17.9 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, a variation of each
Occupational Lease has been entered into pursuant to which both the relevant landlord and the relevant Tenant
may by written notice require the other party to enter into a replacement occupational lease terminating on 29
May 2041 and otherwise on the same terms (other than rent) as the current Occupational Lease. The
aforementioned Properties comprise all of the 239 Properties which are occupied pursuant to Occupational
Leases entered into with the Principal Tenant, representing 86.7 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Allocated Loan Amount. Of the 55 remaining Properties
occupied pursuant to Occupational Leases with other Tenants, 48 Occupational Leases also expire on 29 May
2041, representing 10.4 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Allocated Loan Amount, and seven Properties have Occupational Leases expiring between
2020 and 2022, representing 2.9 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon
the aggregate Cut-Off Allocated Loan Amount.
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Under the terms of the Credit Agreement, no new lease may be entered into and no existing lease may be
amended, surrendered, sub-leased or assigned and no rent review may be agreed in relation to any lease without
the consent of the Lender under the Credit Agreement. However, certain such things may be done in particular
circumstances without the consent of the Lender.
However, there can be no assurance that leases on terms (including rent payable and covenants of the
landlord) equivalent to those applicable to the leases in place on the Closing Date will be obtainable in the
market at such time, that market practice will not have changed or that the circumstances of prospective tenants
will not make some or all of such provisions inappropriate. The discretions given to the Borrower under the
Credit Agreement as to the matters described above may result in a diminution in the quality of the tenants of
the Properties or the terms of their occupational leases over the life of the Notes.
No assurance can be given that Tenants in the Properties will continue making payments under their leases
or that any such Tenants will not become insolvent or subject to administration in the future or, if any such
tenants become subject to administration, that they will continue to make rental payments in a timely manner.
In addition, a Tenant may, from time to time, experience a downturn in its business, which may weaken its
financial condition and result in a failure to make rental payments when due. If a Tenant defaults in its
obligations under its Occupational Lease, the relevant Property Owner may experience delays in enforcing its
rights as lessor and may incur costs and experience delays associated with protecting its investment, including
costs incurred in renovating and re-letting the relevant Property. In addition, if a Tenant is a subsidiary of a
rated parent company, absent a guarantee or other profit and loss absorption agreement, the parent company will
not be responsible for its subsidiary’s obligations under the related Occupational Lease.
A petition was presented to the Court of Session in Edinburgh by HM Revenue & Customs on 14 March
2007 for the winding up of Britannia Healthcare Limited (“Britannia Healthcare”). The same petition also
included an application for a liquidator to be appointed in respect of Britannia Healthcare. Britannia Healthcare
guarantees the leases of its affiliate (Britannia Leased Homes Limited (“BLHL”)) which operates six freehold
Properties located in England, representing 1.8 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount, and representing in aggregate 1.9 per cent. of
Annualised Base Rent. At the date of this document, there is no further information on the status of the petition,
other than that it has been presented, and no order to wind up has been granted (or dismissed) by the Court. On
17 May 2007, the Loan Arranger received a certified statement from the Managing Director of Britannia
Healthcare, confirming that on 10 May 2007 the amount due to HM Revenue & Customs (of £51,408.14) was
paid to HM Revenue & Customs in full in settlement of all amounts due and payable by Britannia Healthcare to
HM Revenue & Customs.
Should, notwithstanding the above, a winding up order be made in respect of Britannia Healthcare, the
relevant occupational leases may be forfeited by the relevant Occupational Tenant (BLHL, for whom Britannia
Healthcare is surety). If the Court were to order that Britannia Healthcare is wound up and a liquidator
appointed, then the relevant landlord (which is a member of the Borrower Group) may commence forfeiture
proceedings against the relevant tenant, BLHL. If the landlord regains possession of the property it may re-let
the Properties to another tenant.
Any of these factors may result in a decline in the income produced by the Properties or the incurrence by
the Property Owners of unforeseen liabilities, which may in turn adversely affect the ability of the Borrower to
meet their obligations in respect of the Libra Loan and hence the ability of the Issuer to make payments on the
Notes.
Frustration of Tenancies: A tenancy could, in exceptional circumstances, be frustrated under English law,
Scots law or Northern Irish law, whereupon the parties need not perform any obligation arising under the
relevant agreement after the frustration has taken place. Under English or Northern Irish law, frustration may
occur where superseding events radically alter the continuance of the arrangement under the agreement for a
party thereto, so that it would be inequitable for such an agreement or agreements to continue. Under the
equivalent Scots law principle of rei interitus, a tenancy will (subject to express agreement to the contrary)
terminate if the leased property is destroyed to the extent that it is no longer tenantable or if an event occurs
which otherwise precludes performance of the parties’ rights and obligations under the relevant tenancy
agreement. If a tenancy granted in respect of a property is frustrated this could operate to have an adverse effect
on the income derived from, or able to be generated by, a particular property, which could cause the owner of
such property to default on the Libra Loan. Therefore, there can be no assurance that any lease will not
terminate earlier than its term as a result of frustration.
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Rights of Tenants: The Obligors are under an obligation, among other things, to allow each tenant quiet
enjoyment of the premises which are leased to it and to perform certain specified obligations. Where an Obligor
is in default of its obligations under a tenancy under the general law, a right of set-off could be exercised against
that Obligor by a tenant of the relevant Property in respect of its rental obligations.
Statutory Rights of Tenants: In certain limited circumstances, in particular relating to the renewals of
tenancies, a tenant of a Property may have legal rights to require the Obligors to grant it a lease, for example
pursuant to the Landlord and Tenant Act 1954. This Act applies in England and Wales only, and in Scotland the
only similar statutory rights are restricted to retail premises, in relation to which the Tenancy of Shops
(Scotland) Act 1949 entitles a tenant, whose tenancy has been terminated by notice, to apply to the court for an
extension to its lease of up to one year (and, if granted, for further renewals thereafter). In Northern Ireland, any
tenant occupying premises under a business tenancy has a statutory right to call for a new lease at the end of its
tenancy under the Business Tenancies (Northern Ireland) Order 1996. This can only be opposed by the landlord
in certain specified circumstances and, unlike in England and Wales, cannot be excluded by agreement between
the parties. Should such a right arise, the relevant Obligor may not have the normal freedom to negotiate the
terms of the new lease with the tenant, such terms being imposed by the court or being the same as those under
the previous tenancy of the relevant premises.
Appointment of Substitute Servicer or Substitute Special Servicer: The termination of the appointment of
the Servicer or the Special Servicer under the Servicing Agreement will only be effective once a substitute
servicer or substitute special servicer, as the case may be, has effectively been appointed (see “Servicing”
below). There is no guarantee that a suitable substitute servicer or substitute special servicer could be found
who would be willing to service the Libra Whole Loan or the Libra Loan and the Related Security at a
commercially reasonable fee, or at all, on the terms of the Servicing Agreement (even though such agreement
provides for the fees payable to a substitute servicer or substitute special servicer to be consistent with those
payable generally at that time for the provision of the relevant commercial mortgage administration services).
The fees and expenses of a substitute servicer or substitute special servicer performing services in this way
would be payable in priority to payment of interest under the Notes. In any event, the ability of such substitute
servicer or substitute special servicer to perform such services fully would depend on the information and
records then available to it.
Environmental Risks: Existing environmental legislation imposes liability for clean-up costs on the owner
or occupier of land if the person who caused or knowingly permitted the pollution cannot be found. The term
“owner” would include anyone with a proprietary interest in a property. Even if more than one person may have
been responsible for the contamination, each person covered by the relevant environmental laws may be held
responsible for all the clean up costs incurred.
If any environmental liability were to exist in respect of any Property, none of the Security Agent, the Note
Trustee or the Issuer should incur responsibility for such liability prior to enforcement of the Libra Loan and any
Related Security, unless it could be established that the Security Agent or the Note Trustee (or the Servicer or
the Special Servicer on behalf of the Security Agent and/or the Note Trustee) had entered into possession of the
affected Property or could be said to be in control of the Property. After enforcement, the Security Agent or the
Note Trustee, if deemed to be a mortgagee or heritable creditor in possession, or a receiver appointed on behalf
of the Security Agent or the Note Trustee (where applicable), could become responsible for environmental
liabilities in respect of a Property.
If an environmental liability arises in relation to any Property and is not remedied, or is not capable of being
remedied, this may result in an inability to sell the Property or in a reduction in the price obtained for the
Property, resulting in a sale at a loss.
In addition, third parties may sue a current or previous owner, occupier or operator of a site for damages
and costs resulting from substances emanating from that site, and the presence of substances on the Property
could result in personal injury or similar claims by private plaintiffs.
The Environmental Report was conducted by means of desktop reviews with respect to the Properties in
connection with the origination of the Libra Whole Loan. Some of the reviews identified the use, or prior use,
of certain of the sites or locations in the nearby vicinity of the sites for certain specified polluting activities.
However, in the cases where it was deemed necessary to investigate further through consultations with
environmental regulators, such investigations concluded that such sites were not polluted nor were they
considered to be a likely cause of pollution to any extent that necessitated remedial action other than as set out
below. In no case did these investigations identify any material, existing, environmental issues with the
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Properties. However, there can be no assurance that all environmental conditions and risks have been
completely or accurately identified in the Environmental Report.
According to the Environmental Report, of the 293 sites comprising the portfolio, 184 Properties,
representing 58.3 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate
Cut-Off Date Allocated Loan Amount, were classified as having a low risk of ground contamination; 104
Properties, representing 39.6 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount were classified as having a low/medium risk; four Properties,
representing 1.3 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-
Off Date Allocated Loan Amount were considered medium risk; one Property, representing 0.3 per cent. of the
Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan
Amount was considered medium/high risk; and none were considered high risk. The Environmental Report
assumed that one of the sites designated as medium risk may require gas protection measures as it was reported
to be generating significant quantities of methane gas, and the potential liabilities have been calculated as being
in the region of £30,000. As regards one of the four sites that has been classified as medium/high risk, the risk
relates to the potentially significant liabilities associated with the non-compliance of the site’s sewage treatment
facilities. The Environment Agency has required a remedial action plan to be submitted for bringing their
sewage treatment works in line with the applicable discharge consent conditions and the relevant officer
indicated that this would require a significant investment. However, the Environmental Report assumes that
liability for this would fall on the tenant and no estimate of costs has been associated with this required work.
For the purposes of the Environmental Report, the qualification of a site as having a “low” or “low/medium
risk” of contamination means that no issues were identified or where it is unlikely that the potential issue
identified will arise as a liability/cost for the owner of the site for a continued site use. A qualification of
“medium risk” in the Environmental Report means that it is possible that the issue could arise as a liability/cost
for the owner of the site and that further work may be required to clarify the risk and a qualification as a “high
risk” that it is likely that the issue will arise as a liability/cost for the owner of the site.
The Valuation Report stated that the Valuer had not had sight of a copy of any asbestos management plan in
respect of the Properties. However, the Valuer further stated in the Valuation Report that the management of
and responsibility for asbestos-containing materials would most likely be the responsibility of the occupational
tenant, since the occupational tenant will be primarily responsible for dealing with evidence of asbestos on the
relevant Property pursuant to requirements in the relevant Occupational Lease to comply with all statutory
requirements.
There can be no assurance that any recommended provision sum will be adequate for the actual amount of
any costs which may arise. On origination of the Libra Whole Loan an amount of £100,000 was reserved in the
Capital Expenditure Reserve Account as an upfront reserve against environmental costs identified during the
environmental assessment.
It should also be noted that if any additional development were to be undertaken at a Property, additional
environmental surveys may be required in connection with obtaining the necessary planning consents for such
development. If any such environmental survey indicates that there are environmental issues with respect to
such property, whether because of a conversion in usage or otherwise, it is possible that, were the Tenant not
primarily responsible, the Borrower will be required to remediate such environmental issues.
If the Libra Whole Loan becomes a Specially Serviced Loan then before the Special Servicer acquires title
to a Property on behalf of the Issuer or the Note Trustee, as applicable, or assumes operation of the Property, it
must obtain a new environmental survey of such Property. This requirement will decrease the likelihood that
the Issuer or the Note Trustee, as applicable, will become liable under any applicable local environmental law.
However, this requirement may effectively preclude enforcement under the Libra Loan, or at least until a
satisfactory environmental assessment is obtained (or until any required remedial action is thereafter taken).
There is accordingly some risk that the Property will decline in value while this assessment is being obtained.
Moreover, there is no assurance this requirement will effectively insulate the Issuer from potential liability
under applicable local environmental laws.
Legal Title: All of the Properties located in the United Kingdom comprise registered land or the equivalent.
The Property Owner in relation to certain Properties may not have been registered or recorded immediately as
legal or heritable proprietor of that Property and consequently the Security Agent may not be registered or
recorded immediately as proprietor of the legal mortgage at the Land Registry (in England) or the Land Registry
in Northern Ireland, as applicable, or (in Scotland) in the Land Register or the Sasine Register (the “Registers of
Scotland”) as heritable creditor of the standard security granted to it by the Property Owner over that Property.
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The Loan Arranger has confirmed, following consultation with its external legal advisers, that it is not
aware of any reason why the Property Owner in question should not in due course be registered or recorded as
legal or heritable proprietor of the relevant Property to which it is acquiring legal title or why the Security Agent
should not in due course be registered or recorded as proprietor of the mortgage or heritable creditor of the
standard security over any Property.
Compulsory Purchase: Any property in the United Kingdom may at any time be compulsorily acquired by,
among others, a local or public authority or a government department generally in connection with proposed
redevelopment or infrastructure projects. No such compulsory purchase proposals have been revealed in the
Certificates of Title, the Legal Overview Reports or the Legal Overview Commentary issued by the English,
Scots or Northern Irish lawyers in relation to any of the Properties.
If a compulsory purchase order were to be made in respect of a Property (or part thereof), compensation
would be payable on the basis of the open market value of all of the relevant Property Owner’s and the Tenants’
proprietary interests in the relevant Property (or part thereof) at the time of the related purchase. The relevant
freehold estate and any tenancy would both be acquired and the Tenants would cease to be obliged to make any
further rental payments to the relevant Property Owner under the relevant tenancy. The risk to Noteholders is
that the amount received from the proceeds of purchase of the freehold or leasehold estate may be less than the
corresponding Principal Amount Outstanding on the Notes together with accrued interest.
There is often a delay between the compulsory purchase of a property and the payment of compensation,
the length of which will largely depend upon the ability of the property owner and the entity acquiring the
property to agree on the open market value. Should such a delay occur in the case of a Property, then, unless the
Borrower has other funds available, an event of default under the Libra Whole Loan may occur. Following the
payment of compensation, the Borrower will be required to prepay all or such part of the amounts due under the
Credit Agreement equal to the compensation payment received, part of such prepayment being used by the
Issuer to redeem the Notes (or part thereof).
Limitations of Valuations: Valuation of the portfolio of Properties (the “Valuation Report”) was
performed by the Valuers based in part on physical inspection of a sample number of 50 Properties and an
external inspection of 187 Properties. The Value (as defined herein) of the Properties as a portfolio as at the
date of the Valuation Report was £1,338,341,000. The values set forth in this Offering Circular for the
Properties are all based upon the portfolio Value of the Properties. Values for each Property and the analysis
contained herein, were derived by the Loan Arranger from the individual value attributed to each Property by
the Valuer in the Valuation Report in line with the Valuer’s methodology without reference to the Valuer, and
therefore, there can be no assurance that the same value would have been assigned by valuers for that individual
property outside the portfolio. (See also “General Information—paragraph 10(a)” below). In general,
valuations represent the analysis and opinion of qualified valuers and are not guarantees of present or future
value. One valuer may reach a different conclusion than the conclusion that would be reached if a different
valuer were appraising such property. Moreover, valuations seek to establish the amount a typically motivated
buyer would pay a typically motivated seller and, in certain cases, may have taken into consideration the
purchase price paid by the borrower. However, there can be no assurance that the market value of the Properties
will continue to equal or exceed such valuation. As the market value of the Properties fluctuates, there can be
no assurance that the market value of the Properties will be equal to or greater than the unpaid principal and
accrued interest and any other amounts due under the Credit Agreement. If any Property is sold following an
event of default under the Libra Whole Loan, there can be no assurance that the net proceeds of such sale will be
sufficient to pay in full all amounts due under the Credit Agreement. In particular, it should be noted that the
Properties are specialised property assets for which no ready market may exist.
Insurance: The Property Owners have covenanted in the Credit Agreement that they will insure the
Properties and plant and machinery thereon on a full reinstatement basis, including loss of rent insurance. The
Property Owners have also covenanted that loss of rent insurance will cover 36 months’ loss of rent. The
Properties are or will be, prior to the Closing Date, insured under an “All Risks” insurance policy (subject to
usual policy exclusions, terms and conditions but including, physical loss or damage as well as loss of rent
insurance, gross earnings loss and extra expenses, being additional expenses incurred as a result of physical loss
or damage and terrorism, based on, among other things, the property type, size and/or location).
The Occupational Leases generally provide that, if the premises comprised in the tenancy are destroyed or
damaged by an insured risk so as to render them unfit for use and occupation, the tenant will cease to be liable to
pay rent otherwise due under the tenancy (or a proportionate part where the premises suffer only partial damage)
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until the premises are again rendered fit for use and occupation or (if earlier) the expiration of the period for
which loss of rent has been insured.
The insurance against loss of rental value will cover the loss of rent during the period of rent cessation up to
a maximum of 36 months, although there could be administrative delay in obtaining payment by the insurers
which could affect the ability of the Borrower, and accordingly also the Issuer, to meet its payment obligations
during that period of delay.
Certain types of risks and losses (such as losses resulting from war, terrorism, nuclear radiation, radioactive
contamination and heaving or settling of structures) may be or become either uninsurable or not economically
insurable or are not covered by the required insurance policies. Other risks might become uninsurable (or not
economically insurable) in the future. If an uninsured or uninsurable loss were to occur, the Borrower might not
have sufficient funds to repay in full all amounts owing under or in respect of the Credit Agreement.
The Issuer’s beneficial interest in the Related Security (which includes the benefit of the buildings
insurance policies) will form part of the Issuer Security charged to the Note Trustee for the benefit of, among
others, the Noteholders under the Deed of Charge and Assignment. However, for the reasons described above
(uninsurability), the ability of the Security Agent and/or the Note Trustee to make a claim under the insurance
policies is not certain.
The period of recovery in respect of loss of rental value under the insurance policy generally will be limited
to a period comprising both (i) the period during which the damaged property could, with due diligence, have
been rebuilt, repaired or replaced, and (ii) an additional period, being that required to restore the relevant
Property Owner’s business to the condition that would otherwise have existed, such period commencing from
the later of (a) the date on which the insurers’ liability would otherwise terminate and (b) the date on which the
damaged property is actually rebuilt, repaired or replaced, such additional period being, in any event limited to
one year from the later of (a) and (b). Although each relevant tenant will, again, be liable for the rent if the
relevant lease subsists after that period, it is likely that a tenant so affected would exercise any rights it may have
to terminate its lease (where such right is granted) if the premises are not reinstated in time. Thus, after the
expiry of the period of coverage for loss of rent, the relevant Property Owner could cease to be entitled to both
the rental income from the Property and further loss of rent insurance. In addition, if those circumstances
applied, the proceeds of the insurance taken out by the relevant Property Owner (which will cover the costs of
reinstatement) may not be sufficient to pay, in full, all the amounts due from the Borrower under the Credit
Agreement and, hence, the Notes.
The terms of some of the tenancies require the landlord to carry out the reinstatement of damaged premises
following damage or destruction by an insured risk subject to any necessary planning permission or other
consents being obtained, and to apply the proceeds of the buildings insurance (other than loss of rent insurance
monies) for this purpose.
There is no assurance that each Property Owner will maintain the insurance required under the Credit
Agreement or that such insurance will be adequate. Moreover, if reconstruction or any major repairs are
required, changes in laws or planning requirements may materially affect the Borrower’s or Property Owners’
ability to effect any reconstruction or major repairs or may materially increase the costs of the reconstruction or
repairs.
As a result of any of these factors, the amount available to make payments on the Notes could be reduced.
Litigation: There may be pending or threatened legal proceedings against the Borrower and/or its
respective affiliates arising out of the ordinary business of the Borrower and/or its respective affiliates. To the
knowledge of the Loan Arranger, as at the Closing Date, there is no material litigation pending or threatened
against any Property Owner in respect of the Properties.
Other Indebtedness, Liabilities and Financing: The existence of indebtedness incurred by the Borrower
other than the Libra Whole Loan could adversely affect the financial viability of the Borrower. Additional debt
increases the likelihood that the Borrower would lack the resources to perform on both the Libra Whole Loan
and such additional debt. In addition, the existence of any actual or contingent liabilities of the Borrower may
result in the insolvency or (if applicable) administration of a Borrower which may lead to an unanticipated
default under the Libra Whole Loan.
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The documentation relating to the Libra Loan, the Libra Whole Loan, the PIK Facility Loan and the Related
Security (the “Loan Documents”) provides limitations on the right of the Borrower to incur additional debt, on
either a secured or unsecured basis, without the consent of the lenders. However, the Loan Documents only
permit these entities to incur indebtedness to the Shareholder or another Obligor on a subordinated basis.
The components of the Libra Whole Loan are (i) the Libra Loan, which is the Senior Tranche; and (ii) the
following subordinate tranches, each of which is subordinate to the Libra Loan, and to those preceding it: the
“B0-1 Loan”, the “B0-2 Loan”, the “B1 Loan”, the “B2 Loan”, the “B3 Loan” and the “B4 Loan”, each of the
aforementioned tranches, other than the Libra Loan, a “B Loan” or a “Subordinate Tranche” and, collectively,
the “Subordinate Debt”) and each of which will not be held by the Issuer, but will instead be held by other
lenders (each, a “Subordinate Lender” and collectively, the “Subordinate Lenders”). On or prior to the
Closing Date, an intercreditor deed (the “Senior Intercreditor Deed”) will have been entered into in relation to
the Libra Whole Loan between the Security Agent, the Loan Seller, the Swap Provider and the related lenders of
the Subordinate Debt.
Pursuant to the Senior Intercreditor Deed, interest will be paid on the Libra Loan prior to interest being paid
on the related Subordinate Debt. For as long as a Material Event of Default is continuing with respect to the
Libra Whole Loan and the relevant Subordinate Lender is not curing the relevant event of default, no payments
will be made on the related Subordinate Debt until all amounts outstanding on the Libra Loan have been paid in
full. With respect to payments of principal on the Libra Whole Loan, prior to the occurrence of a Material
Event of Default, under the Senior Intercreditor Deed, principal due and payable in respect of the Libra Whole
Loan will be allocated among the lenders in the manner set forth under “The Libra Loan and Properties—
Intercreditor Deeds” below.
Under the Senior Intercreditor Deed, the Subordinate Lenders have certain approval and other rights with
respect to the Libra Whole Loan and related Property and the lenders of the Subordinate Debt have certain
consultation rights with respect to the same. In addition, pursuant to the terms of the Senior Intercreditor Deed,
a Subordinate Lender will have the right to cure a financial covenant default or non-payment by the Borrower
under the Libra Whole Loan within 28 days of notification of the non-payment. While a Subordinate Lender is
exercising or is capable of exercising any of its cure rights in relation to the Libra Whole Loan, no enforcement
action may be taken in relation to the Libra Whole Loan and the Libra Whole Loan will not become specially
serviced. Accordingly, a delay in enforcement due to the cure rights of the relevant Subordinate Lender, could
result in a decline in value of the related Property and, possibly, a loss with regard to the Notes.
The lenders under the Libra Whole Loan have agreed not to make certain amendments to any of the related
loan documents which would have certain specified consequences. Therefore, any such modifications which are
required in connection with the servicing of the Libra Whole Loan will require the consent of the Issuer and the
Subordinate Lender. However, there is no restriction imposed upon the Servicer or Special Servicer, as
applicable, from taking any action to enforce the rights of the lenders under the Libra Whole Loan.
The parent company of the Borrower (the “Shareholder”) is the borrower under a separate, subordinated
£70,000,000 loan (the “PIK Facility Loan”). The PIK Facility Loan is not held by the Issuer and will instead
be held by third parties. The PIK Facility Loan is secured by a first fixed charge over the shares of the
Borrower, and is subordinated pursuant to a guarantee and subordination deed. The guarantee under the
guarantee and subordination deed is secured by the same security as that for the Libra Whole Loan, and each
Guarantor also guarantees the Senior Debt (the “Guarantee and Subordination Deed”). See “The Libra Loan
and Properties—PIK Facility Intercreditor Deed”.
An intercreditor deed (the “PIK Facility Intercreditor Deed”) has been entered into in relation to the Libra
Whole Loan and the PIK Facility Loan between the lenders of the Libra Whole Loan and the PIK Facility Loan.
The PIK Facility Loan is secured by a first fixed charge over the shares of the Borrower. Pursuant to the terms
of the PIK Facility Intercreditor Deed, the PIK Facility Lender will be entitled to enforce against such security,
upon the circumstances described under “The Libra Loan and Properties—PIK Facility Intercreditor Deed”
below.
Details of the PIK Facility Loan are as follows:
Cut-Off Date
Principal Balance Maturity Date
£70,000,000 15 January 2009 (1)
(1) Assumes that the Borrower does not exercise the one-year extension option under the PIK Facility Loan and the Libra Whole Loan.
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Pursuant to the Guarantee and Subordination Deed, the PIK Facility Loan is subordinated in priority of
payment to the Libra Whole Loan. Interest and principal on the PIK Facility Loan will be paid only after all
amounts due to the lenders under the Libra Whole Loan have been paid. The PIK Facility Loan will become
due when all amounts due under the Libra Whole Loan have been discharged.
Under the PIK Facility Intercreditor Deed, the PIK Facility Lender has the right to approve certain
modifications and waivers relating to the Libra Whole Loan, provided that no such right of approval can prevent
the Libra Whole Loan Lender from making any such modification or waiver in connection with a work-out of
such loan. In addition, the PIK Facility Lender will have the right to make certain cure payments and to acquire
the Libra Whole Loan for a specified amount. While a PIK Facility Lender is exercising or is capable of
exercising any of its cure rights in relation to the Libra Whole Loan, no enforcement action may be taken in
relation to the Libra Whole Loan and the Libra Whole Loan will not become specially serviced. See “The Libra
Loan and Properties—PIK Facility Intercreditor Deed” below for further details.
The lenders under the PIK Facility Loan will, after a specified period, have the ability to direct an
enforcement of the PIK Facility Loan.
For more detail in relation to all of the aforementioned, see “The Libra Loan and Properties—Intercreditor
Deeds”.
Limitations of Representations and Warranties Delivered by the Loan Arranger: Neither the Issuer nor the
Note Trustee has undertaken or will undertake any investigations, searches or other actions as to the Borrower’s
status, and each will rely instead solely on the warranties given by the Loan Arranger in respect of such matters
in the Loan Sale Agreement (see further “The Libra Loan and Properties—Loan Sale Agreement—
Representations and Warranties”). The sole remedy against the Loan Arranger available to each of the Issuer
and the Note Trustee in respect of any breach of warranty relating to the Libra Loan originated by the Original
Lender with the assistance of the Loan Arranger and the Related Security if the breach is material and is not
capable of remedy (or is capable of remedy and is not remedied within the specified time) shall be to require the
Loan Arranger to repurchase the Libra Loan together with any Related Security; provided that this shall not
limit any other remedies available to the Issuer and/or the Note Trustee if the Loan Arranger fails to repurchase
the Libra Loan and its Related Security when obliged to do so.
Non-Resident Borrower: The Borrower is incorporated in the Cayman Islands.
With respect to a Borrower incorporated abroad, there is the risk that (a) third party creditors may
commence insolvency proceedings against it in its jurisdiction of incorporation; and (b) an English court might
decline jurisdiction if the relevant Security Agent were to seek to commence insolvency proceedings in
England.
In relation to (b) of the above paragraph, certain Property Owners may be incorporated in jurisdictions other
than those in which the relevant Properties are located, or under whose laws the related security document has
been executed. With respect to these Property Owners, there is a risk that such multiple jurisdictions might
cause additional delays upon enforcement of any such security. If the “centre of main interests” of the
Borrower, for the purposes of Council Regulation (EC) No. 1346/2000 of 29 May 2000 (the “EC Insolvency
Regulation”) is in its jurisdiction of incorporation, the rules set out in the EC Insolvency Regulation will not
apply to the Borrower (as the EC Insolvency Regulation only applies where the centre of main interests of the
company is in the European Union). The location of the centre of main interests will be a question of fact, but
depends on where the company administers its interests on a permanent basis in a manner ascertainable by third
parties rather than merely on the location of assets. If the EC Insolvency Regulation does not apply, the English
court would apply its common law rules (outside the scope of such European legislation) for dealing with such
cross-border issues. The presence of assets in England is usually considered sufficient for the English court to
exercise its discretion in relation to accepting jurisdiction to commence insolvency proceedings but this would
depend on the facts at the time (including whether insolvency proceedings in the jurisdiction of incorporation
had been commenced). If the English court were to commence insolvency proceedings, the English court is
likely to consider its own proceedings as ancillary to any proceedings that have been commenced in the
jurisdiction of incorporation.
Insolvency Regimes Differ: A borrower which is incorporated or established in jurisdictions other than
England and Wales may be subject to insolvency regimes that differ from those of England and Wales or
Scotland. In cases where the Borrower is based in a foreign jurisdiction, enforcement of security may be
restricted by local insolvency law, including, for example, any statutory moratorium periods during which
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enforcement of security interests is prevented. Four of the Property Owners, which own Overriding Leases in
Properties representing 79.6 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount, are incorporated in Jersey and three of the Property Owners,
two of which own the shares in the four Jersey incorporated Property Owners and one of which owns an
Overriding Lease of a freehold Property located in Northern Ireland, are incorporated in the Cayman Islands.
Under Article 49(1) of the Bankruptcy (Désastre) (Jersey) Law 1990, as amended, the Royal Court of Jersey
may, to the extent it thinks fit, assist the courts of a relevant country or territory in all matters relating to the
insolvency of a person, and when doing so may have regard to the extent it considers appropriate to the
provisions for the time being of any model law on cross border insolvency prepared by the United Nations
Commission on International Trade Law. The definition of a “relevant country or territory” is, under Article
49(4) of the Bankruptcy (Désastre) (Jersey) Law 1990, as amended, a country or territory prescribed by the
Minister for Economic Development. Pursuant to the Bankruptcy (Désastre) (Jersey) Order 2006, the United
Kingdom was included as one of the prescribed countries and territories for the purpose of Article 49(4) of the
Bankruptcy (Désastre) (Jersey) Law 1990, as amended. Accordingly the Royal Court of Jersey in relation to
insolvency law in Jersey may assist the courts of the United Kingdom having a corresponding jurisdiction.
Although in certain cases the Borrower and Property Owners are special purpose vehicles which are restricted
from entering into other transactions and are, therefore, unlikely to be subject to insolvency proceedings
instituted by third parties, in one case the relevant Property Owner, Propco 10, is not a special purpose vehicle.
England, Scotland and Northern Ireland—Enforcement of Security Upon the Administration, Insolvency or
Bankruptcy of Charging Entity: There are three principal methods of enforcing English law non-possessory
security: foreclosure, orders of sale and receivership. The same methods of enforcement are available in
relation to Scottish non-possessory security also, although their application varies considerably in detail. The
remedy of foreclosure is not available in Northern Ireland. The other two methods are available in relation to
Northern Irish non-possessory security although, as in Scotland, their application varies in the detail.
Enforcement during English Administration Proceedings of Entity. The effect of the statutory moratorium
in an English administration proceeding of a company from the lender’s perspective is that he is unable to
enforce the security granted by such entity for the duration of the administration without the leave of the court or
the consent of the administrator. This might compromise the interests of the secured creditor. For example, an
administrator may decide that it is in the best interests of the creditors of the borrower to delay the sale of the
secured assets. Also, the administrator will have the ability to sell property subject to security in favour of the
creditors, but must account to the creditor for the proceeds. Therefore, in the event that the Borrower were to
become the subject of an English administration proceeding, there could be a delay in enforcement of security
which may in turn lead to a reduction in value of the realisation amount paid over to a secured creditor.
Enforcement of Security during English Liquidation of Entity. When a winding up order has been made by
a court in respect of an English company or a provisional liquidator has been appointed, no action or proceeding
shall be proceeded with or commenced against the company or its property, except with leave of the court and
subject to such terms as the court may impose. Specific court orders can be obtained to stay any actions or
proceedings brought against the English company and its property. However, the rights of secured creditors are
unaffected and they may still enforce their security rights, for example by the appointment of a receiver over
specific property or assets of the company. There can, however, be no assurance that no delay will arise in
connection with the appointment of a receiver, which could have a negative effect on the amount realised by
enforcement of the security.
Enforcement of Security in England Upon Foreign Insolvency. The English courts may elect to exercise
the powers and discretions they have with respect to an insolvent company incorporated in England and Wales
in respect of a foreign company, provided that they receive a request for assistance from the courts of a
“relevant country or territory” having jurisdiction over the foreign company. A “relevant country or territory”
includes Jersey and the Cayman Islands.
The English courts also have, in certain circumstances, jurisdiction to make a winding-up order in respect of
an insolvent foreign company that does not have its “centre of main interests” in the European Union (so that the
Regulation (as defined below) does not apply). For example, the English courts may make a winding-up order
in respect of an insolvent “unregistered company”, being a company not incorporated in England and Wales.
By contrast, save in limited circumstances, the English courts do not have jurisdiction to make an
administration order in respect of an insolvent foreign company that does not have its “centre of main interests”
in the European Union. Also, such a company may not be subject to a company voluntary arrangement.
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The enforcement of security in Scotland and Northern Ireland upon the administration or liquidation of a
charging entity or in respect of an insolvent foreign company is closely similar to the position in England
described above.
Enterprise Act 2002: By an order made by the Under-Secretary of State for Small Business and Enterprise
on 8 August 2003, the provisions of the Enterprise Act 2002 (the “Enterprise Act”) amending certain corporate
insolvency provisions of the Insolvency Act 1986 came into force on 15 September 2003. As a result of the
amendments made by the Enterprise Act, the holder of a qualifying floating charge created on or after 15
September 2003 with respect to English or Scots law security will be prohibited from appointing an
administrative receiver to a company unless the floating charge falls within one of the exceptions set out in
sections 72A to 72G of the Insolvency Act (the “exceptions”) and consequently the ability to prevent the
appointment of an administrator to such company will be lost. The Enterprise Act will apply to any insolvency
proceedings brought in England or Scotland, including against non-English or Scottish corporate entities.
The floating charges granted by the Borrower, although granted after 15 September 2003 should be
qualifying floating charges for the purposes of the Enterprise Act and have the benefit of one of the exceptions.
Therefore, an administrative receiver could be appointed to the Borrower, and the Note Trustee could prevent
the appointment of an administrator in respect of the Borrower. See further “—Enforcement; Receivers under
English Law” above.
In addition to the introduction of a prohibition on the appointment of an administrative receiver as set out
above, section 176A of the Insolvency Act provides that any receiver (including an administrative receiver),
liquidator or administrator of a company is required to make a “prescribed part” of the company’s “net
property” available for the satisfaction of unsecured debts in priority to the claims of the floating charge holder.
The company’s “net property” is defined as the amount of the chargor’s property which would be available for
satisfaction of debts due to the holder(s) of any debentures secured by a floating charge and so refers to any
floating charge realisations less any amounts payable to the preferential creditors or in respect of the expenses of
the liquidation or administration. The “prescribed part” is defined in the Insolvency Act 1986 (Prescribed Part)
Order 2003 (SI 2003/2097) to be an amount equal to 50 per cent. of the first £10,000 of floating charge
realisations plus 20 per cent. of the floating charge realisations thereafter, provided that such amount may not
exceed £600,000.
This obligation does not apply if the net property is less than a prescribed minimum and the relevant
officeholder is of the view that the cost of making a distribution to unsecured creditors would be
disproportionate to the benefits. The relevant officeholder may also apply to court for an order that the
provisions of section 176A of the Insolvency Act should not apply on the basis that the cost of making a
distribution would be disproportionate to the benefits.
Floating charge realisations upon the enforcement of any security granted may be reduced by the operation
of these “ring fencing” provisions up to a maximum of £600,000.
So far as Northern Ireland law is concerned, by an order made by the Department of Enterprise, Trade and
Investment on 2 February 2006, the provisions of the Insolvency (Northern Ireland) Order 2005 (the
“Insolvency Order”) amending certain corporate insolvency provisions of the Insolvency (Northern Ireland)
Order 1989 (“the 1989 Order”) came into force on 27 March 2006. As a result of the amendments made by the
Insolvency Order, the holder of a qualifying floating charge created on or after 27 March 2006 with respect to
Northern Ireland security will be prohibited from appointing an administrative receiver to a company unless the
floating charge falls within one of the exceptions set out in Articles 59.B to 59.I of the 1989 Order (as amended
by the Insolvency Order) (also hereinafter referred to as the “exceptions”) and consequently the ability to
prevent the appointment of an administrator to such company will be lost.
Insolvency Act 2000: The Insolvency Act 2000 (the “IA 2000”) contains certain provisions (which came
into effect on 1 January 2003) which amend the Insolvency Act 1986 so as to allow “small companies”, as part
of the company voluntary arrangement procedure, to seek court protection from their creditors by way of a
moratorium for a period of up to 28 days, with the option for creditors to extend this protection for up to a
further two months (although the Secretary of State for Trade and Industry may, by secondary legislation,
extend or decrease the duration of each period).
The effect of a moratorium is that no winding up or administration procedures may be commenced in
relation to that company, any security created by that company over its property cannot be enforced (except with
the leave of the court), no administrative receiver may be appointed pursuant to any security and no other legal
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process can be taken in relation to that company during such period (except with the leave of the court). In
addition, if the holder of security (the “chargee”) created by the company consents or if the court gives leave,
the company may dispose of the secured property as if it were not subject to the security. Where the property in
question is subject to a floating charge, the chargee will have the same priority in respect of any property of the
company directly or indirectly representing the property disposed of as he would have had in respect of the
property subject to the floating charge. Where the security in question is other than a floating charge, it shall be
a condition of the chargee’s consent or leave of the court that the net proceeds of the disposal shall be applied
towards discharging the sums secured by the security.
The IA 2000 defines “small company” by reference to certain tests contained in section 247(3) of the
Companies Act 1985, relating to a company’s balance sheet total, turnover and average number of employees.
The position as to whether or not a company is a “small company” may change from financial period to
financial period, depending on its financial position and average number of employees during that particular
period. The Secretary of State for Trade and Industry may also modify the qualifications for eligibility of a
company for a moratorium and may also modify the present definition of a “small company”. Accordingly,
certain of the Borrower may currently come within the ambit of the “small companies” provisions, such that
they may (subject to the exemptions referred to below) be eligible to seek protection from their creditors, in
advance of a company voluntary arrangement.
However, pursuant to regulations made by the Secretary of State for Trade and Industry, which came into
effect at the same time as the small companies provisions of the IA 2000, companies which are party to a capital
market arrangement, under which a party has incurred, or where the agreement was entered into expected to
incur, a debt of at least £10 million and which involves the issue of a capital market investment, are (among
other categories of exempted company) excluded from being eligible for the moratorium. The definitions of
“capital market arrangement” and “capital market investment” are broad and are such that, in general terms, any
company which is a party to an arrangement which involves at least £10 million of debt, the granting of security
to a trustee, and the issue of a rated, listed or traded debt instrument, is ineligible to seek the benefit of the small
companies protection in any event. As with the small companies “eligibility qualifications”, the criteria for
exemption as a capital market arrangement may be modified by the Secretary of State for Trade and Industry
from time to time.
With regard to security granted by the Borrower, there may be a possibility it falls within the provisions of
the IA 2000 or that it may in the future fall within its provisions for the purpose of being eligible to seek court
protection from their creditors under the small company moratorium provisions. As regards the Borrower,
which is incorporated in a jurisdiction other than England and Wales, there may also be a risk that the Borrower
could claim to be subject to the provisions of the IA 2000. In the event that it meets the eligibility criteria of
being a small company for the purposes of the IA 2000 and to the extent that it has the United Kingdom as its
centre of main interests for the purposes of any collective proceedings under the EC Insolvency Regulation
(which includes voluntary arrangements under insolvency legislation) or, in certain limited circumstances, an
establishment in the UK for the purposes of the EC Insolvency Regulation, then it would appear that it would be
able to claim the benefit of the relevant moratorium provisions contained in the IA 2000. It will also be possible
for the Borrower to obtain the benefit of a small company moratorium if a request by the Court of a relevant
country or territory for the imposition of such a moratorium is made pursuant to Section 426 of the Insolvency
Act.
Application of Enterprise Act 2002 and Insolvency Act 2000 in Northern Ireland: Neither the Enterprise
Act nor the IA2000 apply in Northern Ireland, however, similar restrictions on the appointment of an
administrative receiver by the holder of a floating charge and moratoriums for small companies apply under the
Insolvency (Northern Ireland) Order 2005.
Notes Related Risks
Limited Recourse: On enforcement of the security of the Notes, the Note Trustee and the Noteholders will
only have recourse to the Libra Loan and any Related Security and the remaining Issuer Security. In the event
that the proceeds of such enforcement are insufficient (after payment of all other claims ranking higher in
priority to or pari passu with amounts due under the Notes), then the Issuer’s obligation to pay such amounts
will cease and the Noteholders will have no further claim against the Issuer in respect of such unpaid amounts,
in which event the Issuer’s liability to discharge the then unpaid amounts will be extinguished. Enforcement of
the security created pursuant to the Deed of Charge and Assignment is, therefore, the only remedy available for
the purpose of recovering amounts owed in respect of the Notes.
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The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer.
In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Loan Seller or the
Loan Arranger (outside of their respective obligations under the Loan Sale Agreement) or any associated body
of either of the Loan Seller or the Loan Arranger, or of or by the Managers, the Security Agent, the Servicer, the
Special Servicer, the Cash Manager, the Note Trustee, the Corporate Services Provider, the Paying Agents, the
Agent Bank, the Advance Provider, the Backup Advance Provider, the Registrar, the Swap Provider, the
Common Depository, the Operating Bank or the shareholders of the Issuer or any company in the same group of
companies as the Managers, the Loan Seller, the Loan Arranger, the Servicer, the Special Servicer, the Cash
Manager, the Note Trustee, the Security Agent, the Corporate Services Provider, the Paying Agents, the Agent
Bank, the Advance Provider, the Backup Advance Provider, the Registrar, the Swap Provider, the Common
Depository, the Operating Bank or the shareholders of the Issuer and none of such persons accepts any liability
whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes.
Examiners, Preferred Creditors under Irish Law and Floating Charges: The Issuer has its registered office
in Ireland. As a result there is a rebuttable presumption that its centre of main interest is in Ireland and
consequently it is likely that any insolvency proceedings applicable to it would be governed by Irish law.
An examiner may be appointed to an Irish company in circumstances where it is unable, or likely to be
unable, to pay its debts. One of the effects of such an appointment is that during the period of appointment,
there is a prohibition on the taking of enforcement action by any creditors of the company.
In an insolvency of the Issuer, the claims of certain preferential creditors (including the Revenue
Commissioners of Ireland for certain unpaid taxes) will rank in priority to claims of unsecured creditors and
claims secured by floating charges. In addition, the claims of creditors holding fixed charges may rank behind
“super” preferential creditors (including expenses of any examiner appointed and certain capital gains tax
liabilities). As discussed in more detail below, holders of fixed charges over book debts may be required by the
Revenue Commissioners of Ireland to pay amounts received by the holder in settlement of the Issuer’s tax
liability.
In certain circumstances, a charge which purports to be taken as a fixed charge may take effect as a floating
charge. Under Irish law, for a charge to be characterised as a fixed charge, the charge holder is required to
exercise the requisite level of control over the assets purported to be charged and the proceeds of such assets
including any bank account into which such proceeds are paid. Where such requisite level of control cannot be
demonstrated, there is a risk that the relevant fixed charge could take effect as a floating charge. The claims of
creditors holding floating charges rank behind the claims of creditors holding fixed charges and certain
additional preferential creditors.
If the Issuer becomes subject to an insolvency proceeding and the Issuer has obligations to creditors that are
treated under Irish law as creditors that are senior relative to the Noteholders, the Noteholders may suffer losses
as a result of their subordinated status during such insolvency proceeding.
The holder of a fixed security over book debts (which would include the Libra Loan acquired by the Issuer)
or a company resident in Ireland for the purposes of Irish tax such as the Issuer may be required by notice from
the Revenue Commissioners of Ireland (the “Revenue Commissioners”) to pay to them sums equivalent to
those which the holder thereafter receives in payment of debts due to it by the relevant company. Where the
holder of the security has informed the Revenue Commissioners of the creation of the security within 21 days of
its creation, the holder’s liability is limited to the amount of certain outstanding Irish tax liabilities of the
company (including liabilities in respect of value added tax) arising after the issue to the holder of a notice from
the Revenue Commissioners. The Revenue Commissioners may also attach any debt due to a company resident
in Ireland for the purposes of Irish tax by another person in order to discharge any liabilities of the company in
respect of outstanding tax whether the liabilities are due on its own account or as an agent or trustee. The scope
of this right of the Revenue Commissioners has not yet been considered by the Irish courts but it may override
the rights of holders of security (whether fixed or floating) over the debt in question. In relation to the disposal
of assets of a company resident in Ireland for the purposes of Irish tax which are subject to security, a person
entitled to the benefit of the security may be liable for tax in relation to any capital gains made by the company
on a disposal of those assets on exercise of the security. In certain circumstances, a charge which purports to
take effect as a fixed charge may take effect as a floating charge.
Prepayment Risk: The Credit Agreement permits the Borrower to prepay the whole or any part of the Libra
Whole Loan. The yield to maturity on the Notes will be highly sensitive to the rate and timing of principal
payments and collections (including by reason of a voluntary or involuntary prepayment, or a default and
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liquidation) on the Libra Loan as well as the allocation, if any, of NAI Amounts. Investors in the Notes should
fully consider the associated risks, including the risk that a faster than anticipated rate of principal payments and
collections could result in a lower than expected yield.
Effects of Borrower Default: The rate and timing of delinquencies or defaults on the Libra Whole Loan will
affect the aggregate amount of distributions on the Notes, their yield to maturity, the rate of principal payments
and their weighted average life.
The only source of payment for the Notes will be the Libra Loan and the amounts available from time to
time made as Advances under the Servicing Agreement and the Swap Transactions. Any losses on the Libra
Loan will be allocated to the holders of the Notes, as described under “—Subordination” below.
If anticipated yields are calculated based on assumed rates of default and losses that are lower than the
default rate and losses actually experienced and such losses are allocable to the Notes, the actual yield to
maturity will be lower than the assumed yield. Under certain extreme scenarios, such yield could be negative.
In general, the earlier a loss borne by the Notes occurs, the greater the effect on the related yield to maturity.
Additionally, delinquencies and defaults on the Libra Loan may significantly delay the receipt of
distributions on the Notes, unless P&I Advances are made to cover delinquent payments or the subordination of
another class of Notes fully offsets the effects of any such delinquency or default.
Subordination: On each Payment Date, distributions in respect of interest and principal will be made to
Noteholders in the manner and in the priorities set forth under “The Structure of the Accounts—The Issuer’s
Accounts—Priority of Payments” below. As a result of such priorities, any losses on the Libra Loan will be
borne, first, by the Class E Notes, second, by the Class D Notes, third, by the Class C Notes, fourth, by the Class
B Notes and fifth, pari passu by the Class A Notes and the Class X Notes (with regard to interest only). As a
result of subordination and other risks of the Properties, under certain circumstances investors in one or more
Classes of Notes may not recover their initial investment.
The Advance Provider and the Backup Advance Provider, as applicable, will be entitled to receive interest
on unreimbursed servicing expenses. Such interest will accrue from (and include) the date on which such
Advance is made or the expense incurred to (but excluding) the date on which such amounts are repaid. See
“Servicing—Advancing”.
The right of the Advance Provider and the Backup Advance Provider, as applicable, to receive repayments
of Advances (including interest thereon) are senior to the rights of Noteholders to receive amounts in respect of
the Notes and, consequently, will cause a reduction in funds available to pay amounts due under the Notes
which may result in losses being allocated to the Notes which would not otherwise have resulted, absent the
relevant Advance.
In addition, the rights of the Noteholders to receive amounts in respect of the Notes are subordinate in
priority to the payment of certain fees, expenses and other amounts in the manner and the priorities described
under “The Structure of the Accounts—The Issuer’s Accounts—Payment of Expenses” and “—Priority of
Payments” below, which may result in losses being allocated to the Notes which would not otherwise have
resulted absent such fees, expenses or other senior amounts.
In addition, Appraisal Reductions will reduce the amount of P&I Advances by the Advance Provider or the
Backup Advance Provider, as applicable, and may result in the reduction of the amount of interest distributable
to one or more classes of Notes. See “Servicing—Appraisals and Valuations”.
Security Granted by the Issuer—Enterprise Act 2002: The floating charge to be granted by the Issuer
pursuant to the terms of the Deed of Charge and Assignment is a qualifying floating charge for the purposes of
the Enterprise Act and will be entered into after 15 September 2003 and as such, unless excepted, the Note
Trustee will be prevented from appointing an administrative receiver in respect of the Issuer. However, this
qualifying floating charge will fall within the “capital market arrangement” exception to the prohibition on
appointment of an administrative receiver and accordingly the Note Trustee will still be able to appoint an
administrative receiver pursuant to the Deed of Charge and Assignment. See “—Loan Related Risks—
Enterprise Act 2002” above for further information.
Rights Available to Holders of Notes of Different Classes: In performing its duties as trustee for the
Noteholders, the Note Trustee will not be entitled to consider solely the interest of the most senior class of
Noteholders then outstanding but will need to have regard to the interests of all of the Noteholders. Where,
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however, there is a conflict between the interests of the holders of one class of Notes and the holders of another
class of Notes, the Note Trustee will only have regard to interests of the holders of the Notes which rank in
priority in the event of the security held by the Note Trustee being enforced.
Ratings of Notes: The ratings assigned to the Notes by the Rating Agencies are based on the Libra Loan
subject to any intercreditor agreements, the Related Security and the Properties and other relevant structural
features of the transaction, including, among other things, the short term unsecured, unguaranteed and
unsubordinated debt ratings of the Backup Advance Provider and the Swap Provider and reflect only the views
of the Rating Agencies. A rating does not represent any assessment of the yield to maturity that a Noteholder
may experience or the possibility that holders of the Notes may not recover their initial investments if
unscheduled receipts of principal result from a prepayment, a default and acceleration or from the receipt of
funds with respect to a compulsory purchase. The ratings address the timely payment of interest on each
Payment Date and the ultimate repayment of principal on the Maturity Date. There is no assurance that any
such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or
withdrawn entirely by any or all of the Rating Agencies as a result of changes in or unavailability of information
or if, in the judgment of the Rating Agencies, circumstances so warrant. A downgrade, withdrawal or
qualification of any of the ratings of the parties mentioned above may impact upon the ratings of the Notes.
Credit rating agencies other than the Rating Agencies could seek to rate the Notes and without having been
requested to do so by the Issuer if such “unsolicited ratings” are lower than the comparable ratings assigned to
the Notes by the Rating Agencies, those shadow ratings could have an adverse effect on the value of the Notes.
For the avoidance of doubt and unless the context otherwise requires, any references to “ratings” or “rating” in
this Offering Circular are to ratings assigned by the specified Rating Agencies only. Future events also,
including but not limited to events affecting the Advance Provider or the Backup Advance Provider and
circumstances relating to the Property and/or the property market generally, could have an adverse impact on the
rating of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time by the assigning Rating Agency. Furthermore, there can be no
assurance that the Rating Agencies will take the same view as each other, which may affect the Borrower’s
ability to adapt the structure of the transaction to changes in the market over the long term.
Rating Agencies’ Confirmation: Where it is necessary for the Note Trustee to determine, in its own opinion,
for the purposes of exercising any right, power, trust, authority, duty or discretion under or in relation to the
Notes, the Conditions or any of the Transaction Documents, whether or not such exercise will be materially
prejudicial to the interests of the Noteholders or any class of Noteholders, the Note Trustee shall be entitled, in
making such a determination, to take into account among any other things it may, in its absolute discretion,
consider necessary and/or appropriate, any confirmation by a Rating Agency (if available) that the then current
ratings of the Notes or, as the case may be, the Notes of such class will not be downgraded, withdrawn or
qualified, and that, where any original rating of the Notes or, as the case may be, the Notes of such class has
been and continues to be downgraded, restoration of such original rating would not be prevented, as a result of
such exercise. For the avoidance of doubt, such rating confirmation shall not be construed to mean that any
such exercise by the Note Trustee of any right, power, trust, authority, duty or discretion under or in relation to
the Notes, the Conditions or any of the Transaction Documents is not materially prejudicial to the interest of
holders of the Notes or, as the case may be, the Notes of the relevant class; and the non-receipt of such rating
confirmation shall not be construed to mean that any such exercise by the Note Trustee as aforesaid is materially
prejudicial to the interests of the holders of the Notes or, as the case may be, the Notes of the relevant class.
The ratings assigned by Moody’s address the expected loss in proportion to the initial principal amount of
each class of Notes posed to any Noteholder by the Maturity Date. The ratings by S&P and Fitch address: (a)
the timely payment of interest on each Payment Date and (b) the ultimate repayment of principal on a Payment
Date not later than the Maturity Date.
No assurance can be given that the Rating Agencies will provide any such confirmation or that, depending
on the timing of the delivery of the request and any information needed to be provided, it may be the case that
the Rating Agencies cannot provide their confirmation in the time available and in either case, the Rating
Agencies will not be responsible for the consequences thereof. However, if a confirmation is provided, it should
be noted that a Rating Agency’s decision to reconfirm a particular rating may be made on the basis of a variety
of factors. In particular, the Noteholders should be aware that the Rating Agencies owe no duties whatsoever to
any parties to the transaction (including the Noteholders) in providing any confirmation of ratings. No
assurance can be given that a requirement to seek ratings confirmation will not have a subsequent impact upon
the business of the Borrower. In addition, it should be noted that any confirmation of ratings:
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(a) only addresses the effect of any relevant event, matter or circumstance on the current ratings assigned
by the relevant Rating Agency to the Notes;
(b) does not address whether any relevant event, matter or circumstance is permitted by the Relevant
Documents; and
(c) does not address whether any relevant event, matter or circumstance is in the best interests of, or
prejudicial to, some or all of the Noteholders or other secured creditors.
No assurance can be given that any such reconfirmation will not be given in circumstances where the
relevant proposed matter would materially adversely affect the interests of Noteholders of a particular class.
The Rating Agencies, in assigning credit ratings, do not comment upon the interests of the holders of
securities (such as the Notes).
Absence of Secondary Market; Limited Liquidity: Application has been made to the Irish Financial Services
Regulations Authority, as competent authority under the Prospectus Directive, for the Prospectus to be
approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official
List and to trading on its regulated market. There can be no assurance, however, that listing on the Irish Stock
Exchange will be granted. Assuming it is, there can be no assurance that a secondary market in the Notes will
develop or, if it does develop, that it will provide Noteholders with liquidity of investment, or that it will
continue for the life of the Notes. Consequently, any purchaser of the Notes must be prepared to hold such
Notes for an indefinite period of time or until final redemption or maturity of such Notes. Lack of liquidity
could result in a significant reduction in the market value of the Notes.
In addition, the market value of certain of the Notes may fluctuate with changes in prevailing rates of
interest and the performance of the Libra Loan. Consequently, any sale of Notes by Noteholders in any
secondary market which may develop may be at a discount to the original purchase price of those Notes.
Related Parties May Purchase Notes: Related parties, including the Servicer, the Special Servicer or
affiliates of the Borrower may purchase all or part of one or more classes of Notes. A purchase by the Servicer
or the Special Servicer, as the case may be, could cause a conflict between such entity’s duties pursuant to the
Servicing Agreement and its interest as a holder of a Note, especially to the extent that certain actions or events
have a disproportionate effect on one or more classes of Notes. The Servicing Agreement provides that the
Libra Loan is required to be administered in accordance with the Servicing Standard without regard to
ownership of any Note by the Servicer, the Special Servicer or any affiliate thereof.
Workout Fees and Liquidation Fees: In the event a Specially Serviced Loan becomes a Corrected Loan and
certain other conditions are met, as described under “Servicing—Servicing Fee, Special Servicing Fee,
Liquidation Fee and Workout Fee”, the Special Servicer will be entitled to a Workout Fee equal to 0.4000 per
cent. with respect to the Libra Whole Loan (plus VAT, if applicable) of each payment of principal and interest
(plus VAT, if applicable) for so long as the Libra Whole Loan remains a Corrected Loan. In addition, upon the
sale of any Property following enforcement of the related Specially Serviced Loan, the Special Servicer will be
entitled to receive a Liquidation Fee equal to 0.4000 per cent. in respect of the Libra Whole Loan (plus VAT, if
applicable) of the Liquidation Proceeds (plus VAT, if applicable). Because Workout Fees and Liquidation Fees
are not recoverable from the Borrower under the Credit Agreement, payment of any such fees may reduce
amounts payable to the Noteholders to the extent that they are not off-set by default interest payable on the Libra
Loan.
Risks Relating to the Introduction of International Financial Reporting Standards: The Irish tax position of
the Issuer depends to a significant extent on the accounting treatments applicable to it. The accounts of the
Issuer are required to comply with International Financial Reporting Standards (“IFRS”) or with generally
accepted accounting principles in Ireland (“Irish GAAP”) which has been substantially aligned with IFRS.
Companies such as the Issuer might, under either IFRS or Irish GAAP, be forced to recognise in their accounts
movements in the fair value of assets that could result in profits or losses for accounting purposes which bear
little relationship to the company’s actual cash position. These movements in value would generally have been
brought in to charge to tax (if not specifically relieved) as a company’s tax liability on such assets broadly
follows the accounting treatment. However, the taxable profits of a qualifying company within the meaning of
Section 110 of the Taxes Consolidation Act 1997 of Ireland, as amended (and it is expected that the Issuer will
be such a qualifying company), are based on Irish GAAP as it existed at 31 December 2004. It is possible to
elect out of this treatment but such an election, if made, is irrevocable. If such an election is made, then taxable
66

profits or losses could arise in the Issuer as a result of the application of IFRS or current Irish GAAP that are not
contemplated in the cashflows for the transaction and as such may have a negative effect on the Issuer and its
ability to make payments to Noteholders. The Issuer has covenanted that, if its cashflows would thereby be
affected adversely, no such election will be made.
Withholding Tax Under the Notes: In the event any withholding or deduction for or on account of taxes is
imposed on or is otherwise applicable to payments of interest or principal on the Notes to Noteholders the Issuer
is not obliged to gross-up or otherwise compensate Noteholders for the lesser amounts the Noteholders will
receive as a result of such withholding or deduction.
European Union Directive on Taxation of Savings Income: Under the EC Council Directive 2003/48/EC on
the taxation of savings income, Member States are required to provide to the tax authorities of another Member
State details of payments of interest (or similar income) paid by a person within its jurisdiction to an individual
resident in that other member state (the member states constituting the European Union, collectively the
“Member States” and each a “Member State”). However, for a transitional period, Belgium, Luxembourg and
Austria are instead required (unless during that period they elect otherwise) to operate a withholding system in
relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain
other agreements relating to information exchange with certain other countries). A number of non-EU countries
and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of
Switzerland) with effect from the same date. If a payment were to be made or collected through a Member State
which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that
payment, neither the relevant Issuer nor any Paying Agent nor any other person would be obliged to pay
additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is
required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax
pursuant to this Directive.
Introduction of the Euro: It is possible that, prior to the maturity of the Notes, the United Kingdom may
become a participating member state in the European Economic and Monetary Union and therefore the euro
may become the lawful currency of the United Kingdom. In that event, all amounts payable in respect of the
Notes denominated in sterling may become payable in euro and applicable provisions of law may require or
allow the Issuer to redenominate each Class of sterling denominated Notes in euro and take additional measures
in respect of such Notes. The introduction of the euro as the lawful currency of the United Kingdom may result
in the disappearance of published or displayed rates for deposits in sterling used to determine the rates of
interest on sterling denominated Notes, or changes in the way those rates are calculated, quoted, published or
displayed. The introduction of the euro could also be accompanied by a volatile interest rate environment which
could adversely affect Noteholders. It cannot be said with certainty what effect the adoption of the euro by the
United Kingdom (if it occurs) would have on investors in the Notes.
Implementation of the Basel II Framework: On 26 June 2004, the Basel Committee on Banking
Supervision (the “Basel Committee”) published the text of a new capital accord under the title Basel II:
International Convergence of Capital Measurement and Capital Standards: a Revised Framework (“Basel II”); a
revised version was published on 15 November 2005. Basel II replaces the 1988 Basel Capital Accord and
places enhanced emphasis on risk-sensitivity and market discipline. The Basel Committee has suggested that
the various approaches under the Framework should be implemented in stages, some from year-end 2006; the
most advanced at year-end 2007. National implementation dates may differ depending on the relevant
implementation process. If implemented in accordance with its current form, Basel II could affect the risk
weighting of the Notes in respect of investors which are subject to Basel II in the form of any national
legislative implementation thereof including, in respect of EU financial institution investors, via the proposed
directive, comprising the Directive 2006/48/EC of the European Parliament and of the Council of 14 June 2006
relating to the taking up and pursuit of the business of credit institutions and the Directive 2006/49/EC of the
European Parliament and of the Council of 14 June 2006 on the capital adequacy of investment firms and credit
institutions (the “Capital Requirements Directive”). Consequently, investors should consult their own
advisors as to the consequences to and effect on them of the proposed national implementation of Basel II. No
predictions can be made by the Issuer as to the precise effects of potential changes which might result if Basel II
is adopted in its current form or otherwise.
United States Tax Characterisation of the Notes: Although the Notes are denominated as debt, there is a
significant possibility that one or more classes of Notes may be treated as equity for United States federal
income tax purposes. Such a characterisation could have certain adverse tax consequences to United States
investors who hold such Notes. Noteholders who are United States persons should carefully review the
discussion of U.S. federal income tax consequences in “United States Taxation—Possible Alternative
67

Characterisation of the Notes” below and should consult their own tax advisers about the U.S. federal income
tax consequences of investing in the Notes.
Change of Law: The structure of the issue of the Notes and the ratings which are to be assigned to them are
based on English law and administrative practice in effect as at the date of this document. No assurance can be
given as to the impact of any possible change to English law or administrative practice after the date of this
document, nor can any assurance be given as to whether any such change could adversely affect the ability of
the Issuer to make payments under the Notes.
Emerging Requirements of the European Community: As part of the harmonisation of securities markets in
Europe, the European Commission has adopted a directive known as the Prospectus Directive (which was
required to be implemented by Member States by 1 July 2005) that regulates offers of securities to the public
and admissions within the trading within the E.U. (an “E.U. regulated market”). The European Commission
has also adopted Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004
(the “Transparency Directive”) (which must be implemented by Member States by the end of 2006) that,
among other things, imposes continuing financial reporting obligations on issuers that have certain types of
securities admitted to trading on an E.U. regulated market. In addition, Directive 2003/6/EC of the European
Parliament and of the Council of 28 January 2003 (the “Market Abuse Directive”) harmonises the rules on
insider trading and market manipulation in respect of securities admitted to trading on an E.U. regulated market
and requires issuers of such securities to disclose any non-public, price-sensitive information as soon as
possible, subject to certain limited exemptions. The listing of Notes on the Official List of the Irish Stock
Exchange and the admission of the Notes to trading on the regulated market of the Irish Stock Exchange would
subject the Issuer to regulation under these directives. The Trust Deed will not require the Issuer to maintain a
listing for Notes on an E.U. stock exchange if compliance with these directives (or other requirements adopted
by the European Commission or a relevant member State) is agreed by the Note Trustee to be unduly onerous.
Conflicts of Interest
General: The potential for various conflicts of interest exists with respect to the Borrower, the Loan
Arranger, the Issuer, and the offering of the Notes, including conflicts of interests among the Borrower, the
Loan Arranger, the Loan Seller, the Issuer, the Special Servicer, the Servicer, the Swap Provider and the
Manager.
Conflicts Between Loan Arranger and Issuer: Conflicts of interest between the Loan Arranger and
affiliates of the Loan Arranger that engage in the acquisition, development, operation, financing and disposition
of commercial property and the Issuer may arise because neither the Loan Arranger nor such affiliates will be
prohibited in any way from engaging in business activities similar to or in competition with those of the
Borrower. The Loan Arranger and affiliates of the Loan Arranger intend to continue to actively acquire,
develop, operate, finance and dispose of property-related assets in the ordinary course of their business. During
the course of their business activities the Loan Arranger and affiliates of the Loan Arranger may acquire, own or
sell properties or finance loans secured by properties which are in the same markets as the Properties. In such a
case, the interests of the Loan Arranger or such affiliates may differ from and compete with the interests of the
Issuer, and decisions made with respect to such assets may adversely affect the amount and timing of payments
with respect to the Notes. In addition, the Loan Arranger and its respective affiliates may have business, lending
or other relationships with, or equity investments in, obligors under loans or tenants and conflicts of interest
could arise between the interests of the Issuer and the interests of the Loan Arranger and such affiliates arising
from such business relationships.
Conflicts Between the Servicer or the Special Servicer and the Issuer: The Issuer has been advised by the
Servicer and the Special Servicer (each, a “Servicing Entity”) that each intends to continue to service existing
and new loans for third parties and its own portfolio, including loans similar to the Libra Whole Loan, in the
ordinary course of their businesses. These loans may be in the same markets or have common owners, obligors
and/or property managers as the Libra Loan and the Properties. Certain personnel of the applicable Servicing
Entity may, on behalf of such Servicing Entity, perform services with respect to the Libra Whole Loan at the
same time as they are performing services, on behalf of other persons or itself, with respect to other mortgage
loans in the same markets as the Properties securing the Libra Whole Loan. In such a case, the interests of such
Servicing Entity and its affiliates and their other clients may differ from and compete with the interests of the
Issuer and such activities may adversely affect the amount and timing of collections on the Libra Whole Loan.
In addition, affiliates of a Servicing Entity may actively engage in the financing of commercial property,
including commercial property that competes with the Properties, and may in the future have relationships,
68

including financing relationships, with the equity owners of the Borrower under the Libra Whole Loan. Such
activities and relationships may create conflicts of interest for a Servicing Entity in its servicing of the Libra
Whole Loan.
Although the potential for a conflict of interest exists in these circumstances, pursuant to the terms of the
Servicing Agreement, the Servicer and the Special Servicer have agreed to act in accordance with the Servicing
Standard which would require them to service such loans without regard to such affiliation.
Conflicts Between the Interests of the Holders of the Notes and the Controlling Class Representative: As
described herein, under certain circumstances, the Controlling Class will be entitled to appoint a Controlling
Class Representative (which may be the Controlling Class (or any member of the Controlling Class)) with
respect to the Libra Whole Loan. Prior to the Servicer or Special Servicer making certain modifications with
respect to the Libra Whole Loan, the Servicer or Special Servicer, as the case may be, will be required to obtain
the approval of the Controlling Class Representative if it is the Controlling Party.
Investors in the Notes should consider that a Controlling Class Representative may and, in certain events,
will, have interests that conflict with those of the Noteholders and may oppose actions that would benefit the
holders of the Notes. However, where there is a conflict between the opinion of the Controlling Class
Representative and the Servicer or the Special Servicer, as the case may be, the opinion of the Servicer and the
Special Servicer will prevail where in the reasonable opinion of the Servicer and the Special Servicer, there is a
conflict with the Servicing Standard and the other terms of the Servicing Agreement, notwithstanding their
consultation with a Controlling Class Representative.
Rights of the Controlling Party: The Controlling Party will have the right to remove and replace the Special
Servicer upon the occurrence of a Servicing Transfer Event and in some instances approve certain actions with
respect to the Libra Whole Loan in the event that the Libra Whole Loan becomes a Specially Serviced Loan
including, among other things, any enforcement of the Libra Whole Loan, the appointment of a receiver,
modifications, waivers and amendments of any monetary terms of the Libra Whole Loan, the release of any
security, the release of the Borrower’s obligations under the relevant Credit Agreement and actions taken on the
Properties with respect to environmental matters. The Special Servicer will not be required to follow any such
direction that would cause it to violate the Servicing Standard. There can be no assurance that any directions
provided by the Controlling Party will ultimately maximise the recovery on the Libra Whole Loan. Because the
Controlling Party will represent a junior class of Notes or a Subordinate Lender, the Controlling Party will have
interests that may conflict with those of the other Noteholders in respect of a Specially Serviced Loan.
However, notwithstanding any right of the Controlling Party to provide any direction to the Servicer or
Special Servicer, or to approve or disapprove of, or right to give direction to or to consent or withhold consent to
any action of the Servicer or Special Servicer, in no event will the Servicer or the Special Servicer, as
applicable, be obliged or permitted to take any action or refrain from taking any action that would violate any
law of any applicable jurisdiction and/or which would be, in the opinion of the Servicer or the Special Servicer,
as applicable, inconsistent with the Servicing Standard or violate any provisions of the Loan Documents or the
Senior Intercreditor Deed. In addition, neither the Servicer nor the Special Servicer shall have any liability to
any other entity for any action taken, or for refraining from taking any action, or for giving any consent, in each
case in accordance with any directions or instructions given by the Controlling Party or a Subordinate Lender to
the Servicer or, as the case may be, the Special Servicer. Where there is a conflict between the opinion of the
Controlling Party and the Servicer or Special Servicer, as applicable, the opinion of the Servicer or Special
Servicer will prevail, where, in the reasonable opinion of the Servicer or Special Servicer, as applicable, there is
a conflict with the Servicing Standard and the Loan Documents. See “Servicing—The Controlling Party”.
Conflicts Between Affiliates of the Manager and the Issuer: Conflicts of interest between affiliates of the
Manager and the Loan Arranger that engage in the acquisition, development, operation, financing and
disposition of commercial property, on one hand, and the Issuer, on the other hand, may arise because such
affiliates will not be prohibited in any way from engaging in business activities similar to or competitive with
those of the Borrower. Affiliates of the Manager and the Loan Arranger intend to continue to actively acquire,
develop, operate, finance and dispose of property-related assets in the ordinary course of their business. During
the course of their business activities, affiliates of the Manager and the Loan Arranger may acquire, own or sell
properties or finance mortgage loans secured by properties which are in the same markets as the Properties. In
such a case, the interests of such affiliates may differ from and compete with the interests of the Issuer, and
decisions made with respect to such assets may adversely affect the amount and timing of distributions with
respect to the Notes. In addition, the Manager and their respective affiliates may have business, lending or other
relationships with, or equity investments in, obligors under loans or tenants and conflicts of interest could arise
69

etween the interests of the Issuer and the interests of the Manager and such affiliates arising from such business
relationships.
The Issuer believes that the risks described above are the principal risks inherent in the transaction for
Noteholders, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
the Notes may occur for other reasons and the Issuer does not represent that the above statements regarding the
risk of holding the Notes are exhaustive. Although the Issuer believes that the various structural elements
described in this Offering Circular lessen some of these risks for Noteholders, there can be no assurance that
these measures will be sufficient to ensure payment to Noteholders of interest, principal or any other amounts
on or in connection with the Notes on a timely basis or at all.
70

THE PARTIES
Issuer
Titan Europe 2007-1 (NHP) Limited (the “Issuer”), a private company incorporated in Ireland with limited
liability under registration number 437005, whose registered office is located at First Floor, 7 Exchange Place,
International Financial Services Centre, Dublin 1, Ireland.
Loan Seller
Libra 2007 (NHP) Limited (the “Loan Seller”), a private company incorporated in Ireland with limited
liability under registration number 434998, will sell the Libra Loan to the Issuer.
Original Lender
CS Funding 1 Limited (the “Original Lender”), a private company incorporated in Jersey under
registration number 95607, whose registered office is 22 Grenville Street, St. Helier, JE4 8PX, Jersey.
The Original Lender is the original lender of the Libra Whole Loan.
Loan Arranger
Credit Suisse (the “Loan Arranger”), a corporation incorporated under the laws of Switzerland operating
by and through its London branch whose principal office is at One Cabot Square, London E14 4QJ, United
Kingdom, will make the representations and warranties contained in the Loan Sale Agreement to the Issuer.
Note Trustee
ABN AMRO Trustees Limited (the “Note Trustee”), a private company incorporated in England and
Wales with limited liability, will act as trustee for the holders of the Notes pursuant to a note trust deed (the
“Note Trust Deed”) between the Note Trustee and the Issuer to be dated on or prior to the Closing Date. The
Note Trustee’s registered office is located at 82 Bishopsgate, London EC2N 4BN, United Kingdom.
Servicer
Capmark Services Ireland Limited and Capmark Services UK Limited will act jointly (subject as otherwise
mentioned in the section of this Offering Circular entitled “Servicing”) as the “Servicer”. Both entities are
specialists in the loan servicing business. Capmark Services Ireland Limited is a limited liability company
incorporated under the laws of Ireland with registered number 315348 and operates out of its registered office at
Clonmore, Mullingar, Co. Westmeath, Ireland. Capmark Services UK Limited is a limited liability company
organised under the laws of England and Wales with registered number 3376447 and operates out of its
registered office at Norfolk House, 31 St. James’s Square, London SW1Y 4JJ, United Kingdom.
As at the date hereof, Capmark Services Ireland Limited was rated “CPS1 Minus” by Fitch and “Strong-
Outlook negative” by S&P.
Special Servicer
Capmark Services UK Limited is a specialist in the loan servicing business based in London. It is a limited
liability company organised under the laws of England and Wales with registered number 3376447. It operates
out of its registered office at Norfolk House, 31 St. James’s Square, London SW1Y 4JJ, United Kingdom.
As at the date hereof, Capmark Services UK Limited was rated “CSS2” by Fitch and “Above Average” by
S&P.
Operating Bank
ABN AMRO Bank N.V. (London Branch), a Dutch public limited liability company (naamloze
vennootschap), acting through its London branch, whose principal office is located at 82 Bishopsgate, London
EC2N 4BN, United Kingdom will act as operating bank pursuant to the Cash Management Agreement in
relation to the Collection Account (the “Operating Bank”).
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As of the date hereof, the Operating Bank had a long-term unsecured debt rating of “AA-” from S&P,
“Aa3” by Moody’s and “AA-” from Fitch and a short-term unsecured debt rating of “A-1+” from S&P, “P-1”
from Moody’s and “F1+” from Fitch.
Cash Manager, Principal Paying Agent, Agent Bank and Registrar
ABN AMRO Bank N.V. (London Branch), a Dutch public limited liability company (naamloze
vennootschap), acting through its London branch, whose principal office is located at 82 Bishopsgate, London
EC2N 4BN, United Kingdom, will be appointed as principal paying agent (the “Principal Paying Agent”),
agent bank (the “Agent Bank”) and registrar (the “Registrar”) with respect to the Notes under the Agency
Agreement, and as cash manager (the “Cash Manager”) with respect to the Issuer Accounts under the Cash
Management Agreement.
Irish Paying Agent
NCB Stockbrokers Limited (the “Irish Paying Agent”), whose registered office is located at 3 George’s
Dock, International Financial Services Centre, Dublin 1, Ireland, will be appointed as Irish Paying Agent under
the Agency Agreement.
Corporate Services Provider
Wilmington Trust SP Services (London) Limited whose registered office is at Tower 42 (Level 11)
International Financial Centre, 25 Old Broad Street, London EC2N 1HQ, United Kingdom, will be appointed as
Corporate Services Provider under the Corporate Services Agreement.
Advance Provider
Capmark Bank Europe p.l.c. of Commerzbank House, Guild Street, International Financial Services Centre,
Dublin 1, Ireland, will be the initial advance provider for the Issuer (the “Advance Provider”).
Backup Advance Provider
ABN AMRO Bank N.V. (London Branch), acting through their office located at 82 Bishopsgate, London
EC2N 4BN, United Kingdom will act as the Backup Advance Provider under the Servicing Agreement. As at
the date hereof, the long-term unsecured and unsubordinated debt rating of the Backup Advance Provider is
“AA-” from S&P, “Aa3” from Moody’s and “AA-” from Fitch, and the short-term unsecured, unsubordinated
and unguaranteed debt rating is “A-1+” from S&P, “P-1” from Moody’s and “F-1+” from Fitch.
General
Except as set out below, none of the Loan Seller, the Loan Arranger, the Original Lender, the Manager, the
Servicer, the Special Servicer, the Cash Manager, the Note Trustee, the Security Agent, the Corporate Services
Provider, the Principal Paying Agent, the Irish Paying Agent, the Agent Bank, the Advance Provider, the
Backup Advance Provider, the Registrar, the Common Depository or the Operating Bank is a subsidiary or
holding company (both as defined in Section 736 of the Companies Act 1985) of, or otherwise controls or is
controlled by, any of the others.
Notwithstanding the above statement, the ultimate parent company of both Credit Suisse Securities
(Europe) Limited and Credit Suisse International is Credit Suisse Group. Credit Suisse Group is also the parent
company of Credit Suisse which has a branch in London.
Each of the Cash Manager, Operating Bank, Agent Bank, Principal Paying Agent and Registrar is ABN
AMRO Bank N.V. (London Branch), a branch of ABN AMRO Bank N.V. ABN AMRO Trustees Limited is
incorporated with limited liability in England and Wales with registration number 2379632.
72

THE LIBRA LOAN AND PROPERTIES
General
The Issuer’s assets will consist primarily of the senior tranche (the “Libra Loan”) of the Libra Whole
Loan. The Libra Whole Loan is secured by mortgages of 294 freehold, part leasehold and part freehold and
long leasehold healthcare properties and three staff accommodation properties, located throughout the United
Kingdom and by security over all other assets of the Borrower Group. The Libra Loan has a Cut-Off Date
Securitised Loan Principal Balance of £638,000,000; the Libra Whole Loan has a Cut-Off Date Whole Loan
Principal Balance of £1,172,000,000.
The Libra Whole Loan is a floating rate mortgage loan. The Borrower under the Libra Whole Loan has
entered into an interest rate swap with respect to the Libra Whole Loan, pursuant to which the Borrower swaps
an amount based on a fixed rate for an amount based on three-month LIBOR. For a description of the interest
rate hedges, see “Description of the Swap Transactions” below.
The Issuer will cause its interests in the Libra Loan to be charged to the Note Trustee, pursuant to the Deed
of Charge and Assignment. The Servicer and the Special Servicer will service the Libra Whole Loan pursuant
to the Servicing Agreement.
Pursuant to the loan sale agreement (the “Loan Sale Agreement”) the Loan Arranger will make certain
representations and warranties to the Issuer with respect to the Libra Loan and the Related Security and may be
obliged to repurchase the Libra Loan in the event of a material breach of a representation or warranty with
respect to the Libra Loan or its Related Security. See “—Loan Sale Agreement” below. There can be no
assurance that, in the event that the Loan Arranger is obliged to repurchase the Libra Loan, it will be able to do
so. The Loan Arranger will not have any obligations with respect to the Notes other than in respect of the
representations, warranties and covenants made by it pursuant to the Loan Sale Agreement.
On and from the Closing Date, the Issuer will be the lender under the Libra Loan in place of the Loan
Seller.
Certain Loan Definitions
For purposes of the descriptions of the Libra Loan herein (and, to the extent not defined elsewhere in this
Offering Circular, for the purposes of the other sections of the Offering Circular), the defined terms have the
meanings described below.
“Accounts” means any one or more of the following accounts held in the name of the Borrower, the “Rent
Account”, the “General Account”, the “Deposit Account”, the “Capital Expenditure Reserve Account” and
the “Cash Reserve Account”, together with one or more rent collection accounts, each a “Borrower Rent
Collection Account”, to be maintained by one or more of the Obligors at a bank with a long term unsecured
debt instrument rating of “AA” (or better) by S&P and Fitch and “Aa2” (or better) by Moody’s and a minimum
short term unsecured debt instrument rating of at least “A-1+” by S&P, “P-1” by Moody’s and “F1” by Fitch.
“Affiliate” means a subsidiary, or a holding company, of a person or any other subsidiary of that holding
company.
“Allocated Loan Amount” means, with respect to each Property, the amount of the Libra Whole Loan that
is allocated to each Property in the Loan Documents. With respect to the Libra Whole Loan, the Allocated Loan
Amount has been pro rated in accordance with the respective principal balances of the Senior Debt and
Subordinate Debt. In this Offering Circular, percentages of the Properties by Allocated Loan Amount are based
on the Allocated Loan Amount under the Senior Debt’s pro rata portion of the Libra Whole Loan (pro rated in
accordance with the respective principal balances of the related senior tranche and subordinate tranche).
“Annualised Base Rent” is calculated by multiplying the contractual quarterly base rent by four, as of the
point in time for which occupancy under an Occupational Lease was calculated for the related Property, as
reflected in the Valuation Report and/or rent schedules provided by the Borrower in connection with the
origination and around the Cut-Off Date.
“Average Annualised Base Rent per Registered Bed” is calculated by dividing Annualised Base Rent by
the total number of Registered Beds.
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“Borrower” means the borrower under the Libra Whole Loan, a limited liability a company incorporated in
the Cayman Islands.
“Borrower Group” means, together:
(a) the Borrower, one direct subsidiary of the Borrower, two indirect subsidiaries of the Borrower (each of
which are Guarantors) and three indirect subsidiaries of the Borrower (each of which are Property
Owners), each incorporated in the Cayman Islands;
(b) four indirect subsidiaries of the Borrower (each of which is a Property Owner) and two indirect
subsidiaries of the Borrower (each of which is a Guarantor), incorporated in Jersey; and
(c) eight indirect subsidiaries of the Borrower (each of which is a Property Owner) and 17 indirect
subsidiaries of the Borrower (each of which is a Guarantor), incorporated in England and/or tax
resident in the United Kingdom, and
as indicated in the Borrower Group Structure Chart below.
“Borrower Rent Collection Account” means each rent collection account owned and/or maintained by the
relevant Obligor into which Rental Income is paid.
“Break Costs” means, in respect of any prepayment of the Libra Whole Loan, amounts representing the
shortfall in the full amount of interest that would otherwise have been received on the Libra Whole Loan at the
end of the applicable Loan Interest Accrual Period, to the extent that such shortfall will not be recovered by
placing an amount equal to that of the prepayment on deposit with a leading bank in the appropriate interbank
market for a period commencing on the Loan Business Day following receipt of the prepayment and ending on
the last day of the applicable Loan Interest Accrual Period.
“Care Contract” means the contracts entered into from time to time by one or all of the Obligors with local
authorities, local health authorities, the Department of Social Security or with private residents (or a
combination of them) for the provision of residential and nursing care services to the residents of a care home.
“Cash Reserve” means, at any time, the balance standing to the credit of the Cash Reserve Account at that
time. As at 26 April 2007, the balance of the Cash Reserve Account was £17,476,993.61.
“Certificates of Title” means Initial Certificates of Title together with Subsequent Certificates of Title.
“Credit Agreement” means the £1,172,000,000 term loan facility agreement, dated 15 January 2007,
among, inter alios, the Borrower, the Guarantors, CS Funding 1 Limited, as original lender, and Credit Suisse,
London Branch, as security agent, pursuant to which the Libra Whole Loan was made.
“Cut-Off Date” means 15 April 2007.
“Cut-Off Date Allocated Loan Amount” means for each Property the Allocated Loan Amount of such
Property as of the Cut-Off Date.
“Cut-Off Date Secured Subordinate Debt Principal Balance” means with respect to the Libra Whole
Loan, the principal balance of the Subordinate Debt as at the Cut-Off Date.
“Cut-Off Date Securitised Loan LTV” means the Cut-Off Date Securitised Loan Principal Balance
divided by the aggregate Value of the Properties securing the Libra Loan as set forth in the Valuation Report.
“Cut-Off Date Securitised Loan Principal Balance” means the outstanding principal balance of the Libra
Loan as of the Cut-Off Date.
“Cut-Off Date Whole Loan LTV” means the Cut-Off Date Whole Loan Principal Balance divided by the
aggregate Value of the Properties securing the Libra Whole Loan as set forth in the Valuation Report.
“Cut-Off Date Whole Loan Principal Balance” means the outstanding principal balance of the Libra
Whole Loan as of the Cut-Off Date.
“Dangerous Substance” means any radioactive emissions and any natural or artificial substance (whether
in the form of a solid, liquid, gas or vapour) the generation, transportation, storage, treatment, use or disposal of
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which (whether alone or in combination with any other substance) and including (without limitation) any
controlled, special, hazardous, toxic, radioactive or dangerous waste, is capable of causing harm to any living
organism or damaging the Environment or public health.
“Default” means:
(a) a Loan Event of Default; or
(b) an event which would be (with the expiry of a grace period, the giving of notice or the making of any
determination under the Loan Documents or any combination of them) a Loan Event of Default.
“Due Date” means 15 th January, 15 th April, 15 th July and 15 th October in each year and the Loan Maturity
Date, with the first Due Date being 15 July 2007. If, however, any such day is not a Loan Business Day under
the Libra Whole Loan, the Due Date will instead be the next Loan Business Day in that calendar month (if there
is one) or the preceding Loan Business Day under the Libra Whole Loan (if there is not).
“Duty of Care Agreement” means the duty of care agreement dated on or about the date of the Credit
Agreement amongst Propco 10 (in its capacity as the Managing Agent), each other Property Owner, the
Borrower, and the Security Agent, and any other duty of care agreement between a managing agent and the
Security Agent.
“Engineering Report” means any or all of the condition overview reports prepared by King Sturge LLP
relating to inspections carried out between 22 November 2006 and 12 December 2006, of a sample number of
50 of the Properties.
“Environment” means all, or any of, the following media: the air (including, without limitation, the air
within buildings and the air within other natural or man-made structures above or below ground), water
(including, without limitation, ground and surface water) and land (including, without limitation, surface and
sub-surface soil).
“Environmental Approval” means any authorisation required by any Environmental Law.
“Environmental Claim” means any claim by any person:
(a) in respect of any loss or liability suffered or incurred by that person as a result of or in connection with
any violation of Environmental Law; or
(b) that arises as a result of or in connection with Environmental Contamination and that is capable of
giving rise to any remedy or penalty (whether interim or final) that may be enforced or assessed by
private or public legal action or administrative order or proceedings including, without limitation, any
such claim that arises from injury to persons or property.
“Environmental Contamination” means each of the following and their consequences:
(a) any release, emission, leakage or spillage of any Dangerous Substance at or from any Property into any
part of the Environment;
(b) any accident, fire, explosion or sudden event at any Property which is directly caused by or attributable
to any Dangerous Substance; or
(c) any other pollution of the Environment arising at or from any Property.
“Environmental Law” means all laws and regulations concerning pollution, the Environment or
Dangerous Substances.
“Environmental Report” means the report prepared by WSP Environmental UK dated January 2007 and
containing an environmental due diligence of the Properties.
“Facility” means the credit facility made available pursuant to the Credit Agreement, in the aggregate
amount of £1,172,000,000.
“Finance Party” means a Lender, the Swap Provider or the Security Agent.
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“Guarantee and Subordination Deed” means the guarantee and subordination deed dated 15 January
2007 between the Shareholder, the Borrower, each Guarantor, the agent under the PIK Facility Loan and the
Security Agent.
“Guarantor” means each guarantor under the Guarantee and Subordination Deed, each being a member of
the Borrower Group other than the Borrower, and as indicated in the Borrower Group Structure Chart below.
“Hedging Arrangement” means any interest hedging arrangement entered into by the Borrower in
connection with interest payable under the Credit Agreement and the forward-starting seven year swap entered
into by the Borrower on the date of the Credit Agreement to hedge the refinancing risk of the Libra Whole Loan
after the extended Loan Maturity Date.
“Increased Cost” means:
(a) an additional or increased cost;
(b) a reduction in the rate of return from a Facility or on the Facility’s overall capital; or
(c) a reduction of an amount due and payable under any Loan Document,
which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to
that Finance Party having entered into any Loan Document or funding or performing its obligations under any
Loan Document.
“Initial Certificates of Title” means 78 certificates of title in relation to 55 Properties located in England
and Wales, 18 Properties located in Scotland and 5 Properties located in Northern Ireland which were the
subject of the Legal Overview Reports.
“Initial Loan Balance” means the Cut-Off Date Securitised Loan Principal Balance of the Libra Loan.
“Interest Cover” means, at any time, and in relation to the Libra Whole Loan projected annual rental as a
percentage of projected annual finance costs at that time. For the purposes of this definition:
(a) “projected annual finance costs” means an estimate by the Security Agent, acting reasonably, of the
aggregate amount payable to the Finance Parties (excluding scheduled principal repayments) under the
Loan Documents during any year in respect of which the Security Agent has estimated projected
annual rental;
(b) “projected annual rental” means an estimate by the Security Agent, acting reasonably, as at any date,
of the passing net rental income that will be received by a member of the Borrower Group in
connection with the letting of any part of a Property during the year commencing on that date
aggregated with amounts on deposit in the Cash Reserve as at that date;
(c) in determining projected annual finance costs the Security Agent will take into account any amount
payable or receivable by the Borrower during the relevant year under any hedging arrangements; and
(d) in determining projected annual rental:
(i) a break clause under any lease will be deemed to be exercised at the earliest date available to the
relevant tenant;
(ii) net rental income will be ignored unless payable under an unconditional and binding lease in
respect of the healthcare properties;
(iii) turnover rents for the relevant period will be taken to be £814,476 unless the turnover rents for the
immediately preceding period of calculation of Interest Cover were less than £814,476, in which
case turnover rents will only be included to the extent of the actual turnover rents for such
immediately preceding period;
(iv) potential net rental income increases as a result of rent reviews will be ignored other than where
there are fixed rental increases under the relevant leases;
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(v) projected net rental income payable by a tenant that is more than one month in arrears on its rental
payments will be ignored;
(vi) projected net rental income will be reduced by the amounts (together with any related value added
or similar taxes) of headlease rent, rates, service charges, insurance premia, maintenance and other
outgoings with respect to a Property to the extent that any of those items are not fully funded
directly or reimbursed by the tenants under the leases; and
(vii) projected net rental income for any period will be reduced by the amount of any approved
management fee for that period pursuant to the Credit Agreement.
“Jersey Security Interest” means any security interest that is granted in accordance with the Security
Interests (Jersey) Law 1983, as amended.
“Legal Overview Commentary” means each legal overview commentary prepared in relation to real estate
due diligence by solicitors in England and Wales, Scotland and Northern Ireland respectively and dated on or
about 2 March 2006.
“Legal Overview Report” means each legal overview report relating to the Initial Certificates of Title and
issued on 24 February 2006 by solicitors in England and Wales, Scotland and Northern Ireland.
“Lenders” means, collectively, the Issuer and the Subordinate Lenders and “Lender” means any lender,
from time to time, under the Credit Agreement.
“Libra Loan U/W ICR” and “Libra Loan U/W DSCR” mean, with respect to the Libra Loan, the U/W
NOI divided by that portion of total interest or debt service payable on the Libra Loan; provided that debt
service for any such calculation will include any scheduled amortisation (if any) and will not include any
amortisation to occur by manner of excess cash flow or otherwise. For the purposes of this calculation, LIBOR
is assumed to be 4.8130 per cent., which is equivalent to the fixed rate payable by the Borrower under the
related Swap Transaction.
“Libra Whole Loan” means the whole loan, originated by the Original Lender pursuant to the terms of the
Credit Agreement with a Cut-Off Date Whole Loan Principal Balance of £1,172,000,000; such whole loan being
tranched, pursuant to the Senior Intercreditor Deed, into seven separate tranches, being the Libra Loan, having a
Cut-Off Date Securitised Loan Principal Balance of £638,000,000, the B0-1 Loan, having a Cut-Off Date
Secured Subordinate Debt Principal Balance of £100,000,000, the B0-2 Loan, having a Cut-Off Date Secured
Subordinate Debt Principal Balance of £198,838,700, the B1 Loan, having a Cut-Off Date Secured Subordinate
Debt Principal Balance of £54,000,000, the B2 Loan, having a Cut-Off Date Secured Subordinate Debt Principal
Balance of £66,000,000, the B3 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of
£63,000,000 and the B4 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of
£52,161,300.
“Libra Whole Loan LTV” means, at any time, the Libra Whole Loan plus or minus the then applicable
mid-market value of the Hedging Arrangements (as appropriate depending on whether the Hedging
Arrangements were “out of the money” or “in the money” for the Borrower on the date of the relevant
calculation of such mid-market value) expressed as a percentage of the value of the Properties (determined in
accordance with the most recent valuation at that time). For these purposes the mid-market value of the Hedging
Arrangements shall be determined by the Security Agent on each Interest Payment Date and the applicable midmarket
value of the Hedging Arrangements for the purposes of any calculation of the Libra Whole Loan LTV at
any time shall be the mid-market value as so determined on the then most recent Interest Payment Date. For the
purposes of calculations in this Offering Circular the applicable mid-market value of the Hedging Arrangements
at any time have not been incorporated.
“Libra Whole Loan U/W ICR” and “Libra Whole Loan U/W DSCR” mean, with respect to the Libra
Whole Loan, the U/W NOI divided by that portion of total interest or debt service payable on the Libra Whole
Loan; provided that: (i) Interest Cover calculations in relation to the Libra Whole Loan may include amounts on
deposit in the Cash Reserve Account to the extent required to maintain a minimum Interest Cover under the
Libra Whole Loan of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal
repayment); and (ii) debt service for any such calculation will include any scheduled amortisation (if any) and
will not include any amortisation to occur by manner of excess cash flow or otherwise. For the purposes of this
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calculation, LIBOR is assumed to be 4.8130 per cent., which is equivalent to the fixed rate payable by the
Borrower under the related Swap Transaction.
“Loan Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for
general business in London.
“Loan Document” means:
(a) the Credit Agreement;
(b) a Security Agreement;
(c) any Hedging Arrangement;
(d) the Guarantee and Subordination Deed;
(e) the Duty of Care Agreement; or
(f) any other document designated as such by the Security Agent and the Borrower,
together, the “Loan Documents”.
“Loan Event of Default” means, in respect of the Libra Whole Loan, an event of default (howsoever
described) under the Credit Agreement.
“Loan Interest Accrual Period” means:
(a) in relation to the Libra Whole Loan, each successive period commencing on and including a Due Date
and ending on the next Due Date to occur; and
(b) in relation to any unpaid sum, each period determined in accordance with the Credit Agreement,
and for the purposes of calculating the amount of interest due in relation to any Loan Interest Accrual
Period, the days comprising that Loan Interest Accrual Period shall include the day on which the Loan Interest
Accrual Period starts but shall exclude the day on which such Loan Interest Accrual Period ends.
“Loan LIBOR” has the meaning, in relation to the Libra Whole Loan or any unpaid sum under a Loan
Document on which interest for a given period is to accrue, given to the term LIBOR as defined in the Credit
Agreement. For the purposes of certain calculations in this document, LIBOR is assumed to be 4.8130 per cent.,
which is equivalent to the fixed rate payable by the Borrower under the related Swap Transaction.
“Loan Maturity Date” means, subject to any extension, 15 January 2009, or, upon extension, 15 January
2010 (or, if that is not a Loan Business Day, the immediately succeeding Loan Business Day).
“Loan Representative” means, in relation to any Loan, any party identified to the Security Agent as
representative of the Lenders participating in that Loan.
“Management Agreement” means any agreement under which a managing agent is appointed (including
each Asset Administration Agreement entered into by Propco 10 in its capacity as Managing Agent with one or
more members of the Borrower Group on each of 10 April 1997, 15 February 1999 and 16 November 1999).
“Managing Agent” means Propco 10, in its capacity as managing agent or property manager of the
Properties pursuant each of the Management Agreements, or any other managing agent appointed by a Property
Owner with the prior consent if, and on terms approved by, the Lenders.
“Material Adverse Effect” means a material adverse effect on:
(a) the business or financial condition of the Borrower Group as a whole;
(b) the ability of any Obligor to perform its obligations under any Loan Document;
(c) the validity or enforceability of any Loan Document; or
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(d) any right or remedy of a Finance Party in respect of a Loan Document.
“Mortgage” means a security interest in land created by a written instrument securing the payment of a
debt owed by the Borrower to the Security Agent, granting the Security Agent first ranking legal mortgage or (in
Scotland) standard security or other preferential right over the relevant property and the related liquidation
proceeds upon enforcement.
“Mortgage of Shares” means any mortgage, or pledge of, or security interest in, shares in the capital of the
Obligors securing the obligations of the Obligors in respect of the Libra Whole Loan.
“Net Value” means with respect to a Property or Properties, the gross value minus purchase costs, as set
forth in the Valuation Report.
“Obligor” means the Borrower and each Guarantor.
“Occupational Lease” means any lease or licence or other right of occupation or right to receive rent to
which a Property may at any time be subject (but excluding any natural person’s right to occupy a Property
arising under or as a result of a Care Contract or other right of occupation of a patient or resident of a care
home).
“Overriding Lease” means those leases granted by the relevant freeholder or long leaseholder member of
the Borrower Group to each of (i) Propco 6 in respect of 93 Properties located in England and Wales and nine
Properties located in Scotland, representing respectively, 32.6 per cent. and 4.0 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; (ii) Propco
7 in respect of 62 Properties located in England and Wales and 21 Properties located in Scotland, representing
respectively, 16.6 per cent. and 9.3 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon
the aggregate Cut-Off Date Allocated Loan Amount; (iii) Propco 9 in respect of 30 Properties located in
England and Wales and five Properties located in Scotland, representing respectively, 7.0 per cent. and 1.9 per
cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated
Loan Amount; (iv) Propco 8 in respect of 19 Properties located in England and one Property located in Scotland,
representing respectively, 7.7 per cent. and 0.4 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount; and (v) Propco 14 in respect of one Property
located in Northern Ireland, representing 0.2 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount.
“Overview Report” means collectively the Legal Overview Commentaries and the Legal Overview
Reports.
“PIK Facility Borrower” means the Shareholder.
“PIK Facility Finance Documents” means the finance documents as defined in the PIK Facility Loan
Agreement.
“PIK Facility Finance Parties” means the Finance Parties as defined in the PIK Facility Loan Agreement.
“PIK Facility Lender” means the holder of the PIK Facility Loan.
“PIK Facility Loan” means the principal amount of the borrowing under the PIK Facility Loan Agreement
or the principal amount outstanding of that borrowing.
“PIK Facility Loan Agreement” means the £70,000,000 term loan facility agreement dated on or about 15
January 2007 between the PIK Facility Finance Parties and the Shareholder as Borrower.
“Prepayment Charge” means, for the Libra Whole Loan, a payment required to be made solely as a
condition to the making of a prepayment, such as a prepayment premium or spread maintenance or yield
maintenance but excluding any Break Costs and provided that such payment shall only be deemed to be a
Prepayment Charge to the extent it exceeds amounts due, at the time the payment is made, in respect of principal
or interest under the Libra Whole Loan.
“Principal Tenant” means Affiliates of Southern Cross Healthcare Group PLC and its Subsidiaries.
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“Property” means each property held by a Property Owner either freehold or leasehold and, where the
context so requires, includes the buildings on each Property.
“Property Owner” or “Property Owners” means any of the following companies incorporated in England
and Wales, Jersey or in the Cayman Islands:
(a) “Propco 1” a limited liability company incorporated under the laws of England and Wales which owns
20 freehold Properties located in England and Wales and four freehold Properties located in Scotland;
(b) “Propco 2” a limited liability company incorporated under the laws of England and Wales which owns
83 freehold Properties and two leasehold Properties located in England and Wales and 22 freehold
Properties and one leasehold Property located in Scotland;
(c) “Propco 3” a limited liability company incorporated under the laws of England and Wales which owns
95 freehold Properties and three leasehold Properties and one part freehold and part leasehold Property
located in England and Wales and eight freehold Properties located in Scotland;
(d) “Propco 4” a limited liability company incorporated under the laws of the Cayman Islands which owns
all shares in Propco 6 and Propco 8;
(e) “Propco 5” a limited liability company incorporated under the laws of the Cayman Islands which owns
all shares in Propco 7 and Propco 9;
(f) “Propco 6” a limited liability company incorporated under the laws of Jersey which owns Overriding
Leases of 93 Properties located in England and Wales and nine Properties located in Scotland;
(g) “Propco 7” a limited liability company incorporated under the laws of Jersey which owns Overriding
Leases of 62 Properties located in England and Wales and 21 Properties located in Scotland;
(h) “Propco 8” a limited liability company incorporated under the laws of Jersey which owns Overriding
Leases of 19 Properties located in England and one Property located in Scotland;
(i) “Propco 9” a limited liability company incorporated under the laws of Jersey which owns Overriding
Leases of 30 Properties located in England and Wales and five Properties located in Scotland;
(j) “Propco 10” a limited liability company incorporated under the laws of England and Wales which
owns one freehold Property located in England;
(k) “Propco 11” a limited liability company incorporated under the laws of England and Wales which
owns eight freehold Properties located in England and Wales and two freehold Properties, one
leasehold Property and one part freehold and part leasehold Property located in Northern Ireland and
four freehold Properties located in Scotland. In addition, Propco 11 owns one freehold Property in
Scotland jointly with Propco 13. This Property has an adjoining land parcel;
(l) “Propco 12” a limited liability company incorporated under the laws of England and Wales which
owns 30 freehold Properties located in England and Wales and one freehold Property located in
Scotland and five freehold Properties located in Northern Ireland;
(m) “Propco 13” a limited liability company incorporated under the laws of England and Wales which
owns two freehold Properties located in England and one freehold Property located in Scotland. In
addition, Propco 13 owns one freehold Property in Scotland jointly with Propco 11. This property has
an adjoining land parcel;
(n) “Propco 14” a limited liability company incorporated under the laws of the Cayman Islands which
owns an Overriding Lease of one freehold Property located in Northern Ireland; and
(o) “Propco 15” a limited liability company incorporated under the laws of England and Wales which
owns one freehold Property located in England,
and, together with any one or more other Property Owner, the “Property Owners”.
“Registered Beds” means the number of beds for individuals for whom residential care may be provided at
the relevant Property, based on the total number of rooms, and pursuant to the relevant registration under the
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Care Standards Act 2000 (for Properties in England and Wales), the Regulation of Care (Scotland) Act 2001
(for Properties in Scotland) and the Registered Homes (Northern Ireland) Order 1992 (for Properties in Northern
Ireland), as applicable.
“Related Security” means any Security Agreements, Mortgages of Shares, Guarantee and Subordination
Deed and other security agreements securing the Libra Whole Loan.
“Rental Income” means all amounts (howsoever described, including contributions required to be made by
the tenant in connection with upkeep and insurance) payable pursuant to the Occupational Leases in respect of
any Property.
“Report on Title” means any Overview Report or Certificate of Title supplied to the Lenders, as a
condition precedent or subsequent (as the case may be) under the Credit Agreement, on or before the first
Utilisation Date.
“Requisite Rating” means a person with long or short term (as appropriate) unsecured debt instruments in
issue which are neither subordinated nor guaranteed and which meet the following requirements:
(a) in relation to a bank at which an Account is held or the Managing Agent’s trust account into which net
rental income is to be paid, a long term unsecured debt instrument rating of “AA” (or better) by S&P
and Fitch and “Aa2” (or better) by Moody’s and a minimum short term unsecured debt instrument
rating of at least “A-1+” by S&P, “P-1” by Moody’s and “F1” by Fitch;
(b) in relation to the Swap Provider or a person guaranteeing the obligations of the Swap Provider, a long
term unsecured debt instrument rating of “A+” (or better) by S&P and Fitch and “A1” (or better) by
Moody’s and a minimum short term unsecured debt instrument rating of at least “A-1+” by S&P, “F1”
by Fitch and “P-1” by Moody’s; and
(c) in relation to an insurance company or underwriter, a long term unsecured debt instrument rating of
“A” (or better) by S&P and Fitch and “A2” (or better) by Moody’s.
“Security” means a mortgage, charge, standard security, assignation, agreement, pledge, lien or other
security interest securing any obligation of any person or any other agreement or arrangement having a similar
effect.
“Security Agreement” means any security agreement (howsoever described) pursuant to which the
Obligors have created, inter alia, Mortgages over the relevant Properties, and/or Mortgages or security interests
over any shares in the property owning companies, assignations of rents and floating charges in favour of the
Lender and/or the Security Agent to secure their respective obligations under the Libra Whole Loan.
“Shareholder” means the limited liability company incorporated in the Cayman Islands which owns 100
per cent. of the issued share capital of the Borrower.
“Shareholder Loan” means a loan made by the Shareholder to the Borrower.
“Subordinated Loan” means a loan made by an Obligor to another Obligor or a Shareholder Loan, in each
case which is subordinated to the Libra Loan pursuant to the Guarantee and Subordination Deed.
“Subsequent Certificates of Title” means the 10 certificates of title in relation to 9 Properties located in
England and Wales, and 1 Property located in Scotland which were prepared as a condition subsequent to the
origination of the Libra Whole Loan.
“Subsidiary” means an entity of which a person has direct or indirect control or owns directly or indirectly
more than 50 per cent. of the voting capital or similar right of ownership and control for this purpose means the
power to direct the management and the policies of the entity whether through the ownership of voting capital,
by contract or otherwise.
“Tenant” means the occupier from time to time of any part of any Property pursuant to any Occupational
Lease thereof.
“U/W DSCR” means the underwritten debt service coverage ratio.
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“U/W ICR” means the underwritten interest coverage ratio.
“U/W Net Operating Income” or “U/W NOI” means the annual gross income of the Borrower and/or the
Property Owners, (including rental income and income from other related sources, including expense
reimbursements), as derived from rent rolls, financial statements, the Valuation or management accounts as of
the most recently available date prior to the date hereof, minus certain non-recoverable expenses (such as
approved management fees, reserve deposits and operating expenses) as derived from the Valuation Report,
Borrower’s reports and the Loan Arranger’s experience underwriting other loans. In some cases, gross income
may not correspond to the total rent under the rent roll for the relevant period due to the timing of payments;
rental income may be based upon annualised quarterly or monthly rent, or upon procedures agreed between the
Loan Arranger and their accountants or the relevant valuer or a combination of such methods. For the
calculation of the Libra Whole Loan U/W ICR and Libra Whole Loan U/W DSCR, U/W NOI may include
amounts on deposit in the Cash Reserve Account to the extent required to maintain the minimum required
Interest Cover of 1.05x under the Libra Whole Loan (and resulting in a Libra Whole Loan U/W DSCR of 1.00x
based on no principal repayment).
“UK” means the United Kingdom of Great Britain and Northern Ireland.
“Utilisation Date” means, with respect to the Libra Whole Loan, 15 January 2007.
“Valuation Report” means the valuation of the Properties (being 50 sample property inspections and 187
external inspections) prepared by the Valuer on the basis of the market value as that term is defined in the then
current RICS Appraisal and Valuation Standards issued by the Royal Institution of Chartered Surveyors. A
copy of the Valuation Report for the Properties is included on the CD-ROM distributed contemporaneously with
this Offering Circular.
“Value” or “Valuation” means the Net Value of such Properties as set forth in the Valuation Report.
“Valuer” means King Sturge LLP.
“Yield Maintenance Premium” means a form of prepayment consideration payable in connection with
any voluntary or involuntary principal prepayment that is calculated pursuant to a yield maintenance formula,
including any minimum amount equal to a specified percentage, which in some cases may vary, of the amount
prepaid. In relation to the Libra Whole Loan, this shall be calculated as the present value of the interest
payments which would have been due for the period from (and including) the date of prepayment through (and
including) the Loan Maturity Date had interest accrued on such principal amount at a rate equal to 1.5000 per
cent. per annum (the “Libra Expected Interest Payments”) and determined by discounting the Libra Expected
Interest Payments at the LIBOR swap rate for an instrument having a term most nearly approximating the period
from (and including) the prepayment date through (and including) the Loan Maturity Date.
Underwriting of the Libra Whole Loan
In connection with the origination of the Libra Whole Loan, the Loan Arranger evaluated the corresponding
Properties in a manner generally consistent with the applicable standards described below. The due diligence
procedures that were undertaken are those that would customarily be undertaken by a prudent lender making
loans secured on commercial properties of the type comprising the Properties, so as to evaluate the Borrower’s
ability to service its obligations under the Libra Whole Loan and so as to analyse the quality of the Properties.
In order to do this, an analysis of the contractual cashflows and the overall quality of the real estate was
undertaken by or on behalf of the Loan Arranger. Risk was assessed by stressing the cashflows derived from
the tenant of the Properties from time to time and the risks associated with refinancing the amount due upon the
maturity of the Facility.
Property Title Investigation: 88 Certificates of Title, relating to 88 Properties, collectively representing
40.3 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date
Allocated Loan Amount, were prepared, in order to verify that the relevant Property Owners have good title to
the relevant Properties, free from any encumbrances or other matters which would be considered to be of a
material adverse nature, in relation to a sample of: 64 Properties located in England and Wales (representing
28.9 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date
Allocated Loan Amount); 19 Properties located in Scotland (representing 9.4 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount); and five
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Properties located in Northern Ireland (representing 1.9 per cent. of the Cut-Off Date Securitised Loan Principal
Balance based upon the aggregate Cut-Off Date Allocated Loan Amount) (the “Certificates of Title”).
The Initial Certificates of Title were the subject of legal overview reports prepared on or about 24 February
2006 by lawyers in each of England, Scotland and Northern Ireland (the “Legal Overview Reports”). The
Legal Overview Reports were the subject of legal overview commentaries prepared by lawyers in each of
England, Scotland and Northern Ireland and issued on or about 2 March 2006 (each, a “Legal Overview
Commentary”).
The Certificates of Title were in an institutionally acceptable form which prescribes comprehensive
information relating to each Property to be set out. The Overview Reports contained relevant information in
relation to each Property. The Borrower’s counsel provided an executive summary of title to the Loan Arranger
for their review.
Environmental Report: At or about the time of origination of the Libra Whole Loan, the Environmental
Report was prepared by a third-party environmental consultant with respect to each Property. The
Environmental Report consisted of a desktop review of publicly available information or documentation
concerning the environmental conditions of the Properties and where it was considered necessary, consultations
with environmental regulators, and did not include site visits or visual inspections of the related Properties. The
purpose of the Environmental Report was to identify, to the extent reasonably possible and based upon
reasonably available information, any adverse environmental conditions and potential liabilities resulting from
potentially contaminative former land uses on the site or other significant potential contaminative land uses in
the vicinity of the site, either currently or historically. However, there can be no assurance that the
Environmental Report as with respect to any particular Property necessarily covers all potential environmental
issues. See “Risk Factors—Loan Related Risks—Environmental Risks” above.
The information contained in this Offering Circular regarding environmental conditions at the Properties is
based upon the Environmental Report referred to above and has not been independently verified by the Issuer,
the Manager, the Loan Arranger, the Original Lender, the Loan Seller, the Servicer, the Special Servicer, the
Note Trustee or the affiliates of any of these parties. There can be no assurance that the Environmental Report
identified all environmental conditions and risks at the Properties or whether any such environmental condition
or risk will have a material adverse effect on the value of or cash flow from one or more of those Properties.
Engineering Report: Inspections of a sample of 50 Properties were conducted by appropriately qualified
engineers or chartered surveyors. Such inspections were generally commissioned to assess the structure,
exterior walls, roofing, interior construction mechanical and electrical systems and general conditions of the site,
buildings and other improvements located at each of the sample properties. The resulting Engineering Report of
the inspecting engineers or, as the case may be, surveyors indicated, where appropriate, a variety of deferred
maintenance items and recommended capital improvements with respect to each relevant Property, as well as
the estimated cost of such items and improvements. In each instance, the Loan Arranger either determined that
such material items and improvements were being addressed by the related Property Owner in a satisfactory
manner, or required that they be addressed post-closing and, in cases in which the estimated costs of such items
and repairs was significant, that reserves be established to cover the related costs. See “—Certain Terms of the
Libra Whole Loan” below for descriptions of the reserves or other security provided for deferred maintenance
and capital improvements related to certain Properties.
Property Management: The manager for each Property is Propco 10 (the “Managing Agent”), which was
approved by the Loan Arranger in connection with the origination of the Libra Whole Loan. Generally, a
managing agent is responsible for, among other things, enforcement of the applicable Property Owner’s rights
under the Occupational Leases, maintenance and repairs to the applicable properties, and communicating with
the Property Owner concerning the operation of the properties. A managing agent is responsible for planning
and implementing an operating structure, which will include collection of rent and service charge, and ensuring
that maintenance and capital improvements are carried out in a timely fashion. For additional information on
each management agreement, see the loan description under “—Certain Terms of the Libra Whole Loan” below.
See also “Risk Factors—Loan Related Risks—Risks Related to Property Management” above.
Valuations: Prior to the origination of the Libra Whole Loan, the Valuer conducted a valuation of the
portfolio of Properties in order to establish the approximate value of the property portfolio and prepared a
valuation report, dated 31 January 2007. The Valuation is the basis for the valuation figures contained within
this Offering Circular.
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The Valuations contained in the Valuation Report represent the analysis and opinions of the Valuer at the
date of the Valuation Report, have not been updated following origination and are not guarantees of, and may
not be indicative of, present or future value. In each case there can be no assurance that another valuer would
not have arrived at a different Valuation, even if such valuer used the same general approach to and same
method of valuing the Property. In addition, Valuations seek to establish the value of a Property in an “arm’s
length” transaction carried out between a willing buyer and a willing seller with the property being exposed to
the open market but taking account only of its existing use, without adding any potential increase in value if
redeveloped in the future. Such amount could be significantly higher than the amount obtained from the sale of
a property under a distress or liquidation sale. See “Risk Factors—Loan Related Risks—Limitations of
Valuations” above.
In addition, market values of commercial real estate, and market rental rates for space in such types of
properties fluctuate from time to time. Some of the values of the Properties reflect a general appreciation in
market values of commercial real estate in the locations of such properties and would be expected to likewise
reflect a general decline in such market values during a recession.
Furthermore, in most cases, the valuation was conducted in connection with origination and prior to the
commencement of planned repairs and renovations or any planned capital improvements and/or the
implementation of new management policies. Neither the Issuer nor the Loan Arranger has prepared or
obtained a separate independent valuation or revaluation or otherwise confirmed the values set forth in the
Valuation Report.
Occupancy Statements, Operating Statements and Other Data: The Loan Arranger took steps to review, to
the extent available or applicable, Borrower-provided rent rolls, leases, and related information or statements of
occupancy rates, market data, financial data, operating statements and receipts for insurance premia, among
other things.
Obligors Under the Libra Whole Loan
The Borrower is a wholly owned subsidiary of another company incorporated in the Cayman Islands with
limited liability, (the “Shareholder” or, in its capacity as borrower under the PIK Facility Loan, the “PIK
Facility Borrower”). “Guarantor 1”, is a limited liability company incorporated in the Cayman Islands, and is
the direct subsidiary of the Borrower through which the PIK Facility Borrower indirectly, and the Borrower
directly, own the entire issued share capital of each of the limited liability companies indicated on the chart
below. Each of those companies whose name commences with ‘Guarantor’ and is followed by a number in the
chart below is a guarantor of the obligations of the Borrower under the Credit Agreement, and of the PIK
Facility Borrower under the PIK Facility Loan Agreement, each of the Property Owners is also a guarantor of
the obligations of the Borrower under the Credit Agreement and the PIK Facility Borrower under the PIK
Facility Loan Agreement (each a “Guarantor”, and, together, the “Guarantors”). Collectively, the Borrower
and the Guarantors are the “Obligors” of the obligations of the Borrower under the Credit Agreement.
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Borrower Group Structure Chart (1)
Key:
UK Cos (including tax
residents)
Cayman Cos
Jersey Cos
Structural Mezzanine Borrower
(Cayman Islands) (UK tax resident)
Borrower (2)
(Cayman Islands) (UK tax resident)
Propco 2
(England) (UK tax resident)
(Guarantor and Propco)
Guarantor 2
(England) (UK tax resident)
(Guarantor)
Guarantor 1
(Cayman Islands)
(Guarantor)
Propco 3
(England) (UK tax resident)
(Guarantor and Propco)
Guarantor 4
(England)(UK tax resident)
(Guarantor)
Guarantor 3
(Cayman Islands)
(Guarantor)
Propco 4
(Cayman Islands)
(UK tax resident)
(Guarantor and Propco)
Propco 7
(Jersey)
(UK tax resident)
(Guarantor and Propco)
Propco 9
(Jersey)
(UK tax resident)
(Guarantor and Propco)
Propco 5
(Cayman Islands)
(UK tax resident)
(Guarantor and Propco)
Propco 6
(Jersey)
(UK tax resident)
(Guarantor and Propco)
Propco 8
(Jersey)
(UK tax resident)
(Guarantor and Propco)
Guarantor 5 (3)
(Cayman Islands)
(Guarantor)
Guarantor 6
(England) (UK tax resident)
(Guarantor)
Guarantor 7
(England) (UK tax resident)
(Guarantor)
Guarantor 9
(England) (UK tax resident)
(Guarantor)
Guarantor 8
(England) (UK tax resident)
(Guarantor)
Guarantor 10
(England) (UK tax resident)
(Guarantor)
Propco 1
(England) (UK tax resident)
(Guarantor and Propco)
Propco 10
(England) (UK tax resident)
(Guarantor and Propco)
Propco 11
(England) (UK tax resident)
(Guarantor and Propco)
Propco 12
(England) (UK tax resident)
(Guarantor and Propco)
Guarantor 11
(England) (UK tax
resident)
(Guarantor)
Guarantor 12
(Jersey)
(Guarantor)
Guarantor 16
(England) (UK tax
resident)
(Guarantor)
Guarantor 22
(England) (UK tax
resident)(Guarantor)
Propco 13
(England) (UK tax resident)
(Guarantor and Propco)
Guarantor 15
(England) (UK tax resident)
(Guarantor)
Guarantor 17
(England) (UK tax
resident)
(Guarantor)
Propco 14
(Cayman Islands)
(UK tax resident)
(Guarantor and Propco)
Guarantor 18
(England) (UK tax
resident)
(Guarantor)
Guarantor 13
(England) (UK tax
resident)
(Guarantor)
Guarantor 19
(England) (UK tax
resident)
(Guarantor)
Guarantor 20
(England) (UK tax
resident)
(Guarantor)
Guarantor 21
(England) (UK tax
resident)
(Guarantor)
Guarantor 14
(Jersey)
(Guarantor)
Propco 15
(England) (UK tax
resident)
(Guarantor and Propco)
(1) Jurisdiction in parentheses indicates jurisdiction of incorporation; where UK tax resident, this is also indicated in parentheses.
(2) The Borrower owns 1.62% of the shares in the capital of Guarantor 6.
(3) Guarantor 5 owns 98.38% of the shares in the capital of Guarantor 6.
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Certain Terms of the Libra Whole Loan
General: The Libra Whole Loan is documented in a senior term loan facility agreement dated 15 January
2007 (the “Credit Agreement”) which is governed by English law. The obligations of the Borrower under the
Libra Whole Loan are guaranteed by 37 companies in the Borrower Group, 15 of which are Property Owners.
Each Guarantor is jointly and severally liable as a guarantor for all Borrower obligations under the Credit
Agreement.
Interest and Repayments: The rate of interest payable on the Libra Whole Loan for each relevant Interest
Accrual Period is the percentage rate per annum which is the aggregate of 1.5000 per cent. per annum, Loan
LIBOR and mandatory costs, if any. The rate of interest payable on the Libra Loan for each relevant Loan
Interest Accrual Period is the percentage rate per annum which is the aggregate of 0.9627 per cent., Loan
LIBOR and mandatory costs, if any. Accrued interest is payable quarterly on 15 th January, 15 th April, 15 th July
and 15 th October in each year and on the Loan Maturity Date. If, however, any such day is not a Business Day,
accrued interest will be payable on the next Loan Business Day in that calendar month (if there is one) or the
preceding Loan Business Day (if there is not).
The Borrower must repay the Libra Whole Loan in full, on or by 15 January 2009, subject to exercise of an
option contained in the Credit Agreement to extend the maturity date of the Libra Whole Loan; the maturity date
of the Libra Whole Loan may be extended to 15 January 2010, provided that (i) no Loan Event of Default is
outstanding on 15 January 2009; and (ii) the final maturity date under the PIK Facility Loan Agreement is also
being extended to 15 January 2010.
Cash Management: Rental income paid in relation to 297 Properties owned by the Property Owners must
be paid into the Rent Account charged to the finance parties and in respect of which the Security Agent has sole
signing rights. The Security Agent is authorised to make withdrawals from the Rent Account on each Due Date
in payment of the following amounts, in the following order: (i) any unpaid costs and expenses of the Security
Agent due but unpaid under the Loan Documents; (ii) any unpaid amount due to the Swap Provider as a result of
termination under the Hedging Arrangement; (iii) any payment (not being a payment as a result of termination)
due but unpaid to the Swap Provider under the Hedging Arrangement; (iv) any break costs due but unpaid under
the Loan Documents; (v) the fees of the Managing Agent as provided for in the Credit Agreement; (vi) any
accrued interest due but unpaid under the Credit Agreement; and (vii) any surplus in or towards repayment of
the Libra Whole Loan. On or before utilisation of the Libra Whole Loan, an upfront reserve of £17,476,993.61
(as at 26 April 2007) was deposited into the Cash Reserve Account, to be applied should there be a shortfall in
the Rent Account, for the purpose of paying amounts due to be paid from the Rent Account. Amounts on
deposit in the Cash Reserve Account will be taken into account in the calculation of the Libra Whole Loan U/W
ICR and the Libra Whole Loan U/W DSCR.
If the Security Agent receives payments which are insufficient to discharge all the amounts then due and
payable by the Borrower under the Loan Documents, it must apply such payments in the following order: (i)
towards payment pro rata of any unpaid fees, costs and expenses of the Security Agent under the Loan
Documents; (ii) towards payment of any unpaid amount due to the Swap Provider as a result of termination
under the Hedging Arrangement; (iii) towards payment of any periodic payments (not being a payment as a
result of termination) due but unpaid to the Swap Provider under the Hedging Arrangement; (iv) towards
payment pro rata of any break costs due but unpaid under the Loan Documents; (v) towards payment pro rata
of accrued interest due but unpaid under the Credit Agreement; (vi) towards payment pro rata of any principal
payment due but unpaid under the Credit Agreement; (vii) towards payment pro rata of payments due but
unpaid to the Swap Provider as a result of termination or closing out arising from: an event of default relating to
the Swap Provider; and (viii) in or towards payment pro rata of any other sum due but unpaid under the Loan
Documents.
In addition to the Rent Account, the General Account, the Deposit Account, the Capital Expenditure
Reserve Account and the Cash Reserve Account are accounts held in the name of the Borrower pursuant to the
Credit Agreement. Any amount which under the Credit Agreement is not specifically required to be paid into
any other Account, is paid into the General Account in relation to which the Borrower has signing rights and
from which the Borrower may withdraw amounts as long as no Default is outstanding. Any amounts the
Borrower is required to prepay under the Credit Agreement will need to be paid into the Deposit Account from
which Account the Security Agent will on the relevant Due Date withdraw any amounts for application in
voluntary or mandatory prepayment of the Libra Loan in accordance with the terms of the Credit Agreement.
On or before utilisation of the Libra Whole Loan, the Capital Expenditure Reserve Account was funded with the
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amount of: (i) £216,000 as an upfront reserve for capital expenditure; and (ii) £100,000 as an upfront reserve
against environmental costs identified in the Environmental Report. Amounts standing in the Capital
Expenditure Reserve Account are to be used to fund capital expenditure recommended in the Engineering
Report and the Environmental Report. In addition, on or before utilisation of the Libra Whole Loan, the Cash
Reserve Account was funded with an upfront cash reserve of £17,476,993.61 (as at 26 April 2007).
Prepayment: The Borrower is under an obligation to pay prepayment fees in the case of prepayment of the
Libra Whole Loan, in whole or in part. No prepayment fee is payable however in the event of voluntary
prepayment or mandatory prepayment due to: (i) illegality; (ii) the Borrower being required to pay any increased
cost or tax gross up to a lender; or (iii) a disposal of the portfolio of Propco 11 or of Propco 12 which must have
taken place prior to 15 April 2007 (an “Early CH1 Disposal”).
The Borrower may, by giving not less than thirty Loan Business Days’ prior notice to the lenders,
voluntarily prepay the whole or any part of the Libra Whole Loan on the last day of the then current Interest
Period. Any such prepayment of the Libra Whole Loan must be in a minimum amount of £5,000,000 and
integral multiples of £1,000,000.
Any prepayment by the Borrower under the Credit Agreement must be made with accrued interest on the
amount prepaid up to and including the last day of the relevant Loan Interest Accrual Period, together with any
Break Costs and any prepayment fee payable under the Loan Documents in connection with such prepayment.
If the Borrower is under an obligation to pay a prepayment fee, such prepayment fee will be payable as
follows: (a) from (and including) 15 January 2007 to (and including) 15 January 2008 a Yield Maintenance
Premium; and (b) thereafter a Prepayment Charge equal to 0.75 per cent. of the amount prepaid from (but not
including) 15 January 2008 to (but not including) the Loan Maturity Date.
Origination: The “Libra Whole Loan” is a fully-drawn £1,172,000,000 senior term loan which was
extended to the Borrower by the Original Lender pursuant to the Credit Agreement. The Libra Whole Loan
comprises a senior tranche (the “Libra Loan”) having a Cut-Off Date Securitised Loan Principal Balance of
£638,000,000 and six subordinate tranches (each a “Subordinate Tranche” and collectively, the “Subordinate
Debt”) which will not be held by the Issuer, but will instead be held by other lenders, each respectively having a
Cut-Off Date Secured Subordinated Debt Principal Balance of £100,000,000 in the case of the B0-1 Loan,
£198,838,700 in the case of the B0-2 Loan, £54,000,000 in the case of the B1 Loan, £66,000,000 in the case of
the B2 Loan, £63,000,000 in the case of the B3 Loan and £52,161,300 in the case of the B4 Loan.
The Libra Whole Loan was used to refinance the acquisition of the Properties by the Borrower and for
making distributions to the Shareholder.
Disposal of Properties:
No Obligor which owns a Property may dispose of a Property (directly or indirectly through the disposal of
an Obligor), either in a single transaction or in a series of transactions, unless:
(a) upon such disposal the Borrower prepays part of the Libra Whole Loan as follows:
(i) in the case of an Early CH1 Disposal relating to Propco 11 and Propco 12 and their Properties, an
amount equal to the greater of: (A) 100 per cent. of the net proceeds; and (B) the aggregate of
£268,800,000 and all amounts which will fall due under the Loan Documents (including any
termination payments under the Hedging Arrangement) and the PIK Facility Finance Documents
in connection with the prepayment, will be applied in prepayment of the Libra Whole Loan and the
PIK Facility Loan on a pro rata basis and in payment of the amounts due under the Loan
Documents and the PIK Facility Finance Documents;
(ii) in the case of any other disposal (including a disposal which is not an Early CH1 Disposal), an
amount equal to the greater of: (A) 110 per cent. of the Allocated Loan Amount for the relevant
Property if the value of the Properties disposed of (directly or indirectly through the disposal of an
Obligor), when aggregated with the value of all Properties which have been disposed of, does not
exceed 15 per cent. of the value of all the Properties on 15 January 2007); and (B) 115 per cent. of
the Allocated Loan Amount for the relevant Property if paragraph (a)(ii)(A) above does not apply,
will be applied in prepayment of the Libra Whole Loan.
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The value of the Properties comprising the portfolio owned by Propco 11 and Propco 12 shall be
ignored for the purposes of the calculation under (a)(ii)(A) above if an Obligor has entered into an
Early CH1 Disposal and as a result of such disposal the Libra Whole Loan has been repaid in an
amount at least equal to 115 per cent. of the Allocated Loan Amount for the Properties comprising the
Portfolio owned by Propco 11 and Propco 12 and the PIK Facility Loan has been prepaid in an amount
at least equal to 115 per cent. of the Allocated Loan Amount under the PIK Facility Loan Agreement
for the Properties comprising the Portfolio owned by Propco 11 and Propco 12.
If on a disposal of a Property (directly or indirectly through the disposal of an Obligor) as set out above
under (a)(ii), the aggregate principal amount to be prepaid as calculated under (a)(ii) above and under
the PIK Facility Loan as a result of such disposal is less than 90 per cent. of the net proceeds from that
disposal, the Borrower must procure that an amount equal to the difference between the principal
amount required to be prepaid under (a)(ii) above and under the PIK Facility Loan and the net proceeds
from such disposal will be applied in prepayment on a pro rata basis of the Libra Whole Loan and the
PIK Facility Loan;
(b) the Security Agent is satisfied that immediately after the disposal of the Property in accordance with
paragraph (a) above the Interest Cover will be at least the greater of (i) 105 per cent. and (ii) the
Interest Cover immediately preceding such disposal; and
(c) that disposal is on arm’s length terms;
(d) no Loan Event of Default is outstanding at the time of the disposal of the Property or could reasonably
be expected to occur as a result of such disposal; and
(e) the Borrower has, prior to the making of such disposal, delivered to the Security Agent (if so requested)
evidence acceptable to the Security Agent to the effect either that the making of the disposal will not
result in the Borrower Group incurring any material tax liability (including without limitation liability
for capital gains tax or de-grouping charges) or, to the extent such a liability would be incurred, that
appropriate arrangements or reserves are being made by the Borrower Group to pay that liability in full
when due such that the making of the disposal could in no way impair the performance by the Obligors
of their obligations under the Credit Agreement or the payment of the Borrower Group’s operating
expenses when due.
Property Ownership: The number of Properties owned by each Property Owner is as set out above in the
definition of Property Owner.
Guarantee: Each of the companies in the Borrower Group (excluding the Borrower) is a Guarantor and has
guaranteed the Borrower’s obligations under the Loan Documents which will extend to the ultimate balance of
sums payable by any Obligor under the Loan Documents, regardless of any intermediate payment or discharge
in whole or in part.
The Guarantors have granted the following security for the Libra Whole Loan: Guarantor 1 has charged the
shares of “Guarantor 3”, a company incorporated in the Cayman Islands with limited liability, and Guarantor 3
has charged the shares in “Guarantor 5”, also a company incorporated in the Cayman Islands with limited
liability, pursuant to two share charge instruments each under Cayman Islands law. “Guarantor 12”, a
company incorporated with limited liability in Jersey, has charged the shares of “Guarantor 14”, also a
company incorporated with limited liability in Jersey, pursuant to a Jersey law security interest agreement. Each
Obligor of the Libra Whole Loan, in its capacity as a guarantor of the Libra Whole Loan, has charged, inter alia,
their respective interests in all of the Properties which are located in England and Wales, together with all Rental
Income derived therefrom pursuant to the Security Deed, governed by English law.
Every Property Owner in the Borrower Group is also a Guarantor.
Representations and Warranties: Each Obligor has represented and warranted under the Credit Agreement
on the date of the Credit Agreement (and these are deemed to be made by each Obligor on the first day of each
relevant interest accrual period) as to (a) formation, power and authority of each Obligor; (b) validity and
enforceability of the Loan Documents; (c) no conflict with applicable law; (d) no Loan Event of Default; (e) all
requisite authorisations have been obtained and all filings and registrations have been made; (f) all financial
statements have been prepared under new UK GAAP; (g) no material adverse change in financial status; (h)
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subject to matters disclosed in the due diligence provided to the Loan Arranger, no material litigation; (i)
accuracy of information supplied; and (j) title to Property.
Financial Covenants: The Borrower must ensure that the Libra Whole Loan LTV does not, at any time,
exceed 92.70 per cent. If the Borrower fails to comply with this requirement it will be required to remedy the
breach within ten Loan Business Days by: (i) prepaying the Libra Whole Loan in such an amount that the Libra
Whole Loan LTV is no greater than 92.70 per cent.; or (ii) by paying such an amount into the Deposit Account,
provided such amount is applied in prepayment of the Libra Whole Loan if on the date which is three months
after the date of such payment in the Deposit Account, the Libra Whole Loan LTV is greater than 92.70 per
cent. In addition, the Borrower must ensure that the Interest Cover on each Due Date is at least 105 per cent.
Should the Borrower fail to comply with the Interest Cover covenant, it will be required to remedy the breach
within ten Loan Business Days by: (i) prepaying the Libra Whole Loan in an amount sufficient to return the
Interest Cover to no less than 105 per cent.; or (ii) by paying such an amount into the Deposit Account, provided
such amount is applied in prepayment of the Libra Whole Loan on the next Interest Payment Date if on the next
immediately succeeding Interest Payment Date the Interest Cover is less than 105 per cent.
Undertakings: The Obligors have covenanted in the Credit Agreement: (a) that their payment obligations
under the Loan Documents rank at least pari passu with their other unsecured payment obligations; (b) not to
create security over their assets (other than certain permitted security); (c) not to dispose of their assets (other
than certain permitted disposals); (d) not to incur any financial indebtedness (subject to limited exceptions); (e)
not to make any loans or give any guarantees (subject to limited exceptions); (f) not to change their business,
merge with any person or acquire any assets (subject to limited exceptions); (g) not to issue any further shares,
repay or redeem any share capital or pay any dividends (subject to limited exceptions); (h) not to be a member
of a value added tax group other than one only comprising other members of the Borrower Group; and (i) to pay
all taxes due an payable by it.
Property Undertakings: The property undertakings in respect of each member of the Borrower Group
under the Credit Agreement include the following:
No Property Owner may, without the consent of the lenders: (a) enter into any agreement for lease other
than a principal agreement for lease; (b) grant or agree to grant any new Occupational Lease other than under an
agreement for lease; (c) agree to any amendment, waiver or surrender in respect of any lease; (d) commence any
forfeiture or irritancy proceedings in respect of any lease; (e) grant any contractual licence or right to occupy
(subject to limited exceptions) any part of a Property; (f) consent to any sub-lease or assignment of any tenant’s
interest under any lease; or (g) agree to any downward rent review in respect of any lease.
Each Obligor must use all reasonable endeavours, but without payment of a reverse premium or other
financial contribution, to find tenants for any vacant lettable space which is legally capable of being let in any
Property with a view to granting an agreement for lease or Occupational Lease of the relevant Property.
Insurance: Save where the landlord is responsible to insure under the terms of any of the leases relating to
the Leasehold Properties, each Property Owner is required to insure each Property, plant and machinery on a full
reinstatement basis, including “all risks” cover, cover for site clearance, 3 years’ loss of rent, public liability
insurance in an amount of not less than £10,000,000 and such other insurance as a prudent company of the
Property Owners’ type would effect. Loss of rent insurance must include loss of rent arising from loss of access
to a Property due to disease, as well as loss of rental income from forfeiture by the operator of the Property of its
registration certificate. In addition, each Property Owner must ensure that that the Security Agent is named on
all insurance policies as first loss payee for any accounts received in excess of £100,000. All insurances must be
held with an insurance company or underwriter that has a Requisite Rating.
Environmental Matters: Save where it is the responsibility of the tenant in occupation of the relevant
Property, each Property Owner must ensure that it is in compliance with all Environmental Laws and
Environmental Approvals applicable to it where failure to do so would be reasonably likely to have a Material
Adverse Effect.
Each Obligor must promptly upon becoming aware of the same, notify the Finance Parties of: (a) any
Environmental Claim current, or to its knowledge, pending or threatened in each case against any member of the
Borrower Group; (b) any circumstances reasonably likely to result in any Environmental Claim being
commenced or threatened against any member of the Borrower Group; or (c) any suspension, revocation or
notification of any Environmental Approval, which in the case of (a), (b) or (c) if substantiated, has or is
reasonably likely to either have a Material Adverse Effect or result in any liability for a Finance Party.
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Default: The Credit Agreement contains certain events of default (each, a “Loan Event of Default”)
including non-payment (subject to a three Loan Business Day grace period for non-payment caused by technical
or administrative error or a disruption event), breach of covenant (subject, in the case of non-material breaches
only, to a ten Loan Business Day cure period), misrepresentation (subject to a ten Loan Business Day cure
period), other financial indebtedness being declared due, insolvency of a member of the Borrower Group or the
Principal Tenant (and related and analogous events), the Loan Documents ceasing to be effective or becoming
unlawful, cessation of business, repudiation and rescission of agreements, litigation or the occurrence of an
event or series of events which, in the opinion of the Lenders, is reasonably likely to have a Material Adverse
Effect.
Acceleration: Upon a continuing Loan Event of Default, the lenders may declare the Libra Whole Loan due
and payable, together with accrued interest thereon and all other amounts accrued or outstanding under the Loan
Documents.
Enforceability: Generally, the security under each Security Agreement and each Mortgage of Shares will
become immediately enforceable if a Loan Event of Default occurs and is continuing, in respect of which notice
has been given to the Borrower, and the Security Agent may in its absolute discretion and without notice to a
chargor enforce all or any part of the security in any manner it sees fit or as the majority lenders direct.
PIK Facility Loan: On 15 January 2007, the Shareholder entered in a separate, subordinated £70,000,000
term loan (the “PIK Facility Loan”) pursuant to a term loan facility agreement with Credit Suisse (the “PIK
Facility Loan Agreement”). The PIK Facility Loan is due on 15 February 2009 or, if no default under the PIK
Facility Loan is outstanding and the maturity date of the Libra Whole Loan is extended to 15 January 2010, then
the PIK Facility Loan will be due on 15 February 2010. Interest is payable on the PIK Facility Loan at a rate of
26 per cent. per annum plus applicable mandatory costs, and prior to 15 February 2009 (or, if applicable, 15
February 2010) will be capitalised and added to the principal amount of the PIK Facility Loan.
The PIK Facility Loan is secured against the equity in the Borrower by way of a first fixed charge.
Further, the PIK Facility Loan is guaranteed and subordinated pursuant to a guarantee and subordination deed,
which guarantee (the “Guarantee”) is secured by the same security as that for the Libra Whole Loan, and in
which each Guarantor also guarantees the Senior Debt (the “Guarantee and Subordination Deed”). The
security for the Libra Whole Loan, discussed below, also secures the guarantee of payment obligations under the
PIK Facility Loan. Under the Guarantee and Subordination Deed, all liabilities payable or owing by any Obligor
to the Shareholder or to any other Obligor (the “Subordinated Debt”) are subordinate to any liabilities of an
Obligor to the Finance Parties under or in connection with the Credit Agreement, until all liabilities under the
Credit Agreement have been unconditionally and irrevocably paid and discharged in full. During such period no
Obligor may pay, repay or discharge in any other way, the Subordinated Debt (unless for the purposes of
enabling the Borrower to perform its obligations under the Credit Agreement) or create any security interest
over its assets to secure the repayment of the Subordinated Debt and the Subordinated Debt may not be
accelerated or enforced. See “The Libra Loan and Properties—PIK Facility Intercreditor Deed”.
The PIK Facility Loan will not be held by the Issuer, but instead will be held by one or more other lenders
(each, a “PIK Facility Lender”).
Security for the Libra Whole Loan
Property Owners
Creation of Security: Under the Security Agreements, each Obligor, including each Property Owner,
granted certain security over their respective present and future assets to the Security Agent as security for the
payment of the Obligors’ liabilities under the Libra Whole Loan and the PIK Facility Loan (the “Secured
Liabilities”). The Security Agent holds the security for its benefit and as agent and trustee for the Finance
Parties under the Libra Whole Loan and the PIK Facility Loan (each, a “Secured Creditor”).
English Security Agreements: Each Property Owner that owns a Property located in England and Wales
gave security as follows pursuant to an English law governed Security Agreement (the “English Security
Agreement”):
(a) first legal mortgages or first fixed charges over all of its estates or interests in any freehold or long
leasehold property;
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(b) first fixed charges over its interest in all shares, stocks, debentures, bonds or other securities;
(c) first fixed charges over all plant and machinery owned by it and its interest in any plant or machinery in
its possession;
(d) first fixed charges over all of its rights in respect of any amount standing to the credit of any account it
has with any person and the debt represented by it;
(e) first fixed charges over all of its book and other debts, all other moneys due and owing to it and all
related rights, securities or guarantees relating to the same;
(f) absolute assignments, subject to provisos for re-assignment on redemption, of all of its rights in respect
of any contract or policy of insurance taken out by it or on its behalf or in which it has an interest;
(g) absolute assignments, subject to provisos for re-assignment on redemption, of all of its rights in respect
of the hedging arrangements to which it is a party;
(h) absolute assignments, subject to provisos for re-assignment on redemption, of all of its rights in respect
of each lease, all Rental Income, under any guarantee of Rental Income and under each management
agreement, each agreement for lease and any other agreement to which a chargor is a party and which
the Security Agent has designated in writing as a Relevant Contract (a “Relevant Contract”);
(i) first fixed charges over, inter alia, its goodwill, the benefit of any authorisation (statutory or otherwise)
held in connection with its use of any charged asset and its uncalled capital; and
(j) first floating charges over all its assets not otherwise effectively mortgaged, charged or assigned by
way of fixed mortgage, charge or assignment under the Security Agreement to which it is a party.
Scottish Security: Each Property Owner that owns a Property located in Scotland granted a first ranking
fixed security over such Property in favour of the Security Agent as security for the payment of all the Secured
Liabilities by way of a standard security and assigned its rights to the Rental Income with respect to such
Property pursuant to a Scots law assignation of rent. The Security Agent holds the benefit of the security as
trustee for the Secured Creditors.
Northern Irish Security: Each Property Owner that owns a Property located in Northern Ireland has granted
security in favour of the Security Agent as security for the payment of all the Secured Liabilities over all of its
present and future assets located in Northern Ireland pursuant to a Northern Irish law Security Agreement on
similar terms as the English Security Agreement. This security included a first legal charge over each registered
Property and a first legal mortgage of all unregistered Property located in Northern Ireland and an assignment of
all its rights under each lease, all Rental Income, under any guarantee of Rental Income and under each Relevant
Contract in respect of such Property. The Security Agent holds the benefit of the security for itself and as agent
and trustee for the Secured Creditors.
Other Obligors
English Security Agreements: Each Obligor other than the Property Owners granted the following security
pursuant to an English Security Agreement:
(a) first legal mortgages or first fixed charges over all of their respective estates or interests in any freehold
and long leasehold property located in England & Wales, including each Property owned by them;
(b) first fixed charges over their respective interests in all shares, stocks, debentures, bonds or other
securities and investments owned by them or held by any nominee on their behalves;
(c) first fixed charges over all plant and machinery owned by each and their respective interest in any plant
or machinery in their possession;
(d) first fixed charges over all of their respective rights in respect of any amount standing to the credit of
any account each may have with any person and the debt represented by each;
(e) first fixed charges over all of their respective book and other debts, all other moneys due and owing to
each and all related rights, securities or guarantees relating to the same;
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(f) absolute assignments, subject to provisos for re-assignment on redemption, of all of their respective
rights in respect of any contract or policy of insurance taken out by any one of them or on their
behalves or in which any has an interest;
(g) absolute assignments, subject to provisos for re-assignment on redemption, of all of their respective
rights in respect of the hedging arrangements to which any is a party;
(h) absolute assignments, subject to provisos for re-assignment on redemption, of all of their respective
rights in respect of each lease, all Rental Income, under any guarantee of Rental Income and under each
Relevant Contract;
(i) first fixed charges over, inter alia, goodwill, the benefit of any authorisation (statutory or otherwise)
held in connection with their respective use of any charged asset and its uncalled capital; and
(j) first floating charges over all respective assets not otherwise effectively mortgaged, charged or
assigned by way of fixed mortgage, charge or assignment under the Security Agreement to which any
is a party.
Cayman Island Security: Each Obligor holding a legal and beneficial interest in the shares of a company
incorporated under the laws of the Cayman Islands has charged by way of first fixed charge all of its interest in
the shares in such company to the Security Agent, acting for itself and as agent and trustee for the Secured
Creditors and has assigned all present and future benefits accruing in respect of the charged shares and all of its
rights, title and interest to and in such shares including (without limitation) all voting and other consensual
powers to such charged shares to the Security Agent acting in the aforementioned capacity.
Jersey Security: Each Obligor holding a legal and beneficial interest in the shares of a company
incorporated under the laws of the Island of Jersey has given possession of the certificates of title to the shares
in such company to the Security Agent, acting for itself and as agent and trustee for the Secured Creditors, with
the intent that the Security Agent shall have a first priority Jersey Security Interest in such shares.
Undertakings: Under each Security Agreement, each Obligor has undertaken:
(a) not to create or permit to subsist any other security interest on any property charged thereunder; and
(b) except as expressly allowed in the Credit Agreement or the relevant Loan Document, not to dispose of
any property charged thereunder.
Enforceability: The security under each Security Agreement other than those governed by Jersey law will
become immediately enforceable if an event of default in respect of which a notice has been served on the
Borrower occurs and is continuing. The Jersey Security Interests are expressed to become enforceable fourteen
days after the service on the Borrower of a notice specifying the Loan Event of Default if such Loan Event of
Default is not remedied within that period. The security confers upon the Security Agent a wide range of
powers in connection with the sale or disposal of the property charged and its management. The Security Agent
is granted powers of attorney on behalf of the chargors in connection with the enforcement of its security.
Senior Intercreditor Deed
General: The Libra Whole Loan comprises the senior tranche (the “Libra Loan” or the “Senior Debt”) of
a whole loan made to the Borrower, together with six related subordinate tranches, the “B0-1 Loan”, the “B0-2
Loan”, the “B1 Loan”, the “B2 Loan”, the “B3 Loan” and the “B4 Loan” (each of the aforementioned
tranches, other than the Libra Loan, a “B Loan” or a “Subordinate Tranche” and, collectively, the
“Subordinate Debt”), which will not be held by the Issuer, but will instead be held by the Loan Seller or a third
party (each of the latter, a “Subordinate Lender” and, collectively, the “Subordinate Lenders”).
An intercreditor deed (the “Senior Intercreditor Deed”) has been entered into in relation to the Libra
Whole Loan between the holder of the Senior Debt, as senior lender, the Security Agent, the Swap Provider and
the Subordinate Lenders.
The principal balances on the Senior Debt and the Subordinate Debt comprising the Libra Whole Loan are:
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Loan Name
Principal Amount
Libra Loan £638,000,000
B0-1 Loan £100,000,000
B0-2 Loan £198,838,700
B1 Loan £54,000,000
B2 Loan £66,000,000
B3 Loan £63,000,000
B4 Loan £52,161,300
Subordination: For these purposes “Subordination Event of Default” means the occurrence of an event of
default with respect to the Libra Whole Loan as a result of non-payment by the Borrower or the occurrence of
an insolvency event with respect to the Borrower or any other Obligor.
Provided that a Subordination Event of Default is not continuing pursuant to the Senior Intercreditor Deed,
interest will be paid on the Libra Loan prior to interest being paid on the related Subordinate Debt.
With respect to amortisation payments of the Libra Whole Loan, pursuant to the Senior Intercreditor Deed,
prior to the occurrence of a Subordination Event of Default such amounts will be paid after the payment of
interest to the Subordinate Debt and will be paid pro rata to the amounts of the Senior Debt and Subordinate
Debt outstanding. Amounts due to the Servicer and Special Servicer in respect of the Libra Whole Loan will be
paid or provided for prior to any amount being paid to the Issuer or the relevant Subordinate Lender.
Upon the occurrence of a Subordination Event of Default (taking into account any applicable grace period
under the Credit Agreement, but without taking into account whether the related cure period has expired), for so
long as a Subordinate Lender is not making any cure payments in the manner described under “—Cure Rights of
Subordinate Lenders” below, all amounts that would have been distributed to the relevant Subordinate Lender
prior to the occurrence of such Subordination Event of Default will instead be credited to a ledger (the “Grace
Period Ledger”) in an account to be opened by the Security Agent pursuant to the Senior Intercreditor Deed
(the “Libra Tranching Account”). If: (a) a Subordinate Lender makes a waiver (with respect to shortfalls or
such Subordinate Lender’s right to payment) and/or cure payment with respect to all payments due to a more
senior Lender; or (b) if the Borrower cures all defaults, in accordance with the terms of the Credit Agreement,
the amounts held in the Grace Period Ledger will be disbursed to that Subordinate Lender. If, however, no
Subordinate Lender makes a cure payment during the applicable cure period and the Borrower does not cure all
defaults, before the Due Date next following the Subordination Event of Default the amounts held in the Grace
Period Ledger will be disbursed pursuant to the post-default priority of payments set forth in the Senior
Intercreditor Deed on the next Due Date.
During the period beginning with a Subordination Event of Default relating to the Libra Whole Loan until
the end of any cure period during which the related Subordinate Lender is curing, or has the right to cure any
relevant Loan Event of Default (see “—Cure Rights of Subordinate Lender”), no payments will be made on the
Subordinate Debt until all amounts outstanding on the Libra Loan have been paid in full.
Enforcement Rights: Prior to the date on which the Libra Loan has been discharged pursuant to the Senior
Intercreditor Deed, no Subordinate Lender is permitted (without the prior written consent of any lender under
the Libra Whole Loan ranking more senior) to enforce its Subordinate Debt.
Cure Rights of Subordinate Lender: Pursuant to the terms of the Senior Intercreditor Deed, each
Subordinate Lender is permitted to cure a non-payment by the Borrower under the Libra Whole Loan within a
period of 28 days of notification of the non-payment, or any other Loan Event of Default (other than a nonpayment
by the Borrower) and which is remediable, unless (in the case of such other Loan Events of Default)
the Servicer or the Special Servicer, as applicable, determines that to allow such cures of defaults, other than
payment defaults would be inconsistent with the Servicing Standard. In order to cure such Borrower default, the
relevant Subordinate Lender may pay an amount equal to the relevant deficiency.
Pursuant to the terms of the Senior Intercreditor Deed, a Subordinate Lender’s right to cure a default as
described above is limited, with respect to the Libra Whole Loan, to: (i) 2 consecutive cures (or 3 consecutive
cures if the last cure relates only to the relevant Subordinate Tranche); or (ii) 4 cures in total during the life of
the senior tranche (or 6 in total, but only if 2 cures relate solely to the Subordinate Debt).
For as long as a Subordinate Lender is exercising a cure right: (i) payments received on the Libra Whole
Loan will be allocated as if no event of default had occurred; (ii) the related Libra Whole Loan will not be
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deemed to be a Specially Serviced Loan (but solely to the extent that the Servicing Transfer Event relates
specifically to the matters being cured) or accelerated, nor will enforcement action in relation to the Libra
Whole Loan be taken; and (iii) no Special Servicing Fee will accrue on the Libra Whole Loan. If a Subordinate
Lender makes a cure payment, it will be reimbursed after amounts due on the Senior Debt have been paid.
In no event will any Subordinate Lender’s cure rights limit the rights of the Servicer or the Special Servicer
to issue default notices to, and seek payment from, the Borrower and any other Obligor under the Libra Whole
Loan or prevent the Issuer from collecting default interest or late charges from the Borrower or sending a notice
of default to the Borrower.
Purchase Right of Subordinate Lenders: If a Purchase Event of Default occurs with respect to the Libra
Whole Loan, the Subordinate Lenders may purchase any portion of the Libra Whole Loan ranking more senior
to that Subordinate Lender’s loan, including, the Senior Debt from the Issuer, in an amount equal to the
principal amount thereof, together with accrued but unpaid interest thereon, outstanding expenses, plus any
amount of outstanding Servicing Advances made with respect to the Libra Loan and all accrued and unpaid
Servicing Fees or Special Servicing Fees allocable to the Libra Loan. For these purposes, a “Purchase Event of
Default” means (i) the occurrence of a Servicing Transfer Event as a result of a payment Loan Event of Default
(pursuant to item (b) of the definition of Servicing Transfer Event); (ii) an insolvency Loan Event of Default,
after the occurrence of any event that causes the Libra Whole Loan to become a Specially Serviced Loan; (iii)
the commencement of enforcement proceedings by or on behalf of the lenders; (iv) the relevant Subordinate
Lender ceasing to be the Controlling Party with regard to the Libra Whole Loan or (v) an acceleration of the
Libra Whole Loan.
Rights of Controlling Party: The Servicer and Special Servicer will, prior to the occurrence of a
Subordinate Lender Control Valuation Event, be required to obtain the consent of the relevant Controlling Party
prior to making certain modifications to the terms of, or take actions in respect of, the Libra Whole Loan.
However, no right of a Controlling Party to consent to a particular matter can oblige the Servicer or Special
Servicer to refrain from taking any action that would violate the law of any relevant jurisdiction or be, in the
reasonable opinion of the Servicer or the Special Servicer, as applicable, inconsistent with the Servicing
Standard. See “Servicing—The Controlling Party” below. In addition, neither the Servicer nor the Special
Servicer shall have any liability to any other entity for any action taken, or for refraining from taking any action,
or for giving any consent, or for refraining from giving any consent in accordance with any directions or
instructions given by the Controlling Party or a Subordinate Lender to the Servicer or, as the case may be, the
Special Servicer.
Transfer of Subordinate Debt: A Subordinate Lender may not transfer its interest in any Subordinate Debt
(or any part thereof) to any person unless the transferee accedes to the Senior Intercreditor Deed and the
transferee is a qualifying lender under the Senior Intercreditor Deed.
PIK Facility Intercreditor Deed
General: On 15 January 2007 an intercreditor deed (a “PIK Facility Intercreditor Deed”) was entered
into between the lenders under the Libra Whole Loan and the lenders under the PIK Facility Loan. The Issuer
has acceded to the PIK Facility Intercreditor Deed.
Subordination: Amounts due under the PIK Facility Loan are structurally subordinate to all payments due
under the Libra Whole Loan. No amounts will be paid on the related PIK Facility Loan unless and until all
amounts due on the Libra Whole Loan have been paid.
Enforcement Rights: The charge over the Shares of the Borrower jointly secures the lenders under the Libra
Whole Loan and the PIK Facility Loan. Pursuant to the terms of the PIK Facility Intercreditor Deed and subject
to this share charge having become enforceable before debt due in respect of the Libra Whole Loan is
discharged and subject to certain other conditions set out in the PIK Facility Intercreditor Deed, the Security
Agent is permitted to give effect to any instructions it may receive from the majority of the PIK Facility Lenders
to enforce this share charge. Otherwise, prior to the date on which the debt under the Libra Whole Loan has
been discharged, the PIK Facility Lenders have undertaken in the PIK Facility Intercreditor Deed not to enforce
the debt due under the PIK Facility Loan or take or omit to take any action whereby the ranking and/or the
subordination of the debt under the PIK Facility Loan may be impaired.
While the Security Agent and the Lenders of the Libra Whole Loan will be prevented from enforcing
against the share charge should the PIK Facility Lender already have instructed the Security Agent to do so,
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there will be nothing to prevent the Lenders of the Libra Whole Loan from enforcing against any other security
for the Libra Whole Loan, including the related Mortgages.
Cure Rights of PIK Facility Lender: Pursuant to the terms of the PIK Facility Intercreditor Deed, the PIK
Facility Lenders will have the right to cure a non-payment by the Borrower under the Libra Whole Loan within
a period of five Business Days of notification of the non-payment by paying an amount equal to the relevant
deficiency. In addition, the PIK Facility Lenders will have the right to cure any other Loan Event of Default
within the time periods set forth in the related Loan Documents, with an allowance for additional time if such
additional time would not, among other things, result in an additional material impairment to the use or
operations of the Properties.
For as long as any cure is being exercised with respect to the Libra Whole Loan: (i) payments allocable to
the PIK Facility Loan will be allocated as if no event of default had occurred; and (ii) the Libra Whole Loan will
not be deemed to be a Specially Serviced Loan or accelerated, nor will any enforcement action in relation to the
Libra Whole Loan be commenced.
In no event will any PIK Facility Lender’s cure rights limit the rights of the Servicer or the Special Servicer
to send default notices to, and seek payment from, the related Borrower and any other obligor under the Libra
Whole Loan or prevent the lender from collecting default interest or late charges from the related Borrower or
sending a notice of default to such Borrower.
Purchase Right of PIK Facility Lenders: If a PIK Facility Purchase Event of Default occurs with respect to
the Libra Whole Loan, the relevant PIK Facility Lender may, at its sole discretion, purchase the Libra Whole
Loan for an amount equal to the principal amount thereof, plus accrued interest and outstanding expenses,
unpaid interest on any Servicing Advances made with respect to the Libra Loan, the amount of any swap
termination costs or swap credit charges arising in respect of the Swap Transactions (to the extent that any Swap
Transaction may be terminable upon such purchase of the Libra Whole Loan) and all accrued and unpaid
Servicing Fees or Special Servicing Fees allocable to the Libra Whole Loan. For these purposes, a “PIK
Facility Purchase Event of Default” means the acceleration of the Libra Whole Loan.
Rights of the PIK Facility Lender: The lenders of the Libra Whole Loan and the PIK Facility Loan have
agreed not to make certain material modifications, waivers or consents to their respective loans without the
consent of the other. Such modifications, waivers and consents include, but are not limited to:
• any change (including a change in the rate of interest) in the amount of any payment under the Loan
Documents that is not contemplated by the original terms thereof;
• changing the timing of any payment under the Loan Documents (other than in connection with an
enforcement of the related loan); or
• any change related to any representation, warranty, undertaking or event of default, howsoever
described or defined, under the related loan documents imposing an additional material obligation on
any obligor or becoming more onerous in any material respect for an obligor.
Notwithstanding the limitations above, the above restrictions will not prevent any such modification, waiver
or consent in connection with a work-out or other surrender, compromise, release, renewal, or indulgence
relating to the related loan during the existence of a default for which there is no longer a cure period.
Transfer of PIK Facility Loan: The related PIK Facility Lender may not transfer its interest in the relevant
PIK Facility Loan (or any part thereof) to any person unless the transferee accedes to the related PIK Facility
Intercreditor Deed and the transferee is a qualifying lender under the related PIK Facility Intercreditor Deed.
The Libra Properties
Overview of the Properties: The portfolio of Properties comprises 294 freehold, part freehold and part
leasehold and long leasehold healthcare properties and three staff accommodation properties located in England,
Wales, Scotland and Northern Ireland. The interest held in 288 of the Properties, representing 96.5 per cent. of
the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan
Amount, are freehold. 234 of the freehold Properties, representing 77.2 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, are the
subject of overriding leases which have been granted by and to members of the Borrower Group. The interest
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held in two of the Properties, representing 0.9 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount, is part freehold and part leasehold. The
interest in seven of the Properties, representing 2.6 per cent. of the Cut-Off Date Securitised Loan Principal
Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, is long leasehold (each, a “Leasehold
Property”). The seven long leasehold and two part leasehold interests have been granted by freeholders which
are outside the Borrower’s group. Accordingly, all other leasehold interests of any member of the Borrower
Group (such as an Overriding Lease) have been granted by a Superior Landlord which is an Affiliate. The
remaining term on the Leasehold Properties to expiry exceeds 111 years in all cases (with the exception of the
Property at Priory Court which has a remaining term of approximately 89 years). All of the Properties are
leased for use as care home facilities or, in the case of the Properties at 48 Princess Drive, 7 The Potlands and
Willoughby Close, as staff accommodation.
Title Matters: As discussed above, title investigation was based on Overview Reports other than with
respect to those 88 Properties for which Certificates of Title were prepared. All of the Properties are held with
absolute title (or the Scots or Northern Irish equivalent), with minor exceptions. A number of the Properties
have been identified where title is subject to restrictive covenants or title conditions or other minor title defects.
Generally, these restrictive covenants or title conditions limit the use of the relevant Properties for purposes
other than as a care home and will therefore impact on future development of the Property and the ability to
subject the relevant Property to alterations. Restrictive covenant indemnity insurance policies are in place to
cover the risks relating to certain of the Properties, save where the risk was considered to be immaterial or
unascertainable due to the nature of the title defect. In all cases where there is a breach or potential breach of a
restrictive covenant the Borrower is not aware of any complaints or claims having been made in relation to
breach of any such covenants. All consents necessary for the sale of the Properties to the relevant Property
Owner, or the grant of each Occupational Lease and the creation of the Related Security were obtained. The
Long Leasehold Properties (representing 2.6 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount) in certain instances contain restrictions on the
assignment, underletting and/or charging of the Leasehold Properties which are imposed by parties outside the
Borrower Group.
Overriding Leases: Overriding Leases have been granted to the Property Owners in respect of 241 of the
Properties (representing 79.8 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount) as shown in the table below. The Property Owner by whom
the Overriding Lease was granted is a member of the Borrower Group.
England and Wales Scotland Northern Ireland Total
Propco 6 93 9 - 102
Propco 7 62 21 - 83
Propco 8 19 1 - 20
Propco 9 30 5 - 35
Propco 14 - - 1 1
Total 204 36 1 241
Property Management: Propco 10 has been appointed as Managing Agent (the “Managing Agent”) of the
Properties pursuant to: (i) an Asset Administration Agreement (the “Management Agreement 1”) dated 10
April 1997, between, amongst others, Propco 14, Propco 12, Propco 11 and the Managing Agent; (ii) an Asset
Administration Agreement (the “Management Agreement 2”) dated 15 February 1999, between, among others,
Propco 5, Propco 6, Propco 1, Propco 8 and the Managing Agent, as amended and restated on 15 September
1999; and (iii) an Asset Administration Agreement (the “Management Agreement 3” and together with the
Management Agreement 2 and the Management Agreement 1, the “Management Agreements”) dated 16
November 1999, among others Propco 4, Propco 7, Propco 1, Propco 9 and the Managing Agent, as amended
and restated on 23 October 2000.
In its capacity as Managing Agent, Propco 10 has entered into a duty of care agreement, (the “Duty of Care
Agreement”), dated 15 January 2007 with the Borrower, the Security Agent and each Property Owner, other
than Propco 15. Pursuant to the Duty of Care Agreement the Managing Agent: (i) has agreed to ensure that
upon receipt all Rental Income is promptly paid into the Collection Account; (ii) has agreed to ensure that all
Rental Income is then paid into the Rent Account net of any amount due but without withholding, set-off or
counterclaim; (iii) has agreed not to suspend the performance of any of its obligations under the Management
Agreements unless it has given the Security Agent not less than 21 days’ prior written notice and a reasonable
opportunity to remedy the causes of the suspension or termination; and (iv) has agreed with the Borrower and
the Property Owners that if the Security Agent has given notice to the Borrower and the Managing Agent that
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the Related Security has become enforceable, the Security Agent may immediately terminate the Management
Agreements, without prejudice to any amounts due and payable to the Managing Agent under the Management
Agreements prior to the date of termination.
Property Information by Country/Region
Allocated
Loan
Amount (1)
Cut-Off Date
Securitised
Loan
Principal
Balance
Percent of
Initial Loan
Balance (2)
Number of
Registered
Beds (3)
Average
Annualised
Base Rent
per
Registered
Bed
Country/Region
Number of
Properties
Value
Annualised
Base Rent (4)
England 224 £844,466,554 £459,701,076 72.1% 10,580 £964,321,000 £48,724,814 £4,605
Northwest England 44 £189,411,921 £103,109,902 16.2% 2,707 £216,295,000 £10,923,417 £4,035
Greater London 24 £130,149,927 £70,849,534 11.1% 1,078 £148,622,000 £7,552,792 £7,006
East Midlands 36 £118,201,726 £64,345,308 10.1% 1,520 £134,978,000 £6,780,504 £4,461
West Midlands 30 £115,055,296 £62,632,491 9.8% 1,494 £131,385,000 £6,669,089 £4,464
Northeast England 28 £94,662,613 £51,531,354 8.1% 1,403 £108,098,000 £5,413,311 £3,858
Yorkshire &
27 £87,557,093 £47,663,332 7.5% 1,272 £99,984,000 £5,076,336 £3,991
Humberside
Southeast England 16 £39,663,580 £21,591,608 3.4% 353 £45,293,000 £2,241,630 £6,350
Southwest England 8 £39,514,710 £21,510,567 3.4% 434 £45,123,000 £2,302,301 £5,305
East Anglia 11 £30,249,687 £16,466,980 2.6% 319 £34,543,000 £1,765,435 £5,534
Scotland 42 £209,681,129 £114,143,823 17.9% 2,558 £239,441,000 £12,090,616 £4,727
Wales 22 £80,152,081 £43,632,276 6.8% 1,183 £91,528,000 £4,556,146 £3,851
Northern Ireland 9 £37,700,236 £20,522,825 3.2% 475 £43,051,000 £2,159,469 £4,546
Total / Average 297 £1,172,000,000 £638,000,000 100.0% 14,796 £1,338,341,000 £67,531,045 £4,564
(1) Allocated Loan Amount is based on that for the Libra Whole Loan.
(2) Percentages may not total 100% due to rounding.
(3) Based on the total number of rooms.
(4) Annualised Base Rent includes aggregate turnover-based rent of £814,476 in respect of seven occupational leases.
Description of the Occupational Leases for the Principal Tenant
86.7 per cent. of the Properties, based upon the Cut-Off Date Securitised Loan Principal Balance based
upon the aggregate Cut-Off Date Allocated Loan Amount, are leased to the Principal Tenant. Each such
Property is subject to a separate lease (each, a “Principal Tenant Lease”). However, all of the Principal Tenant
Leases are on the same terms. The following is a summary of the principal terms and conditions of the Principal
Tenant Leases.
Tenant: The Principal Tenant of any Principal Tenant Lease, is Southern Cross Healthcare Group PLC or
an Affiliate thereof. Each Principal Tenant Lease is granted by a Property Owner to the Principal Tenant.
Financial Statement Principal Tenant: The information below relating to the Principal Tenant has been
extracted from their most recently available audited consolidated financial statements:
Southern Cross Healthcare Group PLC
Extracts from Consolidated Financial Statements for period (1)
As at 1 October 2006
£’000 (under UK GAAP)
As at 2 October 2005
£’000 (under UK GAAP)
Total Assets £374.7 £218.3
Total Liabilities (£226.7) (£221.7)
52 Week Period ended 2 April 2006
£’000 (under IFRS)
52 Week Period Ended 27 March 2005
£’000 (under IFRS)
Group Turnover £474,842 £183,444
Profit/(Loss) on Ordinary Activities
Before Taxation
(£6,346) £3,355
(1) Southern Cross Healthcare Group PLC transitioned its reporting procedures to IFRS from UK GAAP on 10 January 2005; therefore, comparisons
between 2006 and 2005 between assets and liabilities were only available based upon UK GAAP, while comparisons of turnover and profit/(loss) were
only availably under IFRS.
Guarantor: Each Principal Tenant Lease is guaranteed by Southern Cross Bidco Limited.
Term: The Occupational Lease terms vary between 24 years and 34 years from the dates on which they
were granted in 1995, 1996, 1997, 1998, 1999, 2000 or 2006. On the expiry of the original term, a further term
expiring on 29 May 2041 (with a rent free period of two months at the commencement of the term of the new
lease) has been agreed (subject, in the case of the Properties in Scotland, to either the relevant landlord or
Tenant exercising an option to that effect).
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Rent: The aggregate rent is £58,397,666. The initial rents include an index-linked element and will be
adjusted (i) annually by multiplying 1.025 by the annual rent, excluding three properties providing staff
accommodation, (ii) an open market review in 2020 on normal rent review terms and (iii) an open market rent
review in 2035. Rent is payable without deductions or set-off monthly in advance on the first day of each month
(the “Rent Payment Dates”) in every year of the term.
Interest on Late Rent: Interest, calculated as base rate plus an additional percentage, is payable from time to
time (or such other comparable rate as the landlord may reasonably and properly designate if the base rate
ceases to be published) on the principal rents, if such rent is not paid on the Rent Payment Date (for the
avoidance of doubt, there is no grace period).
Rents Net of Additional Charges, Costs and Expenses: The Principal Tenant is responsible for the payment
of all existing and future rates, duties, charges, assessments, impositions and other outgoings.
Repairs: The Principal Tenant is to keep the Property in good and substantial repair throughout the term of
the Principal Tenant Lease. The fixtures and fittings and equipment are to be kept in good and substantial
working order and in such condition as being capable of immediately being let for a term of 25 years for the
Approved Use.
Alterations: The Principal Tenant may not make any alterations or additions without the landlord’s consent
and substantial repairs require consent to a specification. All structural alterations are prohibited.
Where alterations may be made these will be subject to the Principal Tenant’s entry into a licence for
alterations in such form as the landlord may reasonably require.
In relation to all works carried out at the Property by the Principal Tenant there are additional requirements
concerning the manner of carrying out and standards to which such works must be completed and obtaining
statutory consents and approvals.
Reinstatement: All alterations or additions, if the landlord requires, are to be reinstated at the end (or sooner
determination) of the term, in doing so well and substantially reinstating the Property.
Tenant Right to Purchase: In relation to 49 Properties situated in England and Wales, 15 Properties
situated in Scotland and four Properties situated in Northern Ireland, collectively representing 25.6 per cent. of
the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan
Amount, if the landlord is required by law to charge VAT on the rent payable by the Principal Tenant, which the
Principal Tenant is unable to recover, then in accordance with an agreed formula (being either the open market
value of the Property or a multiplier of 16x the annual rent payable by the Principal Tenant, whichever is the
higher) the Principal Tenant may purchase the interest of the landlord.
Permitted Use: The permitted use under the Principal Tenant Lease is to use as a nursing home and must
comply with the operational guidance on management of registered nursing homes. In addition, such use must
be in line with the statutory requirements of the Care Standards Act 2000 or (in Scotland) the Regulation of Care
(Scotland) Act 2001. The permitted business may only be operated with a valid registration certificate required
under the Care Standards Act 2000 or (in Scotland) the Regulation of Care (Scotland) Act 2001.
Assignment and Underletting: Transfer of part of the Property by the Principal Tenant is prohibited.
Transfer of the whole Property is only permitted by the Principal Tenant to a respectable and responsible person
already operating a registered nursing home, who may be required to provide a rent deposit and a surety if the
prospective tenant cannot satisfy the requirements of being “substantial” (substantial being defined as satisfying
an EBITDAR of at least twice the rent for the previous three years and having net assets on its balance sheet at
the end of the latest fiscal quarter of at least £35,000,000). Underletting of the premises is not permitted.
The Principal Tenant may mortgage or secure the whole (but not part) of the Principal Tenant Lease.
The Principal Tenant may not hold the Property (or any part) on trust for any person.
Operating Requirements: The Principal Tenant must provide the relevant landlord with four-weekly
simplified trading accounts relating to its financial performance relating to matters such as the number of
Registered Beds, occupancy, turnover, staff and other costs, repairs and maintenance.
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Insurance: The landlord is to insure (but the Principal Tenant may do so at the cost of the landlord if the
landlord does not) with an insurance company. Under the terms of the Principal Tenant Lease the landlord
recovers the costs of insurance from the Principal Tenant.
Following any damage to or destruction of the Property by an insured risk the landlord shall (subject to
obtaining necessary consents) diligently and as soon as reasonably practicable reinstate and must apply the
proceeds of any insurance covering reinstatement and rebuilding costs for those purposes. The landlord must
make good any deficiency in the insurance proceeds from its own resources. Either the landlord or the Principal
Tenant may after three years following destruction of the Property if the Property has not been reinstated (or
sooner at the landlord’s option if it is impractical to reinstate), serve notice terminating the Principal Tenant
Lease. The insurance proceeds will remain the absolute property of the landlord. Where the Principal Tenant is
prevented from using the Property due to destruction by any of the insured risks, the annual rent shall be
suspended for the period of three years or (whichever is the shorter) to the date of reinstatement.
The Principal Tenant has in place a group policy statement applying to the risks arising from the application
to it of the Asbestos Regulations 2002.
Equipment: The landlord has a debenture over the Principal Tenant’s fixtures and fittings with the right to
purchase them for a nominal £1 at the end of the term or if it is likely that an event of insolvency will occur in
relation to the Principal Tenant.
Forfeiture: The landlord may forfeit, or (in Scotland) irritate, the Principal Tenant Lease (subject (except in
Scotland) to certain rights for relief which the Courts may grant the Principal Tenant) on: (a) giving not less than
21 days’ written notice to the Principal Tenant for non-payment of the principal rent (whether or not formally
demanded); or (b) giving reasonable notice to the Principal Tenant that the Principal Tenant has failed to remedy
a breach of covenant (except insolvency); or (c) an event of insolvency occurring in relation to the Principal
Tenant.
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CERTAIN CHARACTERISTICS OF THE LIBRA LOAN AND PROPERTIES
The following tables set out certain information with respect to the Libra Loan and Properties. The
statistics in the following tables were primarily derived from information provided to the Loan Arranger by the
Borrower, other than assumptions or projections used in calculating such statistics, which were determined by
the Loan Arranger.
Libra Loan: ................................................ Cut-Off Date Securitised Loan Principal Balance: £638,000,000
Properties of the Borrower Group: 297 Properties, of which:
• 294 nursing homes (1) ; and
• 3 staff accommodation properties.
Tenure:
- 288 Properties are held on freehold basis (2) ;
- 7 Properties are held on long leasehold basis (3) ;
- 2 Properties are held on part freehold and part leasehold basis.
Aggregate portfolio value: £1,338,341,000
Use Type:................................................... Care home (4) : 100.0%
Staff accommodation: 0.0% (5)
Registered Beds:........................................ Registered Beds: 14,796
Occupancy: 90.0% (6)
Geographic Distribution (7) : ........................ England: 72.1%
Scotland: 17.9%
Wales: 6.8%
Northern Ireland: 3.2%
Credit Statistics:......................................... Libra Whole Loan U/W ICR: 1.05x (8)
Libra Loan U/W ICR: 1.79x (8)
Cut-Off Date Securitised Loan LTV (9) : 47.7%
Libra Loan Characteristics:........................ Loan Seasoning:
Remaining term to Loan Maturity Date:
3 months
21 months
(1) These include two nursing homes with two parcels of adjacent land.
(2) The 288 freehold Properties include three staff accommodation properties.
(3) With respect to five long leasehold Properties in England, one long leasehold Property in Scotland and one long leasehold Property in Northern Ireland, the
reversion of the lease is not held by a Borrower Group company.
(4) Includes the two parcels of adjacent land, the aggregate value of which is £250,000, as well as one Property that offers mental healthcare services. “Care
Home” includes one Property that offers mental healthcare services.
(5) Staff accommodation properties provide residential facilities for staff and represent aggregate Annualised Base Rent of £2,500.
(6) Based on total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%.
(7) “Geographic Distribution” based solely on the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan
Amount.
(8) With respect to the Libra Whole Loan, the U/W ICR is calculated after taking into account amounts on deposit in the Cash Reserve Account in order to
comply with the minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment).
Excluding the benefit of the Cash Reserve Account, the Libra Whole Loan U/W ICR is 0.89x. For the purposes of calculations in this document, LIBOR is
assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions.
(9) Based on the Cut-Off Date Securitised Loan Principal Balance divided by the aggregate Value of the Properties as set forth in the Valuation Report.
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Properties by Country
Country Number of Properties Value Percent of Value
England 224 £964,321,000 72.1%
Scotland 42 £239,441,000 17.9%
Wales 22 £91,528,000 6.8%
Northern Ireland 9 £43,051,000 3.2%
Total 297 £1,338,341,000 100.0%
Additional Information
The description in this Offering Circular of the Libra Loan is based upon the Libra Loan as at the close of
business on the Cut-Off Date, as adjusted for any principal repayments on the Libra Loan on or before the Cut-
Off Date (if any). The information set forth herein will be representative of the characteristics of the Libra Loan
as it will be constituted at the time the Notes are issued.
Loan Sale Agreement
Acquisition of the Libra Loan: On 3 April 2007, the Libra Whole Loan was transferred from CS Funding 1
Limited, which was the “Original Lender”, to Libra 2007 (NHP) Limited, the “Loan Seller”. On the Closing
Date, the Issuer will acquire the Libra Loan from the Loan Seller pursuant to the Loan Sale Agreement. The
purchase price under the Loan Sale Agreement will be paid to the Loan Seller on the Closing Date.
Representations and Warranties: None of the Issuer nor the Note Trustee has made (or will make) any of
the enquiries, searches or investigations which a prudent purchaser of the relevant assets would normally make
in relation to the Libra Loan or any Related Security. In addition, neither the Issuer nor the Note Trustee has
made or will make any enquiry, search or investigation at any time in relation to compliance by the Loan Seller,
the Servicer, the Special Servicer or any other person with respect to the provisions of the Loan Sale Agreement,
the Servicing Agreement, the Deed of Charge and Assignment or in relation to any applicable laws or the
execution, legality, validity, perfection, adequacy or enforceability of the Libra Loan or any Related Security
purchased on the Closing Date.
In relation to all of the foregoing matters concerning the Libra Loan and any Related Security and the
circumstances in which the advances were made to the Borrower, prior to the transfer of the Libra Loan to the
Issuer, each of the Issuer and the Note Trustee will rely entirely on the representations and warranties given by
each of the Loan Seller, the Original Lender and the Loan Arranger to the Issuer and the Note Trustee pursuant
to the Loan Sale Agreement.
The Loan Arranger will be required, if there has been a breach of any of the warranties under the Loan Sale
Agreement that materially and adversely affects the value of the Libra Loan or the Notes and such breach is not
capable of remedy, or, if capable of remedy, has not been remedied within 90 days of the Servicer or the Special
Servicer notifying the Loan Arranger of such breach (or such longer period as the Issuer, the Servicer, the
Special Servicer (in the case of the Libra Whole Loan becoming a Specially Serviced Loan) may agree, based
on written confirmation from S&P and Fitch (following notification to all of the Rating Agencies) that no
Adverse Rating Event will occur as a result of any such extended period or, if a Rating Agency has notified the
Servicer or the Special Servicer that, as a matter of policy, it will not issue such a confirmation, the Servicer or
the Special Servicer as applicable, determines that such extension would not be inconsistent with the Servicing
Standard), to repurchase (or participate in) the Libra Loan from the Issuer. In the event the Loan Arranger is
required to repurchase the Libra Loan, the repurchase price to be paid by the Loan Arranger will be an amount
equal to 100 per cent. of the outstanding principal balance of the Libra Loan, plus accrued interest and
outstanding expenses plus any amount of outstanding Servicing Advances and P&I Advances (including
interest) made with respect to the Libra Loan and all accrued and unpaid Servicing Fees or Special Servicing
Fees allocable to the Libra Loan. Any such repurchase (or participation) would result in a redemption of the
Notes in accordance with Condition 6(b) (Mandatory Redemption from Principal Distribution Amounts,
Sequential Principal Distribution Amounts and Pro Rata Principal Prepayment Amounts).
The representations and warranties will be made by the Loan Arranger as of the date on which the Libra
Whole Loan was transferred and assigned to the Issuer. These representations and warranties include, without
limitation (but subject to disclosure in the Loan Sale Agreement and to certain jurisdiction-specific differences
and as disclosed in this Offering Circular), statements to the following effect:
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(a) The Libra Loan carries a right to payment of principal in an amount not less than the relevant purchase
price paid for the Libra Loan by the Issuer (subject to certain minor adjustments in respect of accrued
interest on the Libra Loan).
(b) Interest is charged on the Libra Loan at such a rate as may be determined in accordance with the
provisions of the Credit Agreement.
(c) Pursuant to the terms of the Credit Agreement, the Borrower is not entitled to exercise any right of setoff
(except to the extent permitted by law) against the Original Lender or the Loan Seller, as the case
may be, in respect of any amount that is payable under the Libra Loan (other than in respect of amounts
retained as reserves in accordance with the terms of the Credit Agreement).
(d) The Libra Whole Loan contains no obligation of the Original Lender or the Loan Seller to make any
further advance which remains unperformed on the Closing Date and no part of any advance pursuant
to the Libra Loan has been retained by the Original Lender or the Loan Seller pending compliance by
the Borrower or any other party with any other conditions (other than amounts retained as reserves in
accordance with the terms of the Credit Agreement).
(e) The Original Lender, the Loan Seller or the Security Agent, as applicable, has, since the creation of the
Libra Loan, kept or caused to be kept full and proper accounts, books and records showing all
transactions, payments, receipts, proceedings and notices relating to the Libra Whole Loan and which
are complete and accurate in all material respects. All such accounts, books and records are up to date
and are held by, or to the order of, the Original Lender, the Loan Seller or, as the case may be, the
Security Agent.
(f) With the exception of three Properties used for staff accommodation, each Property is a property used
predominantly for the provision of healthcare and is either freehold, heritable title or long leasehold or,
in the case of two Properties, part freehold and part leasehold.
(g) In relation to each Property, the relevant Property Owner had, as at the date of the relevant Mortgage,
subject to matters disclosed in the due diligence conducted by the Loan Arranger in relation to the same
(in the case of Properties in England and Wales and Northern Ireland), a good and marketable title to
either title absolute or a term of years absolute in that Property, or (in the case of Properties in
Scotland) a valid and marketable title to that Property, duly registered or recorded in the Registers of
Scotland (with no exclusion of indemnity in the case of registered titles) and, together, the Property
Owners in respect of each Property are the legal and beneficial owners of such Property.
(h) Each Property was, as at the date of each Related Security, held by the relevant Property Owner free
(save for such Related Security) from any encumbrances which would materially adversely affect such
title, or the value for mortgage purposes set out in the most recent valuation in respect of the relevant
Property given by a valuer in connection with the Libra Loan, prior to the advancing of the Libra
Whole Loan (including any encumbrance contained in any leases relevant to such Properties).
(i) The Loan Arranger is not aware of any circumstances giving rise to a material reduction in the value of
any Property since the most recent valuation in respect of such Property referred to in paragraph (h)
above, other than market forces affecting the values of properties comparable to the relevant Property
in the area where the relevant Property is located.
(j) The Libra Loan and the Related Security constitute the valid and binding obligations of, and are
enforceable against, the Borrower and each Obligor (subject to general principles of law limiting the
same).
(k) Subject, in the case of Mortgages required to be registered or recorded at (as applicable) the Land
Registry in England and Wales, or the Registers of Scotland, or the Land Registry of Northern Ireland
or Registry of Deeds for Northern Ireland, and subject to such registration or recording, and to general
principles of law limiting the same, each Mortgage is a valid and subsisting first charge by way of legal
mortgage or (as applicable) first ranking standard security on the Property to which the Mortgage
relates, and as set out in this paragraph, in all cases (other than in Scotland, where priority periods do
not apply) application for registration has been or will be made within the relevant priority period such
that the security or title will, upon registration, be subject only to the matters revealed in the relevant
Report on Title.
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(l) Subject as set out in paragraph (k) above:
(i) the Security Agent has a good and marketable title to the Mortgages at law, subject to paragraph
(cc) below, and all things necessary to complete the Security Agent’s title to such Mortgages have
been done or are in the process of being done; and
(ii) the Security Agent is (subject to necessary registrations and recordings to the extent set forth in
paragraph (cc) below) the legal, and the Loan Seller is the beneficial, owner of the Mortgages, free
and clear of all material encumbrances, overriding interests (in each case, other than those to which
each relevant Property is subject), claims and equities and there were at the time of completion of
the relevant Mortgage, no adverse entries of encumbrances or applications for adverse entries of
encumbrances against any title at the Land Registry in England, or (as applicable) the Registers of
Scotland, Land Registry of Northern Ireland or Registry of Deeds for Northern Ireland, to any
relevant Property which would rank in priority to the Security Agent’s or the Loan Seller’s
interests therein.
(m) The Loan Seller is the legal and beneficial (subject to any necessary registrations) owner of the Libra
Loan free and clear of all encumbrances (other than those to which each Property is subject) and
claims.
(n) The legal and beneficial right, title and interest of the Loan Seller in the Libra Loan and the legal and
beneficial right, title and interest in the Related Security may be assigned, pledged or, as the case may
be, transferred absolutely, or, as the case may be, by operation of law or pursuant to the Loan
Documents, otherwise transferred to the Issuer.
(o) Immediately prior to advancing the Libra Whole Loan, the Properties charged as security therefore
were valued for the Loan Arranger by an independent, qualified surveyor or valuer appointed by the
Loan Arranger (on the basis of 50 sample full property inspections and, in addition, 187 sample
external inspections) and the principal amount advanced under the Libra Whole Loan at the date of
such advance did not exceed 87.6 per cent. of the amount of the Valuation.
(p) Prior to advancing the Libra Whole Loan, the Loan Arranger engaged an environmental consultant to
conduct at least a Stage 1 survey of the Properties. The results of such environmental survey did not
disclose any material violation of applicable environmental laws prior to the origination of the Libra
Whole Loan or the Closing Date in respect of which: (i) an operations and maintenance plan was not
established by the Borrower; (ii) a reserve was not established to remedy the relevant violation; or (iii)
all steps required to cure such violation were not taken.
(q) Prior to making the advance under the Libra Whole Loan, Reports on Title (excluding the Subsequent
Certificates of Title) were prepared by lawyers who addressed such reports to the Loan Arranger and
the Security Agent, which disclosed nothing which caused the Loan Arranger to decline to proceed
with the advance on its agreed terms.
(r) As at the Closing Date, to the best of the Loan Arranger’s knowledge:
(i) each Property is covered by a buildings insurance policy maintained by the relevant Obligor or
another person with an interest in the relevant Property on a full reinstatement basis and against the
risks and to the extent recommended in the insurance due diligence report provided in connection
with the Libra Whole Loan prior to the advancing of the Libra Whole Loan;
(ii) the Security Agent has been named as a co-insured in respect of each such policy or otherwise its
interest has been noted on the policy;
(iii) the relevant insurance policy for each relevant Property provides cover in respect of at least three
years’ loss of rent; and
(iv) the Loan Arranger has not received and (so far as the Loan Arranger is aware) nor has the Security
Agent received written notice that any such insurance policy is about to lapse on account of failure
by the relevant entity maintaining such insurance to pay the relevant premia.
(s) None of the Loan Seller, Original Lender or Loan Arranger has received written notice and to their
knowledge (without having made any specific enquiries) neither the Borrower nor any Obligor is in
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ankruptcy, liquidation, receivership, administration, illiquidity, over-indebtedness or pending
illiquidity or has filed for insolvency under any applicable law, nor has any winding up or
administrative order or dissolution been made by or against any of them.
(t) Since the date of origination of the Libra Whole Loan, no amount of principal or interest due from the
Borrower has, at any time, been more than 14 days overdue at the date hereof.
(u) There is no monetary default, nor is the Loan Arranger aware of any other breach or violation under the
Loan Documents which has not been remedied, cured or waived or of any outstanding default, breach
or violation by the Borrower under any Related Security (including the relevant Mortgage) or the Libra
Loan therefor or of any outstanding event which with the giving of notice or lapse of any applicable
grace period would constitute such a default, breach or violation.
(v) The Original Lender and Loan Seller have performed in all material respects all of their respective
obligations under or in connection with the Libra Loan and so far as the Loan Arranger is aware neither
has received any written notice from the Borrower or any other Obligor in respect of any action or
threatened action against the Original Lender or the Loan Seller or the Security Agent for any material
failure on the part of the Original Lender or the Loan Seller or the Security Agent under the Libra Loan
or any Related Security to perform any such obligations.
(w) None of the Loan Arranger, the Original Lender or the Loan Seller has received written notice of any
litigation or claim calling into question in any material respect the Original Lender’s, the Loan Seller’s
or the Security Agent’s title to the Libra Loan or its Related Security (including the relevant Mortgage),
save for notification received by the Loan Arranger relating to certain matters involving Propco 1 and
Propco 13, in relation to a subsidiary of which they have disposed, and the related properties.
(x) As at the Closing Date, none of the Loan Arranger, the Original Lender or the Loan Seller has received
written notice of any default that has not been remedied or forfeiture or irritancy of any Occupational
Lease granted in respect of a Property which would render the relevant Property unacceptable as
security for a Loan secured by the Security Agreements in respect of that Property in accordance with
the then applicable lending criteria of the Loan Arranger.
(y) None of the provisions of the Libra Whole Loan or any Related Security (including the relevant
Mortgage) have been waived, altered or modified in any material respect since it was entered into,
except as set out in the Loan Documents.
(z) To the best of the Loan Arranger’s knowledge (having made no investigation of the Borrower
following origination of the Libra Whole Loan made to it) there is no outstanding indebtedness in
respect of the Borrower secured by the Related Property other than: (i) the Libra Whole Loan, (ii) debt
which is fully subordinate to the Libra Whole Loan and (iii) debt incurred in the ordinary course of the
Borrower’s business.
(aa) To the best of the Loan Arranger’s actual knowledge (as a commercial property lender only and not, for
the avoidance of doubt, as a valuer, and having made no investigations), no valuation given by a valuer
in connection with the Libra Loan, its Related Security and the relevant Mortgage was fraudulently
undertaken by the Valuer.
(bb) To the best of the Loan Arranger’s knowledge, having made no investigation of the relevant title, no
Report on Title was fraudulently prepared by the relevant lawyer who prepared the same.
(cc) In relation to any Mortgage where the relevant Security Agent’s title to such Mortgage has not been
perfected, the Security Agent has as of the Closing Date taken all reasonable steps in each relevant
jurisdiction to perfect its title to the Mortgage, or has an absolute right to be registered or recorded as
proprietor or registered owner in each relevant jurisdiction of the Mortgage, as first mortgagee or
heritable creditor of the interest in the relevant Property, which is subject to that Mortgage.
(dd) As at the Closing Date, in respect of each leasehold Property:
(i) any requisite consent of the landlord under any long leasehold, and any required notice to the
landlord of, the creation of the relevant Related Security has been obtained or given and placed
with the title deeds, and no long lease for the Property contains any provision whereby it may be
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forfeited or irritated on bankruptcy or liquidation of the lessee or on any other ground except
breach of covenant of the Tenant’s obligations or the non-payment of rent by the lessee;
(ii) the terms of the long leases do not expire earlier than approximately 87 years after the Loan
Maturity Date, excluding extension of the Libra Loan, being the earliest and approximately 987
years being the latest (excluding the long lease with respect to the Property at Cedarhurst Lodge
with a lease term of 9,000 years, starting on 1 February 1994);
(iii) all other terms of any long lease are such that, in light of all of the circumstances pertaining to the
Libra Loan and the Related Security, the Loan Arranger regarded them as acceptable for the
purposes of comprising security for the Libra Loan; and
(iv) the Loan Arranger has not received written notice of any material unremedied breaches of any long
lease.
No warranties other than those set out in the Loan Sale Agreement will be given by the Loan Arranger in
relation to any Related Security given by the Borrower and the other Obligors (as applicable). Therefore, except
to the extent of the aforementioned warranty, there can be no assurance that there will be any Related Security
for the Libra Loan or, if there is, that such Related Security will be of any value in connection with the
enforcement of the Libra Loan or will realise any moneys which can be applied in satisfaction of any amounts
outstanding from the Borrower under the Libra Loan.
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THE STRUCTURE OF THE ACCOUNTS
The Libra Tranching Account
Payments in respect of accrued interest, principal, fees and payments to the Swap Provider under the Credit
Agreement will be made from the account established by the Security Agent with the Operating Bank pursuant
to the Senior Intercreditor Deed (the “Libra Tranching Account”) by the Servicer or the Special Servicer, as
applicable, in accordance with the priority of payments set forth in the Credit Agreement and the Senior
Intercreditor Deed.
The Issuer’s Accounts
Pursuant to a Cash Management Agreement to be dated on or about the Closing Date among, inter alios, the
Issuer, the Note Trustee, the Cash Manager and the Operating Bank (the “Cash Management Agreement”), the
Operating Bank will open and maintain an account (the “Collection Account”) in the name of the Issuer into
which the Cash Manager or the Servicer, as applicable, will cause to be deposited, inter alia, all amounts
collected on the Libra Loan and all Advances made by the Advance Provider or, as the case may be, the Backup
Advance Provider under the Servicing Agreement.
The Operating Bank will also open and maintain the following accounts (which may be sub-accounts of the
Collection Account): (i) the “Class V Account”, into which will be deposited (a) £50,000 with respect to the
Class V Notes on the Closing Date and (b) all amounts allocated to the Class V Account, as described in
paragraph (a) below; and (ii) the “Class X Account” into which the Issuer will deposit £50,000 with respect to
the Class X Notes on the Closing Date. The Collection Account, the Class V Account and the Class X Account
are collectively referred to herein as, the “Issuer Accounts”.
Certain Calculations: The Cash Manager will operate the Issuer Accounts in accordance with the terms of
the Cash Management Agreement, using information given to it by the Servicer or the Special Servicer pursuant
to the Servicing Agreement.
Prior to making any distributions on the Notes on any Payment Date, the Cash Manager will allocate all
funds received with respect to the Libra Loan, any interest on or other net income earned from investments of
funds held in the Issuer Accounts and certain amounts received from the Subordinate Lenders (representing cure
payments or amounts owed to, inter alios, the Servicer and Special Servicer, in respect of fees and expenses), to
the Class V Account and the Collection Account as follows:
(a) To the Class V Account,
(i) all Prepayment Charges and Yield Maintenance Premia with respect to the Libra Loan received
during the Collection Period immediately preceding such Payment Date; and
(ii) any interest earned on amounts deposited in the Collection Account, the Class V Account and the
Class X Account or net income earned from Permitted Investments of such amounts during the
Collection Period immediately preceding such Payment Date (in each case other than interest or
net income earned in respect of prepayments or liquidation proceeds deposited into the Collection
Account during such Collection Period).
(b) To the Collection Account,
(i) the “Principal Distribution Amount” for any Payment Date, which will be equal to the sum,
without duplication, of the principal component of:
(A) all payments, repayments (including any voluntary or mandatory principal prepayments or
Balloon Payments) and amortisation due or deemed due in respect of the Libra Loan
(including any payments in connection with the acceleration of the Libra Loan) and actually
received during the Collection Period immediately preceding such Payment Date;
(B) P&I Advances made by the Advance Provider or the Backup Advance Provider, as applicable,
with respect to such Payment Date;
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(C) any payment made by the Loan Arranger to repurchase (or participate in) the Libra Loan
pursuant to the Loan Sale Agreement during the Collection Period immediately preceding
such Payment Date; and
(D) to the extent not included above, any full or partial recoveries in respect of principal, net
insurance proceeds, compulsory purchase proceeds and net enforcement or liquidation
proceeds received in respect of the Libra Loan during the Collection Period immediately
preceding such Payment Date (including the principal component of any payment received in
connection with the sale of the Libra Loan pursuant to the Purchase Option or to a Subordinate
Lender under the related Subordinate Debt, if applicable, in each case as described under
“Servicing—Enforcement of the Libra Loan”);
in any case due or deemed due and actually received during the Collection Period related to such
Payment Date; provided that after an enforcement of the security granted pursuant to the Deed of
Charge and Assignment in accordance with its terms, all amounts remaining as Available Funds in
the Collection Account will be considered Principal Distribution Amounts;
(ii) any interest or net income earned on any prepayments, Break Costs or liquidation proceeds
deposited into the Collection Account during the Collection Period immediately preceding such
Payment Date;
(iii) any and all interest earned on the Libra Loan, all amounts received under the Basis Swap
Transaction, the interest component of all P&I Advances made by the Advance Provider or the
Backup Advance Provider under the Servicing Agreement, and any other amounts received (other
than amounts allocated to the Class V Account as provided in paragraph (a) above), including all
Break Costs;
(iv) any amounts representing the fees and expenses payable to the Servicer or Special Servicer or
other party (other than the relevant Subordinate Lender), pursuant to the terms of the Senior
Intercreditor Deed; and
(v) any and all payments on account of the Swap Transactions that are payable to the Swap Provider
under the terms of the Senior Intercreditor Deed (other than Swap Subordinated Amounts).
The “Principal Prepayment Amount” for any Payment Date will be equal to the sum of: (without
duplication) any voluntary or mandatory principal prepayments (including any premium received in connection
with any property release) or Balloon Payment but excluding, in each case, amortisation actually received under
the Libra Loan during the Collection Period related to such Payment Date.
The “Principal Amortisation Amount” for any Payment Date will be equal to the Principal Distribution
Amount for such Payment Date less the Principal Prepayment Amount for such Payment Date.
The “Sequential Principal Distribution Amount” for any Payment Date will be equal to the excess of the
Principal Distribution Amount received for the Libra Loan for such Payment Date over the Pro Rata Principal
Prepayment Amount for such Payment Date.
The “Pro Rata Principal Prepayment Amount” and the “Pre-Trigger Sequential Principal
Prepayment Amount” for any Payment Date will be equal to the lesser of:
(a) 50 per cent. of the Principal Prepayment Amount for such Payment Date; or
(b) 50 per cent. of an amount that, if applied against the aggregate Principal Amount Outstanding of the
Notes (other than the Class X Notes and the Class V Notes) as at such Payment Date would, after
application of any Principal Amortisation Amount on such Payment Date, reduce such Principal
Amount Outstanding to 50 per cent. of the Principal Amount Outstanding of the Notes (other than the
Class X Notes and the Class V Notes) as at the Closing Date.
Notwithstanding the foregoing if a Sequential Prepayment Trigger exists on the Determination Date
immediately preceding such Payment Date, the Pro Rata Principal Prepayment Amount and the Pre-Trigger
Sequential Principal Prepayment Amount for such Payment Date will be zero.
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“Sequential Prepayment Trigger” means, on any Determination Date, the existence of any of the
following:
(a) a Material Loan Event of Default under the Credit Agreement relating to the Libra Loan; or
(b) NAI Amounts have been allocated to any class of Notes since the Closing Date due to realised losses
on the Libra Loan, or there has been a failure to pay interest when due on any Note; or
(c) the aggregate Principal Amount Outstanding of the Notes (other than the Class X Notes and the Class
V Notes) is less than or equal to 50 per cent. of the aggregate Principal Amount Outstanding of the
Notes (other than the Class X Notes and the Class V Notes) as at the Closing Date; or
(d) a Note Event of Default has been declared and is outstanding.
“Material Loan Event of Default” means any Loan Event of Default deemed by the Servicer or, with
respect to a Specially Serviced Loan, the Special Servicer to be material on the basis of the Credit Agreement,
which Loan Events of Default shall include, but not be limited to, any monetary event of default, insolvency (of
a member of the Borrower Group or of the Principal Tenant), cross-default with other indebtedness, or certain
breaches of representation. Upon the occurrence of a Material Loan Event of Default, the Servicer or the
Special Servicer, as applicable, will be required to promptly notify the Cash Manager.
Payment of Expenses: After allocating the amounts described above to the Issuer Accounts, the Cash
Manager shall instruct the Operating Bank to make the following payments from amounts allocated to the
Collection Account (as provided above) in priority to all other payments required to be made by the Issuer and
on any day such payments are due:
(a) any amounts of expenses due and payable by the Issuer in the ordinary course of its business properly
payable to third parties (and not payable to a Periodic Fee Party or the Special Servicer) including its
liability, if any, to corporation tax and/or value added tax;
(b) any amounts on account of interest that accrued prior to the assignment of the Libra Loan to the Issuer
and that are payable to the Loan Seller pursuant to the Loan Sale Agreement;
(c) on any date that such amounts are due, and to the extent not paid by: (i) the Issuer, any amounts or
expenses due and payable to the Swap Provider as periodic payments or Swap Termination Payments
on the Basis Swap Agreement; and (ii) the Borrower, any amounts or expenses due and payable to the
Swap Provider as periodic payments or Swap Termination Payments on the Swap Agreement, but
excluding any Forward Swap Subordinated Amounts;
(d) to the Advance Provider or the Backup Advance Provider, in the event that there is an outstanding
Advance (other than any Nonrecoverable Advance) in relation to the Libra Whole Loan, Property or
MIP Property, the lesser of:
(i) any Late Collections received or recovered in respect of the Libra Whole Loan, Property or MIP
Property for which an Advance had been made; and
(ii) the amount of the Advance made with respect to the Libra Whole Loan (together with all accrued
interest thereon at the Reimbursement Rate and all Additional Interest),
each of such amounts described in paragraphs (a), (b), (c) or (d) above being, a “Revenue Priority
Amount”.
“Additional Interest” means, with respect to any Advance, the amount (if any) of Late Collections in
respect of such Advance which represent default interest to the extent the same is not applied toward the
recovery of Advances pursuant to the Servicing Agreement.
“Reimbursement Rate” means the rate per annum applicable to the accrual of interest on Servicing
Advances and P&I Advances in accordance with the terms of the Servicing Agreement which rate per annum
will equal the sum of the base lending rate, from time to time, of SONIA and 1.25 per cent. per annum.
“SONIA” or “Sterling Overnight Interbank Average” is the effective overnight reference rate for
Sterling as calculated by the Wholesale Markets Brokers’ Association set forth for that day on
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Moneyline/Telerate Page 3937 or on Reuters Screen SONIA (or on any successor page thereto) under the
heading “Sterling Overnight Index”. If such rate does not appear on either such screen, the interest rate shall be
the rate set forth on that screen for the first preceding day for which such rate is available.
For the purposes of this definition the Wholesale Markets Brokers’ Association is the association, registered
at Cable House 54-62, New Broad Street, London EC2M 1ST.
On each Payment Date, including post-enforcement, the Cash Manager will be required to instruct the
Operating Bank to make payments from the Collection Account in the amounts required for application in the
following order of priority (in each case only if and to the extent that payments or provisions of a higher priority
have been made in full):
(a) first, to pay, pro rata, the respective amounts thereof due on the Payment Date in question to the
following parties:
(i) any amount of fees, costs and expenses (plus VAT, if applicable) due to the Note Trustee or any of
its appointees; and
(ii) any amount of fees, costs and expenses (plus VAT, if applicable) that are payable to any receiver
appointed by or on behalf of the Note Trustee;
(b) second, to pay any amount of fees, costs and expenses (plus VAT, if applicable) then due and payable
to the Principal Paying Agent, the Irish Paying Agent, the Registrar, the Agent Bank and the Common
Depository;
(c) third, to pay, pro rata, any amount of fees, costs and expenses (plus VAT, if applicable) then due and
payable by the Issuer and the Subordinate Lenders to the Servicer or Special Servicer, with respect to
the Libra Loan and the Subordinate Debt;
(d) fourth, to pay any amount of fees, costs and expenses (plus VAT, if applicable) then due and payable to
the Cash Manager;
(e) fifth, to pay any amount of fees, costs and expenses (plus VAT, if applicable) then due and payable to
the Corporate Services Provider, and (to the extent not covered by the fees payable to the Corporate
Services Provider) to the Issuer’s directors and any accountants, auditors and advisers appointed by the
Issuer or its directors;
(f) sixth, to pay any amount of fees, costs and expenses (plus VAT, if applicable) then due and payable to
the Operating Bank;
(g) seventh, to pay any amount (including any fees, costs and expenses (plus VAT, if applicable)) due and
payable to the Advance Provider or, as the case may be, the Backup Advance Provider but excluding
any Subordinated Advance Amounts (as defined below);
(h) eighth, to pay amount into the Issuer Share Capital Proceeds Account (in an amount equal to €1,500
per annum) (the “Issuer Margin”); and
(i) ninth, to pay or provide for any amount of fees, costs and expenses (plus VAT, if applicable) due and
payable by the Issuer to any other parties (other than any third party described in item (a) of Revenue
Priority Amount above, but including its liability, if any, to corporation tax and/or value added tax
except insofar as such tax has previously been provided for under this paragraph and incurred by the
Issuer in the course of its business) without breach by the Issuer of the Deed of Charge and Assignment
or the Note Trust Deed and in providing for any such obligations expected to come due in the
following Collection Period,
such amounts being, together, the “Expenses Priority Amounts”.
“Subordinated Advance Amounts” means any amounts due under the Servicing Agreement in respect of
interest on any Advance in respect of withholding taxes or increased costs as a result of a change in law.
“Forward Swap Subordinated Amounts” means any termination amount due to the Swap Provider under
the Swap Agreement to the extent relating to the Forward Swap.
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Distributions on the Notes: On each Payment Date, including post-enforcement, the Cash Manager will be
required to make payments from amounts remaining in the Collection Account after the payment of all Revenue
Priority Amounts and Expenses Priority Amounts (such remaining amounts, the “Available Funds”), as set
forth under “—Priority of Payments” and “—Distribution of the Pro Rata Principal Prepayment Amount”
below.
Priority of Payments: On each Payment Date, including post-enforcement (except as otherwise provided
below), payments from Available Funds in the Collection Account (excluding any Pro Rata Principal
Prepayment Amount, which shall be distributed as described under “—Distribution of the Pro Rata Principal
Prepayment Amount”), will be made by the Cash Manager in the following order of priority after payment of
Revenue Priority Amounts and Expenses Priority Amounts (in each case only if and to the extent that payments
or provisions of higher priority have been made in full) (the “Sequential Priority of Payments”):
(i) first, to pay, pro rata, all interest due or overdue and payable on the Class A Notes and the Class X
Notes together with any interest thereon, in accordance with the provisions of the Conditions and
the Note Trust Deed;
(ii) second, to pay all principal due and payable on the Class A Notes in an amount up to the lesser of:
(a) their Principal Amount Outstanding; and (b) the Sequential Principal Distribution Amount in
accordance with the provisions of the Conditions and the Note Trust Deed;
(iii) third, to pay that portion of the Class A Notes that represents any NAI Amounts previously
allocated to such class;
(iv) fourth, to pay the Forward Swap Subordinated Amounts to the Swap Provider;
(v) fifth, to pay all interest due or overdue and payable on the Class B Notes together with any interest
thereon, in accordance with the provisions of the Conditions and the Note Trust Deed;
(vi) sixth, to pay all principal due and payable on the Class B Notes in an amount up to the lesser of:
(a) their Principal Amount Outstanding; and (b) the Sequential Principal Distribution Amount, less
the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior
clauses, in accordance with the provisions of the Conditions and the Note Trust Deed;
(vii) seventh, to pay that portion of the Class B Notes that represents any NAI Amounts previously
allocated to such class;
(viii) eighth, to pay all interest due or overdue and payable on the Class C Notes together with any
interest thereon, in accordance with the provisions of the Conditions and the Note Trust Deed;
(ix) ninth, to pay all principal due and payable on the Class C Notes in an amount up to the lesser of:
(a) their Principal Amount Outstanding; and (b) the Sequential Principal Distribution Amount, less
the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior
clauses, in accordance with the provisions of the Conditions and the Note Trust Deed;
(x) tenth, to pay that portion of the Class C Notes that represents any NAI Amounts previously
allocated to such class;
(xi) eleventh, to pay all interest due or overdue and payable on the Class D Notes together with any
interest thereon, in accordance with the provisions of the Conditions and the Note Trust Deed;
(xii) twelfth, to pay all principal due and payable on the Class D Notes in an amount up to the lesser of:
(a) their Principal Amount Outstanding; and (b) the Sequential Principal Distribution Amount, less
the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior
clauses, in accordance with the provisions of the Conditions and the Note Trust Deed;
(xiii) thirteenth, to pay that portion of the Class D Notes that represents any NAI Amounts previously
allocated to such class;
(xiv) fourteenth, to pay all interest due or overdue and payable on the Class E Notes together with any
interest thereon, in accordance with the provisions of the Conditions and the Note Trust Deed;
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(xv) fifteenth, to pay all principal due and payable on the Class E Notes in an amount up to the lesser of:
(a) their Principal Amount Outstanding and (b) the Sequential Principal Distribution Amount, less
the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior
clauses, in accordance with the provisions of the Conditions and the Note Trust Deed;
(xvi) sixteenth, to pay that portion of the Class E Notes that represents any NAI Amounts previously
allocated to such class;
(xvii) seventeenth, to pay to the Advance Provider or, as the case may be, the Backup Advance Provider,
any Subordinated Advance Amounts with respect to the Libra Whole Loan; and
(xviii) eighteenth, to pay any surplus to the Issuer and, if the directors of the Issuer so resolve, and the
Issuer may lawfully do so, to pay dividends to shareholders in the Issuer.
On any Payment Date, including post-enforcement, on which principal amounts are due and payable on the
Class X Notes or the Class V Notes, the Cash Manager will instruct the Operating Bank to pay such amounts
from the Class X Account and the Class V Account, respectively, in accordance with the Conditions and the
Note Trust Deed. See “Terms and Conditions of the Notes—Condition 6”. On any Payment Date, including
post-enforcement, on which interest is due and payable on the Class V Notes, such interest will be paid from the
Class V Account in accordance with the Conditions and the Note Trust Deed. See “—Class V Account” and
“Terms and Conditions of the Notes—Condition 5(c)”.
To the extent that Available Funds on any Payment Date, after paying any interest then due and payable on
the most senior class of Notes then outstanding (other than the Class V Notes), are insufficient to pay in full
interest due on any outstanding class or classes of more junior-ranking Notes (other than the Class V Notes), the
shortfall in the interest amount then due and payable will be paid, in accordance with the Sequential Priority of
Payments, on one or more subsequent Payment Dates if Available Funds on such Payment Date or Payment
Dates are sufficient to pay such amounts.
Distribution of the Pro Rata Principal Prepayment Amount: On each Payment Date prior to a Sequential
Prepayment Trigger in respect of which the Principal Prepayment Amount is greater than zero, the Cash
Manager will allocate and distribute Pro Rata Principal Prepayment Amounts from Available Funds in the
Collection Account pro rata to each class of Notes then outstanding (other than the Class X Notes and the Class
V Notes) based upon the respective Principal Amount Outstanding of each such class of Notes and the aggregate
Principal Amount Outstanding of the Notes (other than the Class X Notes and the Class V Notes) on such
Payment Date, in each case after taking into account application of (i) the Principal Amortisation Amount and
(ii) the Pre-Trigger Sequential Principal Prepayment Amount for such Payment Date in accordance with the
Sequential Priority of Payments.
Class V Account: The Issuer will deposit £50,000 on the Closing Date into the Class V Account, which
amount will be available to pay principal only on the Class V Notes as and when such principal becomes due in
accordance with the Conditions and the Note Trust Deed to the extent that such principal has not been
previously redeemed (as such balance may be reduced, the “Class V Deposit”). The Class V Deposit will be
segregated from all other amounts deposited in the Class V Account and will not be available to pay interest on
the Class V Notes at any time. Amounts allocated to the Class V Account, as described above under “—Certain
Calculations”, if any, will be available to pay interest on the Class V Notes. The amount of interest due with
respect to any Payment Date on the Class V Notes is equal to the interest accrued during the Interest Accrual
Period expiring immediately before such Payment Date at the Class V Interest Rate on the principal amount
outstanding of the Class V Notes. The Rate of Interest applicable to the Class V Notes for any Interest Accrual
Period will be the Class V Interest Rate as calculated on the Interest Determination Date in respect of the
Interest Accrual Period for which the rate will apply. The “Class V Interest Rate” for any Payment Date will
be a per annum rate, expressed as a percentage, equal to the product of: (a) the fraction obtained by dividing: (i)
the Class V Amounts Factor for the Class V Notes, by (ii) the actual number of days in the relevant Interest
Accrual Period expiring immediately before such Payment Date; and (b) 365. The “Class V Amounts Factor”
is, as of any Payment Date, equal to the amount expressed as a percentage obtained by dividing: (i) the Class V
Amounts for the Interest Accrual Period expiring immediately before such Payment Date by (ii) the Principal
Amount Outstanding of the Class V Notes as at the beginning of such period. The “Class V Amounts” in
respect of the Payment Date immediately following the expiry of an Interest Accrual Period means the sum of:
(i) all Prepayment Charges and Yield Maintenance Premia with respect to the Libra Loan received
during the Collection Period immediately preceding such Payment Date; and
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(ii) any interest earned on amounts deposited in the Collection Account, the Class V Account and the
Class X Account or net income earned from Permitted Investments of such amounts in each case
during the Collection Period immediately preceding such Payment Date (in each case other than
amounts earned in respect of prepayments (including Break Costs) or liquidation proceeds
deposited into the Collection Account during such Collection Period).
Class X Account: The Issuer will deposit £50,000 on the Closing Date into the Class X Account, which
amount will be available to pay principal only on the Class X Notes as and when such principal becomes due in
accordance with the Conditions and the Note Trust Deed. On each Determination Date, the Cash Manager shall
transfer any interest earned on, or net income earned from Permitted Investments of, funds in the Class X
Account during the related Collection Period to the Class V Account.
An “Authorised Entity” is a bank or European Union credit institution (i) the short-term unsecured,
unguaranteed and unsubordinated debt obligations of which are rated at least “A-1+” by S&P and “P-1” by
Moody’s and “F1” by Fitch and (ii) the long-term unsecured, unguaranteed or unsubordinated debt obligations
of which are rated at least “AA-” by S&P and “A1” by Moody’s and “AA-” by Fitch, or, if at the relevant time
there is no such entity, any entity approved in writing by the Note Trustee and the Rating Agencies.
“Permitted Investments” means (a) sterling denominated government securities, or (b) sterling demand or
time deposits, certificates of deposit and short-term debt obligations (including commercial paper); provided
that in all cases such investments (i) will mature at least one business day prior to the next Payment Date; (ii) the
short-term unsecured, unguaranteed and unsubordinated debt obligations of the issuing or guaranteeing entity or
the entity with which the demand or time deposits are made (being a bank or licensed EU credit institution) are
rated at least “A1+” by S&P, “F1+” by Fitch and “A1” (long term) and “Prime-1” (short term) by Moody’s; (iii)
provide for principal to be repaid in respect of such investment which is at least equal to the price paid to
purchase such investment and does not fall to be determined by reference to any formula or index and is not
subject to any contingency; and (iv) qualifies as a Portfolio Interest Obligation or for some other exemption
from United States withholding tax if such Permitted Investment is issued by a United States Eligible Institution.
“Foreign Targeted” means a debt obligation that is described in Section 881(c)(2)(A) and Section
871(h)(2)(A) of the United States Internal Revenue Code of 1986, as amended, and the Treasury regulations
promulgated thereunder.
“Portfolio Interest Obligation” means any obligation that is treated as debt for U.S. federal income tax
purposes, and either: (a) (i) is either Registered or Foreign Targeted, (ii) does not provide for payment of
“contingent interest” within the meaning of Section 871 of the Internal Revenue Code and the Treasury
regulations promulgated thereunder, (iii) if the Issuer is a “controlled foreign corporation” within the meaning of
Section 957(a) of the Internal Revenue Code and the Treasury regulations promulgated thereunder, does not
have an obligor which is a “related person”, within the meaning of Section 864(d)(4) of the Internal Revenue
Code and the Treasury regulations promulgated thereunder, with respect of the Issuer, and (iv) does not have an
obligor of which the Issuer is a “10 per cent. shareholder”, within the meaning of Section 871(h)(3) of the
Internal Revenue Code and the Treasury regulations promulgated thereunder; or (b) the interest on which is
described in Section 871(i)(2) of the Internal Revenue Code and the Treasury regulations promulgated
thereunder.
“Registered” means a debt obligation that is described in Section 881(c)(2)(b) and Section 871(h)(2)(B) of
the United States Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated
thereunder.
“United States Eligible Institution” means any depository institution, organised under the laws of any
state of the United States, the short-term unsecured, unsubordinated and unguaranteed debt obligations of which
are rated, at least “P1” by Moody’s, “F1+” by Fitch and “A-1+” by S&P.
Issuer Share Capital Proceeds Account: The share capital proceeds of the Issuer will also be deposited in a
segregated account of the Issuer established at the Operating Bank for the sole purpose of holding such amounts,
payments representing the Issuer Margin and interest thereon (if any) (the “Issuer Share Capital Proceeds
Account”).
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DESCRIPTION OF THE NOTE TRUST DEED
On the Closing Date a deed of charge and assignment (the “Deed of Charge and Assignment”) governed
by English law or, to the extent applicable, Scots law, Northern Irish law or Jersey law, will be entered into,
pursuant to which among other things the Issuer will grant security over its interest in the Libra Loan.
The Note Trustee will be appointed pursuant to the Note Trust Deed to represent the interests of the
Noteholders. The Note Trustee will agree to hold the benefit of the covenants of the Issuer contained in the
Note Trust Deed on trust for itself and for the benefit of the Noteholders and the security created by or under the
Deed of Charge and Assignment for the benefit of, inter alios, the Noteholders.
Among other things, the Note Trust Deed:
(a) sets out when, and the terms upon which, the Note Trustee will be entitled or obliged, as the case may
be, to take steps to enforce the Issuer’s obligations under the Notes and certain other relevant
documents or to enforce the security created by the Issuer under the Deed of Charge and Assignment;
(b) contains various covenants of the Issuer relating to repayment of principal and payment of interest in
respect of the Notes, to the conduct of its affairs generally and to certain ongoing obligations connected
with its issuance of the Notes;
(c) provides for the remuneration of the Note Trustee, the payment of expenses incurred by it or any
appointee in the exercise of its powers and performance of its duties and provides for the
indemnification of the Note Trustee and any appointee against liabilities, losses and costs arising out of
the Note Trustee’s or such appointee’s exercise of its powers and performance of its duties;
(d) sets out whose interests the Note Trustee should have regard to when there is a conflict between the
interests of different classes of Noteholders;
(e) provides that the determinations of the Note Trustee shall be conclusive and binding on the
Noteholders;
(f) sets out the extent of the Note Trustee’s powers and discretions, including its rights to delegate the
exercise of its powers or duties to agents, to seek and act upon the advice of certain experts and to rely
upon certain documents without further investigation;
(g) sets out the scope of the Note Trustee’s liability for any breach of duty or breach of trust, negligence or
wilful default in connection with the exercise of its duties, including losses resulting from any disposal
of any assets held by it by way of security made by it pursuant to the Deed of Charge and Assignment;
(h) sets out the terms upon which the Note Trustee may, without the consent of the Noteholders, waive or
authorise any breach or proposed breach of covenant by the Issuer or determine that a Note Event of
Default or an event which will become a Note Event of Default with the giving of notice or the passage
of time shall not be treated as such;
(i) sets out the terms upon which the Note Trustee may, without the consent of the Noteholders, make or
sanction any modification to the Conditions or to the terms of the Note Trust Deed or certain other
relevant documents; and
(j) sets out the requirements for and organisation of Noteholder meetings.
The Note Trust Deed also contains provisions governing the retirement or removal of the Note Trustee and
the appointment of a successor Note Trustee. The Note Trustee may at any time and for any reason resign as
Note Trustee upon giving not less than three months’ prior written notice to the Issuer. The holders of the Notes
of each class (other than the Class X Noteholders and the Class V Noteholders), acting by Extraordinary
Resolution, may together remove the Note Trustee from office. No retirement or removal of the Note Trustee
(or any successor Note Trustee) will be effective until a trust corporation has been appointed to act as successor
Note Trustee.
The appointment of a successor Note Trustee shall be made by the Issuer or, where the Note Trustee has
given notice of its resignation and the Issuer has failed to make any such appointment by the expiry of the
applicable notice period, by the Note Trustee itself.
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DESCRIPTION OF THE SWAP TRANSACTIONS
Swap Transactions
The Libra Whole Loan is a floating rate mortgage loan. The Borrower has entered into an agreement with
Credit Suisse International (the “Swap Provider”) in the form of an ISDA 1992 Master Agreement (the “Swap
Agreement”). Pursuant to the Swap Agreement the Borrower has entered into the following swap transactions,
each documented by respective confirmations:
• One interest rate swap transaction for an aggregate notional amount of £1,172,000,000 and having an
effective date of 15 January 2007 and a termination date of 15 January 2010 (the “Spot Swap”); and
• One forward interest rate swap transaction for an aggregate notional amount of £1,172,000,000 and
having an effective date of 15 January 2010 and a termination date of 15 January 2017 (the “Forward
Swap”),
(each of the Spot Swap and the Forward Swap, a “Swap Transaction” and collectively, the “Swap
Transactions”). The termination date of the Spot Swap is the date on which the Libra Whole Loan would
mature if the option to extend the maturity by one year from 15 January 2009 were to be exercised. The
Forward Swap terminates on the Maturity Date of the Notes.
In addition, on or before the Closing Date, the Issuer will enter into a swap agreement with the Swap
Provider in the form of the ISDA 1992 Master Agreement (Multicurrency-Cross Border) (the “Basis Swap
Agreement”). In relation to the Basis Swap Agreement, the Swap Provider has entered into a swap
confirmation with respect to the Libra Loan (the “Basis Swap Confirmation”) evidencing the terms of such
swap transaction (the “Basis Swap Transaction”), pursuant to which the Issuer will swap LIBOR as calculated
on the reset date for amounts payable under the Libra Loan for LIBOR as calculated on the reset date for
amounts payable in respect of the Notes. The Basis Swap Confirmation has an effective date of 15 April 2007
and a termination date of 20 January 2010.
Subject to the following, the Swap Provider is obliged only to make payments under the Basis Swap
Transaction to the extent that the Issuer makes the corresponding payments thereunder. Furthermore, a failure
by the Issuer to make timely payment of amounts due from it under the Basis Swap Transaction will constitute a
default in respect of the relevant payment due under the relevant Basis Swap Transaction if such failure is not
remedied on or before the third Business Day in respect of the Basis Swap Transaction following notice of such
non-payment and entitle the relevant Swap Provider to terminate the Basis Swap Transaction.
Depending on LIBOR at the relevant time(s), a payment may be due from the Issuer or the Borrower, as
applicable, to the Swap Provider in connection with a termination or partial termination of a Swap Transaction
or vice versa (a “Swap Termination Payment” and, with respect to the Spot Swap, the “Spot Swap
Termination Payments”; and with respect to the Forward Swap, the “Forward Swap Termination
Payments”). Any such Swap Termination Payment due to the Swap Provider in respect of the Swap
Transaction entered into in respect of the Libra Whole Loan will be applied in the manner described in “The
Structure of the Accounts” above. To the extent not paid by the Issuer or the Borrower, as applicable, Swap
Termination Payments (other than Swap Subordinated Amounts) and payment of amounts or expenses due and
payable to the Swap Provider, but excluding Forward Swap Subordinated Amounts, will be made in priority to
all other payments required to be made by the Issuer on any day such payments are due as a Revenue Priority
Amount. Forward Swap Subordinated Amounts are subordinated and are paid after payment of interest and
principal on the Class A Notes and the Class X Notes (as to interest only). The amount of any Swap
Termination Payment will depend upon current market rates at the time of termination of the Swap Agreement
and can be substantial.
“Forward Swap Subordinated Amounts” means any amount due to the Swap Provider under the Swap
Agreement to the extent relating to the Forward Swap (but does not include Swap Subordinated Amounts).
“Swap Subordinated Amounts” means any termination amount due to the Swap Provider as a result of a Swap
Trigger or as a result of termination due to the occurrence of a Tax Event Upon Merger (as defined in the Swap
Agreement). “Swap Trigger” means: (a) the occurrence of an Event of Default (as defined in the Swap
Agreements) in respect of the Swap Provider; (b) the failure by the Swap Provider to comply with the
requirements under the Swap Agreements in relation to loss of any Minimum Swap Provider Ratings; or (c) the
occurrence of a Credit Event Upon Merger (as defined in the Swap Agreements) with regard to the Swap
Provider.
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Each Swap Transaction and Basis Swap Transaction may be terminated in accordance with certain
termination events and events of default (each, a “Swap Termination Event”), the most important of which are
more particularly described below.
An acceleration of the Libra Whole Loan as a result of a Loan Event of Default under the Credit Agreement
for the Libra Whole Loan may result in the Swap Agreements being terminated. In addition, the prepayment or
part prepayment of the Libra Loan will constitute an additional termination event.
The Swap Provider will be obliged to make payments under the Swap Agreements and the Basis Swap
Agreement without any withholding or deduction of taxes unless required by law. If any such withholding or
deduction is required by law, the Swap Provider will be required to pay such additional amount as is necessary
to ensure that the amount actually received by the Borrower will equal the full amount the Borrower would have
received had no such withholding or deduction been required or, if such withholding or deduction is a
withholding or deduction which will or would be or becomes the subject of any tax credit, allowance, set-off,
repayment or refund to the Swap Provider, to use all reasonable endeavours to reach agreement to mitigate the
incidence of tax on the Issuer and may transfer the swap to an affiliate to mitigate the same.
The Swap Agreement and the Basis Swap Agreement provide or will provide, however, that if due to action
taken by a relevant taxing authority or brought in a court of competent jurisdiction or any change in tax law the
Swap Provider will, or there is a substantial likelihood that it will, on the next payment date, be required to pay
additional amounts in respect of tax under the Swap Agreement and the Basis Swap Agreement or will, or there
is a substantial likelihood that it will, receive payment from the other party from which an amount is required to
be deducted or withheld for or on account of tax (a “Tax Event”), the Swap Provider will use its reasonable
efforts to transfer its rights and obligations to another of its offices, branches or affiliates or a suitably rated third
party to avoid the relevant Tax Event. If no such transfer can be effected, the Swap Agreement and the Basis
Swap Agreement and the Swap Transaction and Basis Swap Transaction may be terminated. The Swap
Agreement and the Basis Swap Agreement will contain certain other limited termination events and events of
default which will entitle either party to terminate.
As at the date hereof, Credit Suisse International has a rating assigned to its short-term, unsecured,
unsubordinated and unguaranteed debt obligations of “A-1+” by S&P, “F-1+” by Fitch and “P-1” by Moody’s
and to its long-term, unsecured, unsubordinated and unguaranteed debt obligations of “AA-” by S&P, “AA-” by
Fitch and “Aa3” by Moody’s. If (i) the Swap Provider’s short-term, unsecured, unsubordinated and
unguaranteed debt obligations cease to be rated at least “A-1” by S&P, “F-1” by Fitch and “Prime-1” by
Moody’s or (ii) the Swap Provider’s long-term, unsecured, unsubordinated and unguaranteed debt obligations
cease to be rated at least “A2” by Moody’s and “A+” by Fitch (the “Minimum Swap Provider Ratings” in
respect of the Swap Provider) the relevant Swap Provider will be required under the Swap Agreement at its cost
and within 30 Business Days, to either (a) post acceptable collateral, (b) transfer its rights and obligations to a
Swap Provider as agreed by the Note Trustee or agent (which may be based upon confirmation from the related
Rating Agency as to no Adverse Rating Event), or, with respect to S&P and Moody’s, with the Minimum Swap
Provider Ratings or (c) obtain an acceptable guarantee; provided, however, that if (i) the relevant Swap
Provider’s short-term obligations cease to be rated at least “F-2” by Fitch and “Prime-2” by Moody’s or (ii) the
relevant Swap Provider’s long-term obligations cease to be rated at least “BBB-” by S&P, “BBB+” by Fitch or
“A3” by Moody’s (a “Second Trigger Event”), the relevant Swap Provider must comply with (a) (within 30
business days) and also make reasonable efforts to comply with (b) or (c) above. If the Swap Provider does not
perform its obligations described above, this will constitute an additional termination event or, in the case of a
Second Trigger Event, an event of default.
Upon the occurrence of any termination of the Swap Transaction and Basis Swap Transaction (whether
because of a downgrade by S&P, Fitch or Moody’s, as applicable, of the ratings of the Swap Provider or
otherwise) the Servicer, or, if at the relevant time the Libra Whole Loan is a Specially Serviced Loan, the
Special Servicer is obliged pursuant to the Servicing Agreement to use efforts consistent with the Servicing
Standard to enter into, or procure the entry into of, a replacement hedge transaction on identical terms to the
Swap Transaction and Basis Swap Transaction, with another swap counterparty which has the relevant
Minimum Swap Provider Ratings, within 30 days, unless S&P provide a written confirmation (following
notification in writing of the relevant matter to all Rating Agencies) that no downgrade to the then current
ratings of the Notes would occur as a result of the failure to do so.
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Credit Suisse International
Introduction
Credit Suisse International (“CSI”) was incorporated in England and Wales under the Companies Act 1985,
on 9 May 1990, with registered No. 2500199 and was re-registered as an unlimited liability company under the
name “Credit Suisse Financial Products” on 6 July 1990, and was renamed Credit Suisse First Boston
International on 27 March, 2000. Its registered office and principal place of business is at One Cabot Square,
London E14 4QJ, telephone number +44 (0)20 7888 8888. CSI is an English bank and is regulated as an EU
credit institution by The Financial Services Authority (“FSA”) under the Financial Services and Markets Act
2000. The FSA has issued a scope of permission notice authorising CSI to carry out specified regulated
investment activities. With effect from 16 January 2006, Credit Suisse First Boston International was renamed
“Credit Suisse International”.
CSI is an unlimited liability company and, as such, its shareholders have a joint, several and unlimited
obligation to meet any insufficiency in the assets of CSI in the event of its liquidation. The joint, several and
unlimited liability of the shareholders of CSI to meet any insufficiency in the assets of CSI will only apply upon
liquidation of CSI. Therefore, prior to any liquidation of CSI, creditors may only have recourse to the assets of
CSI and not to those of its shareholders.
CSI commenced business on 16 July 1990. Its principal business is banking, including the trading of
derivative products linked to interest rates, equities, foreign exchange, commodities and credit. The primary
objective of CSI is to provide comprehensive treasury and risk management derivative product services
worldwide. CSI has established a significant presence in global derivative markets through offering a full range
of derivative products and continues to develop new products in response to the needs of its customers and
changes in underlying markets. Effective 1 January, 2006, CSI is managed as a part of the Investment Banking
division of Credit Suisse in the Europe, Middle East and Africa region, and prior to that time was managed as a
part of the Credit Suisse First Boston division of Credit Suisse. The newly integrated Credit Suisse is one bank
and is structured along three lines of business. Private banking includes international and Swiss wealth
management as well as services for private clients and corporate clients including pension funds in Switzerland.
Investment banking includes the products and services provided to corporate and investment banking clients.
Asset management includes asset management products and services.
Shareholders
Credit Suisse owns 56 per cent., Credit Suisse (International) Holding AG (formerly known as Credit
Suisse First Boston (International) Holding AG), a wholly owned subsidiary of Credit Suisse, owns 24 per cent.
and Credit Suisse Group owns 20 per cent. of CSI’s ordinary voting shares. Credit Suisse and Credit Suisse
(International) Holding AG have entered into a voting agreement relating to the election of directors. With
respect to CSI’s participating non-voting shares (other than an issue of “Class A” participating non-voting
shares) Credit Suisse owns 4.9 per cent., Credit Suisse Investments (UK), (formerly known as Credit Suisse
First Boston (UK) Investments) a wholly owned subsidiary of Credit Suisse, owns 75.1 per cent. and Credit
Suisse Group owns 20 per cent. In addition, Credit Suisse and Credit Suisse Investments (UK) each own half of
CSI’s “Class A” participating non-voting shares and Credit Suisse Investments (UK) owns 80 per cent. and
Credit Suisse Group owns 20 per cent. of CSI perpetual non-cumulative “Class A” preference shares. Credit
Suisse (International) Holding AG owns 100 per cent. of the Issuer’s non-cumulative “Class B” preference
shares. Credit Suisse (International) Holding AG owns 42.2857 per cent. and Credit Suisse Investments (UK)
owns 57.143 per cent. of the Issuer’s non-cumulative “Class C” preference shares. Credit Suisse (International)
Holding AG owns 100 per cent. of CSI’s non-cumulative “Class D” preference shares. On 15 March, 2006 the
total authorised share capital of CSI increased from US$3,300,000,000 to US$4,000,000,000 by the creation of a
new class of shares being 700,000,000 “Class E” preference shares of US$1 each, of which US$535,000,000
was issued to Credit Suisse (International) Holding AG. Credit Suisse (International) Holding AG owns 100 per
cent. of CSI’s non-cumulative “Class E” preference shares.
A summary organisational chart, showing the ownership of the voting interests in CSI, is set out below.
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Credit Suisse Group
100%
Credit Suisse
56% 100% 20%
Credit Suisse
International
Holding AG
24%
Credit Suisse
International
Credit Ratings
CSI has been assigned a senior unsecured debt rating of “AA- (stable outlook)” by Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies, a senior debt rating of “Aa2 (stable outlook)” by
Moody’s Investors Service and a long-term rating of “AA- (stable outlook)” by Fitch Ratings Limited.
117

SERVICING
Introduction
Pursuant to the Servicing Agreement, each of the Servicer and the Special Servicer will agree that in
performing the services to be performed under the Servicing Agreement, it will do so in the best interests of and
for the benefit of the Issuer and the Subordinate Lenders (as a collective whole, but taking into account the
subordination of the Subordinate Debt), in accordance with the following requirements (together, the “Servicing
Standard”), applying them in the following order of priority: (i) any and all applicable laws and regulations; (ii)
the terms of the Loan Documents and the terms of the Senior Intercreditor Deed; and (iii) the terms of the
Servicing Agreement and in furtherance thereof and to the extent consistent with such terms, in accordance with
the higher of:
(a) the manner in which, and with the same care, skill and diligence with which, it services and administers
similar commercial mortgage loans for other third-party portfolios; or
(b) the same care, skill and diligence which it would use if it were the owner of the Libra Whole Loan,
in each case, giving due consideration to the timely collection of all scheduled payments of principal and
interest under the Libra Whole Loan or, if the Libra Whole Loan comes into and continues in default, and if in
the good faith and reasonable judgement of the Special Servicer, no satisfactory arrangements can be made for
the collection of delinquent payments, the maximisation of the recovery on the Libra Whole Loan to the Lenders
(as a collective whole, but taking into account the subordination of each Subordinate Lender to the Issuer which
may result in a loss being suffered by the relevant Subordinate Lender in circumstances where the Issuer suffers
no loss or a lesser loss) on a present value basis, but, in any case, without regard to any potential conflicts of
interest specified in the following paragraph.
Each of the Servicer and the Special Servicer is required to adhere to the above standards without regard to
any fees or other compensation to which it is entitled, any relationship it or any other party may have with any
party to the transactions contemplated in this Offering Circular, the ownership of any Note or any interest in the
Subordinate Debt by the Servicer or the Special Servicer or any affiliate thereof or the ownership, servicing or
management by the Servicer or the Special Servicer for others or itself of any other mortgage loans or
properties. Each of the Servicer and the Special Servicer or any of its affiliates may become the owner or
otherwise hold an interest in the Notes or the Subordinate Debt with the same rights as each would have if it
were not the Servicer or the Special Servicer as the case may be. Any such interest of the Servicer or the
Special Servicer in the Notes or the Subordinate Debt will not be taken into account by any person when
evaluating whether actions of the Servicer or the Special Servicer were consistent with the above standards.
Roles of the Servicer and the Special Servicer
The Servicer will initially be responsible for the servicing and administration of the Libra Whole Loan.
However, the following events with respect to the Libra Whole Loan will constitute a “Servicing Transfer
Event”:
(a) a payment default occurs on the Libra Whole Loan at its Loan Maturity Date and the Servicer or the
Special Servicer, as applicable, does not extend the maturity of the Libra Whole Loan pursuant to the
terms of the Servicing Agreement;
(b) any payment by the Borrower on the Libra Whole Loan is greater than 60 days delinquent;
(c) the Borrower or any Obligor has become subject to, entered into or consented to any insolvency,
moratorium, administration, liquidation, receivership or similar procedures or proceedings;
(d) the Servicer, Special Servicer or a Security Agent, as applicable, has received a notice of enforcement
or proposed enforcement of, or realisation upon, any other charge on the related Property;
(e) the Borrower or any Obligor notifies the applicable Security Agent, the Servicer or Special Servicer, as
applicable, in writing of its inability to pay its debts generally as they become due or enters into an
assignment for the benefit of its creditors;
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(f) except with respect to matters already addressed in paragraph (a) of this definition, the Servicer has
received notice or has actual knowledge that the Borrower is in default beyond any applicable notice
and/or grace periods in the performance or observance of any of its obligations under the related Loan
Documents, the failure of which to cure, in the reasonable business judgement of the Servicer,
exercised in accordance with the Servicing Standard, materially and adversely affects the interests of
the Issuer and the Noteholders and, if applicable, the Subordinate Lenders; or
(g) in the reasonable business judgement of the Servicer, exercised in accordance with the Servicing
Standard, there is an imminent risk of (i) a default with respect to the Libra Loan consisting of the
failure to make a quarterly payment or (ii) any other default that is likely to impair the use or
marketability of any related Property or the value thereof as security for the Libra Loan, which default,
in either case, is likely to remain or, in the case of defaults that have been cured by a Subordinate
Lender, have remained unremedied by the Borrower for a period of 60 days or more, and in the case of
defaults that are likely to remain uncured for 60 days or more the Servicer has received the written
consent of the Controlling Party to declare that a Servicing Transfer Event has occurred with respect to
the Libra Loan.
Upon the occurrence of a Servicing Transfer Event, the Libra Whole Loan will become a “Specially
Serviced Loan” and the Special Servicer will assume certain special servicing functions with respect to the
Libra Whole Loan (and accordingly a Special Servicing Fee will be payable with regard to the Libra Whole
Loan). However, the Libra Whole Loan may not become a Specially Serviced Loan (and no Special Servicing
Fee will accrue on the Libra Whole Loan) at any time that a Subordinate Lender or the PIK Facility Lender is
exercising, or is capable of exercising within the applicable cure period, its cure right pursuant to the Senior
Intercreditor Deed or the PIK Facility Intercreditor Deed, but solely to the extent that such Servicing Transfer
Event relates specifically to the matter being cured, as described under “Certain Characteristics of the Libra
Loan and Properties—Senior Intercreditor Deed—Cure Rights of Subordinate Lender” and “Certain
Characteristics of the Libra Loan and Properties—PIK Facility Intercreditor Deed—Cure Rights of PIK
Facility Lender” above.
After the Libra Whole Loan has become a Specially Serviced Loan, the Special Servicer will transfer all
servicing back to the Servicer if and when a Servicing Transfer Event is no longer continuing with respect to the
Libra Whole Loan, at which time the Libra Whole Loan will be a “Corrected Loan”. A Servicing Transfer
Event will cease to exist:
(a) with respect to the circumstances described in paragraphs (a) and (b) above, when
(i) the Borrower has paid in full all payments due under the Libra Whole Loan and in the case of
paragraph (b), has made two consecutive full and timely scheduled payments under the Libra
Whole Loan, or
(ii) if a workout is entered into with respect to the Libra Whole Loan, the Borrower has made two
consecutive full and timely scheduled payments under the terms of the Libra Whole Loan as
modified in connection with such workout;
(b) with respect to the circumstances described in paragraphs (c), (d), (e) and (g) above, when such
circumstances cease to exist in the good faith judgment of the Special Servicer; or
(c) with respect to the circumstance described in paragraph (f) above, the Borrower has cured such default.
Notwithstanding the transfer of servicing responsibility to the Special Servicer, the Servicer will be required
to continue to collect information and prepare all reports required to be collected or prepared by it under the
Servicing Agreement and perform certain other day to day administrative functions. Neither the Servicer nor
the Special Servicer will have responsibility for the performance by the other of its obligations and duties under
the Servicing Agreement.
The Controlling Class
The holders of the most junior class of Notes outstanding at any time (other than the Class X Notes and the
Class V Notes) who meet the Controlling Class Test as defined in Condition 20 (Controlling Class) will be the
“Controlling Class”.
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A class of Notes shall meet the “Controlling Class Test” if such class of Notes’ Proportion Ratio is not
less than 25 per cent. of its Proportion Ratio (as defined below) as at the Closing Date, as determined by the
Cash Manager; provided that if no class satisfies this requirement, the Controlling Class will be the most junior
class of Notes then outstanding (other than the Class X Notes and the Class V Notes). The Note Trustee shall
determine which class of Notes meets the Controlling Class Test and shall notify the Servicer and Special
Servicer accordingly.
The “Proportion Ratio” for any class of Notes as at any date of calculation is the ratio of its Principal
Amount Outstanding to the Principal Amount Outstanding of all of the Notes.
The Conditions and the Servicing Agreement permit the Controlling Class to appoint a representative (the
“Controlling Class Representative”) to represent its interests. The appointment of a Controlling Class
Representative will be deemed effective upon written notice being given to each of the Issuer, the Note Trustee,
the Servicer and the Special Servicer.
The Controlling Class Representative will have no liability to the Issuer or the Note Trustee for any action
taken, or refraining from the taking of any action, pursuant to the Servicing Agreement.
The Controlling Party
The “Controlling Party” means:
(a) for as long as no Control Valuation Event is continuing, the Representative for the B4 Loan;
(b) for as long as a Control Valuation Event for the B4 Loan (a “B4 Loan Control Valuation Event”), but
no other Control Valuation Event, are continuing, the Representative for the B3 Loan;
(c) for as long as a B4 Loan Control Valuation Event and a Control Valuation Event for the B3 Loan (a
“B3 Loan Control Valuation Event”), but no other Control Valuation Event, are continuing, the
Representative for the B2 Loan;
(d) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event and a Control
Valuation Event for the B2 Loan (a “B2 Loan Control Valuation Event”), but no other Control
Valuation Event, are continuing, the Representative for the B1 Loan;
(e) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan
Control Valuation Event and a Control Valuation Event for the B1 Loan (a “B1 Loan Control
Valuation Event”), but no other Control Valuation Event, are continuing, the Representative for the
B0-2 Loan;
(f) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan
Control Valuation Event, a B1 Loan Control Valuation Event and a Control Valuation Event for the
B0-2 Loan (a “B0-2 Loan Control Valuation Event”), but no other Control Valuation Event, are
continuing, the Representative for the B0-1 Loan; or
(g) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan
Control Valuation Event, a B1 Loan Control Valuation Event, a B0-2 Loan Control Valuation Event
and a Control Valuation Event for the B0-1 Loan (a “B0-1 Loan Control Valuation Event”), but no
other Control Valuation Event, are continuing, the Controlling Class Representative.
The “Representative” for a Loan means either the Loan Representative for that Loan (if one is
appointed) or (if there is no Loan Representative), Lenders whose commitments and participations with
respect to that Loan represent more than 50 per cent. of that Loan.
A “Control Valuation Event” occurs with respect to a Loan if and for so long as: (a) the difference
between: (1) the then outstanding principal balance of that Loan; and (2) an amount equal to the
amount, if any, of: (i) the sum of: (x) any Valuation Reduction Amounts with respect to the Libra
Whole Loan; and (y) without duplication, losses realised with respect to any enforcement of security in
respect of a Property, minus (ii) the then aggregate outstanding balance of the CVE Subordinated
Loans for that Loan, is less than (b) 25 per cent. of the then outstanding principal balance of that Loan.
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A “Subordinate Lender Control Valuation Event” will occur with respect to a Subordinate Tranche
if and for so long as: (a) the difference between (1) the then outstanding principal balance of such
Subordinate Tranche and (2) the sum of (x) any Valuation Reduction Amounts with respect to the Libra
Whole Loan and (y) without duplication, losses realised with respect to any enforcement of security in
respect of a related Property, minus the then aggregate, outstanding principal balance of any CVE
Subordinated Loan is less than (b) 25 per cent. of the then outstanding principal balance of the related
Subordinate Tranche.
A “CVE Subordinated Loan” means, in relation to a Loan, all the Loans that are subordinate in right
and priority of payment to that Loan under the Senior Intercreditor Deed.
For the purposes of this definition, with respect to the Libra Whole Loan each of the Libra Loan, the B0-1
Loan, the B0-2 Loan, the B1 Loan, the B2 Loan, the B3 Loan and the B4 Loan are defined herein as a “Loan”
and, collectively, “Loans” of the Libra Whole Loan.
Upon the occurrence of a Valuation Event, a Valuation Reduction Amount will be calculated by the Special
Servicer based upon a valuation or an update of a valuation (the “Control Valuation”) in respect of a Property
as described below. Upon the Special Servicer receiving notice or otherwise becoming aware of the Valuation
Event, the Special Servicer must use reasonable endeavours to require an independent valuer who is a member
of the Royal Institution of Chartered Surveyors or a qualified independent valuer acting in accordance with the
then current RICS Appraisal and Valuation Standards to prepare and deliver an updated valuation, within 30
days of such event, if and for so long as there exists a valuation of the Property which is more than twelve
months old or the current valuation is based on materially different net cash flow assumptions in the reasonable
opinion of the Servicer or if, at the relevant time the Libra Whole Loan is a Specially Serviced Loan, the Special
Servicer, as applicable, acting in accordance with the Servicing Standard. Notwithstanding that the value of a
Property may have reduced since the last valuation, the Servicer or if, at the relevant time the Libra Whole Loan
is a Specially Serviced Loan, the Special Servicer, as applicable, will not be authorised to obtain a new valuation
for the purposes of determining whether a Control Valuation Event has occurred except in the circumstances
described above. The cost of such an updated valuation shall be paid as an expense by the lenders from the
priorities set forth in the Senior Intercreditor Deed. A lender that would cease to be the Controlling Party as a
result of a Control Valuation Event may, at its discretion, instruct the Special Servicer to obtain another
valuation on the same basis as the previous valuation, at the cost and expense of the relevant Subordinate
Lender, from another independent valuer who is a member of the Royal Institution of Chartered Surveyors or by
a qualified independent valuer acting in accordance with the then current RICS Appraisal and Valuation
Standards. If so instructed, the Special Servicer will use all reasonable endeavours to procure that such
additional valuation is obtained within 30 days of the date of receipt of the instruction from the relevant
Subordinate Lender. In the event that a subsequent valuation is so obtained, the Special Servicer shall be
entitled to use either of the valuations obtained (provided that it must determine which valuation to use within
15 days of receipt of the second such valuation) to determine the Valuation Reduction Amount. On the first
Payment Date occurring on or after the delivery of the later relevant updated valuation, the Special Servicer will
adjust the Valuation Reduction Amount to take into account the relevant valuation and will promptly provide
the Servicer and the lenders with such calculations.
A “Valuation Event” means (i) the date on which an amendment or modification is entered into with
respect to the Libra Whole Loan which adversely affects in the reasonable opinion of the Special Servicer any
material economic term; (ii) the 40 th day following the occurrence of any uncured failure to make a scheduled
payment under the Libra Whole Loan; (iii) upon the occurrence of any payment default on the Libra Whole
Loan at its maturity date (unless such maturity date has been extended by the Servicer or Special Servicer but is
not the result of a workout or other material adverse event relating to the Libra Whole Loan, the Properties or
the Borrower as determined by the Servicer or the Special Servicer in its reasonable opinion); or (iv) receipt of
notice that the Borrower has become subject to any insolvency proceedings or the date on which a receiver or
administrator is appointed and continues in such capacity in respect of the Borrower or a Property or 60 days
after such Borrower becomes the subject of involuntary proceedings and such proceedings are not dismissed.
A “Valuation Reduction Amount” with respect to the Libra Whole Loan will be an amount equal to the
excess of:
(a) the outstanding principal balance of the Libra Whole Loan over
(b) the excess of:
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(i) 90 per cent. of the sum of the value set forth in the Control Valuation for each related Property (net
of any prior security interest but including all reserves or similar amount which may be applied
toward payments on the Libra Whole Loan) above
(ii) the sum of:
(A) to the extent that interest has not been advanced pursuant to a P&I Advance by the Advance
Provider or, as the case may be, the Backup Advance Provider, all unpaid interest on the Libra
Whole Loan;
(B) all unreimbursed Advances that are related to the Libra Whole Loan;
(C) any other unpaid fees, expenses and other amounts of the Servicer, the Special Servicer or the
Security Agent (or any of their agents) that are payable prior to the Notes that are related to
the Libra Whole Loan; and
(D) all currently due and unpaid ground rents, insurance premia and taxes due on the related
Properties and all other amounts due and unpaid with respect to the Libra Whole Loan.
Rights of the Controlling Party
The Servicer or the Special Servicer, as applicable, will be required to consult with the related Controlling
Party with respect to proposals for it to take any significant action (as determined by the Servicer or Special
Servicer, as applicable) with respect to the Libra Whole Loan or its Related Security and to consider alternative
actions recommended by such Controlling Party. The Servicer or Special Servicer, as applicable, shall also, as
soon as reasonably practicable, inform the Note Trustee of the result of any consultation with a Controlling
Party; provided, however, that neither the Servicer nor the Special Servicer will be bound by any advice,
direction, instruction or objection of the Controlling Party with respect to such proposed action.
The Controlling Party (or majority holder thereof) may appoint a representative for the purpose of
exercising, on its behalf, the rights of the Controlling Party under the Servicing Agreement. Such appointment
will become effective upon notice being provided in writing to the Note Trustee, the Servicer and the Special
Servicer.
In addition, the Special Servicer or the Servicer, prior to taking or consenting to any of the following
actions with respect to the Libra Whole Loan, as applicable, will be required, among other things, to receive the
written approval of the related Controlling Party (a copy of which approval the Servicer or the Special Servicer
shall promptly forward to the Note Trustee):
(a) any modification of, or waiver with respect to the Libra Whole Loan that would result in the extension
or shortening of its Loan Maturity Date (other than extensions provided for in the Loan Documents);
(b) a reduction in the Libra Whole Loan’s, the Libra Loan’s or any B Loan’s interest rate or its quarterly
payment;
(c) a forgiveness of interest on or principal of the Libra Whole Loan;
(d) a modification or waiver of any other monetary term relating to the timing or amount of any payment
of principal or interest or any other material sum due under any Loan Document;
(e) a substitution of a Property (to the extent any Finance Party has any discretion to approve or disapprove
of such substitution under the Credit Agreement);
(f) the replacement of a property manager (to the extent any Finance Party has any discretion to approve or
disapprove such replacement under the Credit Agreement);
(g) any determination to grant any consent or waiver under any Loan Document in connection with: (i) the
sale or other transfer of an interest in a Property; (ii) the assumption of all or part of the rights and
obligations under and in respect of the Libra Whole Loan by an entity other than the Borrower; (iii) the
creation of any lien or other encumbrance on a Property; or (iv) any similar provision (unless the
failure to grant the consent or waiver would not be permissible under applicable law or such failure
would reasonably be likely to result in successful legal action by the Borrower);
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(h) any action to bring a Property into compliance with environmental laws;
(i) any modification or waiver of any term contained in the documentation for the hedging arrangements;
(j) any change in, or an extension of, a commitment or the total commitments with respect to the Libra
Whole Loan; and
(k) any release or substitution of security for the Libra Whole Loan.
The Special Servicer or the Servicer, as applicable, must notify the Controlling Party with respect to the
Libra Whole Loan in advance of any action it intends to take with regard to the matters set out above and (with
regard to significant actions other than those set out under paragraphs (a) to (k) above) must take due account of
(but shall not, except to the extent provided herein, be bound by) the advice and representation of the
Controlling Party. The Controlling Party will have five Business Days to respond to the Servicer or the Special
Servicer, as applicable. If the Controlling Party does not respond within such five Business Days, its approval
will be deemed to have been given and the Servicer or the Special Servicer, as applicable, may take (or direct
the Servicer to take) whatever action it reasonably considers necessary in accordance with the Servicing
Standard without further approval from the Controlling Party. If the Servicer or the Special Servicer, as
applicable, does take any such action, it must notify the Controlling Party of the action as soon as practicable
(and in any event, within five Business Days of taking such action) and must consult with such Controlling
Party regarding any further action relating to such action that it considers should be taken in the interests of the
Subordinate Lenders (and, if applicable, the Noteholders).
In addition to the above, (i) the Servicer or Special Servicer, as applicable, will not be obliged to further
consult with the Controlling Party for any action if for 45 days following notice of such matter, the Controlling
Party has objected to the proposed action and has failed to suggest any alternative action that the Servicer or
Special Servicer, as applicable, considers to be consistent with the Servicing Standard; or (ii) if the Servicer or
Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that immediate action (or
action in a shorter time period) is necessary to comply with the Servicing Standard, the Servicer or Special
Servicer, as applicable, may take any such action without waiting for the Controlling Party’s response. If the
Servicer or Special Servicer, as applicable, does take such action and the Controlling Party objects in writing to
the actions taken within 10 Business Days after being notified of the action and being provided with all
reasonably requested information, the Servicer or Special Servicer, as applicable, must take due account of the
advice and representations made by the Controlling Party regarding any further steps that it considers should be
taken in the interest of the Noteholders and the Subordinate Lenders (as a collective whole, in accordance with
the Servicing Standard, but taking into account the subordination in priority of the Subordinate Debt).
Notwithstanding any right of the Controlling Party to provide any direction to the Servicer or Special
Servicer, or to approve or disapprove of, or right to give direction to or to consent or withhold consent to any
action of the Servicer or Special Servicer, in no event will the Servicer or the Special Servicer, as applicable, be
obliged or permitted to take any action or refrain from taking any action that would violate any law of any
applicable jurisdiction and/or which would be, in the opinion of the Servicer or the Special Servicer, as
applicable, inconsistent with the Servicing Standard or violate any provisions of the Loan Documents or the
Senior Intercreditor Deed. In addition, neither the Servicer nor the Special Servicer shall have any liability to
any other entity for any action taken, or for refraining from taking any action, or for giving any consent, in each
case in accordance with any directions or instructions given by the Controlling Party or a Subordinate Lender to
the Servicer or, as the case may be, the Special Servicer. Where there is a conflict between the opinion of the
Controlling Party and the Servicer or Special Servicer, as applicable, the opinion of the Servicer or Special
Servicer will prevail where, in the reasonable opinion of the Servicer or Special Servicer, as applicable, there is
a conflict with the Servicing Standard and the other terms of the Loan Documents.
Each Noteholder acknowledges and agrees, by its purchase of the Notes, that:
(a) a Controlling Class Representative elected by the Controlling Class may have special relationships and
interests that conflict with those of the holders of one or more classes of the Notes;
(b) a Controlling Class Representative elected by the Controlling Class may act solely in the interests of
the Controlling Class;
(c) a Controlling Class Representative elected by the Controlling Class does not have any duties to any
Noteholders other than the Controlling Class of which it is the representative;
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(d) a Controlling Class Representative elected by the Controlling Class may take actions that favour the
interests of the Controlling Class over the interests of the other Noteholders;
(e) a Controlling Class Representative elected by the Controlling Class will not be deemed to have been
negligent or reckless, or to have acted in bad faith or engaged in wilful misconduct, by reason of its
having acted solely in the interests of the Controlling Class; and
(f) a Controlling Class Representative elected by the Controlling Class will have no liability whatsoever
for having acted solely in the interests of the Controlling Class, and no holder of any class of Notes
may take any action whatsoever against the Controlling Class Representative for having so acted.
No Controlling Party shall have liability to any other entity for any action taken, or for refraining from the
taking of any action, or the giving of any consent or the failure to give any consent in good faith pursuant to the
Servicing Agreement, or for errors in judgment.
Advancing
Two Business Days prior to each Payment Date, the Servicer or the Special Servicer, as applicable, is
required to notify the Advance Provider (and the Backup Advance Provider) of any P&I Required Amounts for
the related Due Date. In addition, the Servicer or the Special Servicer, as applicable, will notify the Advance
Provider, as promptly as possible upon becoming aware of any amount of expenses that may be due with respect
to a Property, such as ground rents or insurance premia, the payment of which are necessary for the protection
and preservation of the related Property. Any request that the Advance Provider (or, if it fails to do so, the
Backup Advance Provider) make an Advance shall be accompanied by the written determination of the Servicer
(or the Special Servicer, as applicable) as to the ultimate recoverability of the requested Advance, together with
the consideration of the Servicer (or the Special Servicer), acting in accordance with the Servicing Standard,
forming the basis of such judgement.
The Cash Manager is required to notify the Servicer, the Special Servicer and the Advance Provider, as
applicable, upon becoming aware of any amounts pursuant to items (a), (b) or (c) of Revenue Priority Amounts
being due at a time where the Issuer does not have sufficient funds to make payment on such items when they
are to become due.
With respect to the Libra Loan, the Properties or MIP Properties, the Advance Provider will make advances
in respect of P&I Required Amounts (“P&I Advances”) and will make certain advances with respect to any
Property to the extent necessary to pay ground rents, taxes and insurance premia that the Borrower failed to pay,
for certain other property protection advances and for a shortfall in the amount of funds available to the Issuer to
pay expenses due to third parties (including, to the extent such expenses were unanticipated, amounts set forth in
paragraphs (a) and (b) of the definition of “Revenue Priority Amounts” and, to the extent a Loan Event of
Default has occurred and is continuing, amounts set forth in paragraph (c) of the definition of “Revenue Priority
Amounts” (“Servicing Advances” and together with P&I Advances, “Advances”, and each, an “Advance”) in
accordance with the provisions set forth in the Servicing Agreement. Neither the Advance Provider nor the
Backup Advance Provider will be required to make any P&I Advance with respect to the Subordinate Debt. In
addition, subject to the provisions set forth in the Servicing Agreement, the Advance Provider will have the
ability to assign any Advance made and/or its obligation to make an Advance to a third party.
P&I Advances, once made and deposited into the Collection Account, would be available to pay Expenses
Priority Amounts in accordance with the relevant priority of payments and thereafter will constitute part of
Available Funds. However, Expenses Priority Amounts do not include any outstanding P&I Advances on the
date additional P&I Advances are made.
“P&I Required Amounts” means the aggregate of all amounts due on the Libra Loan during any Loan
Interest Accrual Period (other than the Balloon Payment and any amounts received or receivable under the Libra
Loan due to any voluntary or mandatory prepayments thereunder) and any Assumed Scheduled Payments, net of
related Special Servicing Fees due or deemed due, as the case may be, in respect of the Libra Loan, on their
respective Due Dates during (or deemed to be during) the related Collection Period to the extent such amounts
were not paid by or on behalf of the Borrower or otherwise collected (including as net income from MIP
Properties) as of the close of business of the related Loan Interest Accrual Period.
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“Assumed Scheduled Payment” means, with respect to the Libra Loan if delinquent in respect of its
Balloon Payment, an amount equal to interest on the outstanding principal balance of the Libra Loan at the
applicable Loan Interest Rate (net of interest at the Servicing Fee Rate).
“Balloon Payment” means, with respect to the Libra Loan, the principal amount payable on the Libra Loan
on its Loan Maturity Date.
To the extent that the Advance Provider fails to make any Advance required of it, the Backup Advance
Provider will be obliged to make such required Advance. Notwithstanding the foregoing, neither the Advance
Provider nor the Backup Advance Provider will be obliged to make Advances to the extent that such Advance
would, if made, in the sole judgment of the Advance Provider or the Backup Advance Provider (based on advice
received by the Servicer or the Special Servicer, as the case may be, acting in accordance with the Servicing
Standard), not be ultimately recoverable from Late Collections or any other recovery on or in respect of the
Libra Loan or MIP Loan (or, in connection with any Advance made with respect to amounts set forth under
paragraph (a), (b) or (c) of the definition of “Revenue Priority Amounts”, would not be ultimately recoverable
from collections on the Libra Loan) (in each case, a “Nonrecoverable Advance”). The Servicer or the Special
Servicer, as applicable, will be required to provide to the Advance Provider and the Rating Agencies (with a
copy to the Backup Advance Provider) its determination of whether an Advance would be a Nonrecoverable
Advance at the time that it first makes its notification to the Advance Provider of any P&I Required Amounts or
need for a Servicing Advance. In addition, in connection with any required Advance notified by the Cash
Manager, the Servicer will provide its determination to the Advance Provider (with a copy to the Backup
Advance Provider) as to whether any such Advance would be a Nonrecoverable Advance based upon amounts
that remain outstanding under the Libra Loan and the Value of the Properties as set out in the most recent
Valuation Report. The Advance Provider and the Backup Advance Provider, as applicable, will be entitled to
rely conclusively upon any such determinations of recoverability made by the Servicer or the Special Servicer;
provided, however, that neither the Servicer nor the Special Servicer shall incur any liability to any other party
in respect of any losses, liability, costs or expenses incurred by any party which result from the estimate or
determination of the amount or recoverability of Advances which are required to be made on a Due Date (other
than as a result of the Servicer’s or, as the case may be, the Special Servicer’s negligence or wilful misconduct).
“Late Collections” means, with respect to the Libra Loan, all amounts received thereon during any Loan
Interest Accrual Period (other than default interest), whether as payments, insurance proceeds, compulsory
purchase proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal
or interest due in respect of the Libra Loan (or Assumed Scheduled Payments deemed due) (without regard to
any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Loan Interest
Accrual Period and not previously recovered.
Notwithstanding the foregoing, (i) if the amount of payment of principal or interest on the Libra Loan has
been reduced in connection with an insolvency, bankruptcy or similar proceeding involving the Borrower or a
modification, waiver or amendment granted or agreed to by the Special Servicer, or (ii) if the Loan Maturity
Date has been extended in connection with an insolvency, bankruptcy or similar proceeding involving the
Borrower or a modification, waiver or amendment granted or agreed to by the Special Servicer, and the
scheduled payments of principal (if any) and interest under the Libra Loan due and owing during the extension
period are less than the related Assumed Scheduled Payment, then the Advance Provider or the Backup
Advance Provider will, as to the Libra Loan, advance only the amount of principal or interest payment due and
owing after taking into account such reduction (net of related Special Servicing Fees) in the event of subsequent
delinquencies thereon.
Each of the Advance Provider and the Backup Advance Provider, as the case may be, to the extent of any
Advance that has been made, will be entitled to reimbursement for such Advances, plus interest, from the
Collection Account upon receipt from the Borrower of the related Late Collections or amount for which such
Advance was made. Pursuant to the terms of the Cash Management Agreement, upon receipt of such amounts,
the Cash Manager will reimburse the Advance Provider or the Backup Advance Provider, as the case may be,
for such outstanding Advance, together with interest. In addition, on any Payment Date, the Advance Provider
or the Backup Advance Provider, as applicable, is entitled to recover from general funds on deposit in the
Collection Account, any Advance made that the Servicer or Special Servicer, as applicable, determines (in
accordance with the Servicing Standard) to be a Nonrecoverable Advance. The Servicer and the Special
Servicer, as applicable, will be required to advise the Advance Provider and the Backup Advance Provider on a
quarterly basis of any Advance made by the Advance Provider or the Backup Advance Provider that it
determines to be a Nonrecoverable Advance. Each of the Advance Provider and the Backup Advance Provider,
as the case may be, will be entitled to receive interest at the Reimbursement Rate in effect from time to time
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accrued on the amount of any outstanding Servicing Advances and P&I Advances, respectively, in each case
from the date made to, but not including, the date of reimbursement, such interest to be payable first out of late
payment charges and default interest received on the Libra Loan, Property or MIP Property during the
Collection Period in which such reimbursement is made and to the extent that such late payment charges and
default interest are insufficient, then from general collections on the Libra Loan then on deposit in the
Collection Account. The Servicer will reimburse the Advance Provider or the Backup Advance Provider, as the
case may be, for any outstanding Advance from such amounts as soon as practically possible after funds
available for such purpose have been received by the Servicer.
“Reimbursement Rate” means the rate per annum applicable to the accrual of interest on Servicing
Advances and P&I Advances in accordance with the terms of the Servicing Agreement which rate per annum
will equal the sum of the base lending rate, from time to time, of SONIA and 1.25 per cent. per annum.
Upon a determination that a previously made Advance is not recoverable, instead of obtaining
reimbursement out of general collections immediately, the Advance Provider or the Backup Advance Provider,
as applicable, may, in its sole discretion, elect to obtain reimbursement for such Nonrecoverable Advance over
time (not to exceed 12 months or such longer period of time as agreed to by the Advance Provider or the Backup
Advance Provider (as applicable) and the Controlling Class Representative, each in its sole discretion) and the
unreimbursed portion of such Advance will accrue interest at the Reimbursement Rate. At any time after such a
determination to obtain reimbursement over time, the Advance Provider or the Backup Advance Provider, as
applicable, may, in its sole discretion, decide to obtain reimbursement immediately. The fact that a decision to
recover such Nonrecoverable Advances over time, or not to do so, benefits some Classes of Noteholders to the
detriment of other Classes shall not, with respect to the Servicer, the Special Servicer, the Advance Provider or
the Backup Advance Provider, constitute a violation of the Servicing Standard or contractual duty under the
Servicing Agreement. The Advance Provider or the Backup Advance Provider, as applicable, will be required to
give the Rating Agencies at least 15 days’ notice prior to any such reimbursement to it of Nonrecoverable
Advances from amounts in the Collection Account allocable to interest on the Libra Loan.
Appraisals and Valuations
Not later than the earliest to occur of (i) the date 120 days after the occurrence of any non-payment with
respect to the Libra Whole Loan if such non-payment remains uncured, (ii) the date 90 days after an order is
made or an effective resolution is passed for the winding up of the Borrower or an Obligor or an administration
order is granted or an administrative receiver or other receiver, liquidator or other similar official is appointed in
relation to the Borrower or an Obligor or a Property, or the Borrower is declared en etat de desastre, provided
such order, resolution or appointment is still in effect, (iii) the effective date of any modification to the maturity
date, interest rate, principal balance, amortisation term or payment frequency of the Libra Whole Loan, other
than the extension of the date that a final principal payment is due for a period of less than six months, and (iv)
the date 30 days following the date the Libra Whole Loan becomes a Specially Serviced Loan, the Servicer or, if
it has been appointed in relation to a Specially Serviced Loan, the Special Servicer, is required to either use
reasonable endeavours to require an independent valuer who is a member of the Royal Institution of Chartered
Surveyors or a qualified independent valuer in the relevant country acting in accordance with the then current
RICS Appraisal and Valuation Standards issued by the Royal Institution of Chartered Surveyors (if the
outstanding principal balance of the Libra Whole Loan is greater than £5,000,000) to prepare and deliver an
updated valuation or itself prepare an internal valuation (if the outstanding principal balance of the Libra Loan is
equal to or less than £5,000,000) of the Properties or a Property, unless such an appraisal or valuation had
previously been obtained within the preceding 12 months and in the judgment of the Servicer or, as the case
may be, the Special Servicer, exercised in accordance with the Servicing Standard, the value of the related
Property has not been materially reduced since such valuation. As a result of such appraisal or internal
valuation, an “Appraisal Reduction” may be created, being an amount:
(a) in the event the related Property is, or related Properties are, the subject of a valuation by a member of
the Royal Institution of Chartered Surveyors or by a qualified independent valuer in the relevant
country acting in accordance with the then current RICS Appraisal and Valuation Standards issued by
the Royal Institution of Chartered Surveyors, calculated as at the first calculation date that is at least 15
days after the date on which the valuation is obtained or performed, equal to the excess, if any, of (i)
the sum of the outstanding principal balance of the Libra Loan, all unpaid interest on such Loan, all
related unreimbursed Advances in respect of the Libra Loan and interest accrued thereon, all currently
due and unpaid taxes and assessments (net of any amount escrowed for such items), insurance premia,
and, if applicable, ground rents in respect of the relevant Property, over (ii) 90 per cent. of the
appraised value of such Property as determined by such appraisal or valuation; or
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(b) in the event the related Property is the subject of an internal valuation, equal to the greater of (i) the
amount calculated in accordance with paragraph (a) above, and (ii) 25 per cent. of the then outstanding
principal balance of the Libra Loan.
An Appraisal Reduction will be reduced to zero as at the date that the Libra Loan is brought current under
the then current terms of the Credit Agreement for at least three consecutive months, paid in full, liquidated,
repurchased or otherwise disposed of.
Annual Review Procedure
The Servicer or, in the case of any Specially Serviced Loan, the Special Servicer is required to undertake, at
the expense of the Issuer, an annual review in respect of the Borrower and the Libra Whole Loan in accordance
with the Servicing Standard. The Servicer or, as the case may be, the Special Servicer, is authorised to conduct
this review process more frequently, at the expense of the Issuer, if the Servicer or, as the case may be, the
Special Servicer, acting in accordance with the Servicing Standard, has cause for concern as to the ability of the
Borrower to meet its financial obligations under the Credit Agreement. Such a review (annual or otherwise)
may include an inspection of the Properties and will include consideration of the quality of the cash flow arising
from the Properties and a compliance check of the Borrower’s covenants under the Credit Agreement.
Quarterly Reporting
Subject to any constraints imposed by local law or any confidentiality agreement, the Servicer has agreed to
deliver to the Issuer, the Cash Manager, the Special Servicer, the Advance Provider, the Backup Advance
Provider, the Note Trustee, the Rating Agencies and, on the fifth Business Day immediately following each
Payment Date (provided that, with respect to the CMSA E-IRP Loan Setup File, the Servicer will, in addition,
provide such information prior to the first Payment Date), the following reports with respect to the Libra Loan,
each of which shall provide the required information in respect of the Loan Interest Accrual Period immediately
preceding the immediately ended Loan Interest Accrual Period (in the case of items (a) to (d) below and
information fields based on Borrower reporting) or in respect of the immediately ended Loan Interest Accrual
Period (in the case of the other items listed below) in each case based on information provided by the Special
Servicer with respect to any Specially Serviced Loan the following reports:
(a) “CMSA E-IRP Loan Setup File” setting forth, among other things, the majority of loan-level
information including, cut-off balance, original mortgage rate, maturity date and general payment
information, as well as financial data;
(b) “CMSA E-IRP Loan Periodic Update File” setting forth, among other things, quarterly remittances
on the Libra Whole Loan as well as the tracking of both scheduled and unscheduled payments on the
Libra Whole Loan;
(c) “CMSA E-IRP Property File” setting forth, among other things, information regarding the Properties
including, property name, address and identification number; and
(d) “Deal Summary Report” setting forth, among other things, the outstanding collateral balance as at the
Closing Date and for each quarter, principal prepayments, the number of Properties as at the Closing
Date and each quarter and the open market value of the portfolio as at the Closing Date and each
quarter. The Deal Summary Report will be produced substantially in the form as described above
subject to amendment from time to time in accordance with market demands.
The reports identified above (together, the “CMSA European Investor Reporting Package”) will be in
the form prescribed in the standard CMSA European investor reporting package (or as modified to take into
account any changes for properties located in England, Northern Ireland, Scotland and Wales).
On each Payment Date, the Servicer will provide to the Cash Manager, the Special Servicer, the Issuer and
the Note Trustee, the following information fields contained in the CMSA E-IRP Loan Periodic Update File on
the Libra Whole Loan and the Properties in the CMSA E-IRP Loan Periodic Update File format:
(a) the principal balance for the Libra Loan at the beginning of the related Loan Interest Accrual Period;
(b) the principal balance for the Libra Loan at the end of the related Loan Interest Accrual Period;
(c) principal repayment amounts actually received and made from the surplus of the Rent Account;
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(d) the outstanding actual principal balance of the Libra Loan for the related Loan Interest Accrual Period;
(e) the rate of interest for the Libra Loan for the current Loan Interest Accrual Period;
(f) the rate of LIBOR that will be used to determine the rate of interest in effect for the related Loan
Interest Accrual Period;
(g) the rate of LIBOR that will be used to determine the scheduled interest payment for the next Loan
Interest Accrual Period;
(h) the amount of interest scheduled to be paid for the related Loan Interest Accrual Period;
(i) the total amount of interest due on the Libra Loan for the related Loan Interest Accrual Period;
(j) any other principal adjustments for the Libra Loan for the related Loan Interest Accrual Period; and
(k) the total prepayments and other unscheduled payments on the Libra Loan.
In addition to the CMSA European Investor Reporting Package, the Servicer will report additional
information on a quarterly basis in respect of the Libra Whole Loan, including the following:
(a) debt service coverage ratio and interest coverage ratio of the Libra Whole Loan, based on the
Borrower’s or property owner’s financial statements or management accounts provided to the Servicer;
(b) the Covenant Compliance DSCR of the Libra Whole Loan calculated in accordance with the
methodologies for determining compliance with the related covenant under the Credit Agreement;
(c) details of tenants or tenant groups accounting for more than 1.5 per cent. of total portfolio rent;
(d) lease expiration schedule, assuming lease breaks are exercised;
(e) lease expiration schedule, assuming lease breaks are not exercised;
(f) portfolio summary by region;
(g) portfolio summary by property type; and
(h) current and historical property disposals.
Such additional information provided by the Servicer may be modified from time to time at the Servicer’s
sole discretion.
In addition, pursuant to the Servicing Agreement, in the event that the Servicer or, if the Libra Whole Loan
is a Specially Serviced Loan, the Special Servicer becomes aware of certain relevant information concerning the
Libra Whole Loan or Property, it will, as soon as reasonably practicable after becoming aware of such
information, prepare a summary of such information, notify the Issuer thereof and, upon receiving a signed copy
of such summary from the Issuer, file such summary, on behalf of the Issuer, with the relevant regulatory
information service and with Bloomberg L.P., unless the Issuer directs the Servicer or the Special Servicer not
to file such summary.
Enforcement of the Libra Whole Loan
Upon a default by any Borrower under the Libra Whole Loan, the servicing of the Libra Whole Loan may,
as described under “—Roles of the Servicer and the Special Servicer” above, be transferred to the Special
Servicer who will be required to evaluate whether to enforce such Borrower’s obligations under the Libra
Whole Loan in accordance with the procedures prescribed in the Servicing Agreement. Such procedures for
enforcement include the giving of instructions to the related Security Agent, if applicable, as to how to enforce
the security for the repayment of the Libra Whole Loan.
Subject to the overriding right, if applicable, of a Subordinate Lender and a PIK Facility Lender to purchase
the related Senior Debt pursuant to the express terms of the Senior Intercreditor Deed and the PIK Facility
Intercreditor Deed respectively (see “Certain Characteristics of the Libra Loan and the Properties—Senior
Intercreditor Deed—Purchase Right of Subordinate Lenders” and —PIK Facility Intercreditor Deed—Purchase
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Rights of PIK Facility Lenders” above), the Servicing Agreement will grant the Special Servicer an assignable
option (a “Purchase Option”) to purchase the Libra Loan that is a Specially Serviced Loan from the Issuer in
the manner and at the price described below; provided, that the Purchase Option may not be exercised by an
affiliate of the Borrower or by the Loan Seller or an affiliate of the Loan Seller.
Promptly after the determination that the Libra Whole Loan has become a Specially Serviced Loan, the
Servicer or the Special Servicer will be required to notify the Issuer, the Note Trustee and the Servicer or the
Special Servicer of such determination. The Note Trustee will then be required, within five days after receipt of
that notice, to provide a copy of the notice to the Controlling Party and the Rating Agencies.
Within 60 days of the Libra Whole Loan becoming a Specially Serviced Loan, the Special Servicer will be
required to determine the fair value of the Libra Loan in accordance with the Servicing Standard and consistent
with the guidelines contained in the Servicing Agreement. The Special Servicer will be permitted to change
from time to time thereafter, its determination of the fair value of a Specially Serviced Loan based upon changed
circumstances, new information or otherwise, in accordance with the Servicing Standard. In the event that the
Special Servicer or, subject to the restrictions above on the parties that can exercise the Purchase Option, a
Related Party of the Special Servicer proposes to purchase a Specially Serviced Loan for its own account, the
Servicer (if not the same entity as the Special Servicer or a Related Party of the Special Servicer, in which case
the Note Trustee shall make such determination instead) is required pursuant to the Servicing Agreement to
determine whether the Special Servicer’s determination of fair value for a Specially Serviced Loan constitutes a
fair price in its reasonable judgment. All reasonable costs and expenses of the Special Servicer and the Servicer
(or the Note Trustee, as the case may be) in connection with the determination of the fair value of a Specially
Serviced Loan including third-party reports, will be reimbursable on the next Payment Date. The Servicer (or
the Note Trustee, as the case may be) and the Special Servicer will be entitled to rely on third-party reports
obtained in connection with the determination of fair value.
“Related Party” means with respect to the Special Servicer, any other entity controlling or controlled by or
under common control with the Special Servicer. For the purposes of this definition, “control” when used with
respect to the Special Servicer means the power to direct the management and policies of such entity, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.
Within five Business Days after receiving notice of the Special Servicer’s fair value determination, the Note
Trustee must provide a copy to the Controlling Class Representative. After the determination of the fair value,
the Special Servicer or the assignee of the Purchase Option will have the exclusive right, during the following
30 days, to purchase the related Loan.
The holder of the Purchase Option may, during its option period and subject to applicable laws, purchase a
Specially Serviced Loan from the Issuer at a price (the “Option Price”) equal to (i) if the Special Servicer (or
Servicer or Note Trustee, as applicable) has not yet determined the fair value of the Specially Serviced Loan, the
unpaid principal balance of the Specially Serviced Loan plus accrued and unpaid interest on such balance, all
related unreimbursed Advances, together with any unpaid interest thereon at the Reimbursement Rate and all
accrued Servicing Fees, Special Servicing Fees and additional expenses allocable to such Specially Serviced
Loan, and all costs and expenses in connection with the sale, or (ii) if the Special Servicer (or Servicer or Note
Trustee, as applicable) has made such fair value determination, the fair value of the Specially Serviced Loan, as
determined by the Special Servicer (or Servicer or Note Trustee, as applicable). If the most recent fair value
calculation was made more than 90 days prior to the exercise date of the Purchase Option, then the Special
Servicer (or Servicer or Note Trustee, as applicable) must confirm or revise the fair value determination, and the
Option Price at which the Specially Serviced Loan may be purchased will be modified accordingly.
Unless and until the Purchase Option with respect to a Specially Serviced Loan is exercised, the Special
Servicer will be required to pursue such other resolution strategies available under the Servicing Agreement,
including workout and enforcement, consistent with the Servicing Standard, but the Special Servicer will not be
permitted to sell the Specially Serviced Loan, other than pursuant to the exercise of the Purchase Option;
provided that the Special Servicer will be permitted to sell to the Subordinate Lender as provided in the Senior
Intercreditor Deed.
If not exercised sooner, the Purchase Option with respect to any Specially Serviced Loan will automatically
terminate upon (i) the related Borrower’s cure of all defaults that caused the Libra Whole Loan to be a Specially
Serviced Loan, (ii) the acquisition by or on behalf of the Issuer of title to the related Property on enforcement or
otherwise or (iii) the modification, waiver or pay-off (full or discounted) of the Specially Serviced Loan in
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connection with a workout. In addition, the Purchase Option with respect to a Specially Serviced Loan held by
any person will terminate upon the exercise of the Purchase Option by any other holder of a Purchase Option.
Notwithstanding the above, with respect to the Libra Whole Loan, after the occurrence of a Purchase Event
of Default under the Libra Whole Loan, the Senior Intercreditor Deed provides that the Subordinate Lender will
have the right (which will take priority over any Purchase Option right) to purchase the Libra Loan for a price
equal to par plus accrued interest plus all other outstanding amounts under the Libra Loan and any outstanding
costs or expenses of the Issuer relating to the Libra Loan (as more fully described under “Certain
Characteristics of the Libra Loan and the Properties—Senior Intercreditor Deed—Purchase Rights of
Subordinate Lenders” above). The Servicing Agreement provides that the Servicer or Special Servicer will be
required to deliver notice to the related Subordinate Lender upon the occurrence of a Purchase Event of Default
under the Libra Whole Loan. The Purchase Option will expire upon any option to purchase the Libra Loan
being exercised by a Subordinate Lender.
Notwithstanding anything contained herein to the contrary, the Servicing Agreement will provide that the
Special Servicer will not cause the Issuer or the Note Trustee to obtain title to a Property related thereto as a
result of or in lieu of foreclosure or otherwise, and will not otherwise acquire possession of, or take any other
action with respect to, any Property related thereto if, as a result of any such action, the Note Trustee, the Issuer
or the Noteholders would be considered to hold title to, to be a “mortgagee-in-possession” or “heritable creditor
in possession” of, or to be an “owner” or “operator” of, such Property within the meaning of the relevant local
law unless the Special Servicer has (a) coordinated with the Issuer to ensure title to the Property will be obtained
only through a specially formed subsidiary and (b) has previously determined, based on an environmental
survey prepared by an independent person who regularly conducts environmental surveys, that: (i) such Property
is in compliance with applicable local environmental laws or, if not, after consultation with an environmental
consultant that it would be in the best economic interest of the Noteholders and any Subordinate Lender (as a
collective whole, but taking into account the subordination in priority of the Subordinate Debt) to take such
actions as are necessary to bring such Property in compliance with applicable local environmental laws and (ii)
there are no circumstances present at such Property relating to the use, management or disposal of any
hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be
required under any currently applicable local law or regulation, or that, if any such hazardous materials are
present, for which such action could be required, after consultation with an environmental consultant it would be
in the best economic interest of the Noteholders and any Subordinate Lender (as a collective whole, but taking
into account the subordination in priority of the Subordinate Debt) to take such actions with respect to the
affected Property.
The Special Servicer is required to use efforts consistent with the Servicing Standard to solicit bids for each
Property that it holds in lieu of the Libra Whole Loan (whether as a result of enforcement or otherwise) (each,
an “MIP Property”) in such manner as will be reasonably likely to realise a fair price prior to the Maturity
Date. Such solicitation is required to be made in a commercially reasonable manner. The Special Servicer shall
manage, conserve, protect and operate each MIP Property for the Issuer, any related Subordinate Lender and the
Note Trustee, solely for the purpose of its prompt disposition and sale (which shall not be later than three years
from the date such MIP Property is acquired) in accordance with the Servicing Agreement. The Special
Servicer is required to accept the highest cash bid received from any person for such MIP Property in an amount
at least equal to par plus accrued interest plus all other outstanding amounts under the related Libra Whole Loan
and any outstanding expense of the Issuer relating to the Libra Whole Loan; provided, however, that in the
absence of any such bid, the Special Servicer must accept the highest cash bid received from any person that is
determined by the Special Servicer to be a fair price for such MIP Property. If the Special Servicer reasonably
believes that it will be unable to realise a fair price for any MIP Property, then the Special Servicer must dispose
of such MIP Property upon such terms and conditions as it deems necessary and desirable to maximise the
recovery thereon under the circumstances and, in connection therewith, is required to accept the highest
outstanding cash bid.
For purposes of calculating distributions on, and allocations of NAI to, the Notes, as well as for purposes of
calculating the Servicing Fee and the Special Servicing Fee payable each quarter, each MIP Property will be
treated as if there exists with respect thereto an outstanding loan (a “MIP Loan”), and all references to the Libra
Whole Loan in this Offering Circular, when used in that context, will be deemed to also be references to or to
also include, as the case may be, a MIP Loan. A MIP Loan will generally be deemed to have the same
characteristics as its actual predecessor Libra Whole Loan, including the same Loan Interest Rate and the same
unpaid principal balance. Amounts due on the predecessor Libra Whole Loan, including any portion of it
payable or reimbursable to the Servicer, will continue to be “due” in respect of the MIP Loan; and amounts
received in respect of the related MIP Property, net of payments to be made, or reimbursement to the Advance
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Provider or the Backup Advance Provider, as applicable, for payment previously advanced, in connection with
the operation and management of that Property, generally will be applied by the Servicer as if received on the
predecessor Libra Whole Loan.
If the mortgage or standard security is enforced and a Property is sold, the net proceeds of sale (after
payment of the costs and expenses of the sale, including any Liquidation Fees payable in connection therewith)
will, together with any amount payable to the Borrower on any related insurance contracts (to the extent such
amounts may be applied in repayment of the Libra Whole Loan), be applied against the sums owing from the
Borrower to the extent necessary to repay the Libra Whole Loan and the related costs. For more discussion on
enforcement procedures, see “Certain Aspects of the Libra Loan” below.
Modifications, Waivers, Amendments, Consents and Substitutions
The Servicer or, in the case of a Specially Serviced Loan the Special Servicer, will be responsible for
responding to requests by the Borrower for consent to modifications or waivers to the Credit Agreement and
other Loan Documents, subject to the rights of the Controlling Party and PIK Facility Lender as described under
“Rights of the Controlling Party” and “Certain characteristics of the Libra Loan and Properties—PIK Facility
Intercreditor Deed—Rights of the PIK Facility Lender” above.
The Security Agent is required to provide the Servicer or Special Servicer, as applicable, with any request
by the Borrower made to the Security Agent rather than the Servicer or the Special Servicer for a modification,
waiver or amendment of the Credit Agreement within three Business Days of receipt of such request together
with any relevant information relating to such request which may be reasonably required by the Servicer or
Special Servicer, as the case may be, to perform its obligations under the Servicing Agreement.
With respect to requests for consents, modifications, waivers or amendments not contemplated by the Loan
Documents, the Servicer or Special Servicer, as appropriate, may exercise its discretion and agree to the request
provided that:
(a) the granting of consent would be in accordance with the Servicing Standard; and
(b) the consent if granted:
(i) would, in the reasonable opinion of the Servicer or, as the case may be, the Special Servicer, not
have a material adverse effect on the interests of Noteholders and any Subordinate Lender (as a
collective whole but taking into account the subordination in priority of the Subordinate Debt); or
(ii) would, in the reasonable opinion of the Servicer or, as the case may be, Special Servicer, produce
an aggregate greater recovery to the Noteholders and any Subordinate Lender (as a collective
whole but taking into account the subordination of the Subordinate Debt) on a net present value
basis than liquidation of the related Property, as determined by the Servicer or Special Servicer, in
accordance with the Servicing Standard; or
(iii) has been the subject of written confirmation from S&P and Fitch, that an event that would cause
the downgrade, qualification or withdrawal of the then current ratings of any class of Notes (such
an event, an “Adverse Rating Event”) would not occur as a result, unless the Note Trustee, acting
on instructions of each class of Noteholders whose Notes would be subject to an Adverse Rating
Event, has confirmed that such consent may be given.
Notwithstanding the above, no modification, waiver or amendment may be made to any of the Loan
Documents that would:
(a) require the making of a further advance to the Borrower or Obligor; or
(b) extend the Loan Maturity Date beyond the date that is seven years before the Maturity Date of the
Notes without the consent of each class of Noteholders by way of Extraordinary Resolution; or
(c) extend the Loan Maturity Date to a date that is less than ten years from the expiry of any headlease
without the consent of all the Noteholders of every class or receipt of confirmation from S&P
(following notification to all Rating Agencies) that there will not be an Adverse Rating Event; and
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(d) have the effect of permitting the assignment or substitution or transfer of a controlling interest in the
Borrower or the assumption of the Borrower’s obligations by any other person, unless notice of such
matter is provided to the Rating Agencies.
The Servicer and the Special Servicer will each be required to deposit in the relevant mortgage file an
original counterpart of any agreement relating to a modification, waiver or amendment agreed to by it promptly
following its execution and to forward a copy to the Note Trustee and the Rating Agencies. Upon reasonable
prior written notice to the Servicer, copies of each agreement by which any modification, waiver or amendment
of any term of the Libra Whole Loan is effected are required to be available for review during normal business
hours at the offices of the Servicer.
Calculations
The Servicer will identify all funds received by the Issuer under the Libra Loan as principal, interest or
other amounts allocable to the Libra Whole Loan or otherwise and will advise the Cash Manager and as to the
crediting of such funds to the related ledger.
Insurance
The Servicer (for so long as the Libra Whole Loan is not a Specially Serviced Loan) and the Special
Servicer (for so long as the Libra Whole Loan is a Specially Serviced Loan) will, on behalf of the Note Trustee,
the Security Agent and the Issuer administer the arrangements for insurance in respect of, or in connection with,
the Libra Whole Loan and any Related Security. Pursuant to the terms of the Servicing Agreement, the Servicer
or the Special Servicer, as applicable, are required to use reasonable efforts consistent with the Servicing
Standard to monitor the compliance of, and to the extent reasonably practicable, to cause the Borrower to
comply with the requirements of the Loan Documents regarding the maintenance of insurance on the related
Properties.
To the extent consistent with the Loan Documents, each of the Servicer or the Special Servicer, as
applicable, is required under the Servicing Agreement to use reasonable endeavours consistent with the
Servicing Standard to require the Borrower to obtain insurance coverage required under the Loan Documents
from insurers which have a “claims paying ability” or an “insurance financial strength” rating, as applicable of
“A” or better by S&P and Fitch and “A3” or better by Moody’s (or the obligations of which are guaranteed or
backed by a company that has such insurance financial strength rating), unless in any such case S&P has
confirmed in writing that obtaining the related insurance from an insurance company that is not rated by each of
the Rating Agencies (subject to the foregoing exceptions) or that has a lower claims-paying ability than such
requirements shall not result, in and of itself, in an Adverse Rating Event.
In the event that the Servicer (for as long as the Libra Whole Loan is not a Specially Serviced Loan) or the
Special Servicer (for as long as the Libra Whole Loan is a Specially Serviced Loan) becomes aware that either:
(a) a Property is not covered by a buildings insurance policy; or (b) a buildings insurance policy may lapse in
relation to a Property due to the non-payment of any premium, the Servicer or the Special Servicer as
applicable, is required, pursuant to the terms of the Servicing Agreement and subject always to all applicable
laws and regulations and consistent with the Servicing Standard, to procure that buildings insurance is
maintained for such Property in the form required under the related Loan Documents. Such building insurance
policy will be paid for by either (i) a Servicing Advance, or (ii) a withdrawal from the related Rent Account of
an amount necessary to pay all necessary premia (in the case of (a) preceding) or pay to the insurer any unpaid
premia, together with any penalties or other charges arising from the related Borrower’s failure to timely pay
such items (in the case of (b) preceding). However, neither the Servicer nor the Special Servicer is required to
pay or instruct payment of any amount described above if, in its reasonable opinion, to do so would not be in
accordance with the Servicing Standard. See also “Risk Factors—Loan Related Risks—Insurance”.
Delegation by the Servicer and the Special Servicer
Each of the Servicer or the Special Servicer may, in certain circumstances, without the consent of the Issuer
or the Note Trustee, sub-contract or delegate its obligations under the Servicing Agreement to any entity,
including an affiliate or associated company. Notwithstanding any sub-contracting or delegation of the
performance of any of its obligations under the Servicing Agreement, the Servicer or the Special Servicer, as the
case may be, shall not be released or discharged from any liability thereunder and shall remain responsible for
the performance of its obligations under the Servicing Agreement by any sub-contractor or delegate.
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Servicing Fee, Special Servicing Fee, Liquidation Fee and Workout Fee
Pursuant to the Servicing Agreement, the Issuer and the Subordinate Lenders will pay to the Servicer on
each Payment Date a fee equal to 0.0090 per cent. per annum (plus VAT, if applicable) (the “Servicing Fee”)
which is calculated in the aggregate as a percentage of the outstanding principal balance of the Libra Whole
Loan at the beginning of the Loan Interest Accrual Period to which that Payment Date relates. The rate at which
the Servicing Fee accrues is part of the Administrative Cost Rate (as defined in Condition 5(c)). Following any
termination of Capmark Services Ireland Limited’s and Capmark Services UK Limited’s appointment as
Servicer, the Servicing Fee will be paid to any substitute servicer appointed; provided that the Servicing Fee
may be payable to any substitute servicer, at a higher rate and if agreed in writing by the Issuer and the Note
Trustee (but which does not exceed the rate then commonly charged by providers of loan servicing services
secured on similar properties in comparable circumstances).
Both before enforcement of the Notes and thereafter, the Issuer and the relevant Subordinate Lender will
pay the Servicing Fee to the Servicer and will reimburse the Servicer for all costs and expenses incurred by the
Servicer in relation to the Libra Whole Loan and the Related Security; and (ii) the Issuer and (with regard to any
Subordinate Debt) the relevant Subordinate Lender will pay the Special Servicing Fee, the Workout Fee and/or
the Liquidation Fee, as applicable, to the Special Servicer. Both before and after an enforcement of the Issuer
Security, the Servicing Fee and the Special Servicing Fee is payable in priority to payments on the Notes. See
“The Structure of the Accounts—The Issuer’s Accounts” above.
Pursuant to the Servicing Agreement, the Issuer and the relevant Subordinate Lender will pay to the Special
Servicer a credit management and agency fee equal to 0.1800 per cent. per annum (plus VAT, if applicable)
(together, the “Special Servicing Fee”) on the outstanding principal balance of the Libra Whole Loan and, as
relevant, the Subordinate Debt, for each day that the Libra Whole Loan and, if applicable, Subordinate Debt is
designated as a Specially Serviced Loan. The Special Servicing Fee will be paid in addition to the Servicing
Fee. The Special Servicing Fee will accrue on a daily basis over such period and shall be payable on each
Payment Date commencing with the Payment Date following the date on which such period begins and ending
on the Payment Date following the end of such period. The Servicing Fee and the Special Servicing Fee with
respect to the Libra Whole Loan or Subordinate Debt will cease to be payable when any of the following events
(each, a “Liquidation Event”) occurs in relation to the Libra Whole Loan:
(a) the Libra Whole Loan is repaid in full;
(b) a Final Recovery Determination is made with respect to the Libra Whole Loan; and
(c) the Libra Loan (and, if applicable, the Subordinate Debt) (i) is repurchased by the Loan Arranger under
the Loan Sale Agreement; or (ii) is purchased pursuant to the Purchase Option or (iii) is purchased by
the Subordinate Lenders pursuant to the terms of the Senior Intercreditor Deed or (iv) is purchased by
the Servicer or Special Servicer as described in “—Purchase Right of the Servicer and the Special
Servicer” below immediately following the receipt of Liquidation Proceeds.
“Final Recovery Determination” means with respect to the Libra Whole Loan, a reasonable determination
by the Special Servicer made in accordance with the Servicing Standard that there has been a recovery of all
Liquidation Proceeds and other payments or recoveries that, in the Special Servicer’s judgment, which judgment
was exercised without regard to any obligation of the Advance Provider or the Backup Advance Provider to
make payments from its own funds, will ultimately be recoverable, such judgment to be exercised in accordance
with the Servicing Standard.
The Special Servicer will be entitled to receive a fee (the “Liquidation Fee”) with respect to a Specially
Serviced Loan based on the proceeds of the liquidation of the Libra Whole Loan or a Property, pay-off or
discounted pay-off of a Specially Serviced Loan or sale of the related Property in connection with an
enforcement of the security, in each case, net of any costs and expenses (such proceeds, “Liquidation
Proceeds”). The amount of the Liquidation Fee payable in respect of a Specially Serviced Loan will be equal to
0.4000 per cent. (plus VAT, if applicable) of the net proceeds. The Liquidation Fee is payable on the Payment
Date following the receipt of Liquidation Proceeds in priority to the Notes; provided, however, that no
Liquidation Fee will be payable in connection with (i) the exercise by the Subordinate Lenders of their right to
acquire the Libra Loan pursuant to the terms of the Senior Intercreditor Deed; provided that (a) the Subordinate
Lender notifies the Special Servicer that it intends to acquire the Libra Loan within 30 days of having been
notified that its right to purchase the Libra Loan has arisen and (b) the Subordinate Lenders acquire the Libra
Loan within 60 days of having so notified the Special Servicer of its intention to purchase, (ii) the purchase of
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the Libra Loan by the Special Servicer pursuant to the Purchase Option (however, a Liquidation Fee will be
payable where a party other than the Special Servicer acquire(s) a Specially Serviced Loan by way of the
Purchase Option) or (iii) the purchase of the Libra Loan by the Special Servicer or the Servicer in the event the
aggregate outstanding principal balance of the of the Libra Loan is reduced to below 10 per cent. of the
aggregate outstanding balance of the Libra Loan as at the Closing Date, (iv) the repurchase of (or participation
in) the Libra Loan by the Loan Arranger pursuant to the Loan Sale Agreement or (v) any other event specified
in the Servicing Agreement pursuant to which the Liquidation Fee is not payable. Although the Liquidation Fee
is intended to provide the Special Servicer with an incentive to perform its duties better, the payment of any
Liquidation Fee will reduce amounts payable to the Noteholders.
In addition, with respect to any Specially Serviced Loan that becomes a Corrected Loan, a “Workout Fee”
will generally be payable to the Special Servicer, for so long as the Libra Whole Loan remains a Corrected
Loan. The Workout Fee will be calculated by application of a “Workout Fee Rate” equal to 0.4000 per cent.
(plus VAT, if applicable) to each collection of interest and principal in respect of the Libra Whole Loan received
for so long as it remains a Corrected Loan. The Workout Fee will cease to be payable if the Corrected Loan
again becomes a Specially Serviced Loan but will become payable again if and when the Libra Whole Loan
again becomes a Corrected Loan.
The Servicer and the Special Servicer will also be entitled to receive, as additional servicing compensation,
to the extent permitted by applicable law and the related Loan Documents, Loan service transaction fees
(excluding any Prepayment Charges), and any assumption fees, substitution fees or loan modification fees, in
each case to the extent received and not required to be deposited or retained in the Collection Account pursuant
to the Servicing Agreement.
The Servicer and the Special Servicer will be required to pay their respective overhead costs and any
general and administrative expenses incurred by them in connection with their servicing activities under the
Servicing Agreement and will, in general, not be entitled to reimbursement for such expenses. However, on
each Payment Date, the Servicer and the Special Servicer is entitled to be reimbursed (with interest thereon at
the Reimbursement Rate) in respect of certain out-of-pocket costs, expenses and charges properly incurred by it
in the performance of its servicing obligations. Such costs and expenses are payable by the Issuer and the
Subordinate Lenders on the Payment Date following the Loan Interest Period during which they are incurred by,
the Servicer or the Special Servicer, as applicable, or in the case of fees and expenses which are paid directly by
the Borrower, on the date which such fees and expenses are collected from the Borrower.
The Servicing Fee, the Special Servicing Fee, the Liquidation Fee, the Workout Fee and other amounts
payable by the Issuer and the Subordinate Lenders to the Servicer and the Special Servicer) are payable in
priority to the Notes and to amounts due to the Issuer or the Subordinate Lenders, both before and after the
enforcement of the Issuer Security. This order of priority has been agreed with a view to procuring the
continuing performance by the Servicer and the Special Servicer of its duties at all times while the Notes are
outstanding.
Termination of Appointment of Servicer or Special Servicer
The Note Trustee may terminate the Servicer’s or Special Servicer’s appointment under the Servicing
Agreement (with notice to the Rating Agencies) upon the occurrence of a termination event in respect of that
entity including, inter alia, a default in the payment on the due date of any payment to be made by it under the
Servicing Agreement or, in certain circumstances, a default in performance of any of its other material
covenants or obligations under the Servicing Agreement or the occurrence of certain insolvency related events
in relation to it.
On the termination of the appointment of the Servicer or the Special Servicer by the Note Trustee, the Note
Trustee may, subject to certain conditions (including confirmation from the Rating Agencies that no Adverse
Rating Event will occur as a result thereof), appoint a substitute servicer or substitute special servicer. If the
appointment of the Special Servicer is terminated in respect of the Libra Whole Loan (otherwise than by reason
of the Libra Whole Loan ceasing to be a Specially Serviced Loan) and a successor is not appointed in
accordance with the Servicing Agreement, the Special Servicer in respect of the Libra Whole Loan shall
continue the duties and obligations of the Special Servicer until such time as a successor is appointed in
accordance with the Servicing Agreement.
Each of the Servicer and the Special Servicer may terminate its appointment upon not less than three
months’ notice to each of the Issuer, the Note Trustee, the Servicer and the Special Servicer (whichever are not
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purporting to give notice) provided that a qualified substitute servicer or substitute special servicer, as the case
may be, shall have been appointed and agreed to be bound by the Servicing Agreement and the Deed of Charge
and Assignment, such appointment to be effective not later than the date of termination, and provided further
that the Rating Agencies have provided written confirmation that the then applicable ratings of the Notes will
not be downgraded, withdrawn or qualified as a result thereof unless otherwise agreed by an Extraordinary
Resolution passed at a separate meeting of each class of the Noteholders. Such termination shall be without
prejudice to the Servicer’s or, as the case may be, the Special Servicer’s right in respect to any accrued but
unpaid fees and expenses due by the Issuer or the Subordinate Lenders, as applicable.
On termination of its appointment, the Servicer and the Special Servicer, as the case may be, will forthwith
deliver to the Note Trustee or as it may direct, all documents, information, computer stored data and moneys
held by it in relation to its appointment as Servicer or Special Servicer, as the case may be, and will take such
further action as the Note Trustee may reasonably direct to enable the services of the Servicer or the Special
Servicer, as the case may be, to be performed by a substitute thereof.
Notwithstanding the above, if any successor Servicer or Special Servicer is appointed, if any such entity
shall charge a fee that is higher than the then current fee payable to the Servicer or Special Servicer, as
applicable, such increase in fee will not begin to accrue until the next following Loan Interest Accrual Period for
the Libra Loan.
General
Notwithstanding the foregoing, none of the Servicer or the Special Servicer will be liable for any obligation
of the Borrower under the Credit Agreement or any Related Security, have any liability to any third party for the
obligations of the Issuer, any Subordinate Lender under the Senior Intercreditor Deed or the Note Trustee under
the Notes or any of the Transaction Documents or the Subscription Agreement (the Transaction Documents,
together with the Subscription Agreement, the “Relevant Documents”) or have any liability to the Issuer, the
Note Trustee, the Noteholders or any other person for any failure by the Issuer to make any payment due by it
under the Notes or any of the Relevant Documents unless such failure by the Issuer results from a failure by the
Servicer or the Special Servicer as the case may be, to perform its obligations under the Servicing Agreement
because of its negligence or wilful misconduct.
Each of the Servicer and the Special Servicer will be entitled to indemnification from the Issuer for any
loss, liability or expense incurred in connection with any actual or threatened legal action relating to the
Relevant Documents or the Libra Loan, other than any loss, liability or expense incurred by reason of the
Servicer’s or Special Servicer’s, as applicable, negligence or wilful misconduct or breach of the terms of the
Servicing Agreement.
The Servicers and/or the Special Servicer may become the owner or otherwise hold an interest in the Notes
or any Subordinate Debt with the same rights as it would have if it were not the Servicer or the Special Servicer.
In assessing whether actions of the Servicer or Special Servicer were consistent with the Servicing Standard, no
account will be taken of any such interest of the Servicer or Special Servicer in the Notes or any Subordinate
Debt.
Purchase Right of the Servicer and the Special Servicer
Pursuant to Condition 6(d) (Mandatory Redemption Upon Exercise of Call Option) of the Terms and
Conditions of the Notes, the Servicer or the Special Servicer has the right to purchase the Libra Loan upon,
among other things, a reduction in principal amount outstanding of the Libra Loan to an amount less than 10 per
cent. of its outstanding principal balance as at the Closing Date for the amount necessary for the Issuer to cause
such a redemption of the Notes in accordance with Condition 6(d) (Mandatory Redemption Upon Exercise of
Call Option). Any purchase by the Servicer or the Special Servicer of the Libra Loan in connection with such a
call option would result in prepayment in full of the Notes. Therefore such a prepayment would have an adverse
effect on the yield of the Class X Notes because a termination would have an effect similar to a principal
prepayment in full of the Libra Loan and, as a result, investors in the Class X Notes and any other Notes
purchased at a premium might not fully recoup their initial investment. See “Estimated Average Lives of the
Notes and Assumptions” below.
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Enforcement of the Notes
If so instructed in writing by the Note Trustee, pursuant to Condition 11 (Enforcement), the Special Servicer
will, on behalf of the Note Trustee, for as long as the Issuer is not the subject of any insolvency proceedings, sell
or otherwise liquidate (or otherwise direct a receiver, liquidator, administrator, or other such party, if one has
been selected by the Note Trustee, to sell or otherwise liquidate) the Libra Loan, its Related Security or any
related MIP Properties.
Upon the Issuer becoming subject to insolvency proceedings (or in any other circumstances where the
Special Servicer is unable to fulfil its obligations under the preceding paragraph, where the Note Trustee is
enforcing the Issuer Security), the Note Trustee will: (a) involve the Special Servicer in all discussions relating
to the sale or liquidation of that portion of the Issuer Security consisting of the Libra Loan, its Related Security
or any related MIP Properties; and (b) allow the Special Servicer to make all strategic decisions relating to the
sale or liquidation of such Issuer Security to the extent that the Note Trustee is involved in such decision
making.
The Special Servicer will be required to enforce (or direct, or make decisions relating to, the enforcement
of) such Issuer Security in a manner that will achieve, in the most timely manner as possible, the maximum
proceeds available in a manner consistent with the Servicing Standard. Other than in connection with the
liquidation or sale of such Issuer Security in connection with the insolvency of the Issuer, the Special Servicer
will cause the liquidation of the Libra Loan to be performed pursuant to provisions relating to the Purchase
Option for a Purchase Option Loan, as set forth under “—Enforcement of the Libra Loan” above.
Upon an Extraordinary Resolution of all of the Noteholders directing the same, the Special Servicer’s
involvement relating to the enforcement of any Issuer Security (both before and after the insolvency of the
Issuer) shall cease and the Note Trustee shall re-assume sole responsibility for such enforcement.
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CASH MANAGEMENT
Cash Manager
Pursuant to an agreement to be entered into on or prior to the Closing Date between, inter alios, the Issuer,
the Servicer, the Special Servicer, the Note Trustee, the Cash Manager and the Operating Bank (the “Cash
Management Agreement”) each of the Issuer and the Note Trustee will appoint ABN AMRO Bank N.V.
(London Branch) (in its capacity as both the “Cash Manager” and the “Operating Bank”) to be its agent to
provide certain cash management services (the “Cash Management Services”) and certain bank account
services. The Cash Manager will undertake with the Issuer and the Note Trustee that in performing the services
to be performed and in exercising its discretion under the Cash Management Agreement, the Cash Manager will
perform such responsibilities and duties diligently and in conformity with the Issuer’s obligations with respect to
the transaction and that it will comply with any directions, orders and instructions which the Issuer or the Note
Trustee may from time to time give to the Cash Manager in accordance with the provisions of the Cash
Management Agreement.
Operating Bank and Issuer’s Accounts
Pursuant to the Cash Management Agreement, the Operating Bank will open and maintain (a) the
Collection Account; (b) the Class X Account; and (c) the Class V Account (together, the “Issuer Accounts” and
each, an “Issuer Account”) and the Issuer Share Capital Proceeds Account, each in the name of the Issuer. The
Operating Bank has agreed to comply with any direction of the Cash Manager or the Note Trustee to effect
payments from the Issuer Accounts if such direction is made in accordance with the mandate governing the
applicable account. In addition, pursuant to the Cash Management Agreement the Operating Bank will open
and maintain the Libra Tranching Account.
Calculation of Amounts and Payments
Under the Servicing Agreement, the Servicer is required to identify funds paid under the Credit Agreement
and any Related Security, as principal, interest and other amounts due thereunder in accordance with the
interests of the Issuer. The Servicer will advise the Cash Manager of these determinations and the Cash
Manager will allocate funds accordingly. In addition, all P&I Advances made by the Advance Provider or the
Backup Advance Provider under the Servicing Agreement (other than Advances in respect of the Libra Whole
Loan which will be paid into the Libra Tranching Account) will be paid into the Collection Account. Once such
funds have been credited to the Collection Account, the Cash Manager is required to apply such funds in
accordance with the Deed of Charge and Assignment and the Cash Management Agreement, each as described
below.
The Cash Manager will be authorised to invest any available funds standing to the credit of the Collection
Account, the Class X Account and the Class V Account in Permitted Investments, in accordance with the
provisions of the Cash Management Agreement. All amounts earned on such investments of amounts held in
the Collection Account, the Class X Account and the Class V Account will be deposited in the Class V Account
(other than amounts earned in respect of prepayments (including Break Costs) or liquidation proceeds which
will form part of Available Funds). All amounts earned on investments of amounts held in the Libra Tranching
Account will be transferred to the Collection Account to be included in Available Funds.
The Cash Manager is required to determine, from information provided by the Servicer, the various
amounts required to pay interest and principal due on the Notes on the forthcoming Payment Date and all other
amounts then payable by the Issuer and the amounts available to make such payments. In addition, the Cash
Manager will calculate the Principal Amount Outstanding and the Note Factor for each class of Notes for the
Interest Accrual Period commencing on the next following Payment Date and the amount of each principal
payment (if any) due on each class of Notes on the next following Payment Date, in each case pursuant to
Condition 6(e) (Principal Amount Outstanding and Note Factor).
The Cash Manager will from time to time pay, on behalf of the Issuer all Periodic Expenses and all other
expenses of the Issuer. The Cash Manager will also pay on behalf of the Issuer (in accordance with the advice
of the Servicer) any amounts owing to the Loan Seller.
The Cash Manager will make all payments required to carry out an optional redemption of Notes pursuant
to Condition 6(c) (Mandatory Redemption for Tax Reasons) or Condition 6(d) (Mandatory Redemption upon
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Exercise of Call Option), in each case according to the provisions of the relevant Condition. See further “Terms
and Conditions of the Notes”.
Statement to Noteholders
On or prior to each Payment Date, the Cash Manager will be required to provide or make available
electronically to the Note Trustee, the Servicer, the Special Servicer, the Rating Agencies, the Noteholders, the
Advance Provider, the Controlling Class Representative, the Issuer and its designee, including a financial
market publisher (which is anticipated to initially be Bloomberg, L.P.), if any, (i) a statement substantially in the
form attached hereto as Appendix 2, subject to amendment from time to time in accordance with market
demands (a “Statement to Noteholders”) in respect of each Payment Date in which it will notify the recipients
of, inter alia, amounts received in the Issuer Accounts and payments made with respect to the Notes (other than
the Class V Notes) on such Payment Date, based upon information provided by the Servicer in accordance with
the Servicing Agreement; and (ii) certain information relating to the Properties and the Libra Loan.
In addition, within a reasonable period of time after the end of each calendar year, the Cash Manager is
required to furnish, upon request, to each person or entity who at any time during the calendar year was a holder
of a Note, a statement setting forth the principal and interest distributed to the applicable class, aggregated for
the Payment Dates falling in the related calendar year during which that person was a Noteholder, together with
any other information as the Cash Manager deems necessary or desirable, or that a Noteholder reasonably
requests, to enable Noteholders to prepare their tax returns for that calendar year.
Information Available Electronically
The Cash Manager will make available quarterly for the relevant reporting periods, to the Note Trustee, on
behalf of the Noteholders, the Statement to Noteholders via the Cash Manager’s internet website which is
initially located at www.etrustee.net. This internet website does not form part of this Offering Circular. In
addition, the Cash Manager will make the CMSA European Investor Reporting Package related to the Libra
Loan available, to the extent that the Cash Manager receives the CMSA European Investor Reporting Package
from the Servicer. See “Servicing—Quarterly Reporting”. The CMSA European Investor Reporting Package
sets forth information with respect to the Libra Loan and the Properties and will be in the form approved by the
Commercial Mortgage Securities Association (“CMSA”), as such reports may be modified to reflect that the
Properties are located in England, Wales, Scotland and Northern Ireland, as the case may be. Information will
be accessible only with a password provided by the Cash Manager.
The Cash Management Agreement requires that the Cash Manager make available at its offices (except for
items (e) and (f) below, which will be made available by the Note Trustee or its designee), during normal
business hours, for review by any Noteholder, the Loan Arranger, the Loan Seller, the Issuer, the Servicer, the
Special Servicer, the Rating Agencies, the Controlling Class Representative or any other person to whom the
Cash Manager or the Note Trustee, as applicable, believes the disclosure is appropriate (in each case, to the
extent permitted by the Loan Documents and not otherwise prohibited by applicable law), upon their prior
written request, originals or copies of, among other things, the following items:
(a) the Servicing Agreement and any amendments to that agreement;
(b) all Statements to Noteholders made available to holders of the relevant class of Notes since the Closing
Date;
(c) all accountants’ reports delivered to the Cash Manager since the Closing Date;
(d) the most recent property inspection report prepared by or on behalf of the Servicer or the Special
Servicer and delivered to the Cash Manager in respect of each Property;
(e) copies of the Loan Documents;
(f) any and all modifications, waivers and amendments of the terms of the Libra Loan entered into by the
Servicer or the Special Servicer and delivered to the Note Trustee; and
(g) any and all statements and reports delivered to, or collected by, the Servicer or the Special Servicer
from the Borrower, including the most recent annual property operating statements, tenant schedules
(rent schedules) and Borrower financial statements, but only to the extent that the statements and
reports have been delivered to the Cash Manager.
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The Cash Manager will be permitted to require payment of a sum sufficient to cover the reasonable costs
and expenses of providing the copies. Pursuant to the Servicing Agreement, the Servicer will use reasonable
efforts to enforce all provisions of the Loan Documents relating to the submission of financial and property
information.
The Cash Management Agreement will require the Cash Manager subject to certain restrictions (including
execution and delivery of a confidentiality agreement) set forth in the Cash Management Agreement, to provide
certain of the reports or, as well as certain other information received by the Cash Manager, as the case may be,
to any Noteholder, the Manager, the Loan Arranger, the Loan Seller, or any prospective investor so identified by
a beneficial owner of a Note or a Manager, that requests reports or information. However, the Cash Manager
will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing
copies of these reports or information. Except as otherwise set forth in this paragraph, until the time Definitive
Notes are issued, notices and statements required to be mailed to holders of Notes will be available to the
beneficial owners of the Notes only to the extent they are forwarded by or otherwise available through Euroclear
or Clearstream, Luxembourg, as applicable. Conveyance of notices and other communications by Euroclear or
Clearstream, Luxembourg to their participants, and by participants to beneficial owners of the Notes, will be
governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect
from time to time. Except as otherwise set forth in this paragraph, the Note Trustee, the Cash Manager and the
Issuer are required to recognise as Noteholders only those persons in whose names the Notes are registered on
the books and records of the Registrar.
Pursuant to the Servicing Agreement, the Servicer is required to deliver to the Cash Manager periodically,
and the Cash Manager is required to make available as described above, a copy of the standard CMSA reports
that make up the CMSA European Investor Reporting Package. The CMSA’s website, at which copies of the
standard reports may also be obtained, is located at www.cmbs.org. The CMSA’s internet website does not
form part of this Offering Circular. In addition, pursuant to the Cash Management Agreement, in the event that
the Cash Manager is provided with certain relevant information (as determined in accordance with the Market
Abuse Directive and relevant implementing measures in Ireland) concerning the Libra Loan or Properties, it
will, as soon as reasonably practicable after being provided with such information notify the Issuer thereof,
prepare a summary of such information and deliver it to the Issuer.
The Cash Manager will not make any representations or warranties as to the accuracy or completeness of,
and may disclaim responsibility for, any information made available by the Cash Manager for which it is not the
original source. The Cash Manager may require registration for access to its website.
Delegation by the Cash Manager
The Cash Manager may, in certain circumstances, without the consent of the Issuer or the Note Trustee, as
applicable, sub-contract or delegate its obligations under the relevant Cash Management Agreement.
Notwithstanding any sub-contracting or delegation of the performance of any of its obligations under the Cash
Management Agreement, the Cash Manager will not be released or discharged from any liability thereunder and
will remain responsible for the performance of its obligations under the Cash Management Agreement by any
sub-contractor or delegate.
Fees
Pursuant to the Cash Management Agreement, both before enforcement of the Notes and thereafter (subject
to certain exceptions), the Issuer will pay to the Cash Manager and the Operating Bank on each Payment Date a
cash management fee and an operating bank fee, respectively, as agreed between the Cash Manager or the
Operating Bank and the Issuer and will reimburse the Cash Manager for all costs and expenses properly incurred
by the Cash Manager in the performance of the Cash Management Services, all in priority to payments due on
the most senior class of Notes then outstanding.
Termination of Appointment of the Cash Manager
The appointment of ABN AMRO Bank N.V. (London Branch) as Cash Manager under the Cash
Management Agreement may be terminated by virtue of resignation by the Cash Manager or removal by the
Issuer or the Note Trustee. Any notice of termination or resignation must be copied to the Rating Agencies.
The Issuer or the Note Trustee may terminate such appointment upon not less than three months’ written notice
or immediately upon the occurrence of a termination event, including, inter alia, (i) a failure by the Cash
Manager to make when due a payment required to be made by the Cash Manager on behalf of the Issuer or (ii) a
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default in the performance of any of its other duties under the relevant cash management agreement which
continues unremedied for ten Business Days, or (iii) a petition is presented or an effective resolution passed for
its winding up or the appointment of an administrator, or similar official. On the termination of a cash manager
by the Issuer or the Note Trustee the Issuer or the Note Trustee may, subject to certain conditions, appoint a
successor cash manager.
The Cash Manager may resign as a cash manager upon not less than three months’ written notice of
resignation to the Issuer, as applicable, the Servicer, the Special Servicer, the Operating Bank and the Note
Trustee and the Rating Agencies; provided that a suitably qualified successor cash manager shall have been
appointed.
Termination of Appointment of the Operating Bank
The Cash Management Agreement requires the Operating Bank to be, at all times, a bank to which the
Rating Agencies have assigned the Required Rating. If the Operating Bank ceases to have any of the Required
Ratings, the relevant cash manager will give written notice of such event to, inter alios, the Issuer, the Servicer,
the Special Servicer, the Cash Manager, the Rating Agencies and the Note Trustee, and the relevant cash
manager will, within a reasonable time (in any event, not to exceed 30 days after the ratings downgrade) after
having obtained the prior written consent of the Issuer, the Servicer, the Special Servicer and the Note Trustee
and subject to establishing substantially similar arrangements to those contained in the Cash Management
Agreement procure the transfer of each Issuer Account as the case may be, and each other account held by the
Issuer with the Operating Bank, to another bank which has the Required Rating. If at the time when a transfer of
such account or accounts would otherwise have to be made, there is no other bank which has the Required
Rating or if no bank with the Required Rating agrees to such a transfer, the accounts need not be transferred
until such time as there is a bank which has the Required Rating or a bank with the Required Rating so agrees,
as the case may be, unless the Note Trustee directs otherwise in writing.
“Required Ratings” means a short-term unsecured, unguaranteed and unsubordinated debt rating of “A-
1+” by S&P, “P-1” by Moody’s and “F1” by Fitch or better and a long-term unsecured, unguaranteed and
unsubordinated debt rating of “A1” by Moody’s or better (each a “Required Rating”).
If, other than in the circumstances specified above, the Cash Manager wishes the bank or branch at which
any account of the Issuer is maintained to be changed, the Cash Manager shall obtain the prior written consent
of the Issuer and the Note Trustee and the transfer of such account shall be subject to the same directions and
arrangements as are provided for above.
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ESTIMATED AVERAGE LIVES OF THE NOTES AND ASSUMPTIONS
Yield
The yield to maturity on any class of Notes will depend upon the price paid by the Noteholders, the interest
rate thereof from time to time, the rate and timing of the distributions of interest and principal in reduction of the
Principal Amount Outstanding of such class and the rate, timing and severity of losses on the Libra Loan and the
extent to which such losses are allocable in reduction of the Principal Amount Outstanding, as applicable, of
such class, as well as prevailing interest rates at the time of payment or loss realisation.
The yield to maturity on the Class X Notes will be highly sensitive to the rate and timing of principal
payments (including by reason of a voluntary or involuntary prepayment, default or liquidation) on the Libra
Loan. Investors in the Class X Notes should fully consider the associated risks, including the risk that a faster
than anticipated rate of principal payments in respect of the Libra Loan could result in a lower than expected
yield on the Class X Notes, and an earlier liquidation of the Libra Loan could result in the failure of such
investors to fully recoup their initial investments.
The rate of distributions of principal in reduction of the Principal Amount Outstanding of any class of
Notes, the aggregate amount of distributions of principal in respect of any class of Notes and the yield to
maturity of any class of Notes will be directly related to the rate of payments of principal on the Libra Loan and
the amount and timing of Borrower defaults. In addition, distributions in reduction of Principal Amount
Outstanding of any class of Notes may result from a repurchase of the Libra Loan made by the Loan Arranger
due to breaches of representations and warranties with respect to the Libra Loan described herein under
“Certain Characteristics of the Libra Loan and the Properties—Loan Sale Agreement”.
The Principal Amount Outstanding of any class of Notes may be reduced without distributions thereon as a
result of the occurrence and allocation of NAI, reducing the maximum amount distributable in respect of such
Notes, if applicable, as well as the amount of interest that would have accrued on such Notes in the absence of
such reduction. In general, an NAI occurs when the aggregate principal balance of a Loan is reduced without an
equal distribution to applicable Noteholders in reduction of the Principal Amount Outstanding of the Notes.
NAI is likely to occur only in connection with a default on the Libra Loan and the liquidation of the related
Properties or a reduction in the principal balance of the Libra Loan in an insolvency of the Borrower.
Because the accrual of interest on the Class X Notes is based upon the Principal Amount Outstanding of the
Class A Notes, Class B Notes, Class C Notes, Class D Notes and the Class E Notes, the yield to maturity on the
Class X Notes will be extremely sensitive to the rate and timing of prepayments of principal (including both
voluntary and involuntary prepayments, delinquencies, defaults and liquidations) on the Libra Loan and any
repurchase (or participation) with respect to breaches of representations and warranties with respect to the Libra
Loan to the extent such payments of principal are allocated to each such class in reduction of the Principal
Amount Outstanding thereof. The rate at which voluntary prepayments occur on the Libra Loan will be affected
by a variety of factors, including, without limitation, the terms of the Libra Loan, the level of prevailing interest
rates, the availability of mortgage credit, the occurrence of casualties or natural disasters and economic,
demographic, tax, legal and other factors, and no representation is made as to the anticipated rate of
prepayments on the Libra Loan.
Noteholders are entitled to receive distributions of quarterly payments when due to the extent they are either
covered by a P&I Advance or actually received. However, any defaulted quarterly payment for which no such
P&I Advance is made will tend to extend the weighted average lives of the Notes, whether or not a permitted
extension of the maturity date of the Libra Loan has been effected.
The rate of payments (including voluntary and involuntary prepayments) on mortgage loans is influenced
by a variety of economic, geographic, social and other factors, including the level of mortgage interest rates and
the rate at which borrowers default on their mortgage loans. The terms of the Libra Loan (in particular, the term
of any prepayments, the extent to which Prepayment Charges are due with respect to any principal prepayment
and the right of the mortgagee to apply casualty and compulsory purchase proceeds to prepay the Libra Loan)
may affect the rate of principal payments on the Libra Loan, and consequently, the yield to maturity of the
Classes of Notes. See “Certain Characteristics of the Libra Loan and the Properties” herein.
In addition, disproportionate principal payments (whether resulting from differences in scheduled balloon
payments or full or partial prepayments) on the Libra Loan may affect the yield on the Notes. Balloon payments
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will have a greater effect on the principal payments on the Notes, and therefore on their yield, than would
principal payments on non-balloon mortgage loans.
Additionally, if the Advance Provider or the Backup Advance Provider, the Servicer or the Special Servicer
is reimbursed out of general collections on the Libra Loan for an Advance that it has determined is not
recoverable out of collections on the Libra Loan, then that drawing or advance (together with accrued interest
thereon) will be deemed, to the fullest extent possible, to be reimbursed first out of payments and other
collections of principal otherwise distributable on the Notes, prior to being deemed reimbursed out of payments
and other collections of interest otherwise distributable on the Notes.
The Libra Loan requires the payment of Prepayment Charges and/or Yield Maintenance Premia, which
could be a deterrent to prepayments. Although the payment of a Prepayment Charge would be required in
connection with a voluntary prepayment of the Libra Loan during certain periods of time, there can be no
assurance that the Borrower would refrain from prepaying the Libra Loan due to the existence of such
Prepayment Charges or that such Prepayment Charges would be held to be enforceable if challenged.
The timing of changes in the rate of prepayment on the Libra Loan may significantly affect the actual yield
to maturity experienced by an investor even if the average rate of principal payments experienced over time is
consistent with such investor’s expectation. In general, the earlier a prepayment of principal on the Libra Loan,
the greater the effect on such investor’s yield to maturity. As a result, the effect on such investor’s yield of
principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during the
period immediately following the issuance of the Notes would not be fully offset by a subsequent like reduction
(or increase) in the rate of principal payments.
The Libra Loan accrues interest at a floating rate.
The Issuer is not aware of any publicly available statistics that set forth principal prepayment experience or
prepayment forecasts of commercial mortgage loans over an extended period of time, either fixed-rate loans or
floating rate mortgage loans. The rate of principal prepayments with respect to floating rate mortgage loans has
fluctuated in recent years. As is the case with fixed-rate mortgage loans, floating rate mortgage loans may be
subject to a greater rate of principal prepayments in a declining interest rate environment. For example, if
prevailing interest rates fall significantly, floating rate mortgage loans could be subject to higher prepayment
rates than if prevailing interest rates remain constant because the availability of fixed-rate mortgage loans at
competitive interest rates may encourage mortgagors to re-finance their floating rate mortgage loans to “lock in”
lower fixed interest rate. No assurances can be given as to the rate of prepayments under the Libra Loan in
stable or changing interest rate environments.
The yield on any class of Notes could also be affected by trends in the level of LIBOR and the incurrence of
prepayments and defaults.
No representation is made as to the particular factors that will affect the rate of prepayment of the Libra
Loan, the relative importance of any such factors, the percentage of the principal balance of the Libra Loan that
will be paid as at any date or the overall rate of prepayments on the Libra Loan. An investor is urged to make an
investment decision with respect to any class of Notes based on the anticipated yield to maturity of such class of
Notes resulting from its purchase price and such investor’s own determination as to anticipated loan prepayment
rates under a variety of scenarios. The extent to which any class of Notes is purchased at a discount or a
premium and the degree to which the timing of payments on such class of Notes is sensitive to prepayments will
determine the extent to which the yield to maturity of such class of Notes may vary from the anticipated yield.
An investor should carefully consider the associated risks, including, in the case of any Notes purchased at a
discount, the risk that a slower than anticipated rate of principal payments on the Libra Loan could result in an
actual yield to such investor that is lower than the anticipated yield and, in the case of any Notes purchased at a
premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such
investor that is lower than the anticipated yield.
An investor should consider the risk that rapid rates of prepayments on the Libra Loan, and therefore of
amounts distributable in reduction of the principal balance of Notes, may coincide with periods of low
prevailing interest rates. During such periods, the effective interest rates on securities in which an investor may
choose to reinvest such amounts distributed to it may be lower than the applicable pass-through rate.
Conversely, slower rates of prepayments on the Libra Loan, and therefore, of amounts distributable in reduction
of principal balance of the Notes entitled to distributions of principal, may coincide with periods of high
prevailing interest rates. During such periods, the amount of principal distributions resulting from prepayments
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available to an investor in such Notes for reinvestment at such high prevailing interest rates may be relatively
small.
The effective yield to holders of Notes will be lower than the yield otherwise produced by the applicable
interest rate and applicable purchase prices because while interest will accrue during each Interest Accrual
Period, the distribution of such interest will not be made until the Payment Date immediately following such
Interest Accrual Period, and principal paid on any Payment Date will not bear interest during the period from the
end of such Interest Accrual Period to the Payment Date that follows.
Maturity Date
The “Maturity Date” for each class of Notes is the Payment Date occurring in January 2017, which is the
Payment Date that is seven years after the latest maturity date of the Libra Loan.
Because the Libra Loan may be prepaid prior to maturity, it is possible that the Principal Amount
Outstanding of each class of Notes will be reduced to zero significantly earlier than the Maturity Date.
However, delinquencies on the Libra Loan could result in final distributions in reduction of the Principal
Amount Outstanding of one or more Classes after the Maturity Date of their respective Notes.
Weighted Average Life of Notes
Weighted Average Life (as defined below) refers to the average amount of time that will elapse from the
date of issuance to the date of distribution or allocation to the investor of each sterling in reduction of principal
of their respective Notes. The weighted average lives of the Notes will be influenced by, among other things,
the rate at which principal of the Libra Loan is paid, which may occur as a result of voluntary or involuntary
prepayments or liquidations.
The Weighted Average Lives of the Notes may also be affected to the extent that additional distributions in
reduction of the Principal Amount Outstanding of such Notes occur as a result of the repurchase or purchase of
the Libra Loan from the Issuer as described under “Certain Characteristics of the Libra Loan and the
Properties—Sale Agreements” or Conditions 6(c) (Mandatory Redemption for Tax Reasons) and 6(d)
(Mandatory Redemption upon Exercise of Call Option) under the “Terms and Conditions of the Notes” herein.
Such a repurchase or purchase from the Issuer will have the same effect on distributions to the holders of Notes
as if the Libra Loan had prepaid in full, except that no Prepayment Charges are made in respect thereof. The
tables of “Percentage of the Initial Principal Amount Outstanding for each Designated Scenario” set forth
below indicate the weighted average life of each class of Notes (other than the Class X Notes and the Class V
Notes) and set forth the percentage of the initial Principal Amount Outstanding of such Notes that would be
outstanding after each of the dates shown. The Modelling Assumptions made in preparing the previous and
following tables are expected to vary, and may vary significantly, from the actual performance of the Libra
Loan. It is highly unlikely that principal of the Libra Loan will be repaid consistent with the assumptions
underlying any one of the Scenarios. Investors are urged to conduct their own analysis concerning the
likelihood that the Libra Loan may pay or prepay on any particular date.
It is highly unlikely that principal of the Libra Loan will be repaid in a manner consistent with the
assumptions underlying any of the Scenarios. The Libra Loan will not have all of the characteristics assumed
for purposes of the Scenarios. Yield will be affected by prepayment rates and may differ significantly from the
Modelling Assumptions. There can be no assurance that the pre-tax yields on the Notes will correspond to any
of the pre-tax yields or discounted margins, as applicable, shown herein or that the aggregate purchase prices of
the Notes will be as assumed. Investors must make their own decisions as to the appropriate prepayment
assumptions to be used in deciding whether to purchase the Notes.
For purposes of preparing the tables, it was assumed that (i) the initial Principal Amount Outstanding of,
and the interest rates for, each class of Notes are as set forth herein, (ii) the scheduled quarterly payments for the
Libra Loan are based on stated quarterly interest payments, without modification over the life of the Libra Loan,
(iii) all scheduled quarterly payments (including payments due on the maturity date of the Libra Loan) are
assumed to be timely received on the Due Date of each quarter commencing in July 2007, (iv) there are no
delinquencies, losses or defaults in respect of the Libra Loan, there are no extensions of maturity in respect of
the Libra Loan (except as indicated in the Scenarios set out below) and there are no casualties or compulsory
purchases affecting the Properties, (v) no prepayments are made on the Libra Loan (except as indicated in the
Scenarios set out below), (vi) the Libra Loan accrues interest under the method as specified herein, (vii) the
Servicer or the Special Servicer does not exercise its right of optional termination described herein and in
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Condition 6(d) (Mandatory Redemption Upon Exercise of Call Option) of the “Terms and Conditions of the
Notes”, (viii) the Libra Loan is not required to be repurchased by the Loan Arranger, (ix) there are no additional
unanticipated administrative expenses, no P&I Advances or other Servicing Advances are made, (x) principal
and interest payments on the Notes are made on the 20 th day of each January, April, July and October, regardless
of whether such day is a Business Day, commencing in July 2007, (xi) the prepayment provisions for the Libra
Loan are as set forth in this Offering Circular, assuming the term for the prepayment provisions begin on the
Libra Loan’s first Due Date, as applicable, (xii) the Closing Date is 24 May 2007, (xiii) no Note Enforcement
Notice has been served by the Note Trustee, (xiv) the Servicing Fee is equal to 0.0090 per cent. per annum of
the outstanding principal balance of the Libra Loan including any Subordinate Debt, quarterly senior expenses
are £29,250 (assumptions (i) through (xiv) above are collectively referred to as the “Modelling Assumptions”).
The “Weighted Average Life” of a Note is determined by (i) multiplying the amount of each reduction of
the Principal Amount Outstanding of such Note by the number of years from the assumed settlement date to the
related Payment Date, (ii) adding the results and (iii) dividing the sum by the original Principal Amount
Outstanding of such Note. The average lives of the Notes were calculated on the basis of a 360 day year
consisting of twelve 30-day months.
In the case of Scenario 1 below (“Scenario 1”), it is assumed that the Libra Loan is paid in full on the Loan
Maturity Date assuming that the Borrower does not exercise the one-year Loan extension option. In the case of
Scenario 2 below (“Scenario 2”), it is assumed that the Libra Loan is prepaid in full on its first Due Date on
which prepayments can be made without any Yield Maintenance Premium. In the case of Scenario 3 below
(“Scenario 3”), it is assumed that the Libra Loan is prepaid in full on the first Due Date on which prepayments
can be made without any Prepayment Charges, assuming that the Borrower does not exercise the one-year Loan
extension option. In the case of Scenario 4 below (“Scenario 4”), it is assumed that the Libra Loan is paid in
full on the Loan Maturity Date assuming that the Borrower has exercised the one-year Loan extension option.
Scenarios 1, 2, 3 and 4 are collectively referred to herein as the “Scenarios”.
Percentage of the Initial Principal Amount Outstanding
for each Designated Scenario
Class A
Payment Date Scenario 1 Scenario 2 Scenario 3 Scenario 4
Initial 100 100 100 100
April 2008 100 0 100 100
April 2009 0 0 0 100
April 2010 and thereafter 0 0 0 0
Average Life (years) 1.7 0.9 1.7 2.7
Class B
Payment Date Scenario 1 Scenario 2 Scenario 3 Scenario 4
Initial 100 100 100 100
April 2008 100 0 100 100
April 2009 0 0 0 100
April 2010 and thereafter 0 0 0 0
Average Life (years) 1.7 0.9 1.7 2.7
Class C
Payment Date Scenario 1 Scenario 2 Scenario 3 Scenario 4
Initial 100 100 100 100
April 2008 100 0 100 100
April 2009 0 0 0 100
April 2010 and thereafter 0 0 0 0
Average Life (years) 1.7 0.9 1.7 2.7
144

Class D
Payment Date Scenario 1 Scenario 2 Scenario 3 Scenario 4
Initial 100 100 100 100
April 2008 100 0 100 100
April 2009 0 0 0 100
April 2010 and thereafter 0 0 0 0
Average Life (years) 1.7 0.9 1.7 2.7
Class E
Payment Date Scenario 1 Scenario 2 Scenario 3 Scenario 4
Initial 100 100 100 100
April 2008 100 0 100 100
April 2009 0 0 0 100
April 2010 and thereafter 0 0 0 0
Average Life (years) 1.7 0.9 1.7 2.7
145

THE ISSUER
The Issuer, Titan Europe 2007-1 (NHP) Limited, was incorporated in Ireland on 28 March 2007
(registration number 437005) as a private company limited by shares under the Companies Acts 1963 to 2006 of
Ireland as a special purpose vehicle for the purpose of issuing the Notes. The registered office of the Issuer is
located at First Floor, 7 Exchange Place, International Financial Services Centre, Dublin 1, Ireland (telephone
number: +353 1 612 5555). The Issuer has no subsidiaries.
Principal Activities
The principal objects of the Issuer are set out in clause 3 of its memorandum of association and are, inter
alia, to purchase, take transfer of, invest in and acquire loans and any security given or provided by any person
in connection with such loans, to hold and manage and deal with, sell or alienate such loans and related security,
to borrow, raise and secure the payment of money by the creation and issue of bonds, debentures, notes or other
securities and to charge or grant security over the Issuer’s property or assets to secure its obligations.
Since the date of its incorporation, the Issuer has not commenced operations and no accounts have been
made up as at the date of this Offering Circular. The only activities in which the Issuer has engaged are those
incidental to its incorporation and registration as a private limited company under the Companies Acts 1963 to
2005 of Ireland, the authorisation of the issue of the Notes, the matters referred to or contemplated in this
Offering Circular and the authorisation, execution, delivery and performance of the other documents referred to
in this document to which it is a party and matters which are incidental or ancillary to the foregoing.
The Issuer will covenant to observe certain restrictions on its activities which are detailed in Condition 4
(Covenants), the Deed of Charge and Assignment and the Note Trust Deed. In addition, the Issuer will covenant
in the Note Trust Deed to provide written confirmation to the Note Trustee, on an annual basis, that no Note
Event of Default (or other matter which is required to be brought to the Note Trustee’s attention) has occurred in
respect of the Notes.
Directors and Secretary
The directors of the Issuer and their respective business addresses and other principal activities are:
Name
Roger McGreal
Alan Geraghty
Ruth Louise Samson
Principal Activities
Director
Accountant
Solicitor
The business address for each of the foregoing directors is First Floor, 7 Exchange Place, International
Financial Services Centre, Dublin 1, Ireland. The company secretary of the Issuer is Wilmington Trust SP
Services (Dublin) Limited, whose principal address is First Floor, 7 Exchange Place, International Financial
Services Centre, Dublin 1, Ireland.
The Corporate Services Provider will, under the terms of a corporate services agreement (the “Corporate
Services Agreement”) to be entered into on or about the Closing Date between, inter alios, the Issuer and the
Corporate Services Provider, provide certain corporate services to the Issuer and provide related corporate
administrative and company secretarial services. The Corporate Services Agreement may be terminated by
either the Issuer or the Corporate Services Provider upon 30 days’ written notice (with a copy to the Rating
Agencies). Such termination shall not take effect until a replacement corporate services provider has been
appointed.
Capitalisation and Indebtedness Statement
The capitalisation and indebtedness of the Issuer as at the date of this Offering Circular, adjusted to take
account of the issue of the Notes, is as follows:
Share Capital €
Authorised:
€100 divided into 100 ordinary shares of €1 each
Issued:
2 ordinary shares fully paid up to €1 each 2
Total 2
146

Loan Capital £
Class A Commercial Mortgage Backed Floating Rate Notes due 2017 435,850,000
Class X Commercial Mortgage Backed Floating Rate Notes due 2017 50,000
Class B Commercial Mortgage Backed Floating Rate Notes due 2017 42,150,000
Class C Commercial Mortgage Backed Floating Rate Notes due 2017 42,000,000
Class D Commercial Mortgage Backed Floating Rate Notes due 2017 58,000,000
Class E Commercial Mortgage Backed Floating Rate Notes due 2017 60,000,000
Class V Commercial Mortgage Backed Floating Rate Notes due 2017 50,000
Total 638,100,000
Save as described above, as at the date hereof, the Issuer has no loan capital, borrowings, indebtedness or
contingent liabilities nor has the Issuer created any mortgages or charges or given any guarantees.
Since the date of incorporation of the Issuer, the Issuer has not traded, no profits or losses have been made
or incurred and no dividends have been paid.
The authorised share capital of the Issuer is €100, divided into 100 ordinary shares of €1 each. The issued
share capital of the Issuer is €2, consisting of 2 ordinary shares, which are each fully paid up to €1, all of which
are held by Titan Series Holdings Limited and its nominees. Titan Series Holdings Limited was incorporated in
Ireland on 6 September 2004 (registered number 390626) and has its registered office at First Floor, 7 Exchange
Place, IFSC, Dublin 1, Ireland.
The entire issued share capital of Titan Series Holdings Limited (being two ordinary shares of €1 each, each
of which is fully paid up) is held by Wilmington Trust SP Services (London) Limited (and its nominee) as
trustee pursuant to the terms of a charitable trust established pursuant to a declaration of trust (the “Share
Declaration of Trust”) dated 10 November 2004.
Accountants’ Report
The following is the text of a report, extracted without material adjustment, received by the directors of the
Issuer from PricewaterhouseCoopers, who have been appointed as auditors and reporting accountants to the
Issuer. PricewaterhouseCoopers are chartered accountants and registered auditors. The balance sheet contained
in the report does not comprise the Issuer’s statutory accounts. No statutory accounts have been prepared or
delivered to the Registrar of Companies in Ireland since the Issuer’s incorporation. The Issuer’s accounting
reference date will be 31 December, and the first statutory accounts are expected to be drawn up to 31
December 2007.
147

“23 May 2007
The Directors
Titan Europe 2007-1 (NHP) Limited
First Floor, 7 Exchange Place
International Financial Services Centre
Dublin 1
Ireland
Issue of £435,850,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 and
£50,000 Class X Commercial Mortgage Backed Floating Rate Notes due 2017 and
£42,150,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 and
£42,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 and
£58,000,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 and
£60,000,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 and
£50,000 Class V Commercial Mortgage Backed Floating Rate Notes due 2017
Dear Sirs
Titan Europe 2007-1 (NHP) Limited (the “Company”)
We report on the financial information set out in paragraphs 1 to 2.2 below. This financial information has
been prepared for inclusion in the Offering Circular dated 23 May 2007. The financial information set out in
this report is based on the non-statutory accounts of the Company for the period from incorporation on 28
March 2007 to 22 May 2007 to which no adjustments were considered necessary.
Responsibility
Such financial statements are the responsibility of the Directors of the Company. The Directors of the
Company are responsible for the contents of the Offering Circular dated 23 May 2007 in which this report is
included. It is our responsibility to compile the financial information set out in our report from the unaudited
non-statutory financial statements, to form an opinion on the financial information and to report our opinion to
you.
Basis of Opinion
We conducted our work in accordance with the Statements of Investment Circular Reporting Standards
issued by the Auditing Practices Board. Our work included an assessment of evidence relevant to the amounts
and disclosures in the financial information. It also included an assessment of significant estimates and
judgements made by those responsible for the preparation of the financial statements underlying the financial
information and whether the accounting policies are appropriate to the entity’s circumstances, consistently
applied and adequately disclosed.
We planned and performed our work so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial information is free from material misstatement whether caused by fraud or other irregularity or error.
Opinion
In our opinion the financial information gives, for the purposes of the Offering Circular dated 23 May 2007
a true and fair view of the state of affairs of the Company as at 22 May 2007.
Financial Information
1. Balance Sheet at 22 May 2007 *
Current Assets
Euro
Cash 2
Capital and reserves
Share capital 2
Profit and loss reserve —
Shareholders’ funds — equity 2
* See notes in paragraph 2 below.
148

2. Notes to the financial information
2.1 The Company was incorporated on 28 March 2007. The Company has not yet commenced business,
no audited statutory financial statements have been made up and no dividends have been declared or paid since
the date of incorporation.
2.2 The unaudited non-statutory accounts are prepared by the directors in accordance with the accounting
standards issued by the Accounting Standards Board and published by the Institute of Chartered Accountants in
Ireland (Generally Accepted Accounting Practice in Ireland) for inclusion in the Offering Circular dated 23 May
2007.
On incorporation the authorised share capital of the Company amounted to €100, divided into 100 ordinary
shares of €1 each. 2 ordinary shares of the Issuer have been issued and are each paid up to €1, and all of which
are held by Titan Series Holdings Limited and its nominees.
Yours faithfully,
PricewaterhouseCoopers”
149

DESCRIPTION OF THE NOTES
General
Each class of Notes will be represented by one or more Regulation S Global Notes and one or more Rule
144A Global Notes in fully registered form without coupons attached (all such Global Notes being herein
referred to as, the “Global Notes”, each, a “Global Note”). Each Global Note will be serially numbered with an
identifying number which will be recorded in the Register which the Issuer shall procure will be kept by the
Registrar at its specified office. The Global Notes will be deposited with ABN AMRO Bank N.V. (London
Branch) as common depository (the “Common Depository”) for the account of Euroclear and Clearstream,
Luxembourg, and will be registered in the name of the Common Depository (or its nominee).
Upon confirmation by the Common Depository that it has custody of the Regulation S Global Notes and the
Rule 144A Global Notes, Euroclear or Clearstream, Luxembourg, as the case may be, will record Book-Entry
Interests representing beneficial interests in the Regulation S Global Notes and the Rule 144A Global Notes
relating thereto.
Book-Entry Interests in respect of Global Notes will be recorded in original denominations of £50,000 and
integral multiples of £1,000 in excess thereof with the exception of the Class E Notes, which will be recorded in
denominations of £50,000 and integral multiples of £1 in excess thereof). Ownership of Book-Entry Interests in
respect of Global Notes will be limited to persons that have accounts with Euroclear or Clearstream,
Luxembourg (“participants”) or persons that hold interests in the Book-Entry Interests through participants
(“indirect participants”), including, as applicable, banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with Euroclear or Clearstream, Luxembourg either directly or
indirectly. Indirect participants shall also include persons that hold beneficial interests through such indirect
participants. Book-Entry Interests will not be held in definitive form. Instead, Euroclear and Clearstream,
Luxembourg, as applicable, will credit the participants’ accounts with the respective Book-Entry Interests
beneficially owned by such participants on each of their respective book-entry registration and transfer systems.
The accounts to be credited shall be designated by the Common Depository. Ownership of Book-Entry Interests
will be shown on, and transfers of Book-Entry Interests or the interests therein will be effected only through,
records maintained by Euroclear or Clearstream, Luxembourg (with respect to the interests of indirect
participants) and on the records of participants or indirect participants (with respect to the interests of their
participants). The laws of some jurisdictions or other applicable rules may require that certain purchasers of
securities take physical delivery of such securities in definitive form. The foregoing limitations may therefore
impair the ability of persons within such jurisdiction or otherwise subject to the laws thereof to own, transfer or
pledge Book-Entry Interests.
Except as set forth below under “—Issuance of Definitive Notes”, participants or indirect participants will
not be entitled to have Notes registered in their names, will not receive or be entitled to receive physical delivery
of Notes in definitive registered form and will not be considered the holders thereof under the Note Trust Deed.
Accordingly, each person holding a Book-Entry Interest must rely on the rules and procedures of the Common
Depository and Euroclear or Clearstream, Luxembourg, as the case may be, and indirect participants must rely
on the procedures of the participant or indirect participants through which such person owns its interest in the
relevant Book-Entry Interests to exercise any rights and obligations of a holder of Notes under the Note Trust
Deed.
Unlike legal owners or holders of the Notes, holders of the Book-Entry Interests will not have the right
under the Note Trust Deed to act upon solicitations by the Issuer of consents or requests by the Issuer for
waivers or other actions from Noteholders. Instead a holder of Book-Entry Interests will be permitted to act
only to the extent it has received appropriate proxies to do so from Euroclear or Clearstream, Luxembourg (as
the case may be) and, if applicable, their participants. There can be no assurance that procedures implemented
for the granting of such proxies will be sufficient to enable holders of Book-Entry Interests to vote on any
requested actions on a timely basis. Similarly, upon the occurrence of a Note Event of Default under the Notes,
holders of Book-Entry Interests will be restricted to acting through Euroclear, Clearstream, Luxembourg and the
Common Depository unless and until Definitive Notes are issued in accordance with the Terms and Conditions.
There can be no assurance that the procedures to be implemented by Euroclear, Clearstream, Luxembourg and
the Common Depository under such circumstances will be adequate to ensure the timely exercise of remedies
under the Note Trust Deed.
Purchasers of Book-Entry Interests in a Global Note pursuant to Rule 144A will hold Book-Entry Interests
in the Rule 144A Global Note relating thereto. Investors may hold their Book-Entry Interests in respect of a
150

Rule 144A Global Note directly through Euroclear and Clearstream, Luxembourg or indirectly through
organisations which are account holders in such systems. All Book-Entry Interests in the Rule 144A Global
Notes held by the Common Depository will be subject to the procedures and requirements of Euroclear and
Clearstream, Luxembourg.
Purchasers of Book-Entry Interests in a Global Note pursuant to Regulation S will hold Book-Entry
Interests in the Regulation S Global Note relating thereto. Investors may hold their Book-Entry Interests in
respect of a Regulation S Global Note directly through Euroclear or Clearstream, Luxembourg (in accordance
with the provisions set forth under “—Transfer and Transfer Restrictions” below), if they are account holders in
such systems, or indirectly through organisations which are account holders in such systems. After the
expiration of the Note Distribution Compliance Period but not earlier, Euroclear and Clearstream, Luxembourg
will hold Book-Entry Interests in each Regulation S Global Note on behalf of their account holders through
securities accounts in the respective account holders’ names on Euroclear’s and Clearstream, Luxembourg’s
respective book-entry registration and transfer systems.
Although Euroclear and Clearstream, Luxembourg have agreed to certain procedures to facilitate transfer of
Book-Entry Interests among account holders of Euroclear and Clearstream, Luxembourg, they are under no
obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any
time. None of the Issuer, the Note Trustee, the Common Depository or any of their respective agents will have
any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants
or account holders of their respective obligations under the rules and procedures governing their operations.
Payments on Global Notes
Payment of principal and interest on the Global Notes will be made to the registered holder thereof upon
presentation or surrender of the Global Note at the specified office of the Paying Agent. All such amounts will,
subject as provided below, be payable by a Paying Agent, in sterling. All such payments will be distributed
without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever
nature except as may be required by law. If any such deduction or withholding is required to be made, then
neither the Issuer nor any other person will be obliged to pay additional amounts in respect thereof.
In accordance with the rules and procedures for the time being of Euroclear or, as the case may be,
Clearstream, Luxembourg, after receipt of any payment from the Paying Agent, the respective systems will
promptly credit their participants’ accounts with payments in amounts proportionate to their respective
ownership of Book-Entry Interests as shown in the records of Euroclear or of Clearstream, Luxembourg. None
of the Issuer, the Note Trustee or any other agent of the Issuer or the Note Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made on account of a participant’s ownership of
Book-Entry Interests or for maintaining, supervising or reviewing any records relating to a participant’s
ownership of Book-Entry Interests.
A record of each payment made on a Global Note, distinguishing between any payment of principal and/or
payment of interest, will be recorded in the Register in respect of such Global Note by the Registrar and such
record shall be prima facie evidence that the payment in question has been made.
Euroclear and Clearstream, Luxembourg
Euroclear and Clearstream, Luxembourg have informed the Issuer as follows:
Euroclear and Clearstream, Luxembourg each hold securities for the accountholders and facilitate the
clearance and settlement of securities transactions by electronic book-entry transfer between their respective
accountholders, thereby eliminating the need for physical movements of certificates and any risk from lack of
simultaneous transfers of securities.
Euroclear and Clearstream, Luxembourg each provide various services including safekeeping,
administration, clearance and settlement of internationally traded securities and securities lending and
borrowing. Euroclear and Clearstream, Luxembourg each also deal with domestic securities markets in several
countries through established depository and custodial relationships. The respective systems of Euroclear and of
Clearstream, Luxembourg have established an electronic bridge between their two systems across which their
respective accountholders may settle trades with each other.
151

Accountholders in both Euroclear and Clearstream, Luxembourg are worldwide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.
Indirect access to both Euroclear and Clearstream, Luxembourg is available to other institutions that clear
through or maintain a custodial relationship with an accountholder of either system.
An accountholder’s overall contractual relations with either Euroclear or Clearstream, Luxembourg are
governed by the respective rules and operating procedures of Euroclear or Clearstream, Luxembourg and any
applicable laws. Both Euroclear and Clearstream, Luxembourg act under such rules and operating procedures
only on behalf of their respective accountholders, and have no record of or relationship with persons holding
through their respective accountholders.
The Issuer understands that under existing industry practices, if either the Issuer or Note Trustee requests
any action of owners of Book-Entry Interests or if an owner of a Book-Entry Interest desires to give instructions
or take any action that a holder is entitled to give or take under the Note Trust Deed, Euroclear and Clearstream,
Luxembourg, as the case may be, would authorise the participants owning the relevant Book-Entry Interests to
give instructions or to take such action, and such participants would authorise indirect participants to give
instructions or take such action or would otherwise act upon the instructions of such indirect participants.
Transfer and Transfer Restrictions
All transfers of Book-Entry Interests will be recorded in accordance with the book-entry systems
maintained by Euroclear or Clearstream, Luxembourg, as applicable, pursuant to customary procedures
established by each respective system and its participants. See “—General” above.
Each Rule 144A Global Note will bear a legend substantially identical to that appearing in paragraph (c)
under “Transfer Restrictions”, and no Rule 144A Global Note nor any Book-Entry Interest in such Rule 144A
Global Note may be transferred except in compliance with the transfer restrictions set forth in such legend. A
Book-Entry Interest in a Rule 144A Global Note of one class may be transferred to a person who takes delivery
in the form of a Book-Entry Interest in the Regulation S Global Note of the same class, whether before or after
the expiration of the Note Distribution Compliance Period, only upon receipt by the Common Depository of a
written certification from the transferor to the effect that such transfer is being made in accordance with
Regulation S or Rule 144 under the Securities Act (if available), and in each case in accordance with applicable
securities laws of the United States or any other jurisdiction and that, if such transfer occurs prior to the
expiration of the Note Distribution Compliance Period, the interest transferred will be held immediately
thereafter through Euroclear or Clearstream, Luxembourg.
Each Regulation S Global Note will bear a legend substantially identical to that appearing in paragraph (e)
under “Transfer Restrictions”. Until and including the 40 th day after the later of the commencement of the
offering of the Notes and the closing date for the offering of the Notes (the “Note Distribution Compliance
Period”), Book-Entry Interests in a Regulation S Global Note may be held only through Euroclear or
Clearstream, Luxembourg, unless transfer and delivery is made through a Rule 144A Global Note of the same
class. Prior to the expiration of the Note Distribution Compliance Period, a Book-Entry Interest in a Regulation
S Global Note of one class may be transferred to a person who takes delivery in the form of a Book-Entry
Interest in a Rule 144A Global Note of the same class only upon receipt by the Common Depository of written
certification from the transferor to the effect that such transfer is being made to a person whom the transferor
reasonably believes is purchasing for its own account or for an account or accounts as to which it exercises sole
investment discretion and that such person and such account or accounts is a qualified institutional buyer within
the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in
accordance with any applicable securities laws of any state of the United States or any other jurisdiction.
Any Book-Entry Interest in a Regulation S Global Note of one class that is transferred to a person who
takes delivery in the form of a Book-Entry Interest in a Rule 144A Global Note of the same class will, upon
transfer, cease to be represented by a Book-Entry Interest in such Regulation S Global Note and will become
represented by a Book-Entry Interest in such Rule 144A Global Note and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to Book-Entry Interests in a Rule 144A Global Note
for as long as it remains such a Book-Entry Interest. Any Book-Entry Interest in a Rule 144A Global Note of
one class that is transferred to a person who takes delivery in the form of a Book-Entry Interest in the
Regulation S Global Note of the same class will, upon transfer, cease to be represented by a Book-Entry Interest
in such Rule 144A Global Note and will become represented by a Book-Entry Interest in such Regulation S
Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures
152

applicable to Book-Entry Interests in a Regulation S Global Note as long as it remains such a Book-Entry
Interest.
In order to comply with rules of the United States Department of Labor under the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), the Notes may not be transferred to any retirement plan
or other employee benefit plan or arrangement that is subject to ERISA or Section 4975 of the U.S. Internal
Revenue Code, except under the conditions described herein under “U.S. ERISA Considerations”. Each owner
of a beneficial interest in the Notes will be deemed (and, in certain cases, required) to represent that it complies
with such transfer restrictions and any transfer in violation of such restrictions will be void ab initio. See
“Transfer Restrictions” and “U.S. ERISA Considerations” herein.
Issuance of Definitive Notes
Holders of Book-Entry Interests in a Global Note will be entitled to receive Definitive Notes representing
Notes of the relevant class in registered form in exchange for their respective holdings of Book-Entry Interests
only on the later of the termination of the Note Distribution Compliance Period as defined in Regulation S and
30 days after the occurrence of any of the following:
(a) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14
days (other than by reason of holiday, statutory or otherwise) or announce an intention permanently to
cease business and do so cease to do business and no alternative clearing system satisfactory to the
Note Trustee is available; or
(b) the owner of a Book-Entry Interest requests such exchange in writing delivered through either
Euroclear or Clearstream, Luxembourg to the Issuer, following a Note Event of Default; or
(c) as a result of any amendment to, or change in, the laws or regulations of Ireland, the United Kingdom
or any other jurisdiction (or of any political sub-division thereof or of any authority therein or thereof
having power to tax) or in the interpretation or administration of such laws or regulations which
becomes effective on or after the Closing Date, the Issuer or any Paying Agent is or will be required to
make any deduction or withholding from any payment in respect of the Notes which would not be
required were the Notes in definitive registered form and a certificate to such effect signed by two
directors of the Issuer is delivered to the Note Trustee.
Any Definitive Notes issued in exchange for Book-Entry Interests in a Global Note will be registered by the
Registrar in such name or names as the Common Depository shall instruct the Registrar based on the
instructions of Euroclear or Clearstream, Luxembourg. It is expected that such instructions will be based upon
directions received by Euroclear or Clearstream, Luxembourg from their participants with respect to ownership
of the relevant Book-Entry Interests. In no event will Definitive Notes be issued in bearer form.
HOLDERS SHOULD BE AWARE THAT, UNDER CURRENT IRISH TAX LAW, FOLLOWING THE
ISSUANCE TO A HOLDER OF REGISTERED DEFINITIVE NOTES, PAYMENT OF INTEREST MAY BE
SUBJECT TO WITHHOLDING TAX IN IRELAND (CURRENTLY AT THE RATE OF 20 PER CENT. IN
IRELAND), SUBJECT TO THE TERMS OF ANY APPLICABLE DOUBLE TAX TREATY (OR OTHER
AVAILABLE RELIEFS). SEE FURTHER “IRELAND TAXATION”. IN SUCH CIRCUMSTANCES
NEITHER THE ISSUER NOR ANY OTHER PERSON WILL BE OBLIGED TO PAY ADDITIONAL
AMOUNTS WITH RESPECT TO ANY DEFINITIVE NOTE (OR GLOBAL NOTE).
153

TERMS AND CONDITIONS OF THE NOTES
The following are the terms and conditions of the Notes in the form (subject to amendment) in which they
will be set out in the Note Trust Deed.
The £435,850,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class A
Notes”), £50,000 Class X Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class X Notes”),
the £42,150,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class B Notes”),
the £42,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class C Notes”),
the £58,000,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class D Notes”),
the £60,000,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class E Notes”)
and the £50,000 Class V Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class V Notes”
and, together with the Class A Notes, the Class X Notes, the Class B Notes, the Class C Notes, the Class D
Notes and the Class E Notes, the “Notes” (as more fully defined below)) of Titan Europe 2007-1 (NHP)
Limited (the “Issuer”) are constituted by a note trust deed dated on or about 24 May 2007 (the “Closing Date”)
(the “Note Trust Deed”, which expression includes such note trust deed as from time to time modified in
accordance with the provisions therein contained and any deed or other document expressed to be supplemental
thereto as from time to time so modified) and made between the Issuer and ABN AMRO Trustees Limited (the
“Note Trustee”, which expression includes its successors or any further or other trustee under the Note Trust
Deed) as trustee for the Noteholders (as defined below).
The respective holders for the time being of the Class A Notes, the Class X Notes, the Class B Notes, the
Class C Notes, the Class D Notes, the Class E Notes, and the Class V Notes (each, a “Noteholder” and
collectively, the “Noteholders”) are referred to, from time to time, in these terms and conditions (the
“Conditions” and any reference to a “Condition” shall be construed accordingly), as the “Class A
Noteholders”, the “Class X Noteholders”, the “Class B Noteholders”, the “Class C Noteholders” , the “Class
D Noteholders” , the “Class E Noteholders”, and the “Class V Noteholders”, respectively.
Any reference to a “class” of Notes or Noteholders shall be a reference to any of the Class A Notes, the
Class X Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class V Notes
or their respective holders, as the case may be.
The security for the Notes is created pursuant to, and on terms set out in: (a) a deed of charge and
assignment and any document expressed to be supplemental thereto as from time to time so modified between,
inter alios, the Issuer and the Note Trustee dated on or about the Closing Date and governed by English law or,
to the extent applicable, Scots law, Northern Irish law or Jersey law (the “Deed of Charge and Assignment”,
which expression includes such deed of charge and assignment as from time to time modified, supplemented or
amended in accordance with the provisions therein contained), pursuant to which, among other things, the Issuer
will grant security over its interest in the Libra Loan. By an agency agreement dated on or about the Closing
Date (the “Agency Agreement”, which expression includes such agency agreement as from time to time
modified in accordance with the provisions therein contained and any agreement, deed or other document
expressed to be supplemental thereto as from time to time so modified) and made between, inter alios, the
Issuer, the Note Trustee, ABN AMRO Bank N.V. (London Branch), in its separate capacities under the same
agreement as principal paying agent (the “Principal Paying Agent”, which expression includes any other
principal paying agent appointed in respect of the Notes) and agent bank (the “Agent Bank”, which expression
includes any other agent bank appointed in respect of the Notes) (the Principal Paying Agent being, together
with the Irish Paying Agent and any further or other paying agents for the time being appointed in respect of the
Notes, the “Paying Agents”, and together with the Agent Bank, the “Agents”) and NCB Stockbrokers Limited
in its capacity as Irish paying agent (the “Irish Paying Agent”, which expression includes any other Irish
paying agent appointed in respect of the Notes), pursuant to which provision is made for, inter alia, the payment
of principal and interest in respect of the Notes.
The provisions of these terms and conditions (the “Conditions” and any reference to a “Condition” shall
be construed accordingly) include summaries of, and are subject to, the detailed provisions of the Note Trust
Deed, the Agency Agreement, the Deed of Charge and Assignment, the Cash Management Agreement, the
Corporate Services Agreement, the Servicing Agreement, the Loan Sale Agreement, the Senior Intercreditor
Deed (the “Transaction Documents”) and a master definitions schedule to the Servicing Agreement dated on
or about the Closing Date (the “Master Definitions Schedule”, which expression includes such master
definitions schedule as from time to time modified in accordance with the provisions therein contained and any
agreement, deed or other document expressed to be supplemental thereto as from time to time so modified).
Copies of the Transaction Documents are available for inspection by the Noteholders at the registered office for
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the time being of the Note Trustee, being at the date hereof at 82 Bishopsgate, London EC2N 4BN, United
Kingdom and at the specified office of each of the Paying Agents. The Noteholders are entitled to the benefit
of, are bound by, and are deemed to have notice of, all the provisions of and definitions contained in the
Transaction Documents.
The issue of the Notes was authorised by resolution of the board of directors of the Issuer passed on 21 May
2007. Capitalised terms used and not otherwise defined in these Conditions shall bear the meaning given to
them in the Master Definitions Schedule.
1. Global Notes
(a) Rule 144A Global Notes
The Class A Notes, the Class X Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes and the Class V Notes initially offered and sold in the United States of America (the
“United States”) to qualified institutional buyers (as defined in Rule 144A (“Rule 144A”) under the
United States Securities Act of 1933, as amended, (the “Securities Act”)) in reliance on Rule 144A
will initially be represented by one or more permanent global notes in fully registered form for each
class of Note (the “Class A Rule 144A Global Notes”, the “Class X Rule 144A Global Notes”, the
“Class B Rule 144A Global Notes”, the “Class C Rule 144A Global Notes”, the “Class D Rule
144A Global Notes”, the “Class E Rule 144A Global Notes” and the “Class V Rule 144A Global
Notes”, respectively, and together, the “Rule 144A Global Notes”). The Rule 144A Global Notes will
be deposited with ABN AMRO GSTS Nominees Limited, as nominee for ABN AMRO Bank N.V.
(London Branch) (the “Common Depository”) for the account of Euroclear Bank N.A./S.V.
(“Euroclear”, which term shall include any successor operator of the Euroclear System) and
Clearstream Banking, société anonyme (“Clearstream, Luxembourg”, which term shall include any
successor thereto) and will be registered in the name of the Common Depository (or its nominee).
(b) Regulation S Global Notes
The Class A Notes, the Class X Notes, the Class B Notes, the Class C Notes, the Class D Notes, the
Class E Notes and the Class V Notes initially offered and sold outside the United States to non-U.S.
persons in reliance on Regulation S (“Regulation S”) under the Securities Act will initially be
represented by one or more permanent global notes in fully registered form for each class of Note (the
“Class A Regulation S Global Notes”, the “Class X Regulation S Global Notes”, the “Class B
Regulation S Global Notes”, the “Class C Regulation S Global Notes”, the “Class D Regulation S
Global Notes”, the “Class E Regulation S Global Notes”, and the “Class V Regulation S Global
Notes”, respectively, and together, the “Regulation S Global Notes” and, together with the Rule 144A
Global Notes, the “Global Notes”). The Regulation S Global Notes will each be deposited with the
Common Depository (or its nominee) for the account of Euroclear and Clearstream, Luxembourg and
will be registered in the name of the Common Depository (or its nominee).
(c) Form and Title
Each Global Note shall be issued in fully registered form in the minimum denomination of £50,000 and
any integral multiple of £1,000 in excess thereof without coupons or talons (with the exception of the
Class E Notes, which will be recorded in denominations of £50,000 and integral multiples of £1 in
excess thereof). Each Global Note will be serially numbered which will be recorded in the Register
which the Issuer will procure will be kept by the Registrar at its specified office. No transfer of a Note
will be valid unless and until entered on the Register.
The registered holder of any Global Note shall, for so long as it is the holder of the Global Notes and
except as otherwise required by law, be treated as its absolute owner for all purposes (including the
making of any payments), regardless of any trust or other interest therein or any writing thereon.
Title to the Global Notes passes upon registration of transfers in respect thereof in the Register in
accordance with the provisions of the Agency Agreement and the Note Trust Deed.
Ownership of interests in the Rule 144A Global Notes (“Restricted Book-Entry Interests”) will be
limited to persons that have accounts with Euroclear and/or Clearstream, Luxembourg, or persons that
hold interests through such participants. Ownership of interests in the Regulation S Global Notes (the
“Unrestricted Book-Entry Interests” and, together with the Restricted Book-Entry Interests, the
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“Book-Entry Interests”) will be limited to persons who have accounts with Euroclear and/or
Clearstream, Luxembourg or persons that hold interests through such participants. Book-Entry
Interests will be shown on, and transfers thereof will be effected only through, records maintained in
book-entry form by Euroclear and Clearstream, Luxembourg and their participants.
For so long as any Note is represented by a Global Note, transfers and exchanges of beneficial interest
in that Global Note, entries on the Register relating to that Global Note and entitlement to payments
under that Global Note will be effected subject to and in accordance with the Note Trust Deed, the
Agency Agreement, the terms of the Global Note and the rules and procedures from time to time of
Euroclear and Clearstream, Luxembourg.
2. Definitive Notes
(a) Issue of Definitive Notes
A Global Note will be exchanged for definitive Notes of the relevant class in registered form
(“Definitive Notes”) only on the later of the termination of the Note Distribution Compliance Period as
defined in Regulation S and 30 days after the occurrence of any of the following:
(i) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14
days (other than by reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do in fact do so and no alternative clearing system satisfactory to
the Note Trustee is available; or
(ii) the owner of a Book-Entry Interest requests such exchange in writing delivered through either
Euroclear or Clearstream, Luxembourg to the Issuer, following a Note Event of Default (as defined
in Condition 10(a) (Eligible Noteholders)); or
(iii) as a result of any amendment to, or change in, the laws or regulations of Ireland, the United
Kingdom or any other jurisdiction (or of any political subdivision thereof or of any authority
therein or thereof having the power to tax), or in the interpretation or administration by a revenue
authority or a court of such laws or regulations, which becomes effective on or after the Closing
Date, the Issuer or any Paying Agent is or will become required to make any deduction or
withholding from any payment in respect of the Notes which would not be required were the Notes
in definitive form and a certificate to such effect signed by two directors of the Issuer is delivered
to the Note Trustee.
If Definitive Notes are issued:
(i) the Book-Entry Interests representing the Regulation S Global Note of each class shall be
exchanged by the Issuer for Definitive Notes (“Regulation S Definitive Notes”) of that class; and
(ii) the Book-Entry Interests representing the Rule 144A Global Note of each class shall be exchanged
by the Issuer for Definitive Notes (“Rule 144A Definitive Notes”) of that class.
The aggregate principal amount of the Regulation S Definitive Notes and the Rule 144A Definitive
Notes of each class will be equal to the aggregate principal amount of the Regulation S Global Note or
Rule 144A Global Note, as the case may be, for the corresponding class, subject to and in accordance
with the Conditions, the Agency Agreement, the Note Trust Deed and the related Global Note.
(b) Title to and Transfer of Definitive Notes
Title to a Definitive Note will pass upon registration in the register which the Issuer will cause to be
kept by the Registrar at its specified office. Definitive Notes will be issued in the minimum
denomination of £50,000 and any integral multiple of £1,000 in excess thereof (with the exception of
the Class E Notes, which will be recorded in denominations of £50,000 and internal multiples of £1 in
excess thereof), provided that the minimum subscription therefor shall be no less than £100,000 (with
the exception of the Class X Notes and the Class V Notes for which the minimum subscription shall be
£50,000), and will be serially numbered. Definitive Notes may be transferred in whole or in part
(provided that any partial transfer relates to a Definitive Note in the original principal amount of
£50,000 and any integral multiple of £1,000 in excess thereof) upon surrender of the related Definitive
Note, at the specified office of the Registrar. In the case of a transfer of part only of a Definitive Note,
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a new Definitive Note in respect of the balance not transferred will be issued to the transferor. All
transfers of Definitive Notes are subject to any restrictions on transfer set forth in such Definitive Notes
and the detailed regulations concerning transfers set out in the Agency Agreement and the Note Trust
Deed.
Each new Definitive Note to be issued upon the transfer of a Definitive Note will, within five Business
Days (as defined in Condition 5(b) (Payment Dates and Interest Accrual Periods)) of receipt of such
Definitive Note (duly endorsed for transfer) at the specified office of the Registrar, be available for
collection at the specified office of the Registrar or be posted at the risk of the holder entitled to such
new Definitive Note to such address as may be specified in the form of transfer.
Registration of a Definitive Note on transfer will be effected without charge by or on behalf of the
Issuer or the Registrar, but upon payment of (or the giving of such indemnity as the Registrar may
require in respect of) any tax or other government charges which may be imposed in relation to it and
only if the relevant Definitive Note is presented or surrendered for transfer and endorsed or
accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by
the transferor Noteholder (or his attorney duly authorised in writing) and upon receipt of such
certificates and other documents as shall be necessary to evidence compliance with the restrictions on
transfer contained in the relevant Definitive Note, the Note Trust Deed and the Agency Agreement.
No transfer of a Definitive Note will be registered in the period beginning 15 Business Days before, or
ending on the fifth Business Day after, each Payment Date (as defined in Condition 5(b) (Payment
Dates and Interest Accrual Periods)).
For the purpose of these Conditions:
(a) the “holder” or “Noteholder” of a Note means (a) in respect of each Global Note, the registered holder
thereof, and (b) in respect of any Definitive Note issued under Condition 2(a) (Issue of Definitive
Notes) above, the person in whose name such Definitive Note is registered, subject as provided in
Condition 7(b) (Definitive Notes); and related expressions shall be construed accordingly; and
(b) references herein to “Notes” shall include the Global Notes and the Definitive Notes.
3. Status, Security and Priority
(a) Status and Relationship among the Notes
(i) The Notes constitute direct, secured and limited recourse obligations of the Issuer and are (other
than the Class V Notes and the Class X Notes (as to principal only)) secured by the Issuer Security
(as more particularly described in Condition 3(b) (Security and Priority of Payments) below). In
addition, the Class X Notes and the Class V Notes are secured by amounts in the Class X Account
and the Class V Account, respectively. The Notes of each class rank pari passu and without
preference or priority among the Notes of the same class. With respect to the Class X Notes, such
ranking will relate only to payments of interest and, with respect to the Class V Notes, such
ranking will relate only to payments of the Class V Amount.
(ii) Save as described in Condition 6 (Redemption and Cancellation), both before and after the service
of a Note Enforcement Notice, certain payments will be subordinated as follows: repayments of
principal and payments of interest on the Class E Notes will be subordinated to repayments of
principal and payments of interest on the Class A Notes, the Class X Notes (with respect to interest
only), the Class B Notes, the Class C Notes and the Class D Notes; repayments of principal and
payments of interest on the Class D Notes will be subordinated to repayments of principal and
payments of interest on the Class A Notes, the Class X Notes (with respect to interest only), the
Class B Notes and the Class C Notes; repayments of principal and payments of interest on the
Class C Notes will be subordinated to repayments of principal and payments of interest on the
Class A Notes, the Class X Notes (with respect to interest only) and the Class B Notes; repayments
of principal and payments of interest on the Class B Notes will be subordinated to repayments of
principal and payments of interest on the Class A Notes and the Class X Notes (with respect to
interest only); repayments of principal on the Class A Notes will be subordinated to payments of
interest on the Class A Notes and the Class X Notes; and payments of interest on the Class A
Notes and the Class X Notes will rank pari passu and without preference or priority amongst
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themselves. Both before and after enforcement of the Issuer Security, the Class X Notes, with
respect to payments of principal, are entitled to the benefit of additional security (which may not
be used to pay principal or interest on any other Notes) and, therefore, the Class X Notes do not
rank against any other Notes with respect to such principal amounts. Both before and after the
service of a Note Enforcement Notice, the Class V Notes, with respect to payments of principal
and interest, are also entitled to the benefit of additional security (which may not be used to pay
principal or interest on any other Notes) and, therefore, the Class V Notes do not rank against any
other Notes with respect to such principal and interest amounts.
(iii) The Note Trust Deed contains provisions requiring the Note Trustee to have regard to the interests
of the holders of Class A Notes, Class X Notes, Class B Notes, Class C Notes, Class D Notes,
Class E Notes and Class V Notes equally as regards all powers, trusts, authorities, duties and
discretions of the Note Trustee (except where expressly provided otherwise), provided that:
(A) if, in the Note Trustee’s opinion, there is a conflict between the interests of:
(1) the Class A Noteholders and the Class X Noteholders (for so long as the Class A Notes
and Class X Notes are outstanding); and
(2) the Class B Noteholders and/or the Class C Noteholders and/or the Class D Noteholders
and/or the Class E Noteholders,
then the Note Trustee shall have regard only to the interests of the Class A Noteholders and
the Class X Noteholders (and in the event of a conflict arising between the Class A
Noteholders and the Class X Noteholders then the Note Trustee shall have regard only to the
interests of the Class A Noteholders);
(B) if, in the Note Trustee’s opinion, there is a conflict between the interests of:
(1) the Class B Noteholders (for so long as the Class B Notes are outstanding); and
(2) the Class C Noteholders and/or the Class D Noteholders and/or the Class E Noteholders,
then the Note Trustee shall, subject to (A) above, have regard only to the interests of the Class
B Noteholders;
(C) if, in the Note Trustee’s opinion, there is a conflict between the interests of:
(1) the Class C Noteholders (for so long as the Class C Notes are outstanding); and
(2) the Class D Noteholders and/or the Class E Noteholders,
then the Note Trustee shall, subject to (A) and (B) above, have regard only to the interests of
the Class C Noteholders;
(D) if in the Note Trustee’s opinion, there is a conflict between the interests of:
(1) the Class D Noteholders (for so long as there are any Class D Notes outstanding); and
(2) the Class E Noteholders,
then the Note Trustee shall, subject to (A), (B) and (C) above, have regard only to the interests
of the Class D Noteholders; and
(E) if in the Note Trustee’s opinion, there is a conflict between the interests of:
(1) the Class V Noteholders (for so long as there are any Class V Notes outstanding); and
(2) the Noteholders of any other class of Notes,
then the Note Trustee shall have regard only to the interests of such other class or classes of
Notes,
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provided that paragraphs (A) to (E) above shall not apply in the case of any powers, trusts,
authorities, duties or discretions of the Note Trustee in relation to which it is expressly stated
that they may be exercised by the Note Trustee only if in its opinion the interests of each Class
would not be materially prejudiced thereby.
So long as any of the Notes remain outstanding, the Note Trustee is not required to have
regard to the interests of any other persons entitled to the benefit of the Issuer Security or, at
any time, any other person.
(iv) The Note Trust Deed contains provisions limiting the powers of (i) the Class B Noteholders,
among other things, to request or direct the Note Trustee to take any action or to pass an
Extraordinary Resolution which, in the opinion of the Note Trustee, may affect the interests of the
Class A Noteholders, (ii) the Class C Noteholders, among other things, to request or direct the
Note Trustee to take any action or pass an Extraordinary Resolution which, in the opinion of the
Note Trustee, may affect the interests of the Class A Noteholders or the Class B Noteholders, (iii)
the Class D Noteholders, among other things, to request or direct the Note Trustee to take any
action or pass an Extraordinary Resolution which, in the opinion of the Note Trustee, may affect
the interests of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders, and
(iv) the Class E Noteholders, among other things, to request or direct the Note Trustee to take any
action or pass an Extraordinary Resolution which, in the opinion of the Note Trustee, may affect
the interests of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders or the
Class D Noteholders, in each case, subject as provided in the Note Trust Deed. Except in certain
circumstances as set out in the Note Trust Deed, the Note Trust Deed contains no such limitation
on the powers of the Class A Noteholders, the exercise of which powers will be binding on the
Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E
Noteholders, irrespective of the effect thereof on their interests subject as provided below in
Condition 12(b) (Meetings of Noteholders, Modification and Waiver and Substitution). Except in
certain circumstances as set out in the Note Trust Deed, the exercise of their powers by the Class B
Noteholders will be binding on the Class C Noteholders, the Class D Noteholders and the Class E
Noteholders irrespective of the effect thereof on their interests subject as provided below in
Condition 12(c) (Meetings of Noteholders, Modification and Waiver and Substitution). Except in
certain circumstances as set out in the Note Trust Deed, the exercise of their powers by the Class C
Noteholders will be binding on the Class D Noteholders and the Class E Noteholders, irrespective
of the effect thereof on their interests subject as provided below in Condition 12(d) (Meetings of
Noteholders, Modification and Waiver and Substitution). Except in certain circumstances as set
out in the Note Trust Deed, the exercise of their powers by the Class D Noteholders will be
binding on the Class E Noteholders, irrespective of the effect thereof on their interests subject as
provided below in Condition 12(e) (Meetings of Noteholders, Modification and Waiver and
Substitution). Neither the Class X Noteholders nor the Class V Noteholders have any power to
pass Extraordinary Resolutions, and an Extraordinary Resolution passed by any other class of
Noteholders will, subject to Condition 12(j) (Meetings of Noteholders, Modification and Waiver
and Substitution), be binding on the Class X Noteholders and the Class V Noteholders, irrespective
of the effect thereof on their interests. For the purposes of these Conditions, an “Extraordinary
Resolution” means: (a) a resolution passed at a meeting of the relevant class of Noteholders duly
convened and held in accordance with the provisions of the Note Trust Deed by a majority
consisting of not less than three-quarters of the persons voting thereat upon a show of hands or, if a
poll be duly demanded, the votes given on such poll (or, if the Class E Notes is the Controlling
Class, holders of not less than 51 per cent. of the aggregate Principal Amount Outstanding of the
Class E Notes); or (b) a resolution in writing signed by or on behalf of not less than 90 per cent. of
the Noteholders of the relevant class, which resolution in writing may be contained in one
document or in several documents in like form each signed by or on behalf of one or more of the
Noteholders of the relevant class.
(b) Security and Priority of Payments
The security interests granted in respect of the Notes are set out in the Deed of Charge and Assignment.
Under the Deed of Charge and Assignment, the Issuer with full title guarantee has created, inter alia,
the following security (the “Issuer Security”) in favour of the Note Trustee to hold on trust for its
obligations to, inter alios, the Note Trustee, the Noteholders (other than the Class X Noteholders (as to
principal only) and the Class V Noteholders), the Cash Manager, the Loan Seller, the Corporate
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Services Provider, the Advance Provider, the Backup Advance Provider, the Principal Paying Agent
and any other paying agent appointed under the Agency Agreement, the Irish Paying Agent, the
Registrar, the Agent Bank, the Operating Bank, the Servicer, the Special Servicer and the Swap
Provider (all of such persons being collectively, the “Secured Parties”):
(i) an assignment by way of first-ranking security of the Issuer’s rights under the Libra Loan and all
monies, income and proceeds payable thereunder or accrued thereon and the benefit of all
covenants relating thereto and all rights and remedies for enforcing the same (subject to any
Subordinated Lenders’ rights therein), the Loan Documents, the Credit Agreement, the Loan Sale
Agreement, the Servicing Agreement, the Cash Management Agreement, the Agency Agreement,
the Corporate Services Agreement, the Basis Swap Agreement, the Basis Swap Transaction, the
master definitions schedule appended to the Servicing Agreement (the “Master Definitions
Schedule”) and all other agreements to which the Issuer is a party;
(ii) an assignment by way of first-ranking security of the Issuer’s beneficial interest in the Related
Security;
(iii) a first-ranking charge over the Issuer’s interests in the Issuer Accounts (other than the Class X
Account and the Class V Account) and certain other accounts of the Issuer, and in the funds from
time to time standing to the credit of such accounts (other than Class V Amounts) and in the debts
represented thereby;
(iv) a first-ranking charge in and to such Permitted Investments made by or on behalf of the Issuer
using monies standing to the credit of the Issuer Accounts (other than the Class V Account and the
Class X Account) and all monies, income and proceeds payable thereunder or accrued thereon
(other than to the extent such amounts represent Class V Amounts) and the benefit of all covenants
relating thereto and all rights and remedies for enforcing the same; and
(v) a first-ranking floating charge governed by English law over the whole of the undertaking and
assets of the Issuer, present and future (other than any such undertakings and assets as are situated
in Jersey), other than such assets that are subject to the assignments by way of security or the fixed
charges set out in paragraphs (i) to (iv) above or in this Condition 3(b) below, but extending over
all of the undertaking and assets of the Issuer situated in Scotland or otherwise governed by Scots
law or situated in Northern Ireland or otherwise governed by Northern Irish law respectively.
The Cash Management Agreement contains provisions regulating the priority of application of
Available Funds among the persons entitled thereto both before and after the service of a Note
Enforcement Notice (as defined in Condition 10(a) (Eligible Noteholders)). The Deed of Charge and
Assignment contains provisions regulating the priority of application among the persons entitled
thereto of the Available Funds and the proceeds of enforcement or realisation of the Issuer Security by
the Note Trustee after service of a Note Enforcement Notice.
In addition, under the Deed of Charge and Assignment, the Issuer creates a first ranking charge over (a)
the Issuer’s interests in the Class X Account (other than interest accrued on amounts standing to the
credit of such account) and Permitted Investments made using amounts standing to the credit thereof in
favour of the Class X Noteholders and (b) the Issuer’s interests in the Class V Account along with
Class V Amounts standing to the credit of any Issuer Account in favour of the Class V Noteholders.
The Class X Account consists of the initial deposit of £50,000 in the Class X Account. The Class V
Account consists of the initial deposit of £50,000 in the Class V Account and the Class V Amounts
arising from time to time.
The Issuer Security may be enforced following the occurrence of a Note Event of Default. The Note
Trustee will not, except if the Issuer Security has become enforceable by reason of a default in payment
of any amount due under the Notes, be entitled to dispose of the undertaking, property or assets secured
under the Issuer Security or any part thereof or otherwise realise the Issuer Security unless: (i) a
sufficient amount would be realised to allow discharge in full of all amounts owing to the Noteholders
and any amounts required under the Deed of Charge and Assignment to be paid pari passu with, or in
priority to, the Notes (other than the Class V Notes); or (ii) the Note Trustee is of the opinion, which
shall be binding on the Noteholders and each other Secured Party, reached after considering at any time
and from time to time the advice of such professional advisors as may be selected by the Note Trustee,
upon which the Note Trustee shall be entitled to rely, that the cash flow prospectively receivable by the
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4. Covenants
Issuer will not (or that there is a significant risk that it will not) be sufficient, having regard to any other
actual, contingent or prospective liabilities of the Issuer, to discharge in full in due course all amounts
owing to the Noteholders and any amounts required under the Deed of Charge and Assignment to be
paid pari passu with, or in priority to, the Notes; or (iii) the Note Trustee considers, in its discretion,
that not to effect such disposal or realisation would place the Issuer Security in jeopardy; and (iv) in
any event, the Note Trustee has been indemnified and/or secured to its satisfaction.
If the net proceeds of realisation of, or enforcement with respect to, the Issuer Security are not
sufficient to make all payments due in respect of the Notes, the other assets of the Issuer (including the
amounts standing to the credit of the Issuer in the Issuer Share Capital Proceeds Account in accordance
with the Transaction Documents) will not be available for payment of any shortfall arising therefrom,
and any such shortfall will be borne among the Secured Parties and amongst the Noteholders as
provided in these Conditions and the Deed of Charge and Assignment. All claims in respect of such
shortfall, after realisation of or enforcement with respect to all of the Issuer Security, will be
extinguished and the Note Trustee, the Noteholders and the other Secured Parties will have no further
claim against the Issuer in respect of such unpaid amounts. Each Noteholder, by subscribing for or
purchasing Notes, is deemed to accept and acknowledge that it is fully aware that:
(i) in the event of realisation or enforcement of the Issuer Security, its right to obtain payment of
interest and repayment of principal on the Notes in full is limited to recourse against the
undertaking, property and assets of the Issuer comprised in the Issuer Security;
(ii) the Issuer will have duly and entirely fulfilled its payment obligations by making available to such
Noteholder its proportion of the proceeds of realisation or enforcement of the Issuer Security in
accordance with the payment priorities of the Deed of Charge and Assignment, and all claims in
respect of any shortfall will be extinguished and discharged; and
(iii) in the event that a shortfall in the amount available to pay principal of the Notes of any class exists
on the Payment Date falling in January 2017 (the “Maturity Date”) or on any earlier date for
redemption in full of the Notes or any class of Notes, after payment on the Maturity Date or such
date of earlier redemption of all other claims ranking higher in priority to or pari passu with the
Notes or the related class of Notes, and the Issuer Security has not become enforceable as at the
Maturity Date or such date of earlier redemption, the liability of the Issuer to make any payment in
respect of such shortfall will cease and all claims in respect of such shortfall will be extinguished.
(a) Restrictions: Save with the prior written consent of the Note Trustee or unless otherwise provided in or
envisaged by these Conditions or the other Transaction Documents, the Issuer shall not, so long as any
Note remains outstanding:
(i) Negative Pledge: create or permit to subsist any mortgage, sub-mortgage, standard security,
assignment, charge, sub-charge, pledge, lien (unless arising by operation of law), hypothecation,
assignment by way of security, assignation in security or any other security interest whatsoever
over any of its assets, present or future (including any uncalled capital);
(ii) Restrictions on Activities:
(A) engage in any activity whatsoever which is not incidental to or necessary in connection with
any of the activities which the Transaction Documents provide or envisage that the Issuer will
engage in;
(B) have any subsidiaries or any employees or own, rent, lease or be in possession of any
buildings or equipment; or
(C) amend, supplement or otherwise modify its memorandum or articles of association or other
constitutive documents;
(iii) Disposal of Assets: transfer, sell, lend, part with or otherwise dispose of, or deal with, or grant any
option or present or future right to acquire any of its assets or undertaking or any interest, estate,
right, title or benefit therein other than as expressly contemplated by the Transaction Documents;
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(iv) Dividends or Distributions: pay any dividend or make any other distribution to its shareholders or
issue any further shares, except as provided in the Deed of Charge and Assignment, as applicable;
(v) Borrowings: incur or permit to subsist any indebtedness in respect of borrowed money whatsoever,
except in respect of the Notes, the Loan Sale Agreement or the Servicing Agreement or give any
guarantee or indemnity in respect of any indebtedness or of any obligation of any person;
(vi) Merger: consolidate or merge with any other person or convey or transfer all or substantially all of
its property or assets to any other person;
(vii) Variation: permit any of the Transaction Documents to become invalid or ineffective, or the
priority of the security interests created thereby, to be reduced, amended, terminated, postponed or
discharged, or consent to any variation of, or exercise any powers of consent or waiver pursuant to
the terms of, the Note Trust Deed, these Conditions, the Deed of Charge and Assignment or any of
the other Transaction Documents, or permit any party to any of the Transaction Documents or the
Issuer Security or any other person whose obligations form part of the Issuer Security to be
released from such obligations or dispose of all or any part of the Issuer Security;
(viii) Bank accounts: have an interest in any bank account other than the Collection Account, the Class
X Account, the Class V Account and the Issuer Share Capital Proceeds Account, unless such
account or interest therein is charged or security is otherwise provided to the Note Trustee on
terms acceptable to it;
(ix) Assets: own assets other than those representing its share capital, the funds arising from the issue
of the Notes, the property, rights and assets secured by the Issuer Security (other than the Issuer
Share Capital Proceeds Account and the amounts standing to the credit of the Issuer therein in
accordance with the Transaction Documents) and associated and ancillary rights and interests
thereto, the benefit of the Loan Documents, the benefit of the Transaction Documents and any
investments and other rights or interests created or acquired thereunder, as all of the same may
vary from time to time;
(x) VAT: apply to become part of any group for the purpose of Section 8 of the Value Added Tax Act
1972 of Ireland, as amended with any other company or group of companies, or any such act,
regulation, order, statutory instrument or directive which may from time to time re-enact, replace,
amend, vary, codify, consolidate or repeal the Value Added Tax Act 1972 of Ireland, as amended;
(xi) Business Establishment: not have any other business establishment or other fixed establishment
other than in Ireland; and
(xii) Taxation: prejudice its status as a qualifying company within the meaning of Section 110 of the
Taxes Consolidation Act 1997 of Ireland, as amended, or if its cashflows would thereby be
affected adversely make an election pursuant to subsection (6)(b) of that section.
In addition, the Issuer shall conduct its business and affairs such that, at all times, its centre of main
interests for the purposes of the EU Insolvency Regulation (EC) No. 1346/2000 of 29 May 2000 shall
be and remain in Ireland.
In giving any waiver or consent in respect of the foregoing, the Note Trustee may require the Issuer to
make such modifications or additions to the provisions of any of the Transaction Documents or may
impose such other conditions or requirements as the Note Trustee may deem expedient (in its absolute
discretion) in the interests of the Noteholders, and provided further that the Rating Agencies provide
written confirmation to the Note Trustee that the then applicable ratings of the Notes will not be
downgraded, withdrawn or qualified as a result of such modifications, additions, conditions or
requirements.
(b) Cash Manager, Servicer and Special Servicer: So long as any of the Notes remain outstanding, the
Issuer will procure that there will at all times be a cash manager in respect of the monies from time to
time standing to the credit of the Collection Account and any other account of the Issuer from time to
time and a servicer and a special servicer (if applicable) in respect of the Properties. None of the Cash
Manager, the Servicer or the Special Servicer, as applicable, is permitted to terminate its appointment
unless a replacement cash manager, servicer or special servicer, as the case may be, acceptable to the
Issuer and the Note Trustee has been appointed. The appointment of the Cash Manager, the Servicer or
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5. Interest
the Special Servicer, as applicable, may be terminated by the Note Trustee if, inter alia, and subject to
certain grace periods, the Cash Manager, the Servicer or the Special Servicer, as applicable, defaults in
any material respect (in the case of the Servicing Agreement) or in any respect (in the case of the Cash
Management Agreement) in the observance and performance of any obligation imposed on it under the
Cash Management Agreement or the Servicing Agreement, as applicable.
(a) Period of Accrual: Each Note bears interest on its Principal Amount Outstanding from (and including)
the Closing Date. Each Note (or, in the case of the redemption of part only of a Note, that part only of
such Note) shall cease to bear interest from its due date for redemption unless, upon due presentation,
payment of the relevant amount of principal or any part thereof is improperly withheld or refused on
any Global Note or Definitive Note, as applicable. Where such principal is improperly withheld or
refused on any Note, interest will continue to accrue thereon (before as well as after any judgment) at
the rate applicable to such Note up to (but excluding) the date on which payment in full of the relevant
amount of principal, together with the interest accrued thereon, is made or (if earlier) the seventh day
after notice is duly given to the holder thereof (either in accordance with Condition 15 (Notice to
Noteholders) or individually) that, upon presentation thereof being duly made, such payment will be
made, provided that upon presentation thereof being duly made, payment is in fact made.
(b) Payment Dates and Interest Accrual Periods: Subject to Condition 21 (Limited Recourse), interest on
the Notes is payable quarterly in arrear on the 20 th calendar day of each January, April, July and
October in each year or, if such day is not a Business Day, the next succeeding Business Day (each, a
“Payment Date”) in respect of the Interest Accrual Period ending immediately prior thereto. The first
Payment Date in respect of each class of Notes will be the Payment Date falling in July 2007 in respect
of the period from (and including) the Closing Date to (but excluding) that Payment Date.
In these Conditions, “Interest Accrual Period” shall mean the period from (and including) the 20 th
calendar day of each January, April, July and October (each, an “Interest Accrual Date”) (or, in
respect of the payment of the first Interest Amount (as defined in Condition 5(e) (Publication of Rates
of Interest for the Notes, Interest Amounts and Other Notices) below), the Closing Date) to (but
excluding) the next following Interest Accrual Date and “Business Day” shall in these Conditions
(other than Conditions 6 (Redemption and Cancellation) and 7 (Payments)) mean any day (other than a
Saturday or a Sunday) on which banking institutions where any Issuer Account is held or the Note
Trustee, the Cash Manager, the Paying Agent, the Advance Provider, the Backup Advance Provider,
the Servicer or the Special Servicer is authorised or obliged by law or governmental decree to close.
(c) Rate of Interest: The rates of interest payable from time to time in respect of each class of Notes (each,
a “Rate of Interest” and together, the “Rates of Interest”) will be determined by the Agent Bank as
soon as practicable (i) in the case of the Class A Notes, the Class B Notes, the Class C Notes, the Class
D Notes and the Class E Notes after 11.00 a.m. (London time) on the 20 th calendar day of each January,
April, July and October, being the first day of the Interest Accrual Period for which the rate will apply,
or, if such day is not a Business Day, then the next succeeding Business Day (or, in the case of the first
Payment Date, the Closing Date) and (ii) in the case of the Class X Notes and the Class V Notes, after
11.00 a.m. (London time) on the Business Day immediately preceding the 20 th calendar day of each
January, April, July and October, being the last day of the Interest Accrual Period for which the rate
will apply (in each case, an “Interest Determination Date”). The Rate of Interest applicable to the
Notes of each class (other than the Class X Notes and Class V Notes) for any Interest Accrual Period
will be equal to LIBOR (as determined in accordance with this Condition 5(c)) plus the Relevant
Margin (as defined below).
For the purposes of determining the Rate of Interest in respect of the Class A Notes, the Class B Notes,
the Class C Notes, the Class D Notes and the Class E Notes, “LIBOR” will be determined by the
Agent Bank on the basis of the following provisions:
(i) on each Interest Determination Date, the Agent Bank will determine at, or as soon as practicable
after, 11.00 a.m. (London time) the interest rate for three-month sterling deposits in the London
inter-bank market (or in the case of the first Interest Accrual Period, the linear interpolation of the
rate for one-month and two-month sterling deposits) which appears on Moneyline/Telerate Screen
No. 3750 (or (i) such other page as may replace Moneyline/Telerate Screen No. 3750 on that
service for the purpose of displaying such information or (ii) if that service ceases to display such
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information, such page as displays such information on such equivalent service (or, if more than
one, that one which is approved by the Note Trustee) as may replace the Moneyline/Telerate
Monitor) (the “LIBOR Screen Rate”); or
(ii) if the LIBOR Screen Rate is not then available, the Agent Bank will use the arithmetic mean
(rounded to five decimal places, 0.000005 per cent. rounded upwards) of the rates notified to the
Agent Bank at its request by each of four leading reference banks duly chosen by the Agent Bank
for such purpose (the “Reference Banks”) as the rate at which three-month deposits in sterling are
offered for the same period as that Interest Accrual Period by those Reference Banks to leading
banks in the London inter-bank market at or about 11.00 a.m. (London time) on that date (or, in
respect of the first Interest Accrual Period, by the rate for one-month sterling deposits notified by
the Reference Banks). If, on any such Interest Determination Date, at least two of the Reference
Banks provide such offered quotations to the Agent Bank the relevant rate shall be determined, as
aforesaid, on the basis of the offered quotations of those Reference Banks providing such
quotations. If, on any such Interest Determination Date, only one or none of the Reference Banks
provides the Agent Bank with such an offered quotation, the Agent Bank shall forthwith consult
with the Note Trustee and the Issuer for the purposes of agreeing one or more additional banks to
provide such a quotation or quotations to the Agent Bank and the rate for the Interest Accrual
Period in question shall be determined, as aforesaid, on the basis of the offered quotations of such
banks as so agreed. If no such bank or banks is or are so agreed or such bank or banks as so
agreed does not or do not provide such a quotation or quotations, then the rate for the relevant
Interest Accrual Period shall be the arithmetic mean (rounded to five decimal places, 0.000005 per
cent. being rounded upwards) of the rates quoted by leading London banks, selected by the Agent
Bank, at approximately 11.00 a.m. (London time) on the Closing Date or the relevant Interest
Determination Date, as the case may be, for loans in sterling to leading banks in London for a
period of three months or, in the case of the first Interest Accrual Period, the same as the relevant
Interest Accrual Period.
The amount of interest due with respect to any Payment Date on the Class X Notes is equal to interest
accrued during the related Interest Accrual Period at the Class X Interest Rate on the Principal Amount
Outstanding of such class as at the relevant Interest Determination Date.
The amount of interest due with respect to any Payment Date on the Class V Notes is equal to the
interest accrued during the Interest Accrual Period expiring immediately before such Payment Date at
the Class V Interest Rate on the Principal Amount Outstanding of the Class V Notes as at the relevant
Interest Determination Date. The Rate of Interest applicable to the Class V Notes for any Interest
Accrual Period will be the Class V Interest Rate as calculated on the Interest Determination Date in
respect of the Interest Accrual Period for which the rate will apply. The “Class V Interest Rate” for
any Payment Date will be a per annum rate, expressed as a percentage, equal to the product of: (a) the
fraction obtained by dividing: (i) the Class V Amounts Factor for the Class V Notes, by (ii) the actual
number of days in the relevant Interest Accrual Period expiring immediately before such Payment
Date; and (b) 365. The “Class V Amounts Factor” is, as at any Payment Date, equal to the amount
expressed as percentage obtained by dividing: (i) the Class V Amounts for the Interest Accrual Period
expiring immediately before such Payment Date; by (ii) the Principal Amount Outstanding of the Class
V Notes as at the beginning of such period. The “Class V Amounts” in respect of the Payment Date
immediately following the expiry of an Interest Accrual Period means the sum of:
(i) all Prepayment Charges and Yield Maintenance Premia with respect to any Loan received during
the Collection Period immediately preceding such Payment Date;
(ii) any interest earned on amounts deposited in the Collection Account, the Class V Account and the
Class X Account and any net income earned from Permitted Investments of such amounts in each
case during the Collection Period immediately preceding such Payment Date (in each case other
than interest or net income earned in respect of prepayments (including Break Costs) or liquidation
proceeds deposited into the Collection Account during such Collection Period).
The Rate of Interest applicable to the Class X Notes from time to time will be the Class X Interest Rate.
The “Class X Interest Rate” for any Payment Date is a per annum rate expressed as a percentage
calculated as follows: (a) the product of: (i) the outstanding principal balance of the Libra Loan as at
the beginning of the related Interest Accrual Period expiring immediately before such Payment Date
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and (ii) the Class X Net Weighted Average Strip Rate, divided by (b) the Principal Amount
Outstanding on the Class X Notes immediately before such Payment Date.
For the purposes of calculating the Class X Interest Rate in accordance with this Condition 5(c):
The “Class X Net Weighted Average Strip Rate” with respect to any Payment Date will be a per
annum rate equal to the excess, if any, of (x) the Net Mortgage Rate for the related Interest Accrual
Period over (y) the weighted average of the Rates of Interest of the Notes (other than the Class X Notes
and the Class V Notes) (weighted on the basis of the respective Principal Amount Outstanding of such
Classes immediately prior to such Payment Date).
The “Net Mortgage Rate” for the Libra Loan, with respect to any Payment Dates is equal to (a) the
related per annum interest rate due on the Libra Loan less (b) the Administrative Cost Rate.
The “Administrative Cost Rate” is equal to a variable per annum rate, which, as at any Payment Date,
is the amount (expressed as a percentage) equal to the product of (a) the fraction obtained by dividing:
(i) the Administrative Cost Factor by (ii) the actual number of days in the relevant Interest Accrual
Period for such Payment Date and (b) 365. The Administrative Cost Rate represents as at any date of
calculation, the per annum rate at which Periodic Expenses for any Interest Accrual Period accrue
against the outstanding principal balance of the Libra Loan.
The “Administrative Cost Factor” is, as at any Payment Date, equal to the amount (expressed as a
percentage) obtained by dividing: (i) the Administrative Fees for such Payment Date by (ii) the
outstanding principal balance of the Libra Loan at the beginning of the related Loan Interest Accrual
Period for such Payment Date.
The “Administrative Fees” for any Payment Date will be the sum of all Periodic Expenses plus VAT,
if applicable, incurred during the Collection Period immediately preceding such Payment Date.
Periodic Expenses (excluding the Servicing Fee) plus VAT, if applicable are scheduled to be, on an
annual basis, an amount equal to approximately £117,000; however, if any current service provider is
replaced by a successor service provider and such successor’s fees are in excess of the prior service
provider’s fees, the Periodic Expenses will be increased to reflect such change.
For the purposes of these Conditions, “Relevant Margin” means, with respect to each class of Notes
(other than the Class X Notes and the Class V Notes):
Class A Notes:
Class B Notes:
Class C Notes:
Class D Notes:
Class E Notes:
0.25 per cent. per annum
0.35 per cent. per annum
0.50 per cent. per annum
0.60 per cent. per annum
0.90 per cent. per annum
(d) Determination of Rates of Interest and Calculation of Interest Amounts for Notes: The Agent Bank
shall, on each related Interest Determination Date, notify the Issuer, the Note Trustee, the Cash
Manager and the Paying Agents in writing of (i) the Rates of Interest applicable to the Interest Accrual
Period immediately following such Interest Determination Date in respect of the Notes of each class
(other than the Class X Notes and the Class V Notes) and of the Class X Interest Rate and the Class V
Interest Rate applicable to the Interest Accrual Period that ended on that Interest Determination Date,
and (ii) the amount of interest (the “Interest Amount”) payable, subject to Conditions 3 (Status,
Security and Priority) and 21 (Limited Recourse), in respect of such Interest Accrual Period in respect
of the Notes of each class (to the extent such amount of interest is known at the time). Each Interest
Amount in respect of the Notes of each class shall be calculated by applying the relevant Rate of
Interest to the Principal Amount Outstanding of the relevant class of Notes as at the relevant Interest
Determination Date and multiplying such sum by the actual number of days in the relevant Interest
Accrual Period divided by 365 and rounding the resultant figure downward to the nearest pence.
(e) Publication of Rates of Interest for the Notes, Interest Amounts and other Notices: As soon as
practicable after receiving notification thereof, the Issuer will cause (i) the Rate of Interest, the Class X
Interest Rate, the Class V Interest Rate and the Interest Amount applicable to the Notes of each class
for each Interest Accrual Period and (ii) the Payment Date in respect thereof to be notified in writing to
Irish Stock Exchange Limited (the “Irish Stock Exchange”) (for so long as the Notes are listed on the
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Irish Stock Exchange) and will cause notice thereof to be given to the relevant class of Noteholders in
accordance with Condition 15 (Notice to Noteholders). The Interest Amounts, Payment Date and other
determinations so notified may subsequently be amended (or appropriate alternative arrangements
made by way of adjustment) without notice in the event of any extension or shortening of the Interest
Accrual Period for the Notes.
(f) Determination or Calculation by the Note Trustee: If the Agent Bank does not at any time for any
reason determine the Rate of Interest or, as the case may be, the Class X Interest Rate or, as the case
may be, the Class V Interest Rate and/or calculate the Interest Amount for any class of the Notes and/or
make any other necessary calculations in accordance with the foregoing Conditions, the Note Trustee
shall (i) determine the Rate of Interest or, as the case may be, the Class X Interest Rate or the Class V
Interest Rate at such rate as, in its absolute discretion (having such regard as it shall think fit to the
procedure described above), it shall deem fair and reasonable in all the circumstances, and/or (as the
case may be) (ii) calculate the Interest Amount for each class of the Notes in the manner specified in
Condition 5(c) (Rate of Interest) or Condition 5(e) (Publication of Rates of Interest for the Notes,
Interest Amounts and Other Notices), as applicable and (iii) calculate each Note Factor in the manner
described in Condition 6(e) (Principal Amount Outstanding and Note Factor), and any such
determination and/or calculation shall be deemed to have been made by the Agent Bank, and the Note
Trustee shall have no liability in respect thereof.
(g) Notifications to be Final: All notifications, opinions, determinations, certificates, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of this Condition,
whether by the Reference Banks (or any of them) or the Agent Bank, or the Note Trustee shall (in the
absence of wilful default, bad faith or negligence or manifest or proven error) be binding on the Issuer,
the Reference Banks, the Agent Bank, the Note Trustee, the Special Servicer, the Cash Manager, the
Paying Agents and all Noteholders and (in the absence of wilful default, bad faith or negligence or
manifest or proven error) no liability to the Noteholders shall attach to the Issuer, the Reference Banks,
the Agent Bank or (in the absence of wilful default or bad faith) the Note Trustee in connection with
the exercise or non-exercise by them or any of them of their powers, duties and discretions hereunder.
(h) Reference Banks, Agent Bank and Registrar: The Issuer shall ensure that, so long as any of the Notes
remain outstanding, there shall, at all times, be four Reference Banks, an Agent Bank and a Registrar.
The initial Reference Banks shall be the principal office of four major banks in the London interbank
market chosen by the Agent Bank pursuant to Condition 5(c) (Rate of Interest). In the event of the
principal London office of any such bank being unable or unwilling to continue to act as a Reference
Bank, the Agent Bank shall appoint such other bank as may have been previously approved in writing
by the Note Trustee to act as such in its place. Any purported resignation by the Agent Bank or the
Registrar shall not take effect until a successor so approved by the Note Trustee has been appointed.
6. Redemption and Cancellation
(a) Final Redemption: Unless previously redeemed in full and cancelled as provided in this Condition 6
(Redemption and Cancellation), the Issuer shall redeem the Notes at their Principal Amount
Outstanding together with accrued interest on the Maturity Date, which is the Payment Date falling in
January 2017.
The Issuer may not redeem Notes in whole or in part prior to the Maturity Date except as provided in
this Condition 6 (Redemption and Cancellation) but without prejudice to Condition 10 (Note Events of
Default).
(b) Mandatory Redemption from Principal Distribution Amounts, Sequential Principal Distribution
Amounts and Pro Rata Principal Prepayment Amounts: Subject as provided or set out below and as
provided in Conditions 6(c) (Mandatory Redemption for Tax Reasons), 6(d) (Mandatory Redemption
Upon Exercise of Call Option) and 6(e) (Principal Amount Outstanding and Note Factor), prior to the
service of a Note Enforcement Notice, the most senior class of Notes then outstanding (other than the
Class X Notes and the Class V Notes) shall be subject to mandatory redemption in full or, as the case
may be in part on each Payment Date if on the day prior to the relevant Payment Date there are any
Principal Distribution Amounts after paying any and all amounts payable out of such funds in priority
to payments on such class of Notes as specified below, and if the amount of such Principal Distribution
Amounts after paying any and all amounts payable out of such funds in priority to payments on such
class of Notes, is not less than £1. If on any Payment Date, the most senior class of Notes then
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outstanding is redeemed in full pursuant to the foregoing, any remaining Principal Distribution
Amounts shall be applied in mandatory redemption in full or in part of the next most senior class of
Notes (other than the Class X Notes or the Class V Notes) then outstanding.
The Sequential Principal Distribution Amounts shall be applied, on the immediately following Payment
Date, first in paying principal on the Class A Notes until all the Class A Notes have been redeemed in
full; secondly, in paying principal on the Class B Notes until all the Class B Notes have been redeemed
in full; thirdly, in paying principal on the Class C Notes until all the Class C Notes have been redeemed
in full; fourthly, in paying principal on the Class D Notes until all the Class D Notes have been
redeemed in full; fifthly, in paying principal on the Class E Notes until all the Class E Notes have been
redeemed in full.
On each Payment Date prior to a Sequential Prepayment Trigger in respect of which the Principal
Prepayment Amount is greater than zero, the Cash Manager will allocate and distribute Pro Rata
Principal Prepayment Amounts from Available Funds in the Collection Account pro rata to each class
of Notes then outstanding (other than the Class X Notes and the Class V Notes) based upon the
respective Principal Amount Outstanding of each such class of Notes and the aggregate Principal
Amount Outstanding of the Notes (other than the Class X Notes and the Class V Notes) on such
Payment Date, in each case after taking into account application of (i) the Principal Amortisation
Amount and (ii) the Pre-Trigger Sequential Principal Prepayment Amount for such Payment Date in
accordance with the Sequential Priority of Payments.
Subject to Condition 21 (Limited Recourse), payments of Principal Distribution Amounts, Sequential
Principal Distribution Amounts, Pro Rata Principal Prepayment Amounts and Pre-Trigger Sequential
Principal Prepayment Amounts shall be applied, as appropriate, on each Payment Date, commencing
on the first Payment Date.
Upon payment in full of the Principal Amount Outstanding of all the Notes (other than the Class X
Notes and the Class V Notes) by redemption pursuant to any provision under this Condition 6
(Redemption and Cancellation), any amount that is held in a separate account of the Issuer as security
for the Class V Notes only, shall be paid in full as a repayment of principal to the holders of the Class
V Notes.
Upon payment in full of the Principal Amounts Outstanding of all the Notes (other than the Class X
Notes and the Class V Notes) by redemption pursuant to any provision under this Condition 6
(Redemption and Cancellation) or in the event that the aggregate outstanding principal balance of the
Libra Loan has been reduced to zero, any amount that is held in a separate account of the Issuer as
security for the Class X Notes only, shall be paid in full as a payment of principal to the holders of the
Class X Notes.
For the purposes of this Condition, “Principal Distribution Amount” means the amount of any
Principal Distribution Amount which has actually been allocated as principal by the Cash Manager for
the redemption of any of the Notes (other than the Class X Notes and the Class V Notes) pursuant to
the Cash Management Agreement.
For the purposes of this Condition, “Pro Rata Principal Prepayment Amount” means the amount of
any Pro Rata Principal Prepayment Amount which has actually been allocated by the Cash Manager for
the redemption of any of the Notes (other than the Class X Notes and the Class V Notes) pursuant to
the Cash Management Agreement.
For the purposes of these Conditions, “Principal Amortisation Amount” means for any Payment Date
the Principal Distribution Amount for such Payment Date less the Principal Prepayment Amount for
such Payment Date.
For the purposes of these Conditions, “Principal Prepayment Amount” means for any Payment Date
the sum, without duplication, of any voluntary or mandatory principal prepayments (including any
premium received in connection with any property release) or Balloon Payment but excluding, in each
case, amortisation actually received under the Libra Loan during the Collection Period related to such
Payment Date.
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For the purposes of these Conditions, “Sequential Principal Distribution Amount” means for any
Payment Date the amount equal to the excess of the Principal Distribution Amount received for the
Libra Loan for such Payment Date over the Pro Rata Principal Prepayment Amount for such Payment
Date.
The “Pro Rata Principal Prepayment Amount” and the “Pre-Trigger Sequential Principal
Prepayment Amount” for any Payment Date will be equal to the lesser of:
(i) 50 per cent. of the Principal Prepayment Amount for such Payment Date; or
(ii) 50 per cent. of an amount that, if applied against the aggregate Principal Amount Outstanding of
the Notes (other than the Class X Notes and the Class V Notes) as at such Payment Date would,
after application of any Principal Amortisation Amount on such Payment Date, reduce such
Principal Amount Outstanding to 50 per cent. of the Principal Amount Outstanding of the Notes
(other than the Class X Notes and the Class V Notes) as at the Closing Date.
Notwithstanding the foregoing if a Sequential Prepayment Trigger exists on the Determination Date
immediately preceding such Payment Date, the Pro Rata Principal Prepayment Amount for such
Payment Date will be zero.
For the purposes of these Conditions, “Sequential Prepayment Trigger” means, on any
Determination Date, the existence of any of the following:
(i) a Material Loan Event of Default under the Credit Agreement relating to the Libra Loan; or
(ii) NAI Amounts have been allocated to any class of Notes since the Closing Date due to realised
losses on the Libra Loan, or there has been a failure to pay interest when due on any Note; or
(iii) the aggregate Principal Amount Outstanding of the Notes (other than the Class X Notes and the
Class V Notes) is less than or equal to 50 per cent. of the aggregate Principal Amount Outstanding
of the Notes (other than the Class X Notes and the Class V Notes) as at the Closing Date; or
(iv) a Note Event of Default has been declared by the Note Trustee giving a Note Enforcement Notice
pursuant to Condition 10 (Note Events of Default) and is outstanding.
“Material Loan Event of Default” means any Loan Event of Default deemed (in accordance with the
terms of the Credit Agreement) by the Servicer or, with respect to a Specially Serviced Loan, the
Special Servicer to be material on the basis of the Credit Agreement, which Loan Events of Default
shall include, but not be limited to, any monetary event of default, insolvency (of a member of the
Borrower Group or of the Principal Tenant), cross-default with other indebtedness, or certain breaches
of representation. Upon the occurrence of a Material Loan Event of Default, the Servicer or the Special
Servicer, as applicable, will be required to promptly notify the Cash Manager.
(c) Mandatory Redemption for Tax Reasons: If by virtue of a change in the tax law of Ireland, the United
Kingdom or any other jurisdiction (or the application or official interpretation thereof) from that in
effect on the Closing Date, on the next Payment Date the Issuer or any Paying Agent on its behalf
would be required to deduct or withhold from any payment of principal or interest in respect of any
Note (other than where the relevant holder or beneficial owner has some connection with the relevant
jurisdiction other than the holding of Notes and other than in respect of default interest), any amount
for or on account of any present or future taxes, duties, assessments or governmental charges of
whatever nature imposed, levied, collected, withheld or assessed by the relevant jurisdiction (or any
political sub-division thereof or authority thereof or therein having power to tax) and such requirement
cannot be avoided by the Issuer taking reasonable measures available to it and the Issuer or the Servicer
has, prior to giving the notice referred to below, certified to the Note Trustee that the Issuer will have
the necessary funds on such Payment Date to discharge all of the Issuer’s liabilities in respect of the
Notes to be redeemed under this Condition 6(c) (Mandatory Redemption for Tax Reasons) and any
amounts required under the Cash Management Agreement, the Note Trust Deed and/or the Deed of
Charge and Assignment to be paid in priority to, or pari passu with, the Notes to be so redeemed,
which certificate shall be conclusive and binding, and provided that on the Payment Date on which
such notice expires no Note Enforcement Notice has been served, then if so directed in writing by
holders of not less than 66⅔ per cent. of the aggregate Principal Amount Outstanding of the
Controlling Class (or, if the Class E Notes are the Controlling Class, holders of not less than 51 per
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cent. of the aggregate Principal Amount Outstanding of the Class E Notes) or so requested by an
Extraordinary Resolution of the holders of the Controlling Class immediately prior to giving the notice
referred to above the Issuer shall on such Payment Date, having given not more than 60 nor less than
30 days’ written notice ending on such Payment Date to the Note Trustee, the Paying Agents and to the
Noteholders in accordance with Condition 15 (Notice to Noteholders), redeem:
(i) all Class A Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class A Notes plus interest accrued and unpaid thereon; and
(ii) all Class X Notes, in an amount equal to the then aggregate Principal Amount Outstanding of the
Class X Notes plus interest accrued and unpaid thereon; and
(iii) all Class B Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class B Notes plus interest accrued and unpaid thereon; and
(iv) all Class C Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class C Notes plus interest accrued and unpaid thereon; and
(v) all Class D Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class D Notes plus interest accrued and unpaid thereon; and
(vi) all Class E Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class E Notes plus interest accrued and unpaid thereon; and
(vii) all Class V Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class V Notes plus interest accrued and unpaid thereon.
(d) Mandatory Redemption Upon Exercise of Call Option: Each of the Servicer and the Special Servicer
(and its assigns) is hereby granted a call option pursuant to which it may, at its sole discretion, purchase
the Libra Loan on any Payment Date provided that (i) written notice is given by the Servicer or the
Special Servicer, as applicable, to the Issuer, the Note Trustee and the Noteholders in accordance with
Condition 15 (Notice to Noteholders) not more than 60 nor less than 30 days’ prior to such purchase,
(ii) on the Determination Date relating to such Payment Date, no Note Enforcement Notice in relation
to the Notes has been served, (iii) the Servicer or Special Servicer has, prior to giving such notice,
certified to the Note Trustee that it will have the necessary funds to discharge on such Payment Date all
of the Issuer’s liabilities in respect of the Notes and any amounts required under the Issuer Cash
Management Agreement to be paid on such Payment Date which rank prior to, or pari passu with, the
Notes, which certificate shall be conclusive and binding and (iv) the then aggregate Principal Amount
Outstanding of the Notes is less than 10 per cent. of the aggregate Principal Amount Outstanding of the
Notes as at the Closing Date.
Upon the purchase of the Libra Loan, pursuant to such call option by the Servicer or Special Servicer
(or its assigns), the Issuer will be required to redeem on such Payment Date:
(i) all Class A Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class A Notes plus interest accrued and unpaid thereon; and
(ii) all Class X Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class X Notes plus interest accrued and unpaid thereon; and
(iii) all Class B Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class B Notes plus interest accrued and unpaid thereon; and
(iv) all Class C Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class C Notes plus interest accrued and unpaid thereon; and
(v) all Class D Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class D Notes plus interest accrued and unpaid thereon; and
(vi) all Class E Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class E Notes plus interest accrued and unpaid thereon; and
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(vii) all Class V Notes in an amount equal to the then aggregate Principal Amount Outstanding of the
Class V Notes plus interest accrued and unpaid thereon.
(e) Principal Amount Outstanding and Note Factor: Two Business Days prior to each Payment Date, the
Cash Manager shall determine (i) the Principal Amount Outstanding of each class of Notes on the next
following Payment Date (after deducting any principal payment to be paid on such Notes on that
Payment Date and any NAI Amounts to be applied on that Payment Date) and (ii) the fraction (the
“Note Factor”), the numerator of which is equal to the Principal Amount Outstanding on that Payment
Date (after deducting any principal payment to be paid on such Note on that Payment Date and any
NAI Amounts to be applied on that Payment Date) of such Note of the relevant class (calculated on the
assumption that the face amount of such Note on the date of issuance thereof was £50,000) and the
denominator is 50,000. Each determination by the Cash Manager of the Principal Amount Outstanding
of a Note and the Note Factor shall in each case (in the absence of wilful default, bad faith or manifest
error) be final and binding on all persons.
The “Principal Amount Outstanding” of any class of Notes on any date shall be (a) the initial
principal amount thereof on the Closing Date, less (b) the sum of (i) the aggregate amount of all
repayments and prepayments of principal in respect of that class of Note since the Closing Date and
prior to such date and (ii) the aggregate amount of all NAI Amounts allocated to such class of Notes
since the Closing Date and before such date of calculation.
For the purposes of these Conditions, “NAI Amounts” means on any Payment Date, in relation to each
Note of a particular class, a pro rata share of the aggregate amount of NAI required to be applied to
such class of Notes on such Payment Date in accordance with the following sentence (rounded down to
the nearest pence). On the Payment Date following the arising of a NAI, the Principal Amount
Outstanding of the Notes will, subject as set out below, be reduced by an amount equal to such NAI as
follows: first, the Principal Amount Outstanding of the Class E Notes shall be reduced until the
Principal Amount Outstanding of the Class E Notes is zero; second, the Principal Amount Outstanding
of the Class D Notes shall be reduced until the Principal Amount Outstanding of the Class D Notes is
zero; third, the Principal Amount Outstanding of the Class C Notes shall be reduced until the Principal
Amount Outstanding of the Class C Notes is zero; fourth, the Principal Amount Outstanding of the
Class B Notes shall be reduced until the Principal Amount Outstanding of the Class B Notes is zero;
and fifth, the Principal Amount Outstanding of the Class A Notes shall be reduced until the Principal
Amount Outstanding of the Class A Notes is zero.
“NAI” means with respect to any Determination Date, the amount by which (x) the aggregate amount
of principal of the Libra Loan outstanding as determined by the Servicer after taking into account all
principal received on or before such Determination Date will be less than (y) the aggregate Principal
Amount Outstanding of the Notes on the related Payment Date (after application of any Sequential
Principal Distribution Amount and Pro Rata Principal Prepayment Amount, if any, to be distributed on
the Notes on such Payment Date).
NAI will represent, among other things, the amount of losses realised on the Libra Loan upon a Final
Recovery Determination.
The Issuer (or the Cash Manager on its behalf) will cause each determination of a Principal Amount
Outstanding, the Note Factor and the NAI to be notified in writing forthwith to the Note Trustee, the
Paying Agents, the Rating Agencies, the Agent Bank and (for so long as the Notes are listed on the
Irish Stock Exchange) the Irish Stock Exchange and will cause notice of each determination of a
Principal Amount Outstanding, the Note Factor and the NAI to be given to the Noteholders in
accordance with Condition 15 (Notice to Noteholders) as soon as reasonably practicable on the date
occurring two Business Days prior to each Payment Date. In addition, on such date, the Cash Manager
shall provide or make available (via its internet website initially located at www.etrustee.net, which
website does not form part of these Conditions) the Note Factor to the Note Trustee and the
Noteholders.
If the Issuer or the Cash Manager on behalf of the Issuer does not at any time for any reason determine
a Principal Amount Outstanding, the Note Factor or if the Servicer or Special Servicer, as applicable,
does not determine the NAI in accordance with the preceding provisions of this Condition 6
(Redemption and Cancellation), such Principal Amount Outstanding the Note Factor and the NAI may
be determined by the Note Trustee, in accordance with this Condition 6(e) (Principal Amount
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Outstanding and Note Factor), and each such determination or calculation shall be conclusive and shall
be deemed to have been made by the Issuer or the Cash Manager, as the case may be.
(f) Notice of Redemption: Any such notice as is referred to in Conditions 6(c) (Mandatory Redemption for
Tax Reasons) and 6(d) (Mandatory Redemption Upon Exercise of Call Option) above shall be
irrevocable and, upon the expiration of such notice, the Issuer shall be bound to redeem the Notes of
the relevant class in the amounts specified in these Conditions.
(g) Cancellation: All Notes redeemed in full pursuant to the foregoing provisions will be cancelled
forthwith and may not be resold or re-issued.
(h) Mandatory Redemption in Part of the Class X Notes and Class V Notes: The Class X Notes will be
subject to mandatory redemption in part from amounts standing to the credit of the Class X Account on
the first Payment Date in the amount of £45,000 per Note. The Class V Notes will be subject to
mandatory redemption in part from amounts standing to the credit of the Class V Account on the first
Payment Date in the amount of £45,000 per Note.
(i) No Purchase by Issuer: The Issuer may not purchase any of the Notes.
7. Payments
(a) Global Notes: Payments of principal and interest in respect of any Global Note will be made only
against presentation (and in the case of final redemption of a Global Note or in circumstances where
the unpaid principal amount of the relevant Global Note would be reduced to zero (including as a result
of any other payment of principal due in respect of such Global Note), surrender) of such Global Note
at the specified office of any Paying Agent. A record of each payment so made, distinguishing
between payments of principal and payments of interest and, in the case of partial payments, of the
amount of each partial payment, will be endorsed on the schedule to the relevant Global Note by or on
behalf of the relevant Paying Agent, which endorsement shall be prima facie evidence that such
payment has been made.
Payments in respect of the Rule 144A Global Notes will be paid in sterling to holders of interests in
such Notes who hold such interests through Euroclear and/or Clearstream, Luxembourg (the “Rule
144A Euroclear/Clearstream Holders”). Payments in respect of the Regulation S Global Notes will
be paid in sterling to holders of interests in such Notes (such holders being, together with the Rule
144A Euroclear/Clearstream Holders, the “Euroclear/Clearstream Holders”).
A Euroclear/Clearstream Holder shall receive payments in respect of its interest in any Global Notes in
accordance with Euroclear’s or, as the case may be, Clearstream, Luxembourg’s rules and procedures.
None of the persons from time to time shown in the records of Euroclear or Clearstream Luxembourg
as the holder of a Note of the relevant Class shall have any claim directly against the Issuer or the Note
Trustee in respect of payments due on such Note whilst such Note is represented by a Global Note and
the Issuer or the Note Trustee, as the case may be, shall be discharged by payment of the relevant
amount to the registered holder of the relevant Global Note.
(b) Definitive Notes: Payments of principal and interest (except where, after such payment, the unpaid
principal amount of the relevant Note would be reduced to zero (including as a result of any other
payment of principal due in respect of such Note), in which case the relevant payment of principal or
interest, as the case may be, will be made only against surrender of such Note) in respect of Definitive
Notes will be made by sterling cheque drawn on a branch of, or by transfer to a sterling account held
with a bank in London posted to the holder (or to the first-named of joint holders) of such Definitive
Note at the address shown in the register maintained by the Registrar listing all holders of Definitive
Notes (the “Register”) not later than the due date for such payment. If any payment due in respect of
any Definitive Note is not paid in full, the Registrar will annotate the Register with a record of the
amount, if any, so paid.
Upon application by the holder of a Definitive Note to the specified office of the Registrar not later
than the Record Date for payment in respect of such Definitive Note, such payment may be made by
transfer to a sterling account maintained by the payee with a branch of a bank in London, United
Kingdom. Any such application for transfer to such account shall be deemed to relate to all future
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payments in respect of such Definitive Note until such time as the Registrar is notified in writing to the
contrary by the holder thereof.
(c) Laws and Regulations: Payments of principal, interest and premium (if any) in respect of the Notes are
subject in all cases to any fiscal or other laws and regulations applicable thereto.
(d) Overdue Principal Payments: If payment of principal is improperly withheld or refused on or in
respect of any Note or part thereof, the interest which continues to accrue in respect of such Note or
part thereof in accordance with Condition 5(a) (Period of Accrual) will be paid against presentation of
such Note at the specified office of any Paying Agent, and in the case of any Definitive Note, will be
paid in accordance with Condition 7(b) (Definitive Notes).
(e) Change of Agents: The Principal Paying Agent is ABN AMRO Bank N.V. (London Branch) at its
offices at 82 Bishopsgate, London EC2N 4BN, United Kingdom. The Irish Paying Agent is NCB
Stockbrokers Limited at its offices at 3 George’s Dock, International Financial Services Centre, Dublin
1, Ireland. The Issuer reserves the right, subject to the prior written approval of the Note Trustee, at
any time to vary or terminate the appointment of the Principal Paying Agent, any other Paying Agent,
the Registrar and/or the Agent Bank and to appoint additional or other Agents. The Issuer will at all
times maintain an Irish Paying Agent with a specified office in Dublin, for so long as the Notes are
listed on the Irish Stock Exchange. The Issuer will cause at least 30 days’ notice of any change in or
addition to the Paying Agents or the Registrar or their specified offices to be given to the Noteholders
in accordance with Condition 15 (Notice to Noteholders). The Issuer will maintain a Paying Agent in a
Member State of the European Union that will not be obliged to withhold or deduct tax pursuant to
European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in
order to conform to, such Directive.
(f) Presentation on Non-Business Days: If any Note is presented for payment on a day which is not a
business day in the place where it is so presented, payment shall be made on the next succeeding day
that is such a business day and no further payments of additional amounts by way of interest, principal
or otherwise shall be due in respect of such Note. For the purposes of Condition 6 (Redemption and
Cancellation) and this Condition 7, “business day” shall mean, in relation to any place, a day on which
commercial banks and foreign exchange markets settle payments in that place and (in the case of
payment by transfer to a sterling account as referred to in Condition 7(b) (Definitive Notes)) on which
the TARGET system is open for settlement of payments in sterling.
(g) Accrual of Interest on Late Payments: If interest is not paid in respect of a Note of any class on the
date when due and payable (other than because the due date is not a business day (as defined in
Condition 7(f) (Presentation on Non-Business Days) or by reason of non-compliance with Condition
7(a) (Global Notes) or 7(b) (Definitive Notes), then such unpaid interest shall itself bear interest at the
applicable Rate of Interest (or the Class X Interest Rate in respect of interest on the Class X Notes or
the Class V Interest Rate in respect of the Class V Notes) until such interest and interest thereon is
available for payment and notice thereof has been duly given to the Noteholders in accordance with
Condition 15 (Notice to Noteholders), provided that such interest and interest thereon are, in fact, paid.
(h) Partial Payments: If a Paying Agent makes a partial payment in respect of any Note presented to it for
payment, such Paying Agent will endorse on the relevant Note a statement indicating the amount and
date of such payment.
(i) Record Date: For the purpose of this Condition 7, the holder of a Global Note or, as the case may be, a
Definitive Note will be deemed to be the person shown from time to time as the holder (or the firstnamed
of joint holders) in the records of Euroclear or Clearstream, Luxembourg (in the case Global
Notes) or on the Register maintained pursuant to Condition 7(b), on the 12 th calendar day of the month
in which a Payment Date occurs (in each case, the “Record Date”).
8. Taxation
All payments in respect of the Notes will be made without withholding or deduction for or on account of
any present or future taxes, duties or charges of whatsoever nature unless the Issuer or any relevant Paying
Agent is required by applicable law in any jurisdiction to make any payment in respect of the Notes subject
to any such withholding or deduction. In that event, the Issuer or such Paying Agent (as the case may be)
shall make such payment after such withholding or deduction has been made and shall account to the
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elevant authorities for the amount so required to be withheld or deducted. Neither the Issuer nor any
Paying Agent will be obliged to make any additional payments to holders of Notes in respect of such
withholding or deduction.
9. Prescription
Claims for principal in respect of Global Notes shall become void unless the relevant Global Notes are
presented for payment within ten years of the appropriate relevant date. Claims for interest in respect of
Global Notes shall become void unless the relevant Global Notes are presented for payment within five
years of the appropriate relevant date.
Claims for principal and interest in respect of Definitive Notes shall become void unless made within ten
years, in the case of principal, and five years, in the case of interest, of the appropriate relevant date.
In this Condition 9, the “relevant date” means the date on which a payment first becomes due, but if the
full amount of the moneys payable has not been received by the relevant Paying Agent or the Note Trustee
on or prior to such date, it means the date on which the full amount of such moneys shall have been so
received, and notice to that effect shall have been duly given to the Noteholders in accordance with
Condition 15 (Notice to Noteholders).
10. Note Events of Default
(a) Eligible Noteholders: If any of the events mentioned in sub-paragraphs (A) to (E) inclusive below
shall occur (each such event being, a “Note Event of Default”) the Note Trustee at its absolute
discretion may, and if so requested in writing by the “Eligible Noteholders”, being:
(i) the holders of not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the
Class A Notes then outstanding; or
(ii) if there are no Class A Notes outstanding, the holders of not less than 25 per cent. in aggregate of
the Principal Amount Outstanding of the Class B Notes then outstanding; or
(iii) if there are no Class A Notes and Class B Notes outstanding, the holders of not less than 25 per
cent. in aggregate of the Principal Amount Outstanding of the Class C Notes then outstanding; or
(iv) if there are no Class A Notes, Class B Notes and Class C Notes outstanding, the holders of not less
than 25 per cent. in aggregate of the Principal Amount Outstanding of the Class D Notes then
outstanding; or
(v) if there are no Class A Notes, Class B Notes, Class C Notes and Class D Notes outstanding, the
holders of not less than 25 per cent. in aggregate of the Principal Amount Outstanding of the Class
E Notes then outstanding,
provided that, if the Principal Amount Outstanding of any class of Notes the holders of which are, for
the time being, the most senior class of Notes outstanding is less than 10 per cent. of the Principal
Amount Outstanding of such class as at the Closing Date, the holders of the Notes of such class
together with the next most senior class of Notes then outstanding (if any) (other than the Class X
Notes and the Class V Notes) shall together constitute the Eligible Noteholders and any direction to be
given by the Eligible Noteholders in such circumstances shall be given by the holders of the Notes of
both such classes acting together as a single class; or, if so directed by or pursuant to an Extraordinary
Resolution of the most senior class of Noteholders (other than the Class X Noteholders or the Class V
Noteholders) then outstanding (or if the Principal Amount Outstanding of any class of Notes the
holders of which are, for the time being, the most senior class of Notes outstanding has been reduced to
less than 10 per cent. of the Principal Amount Outstanding of such class as at the Closing Date, an
Extraordinary Resolution of the holders of the Notes of such class together with the holders of the next
most senior class of Notes then outstanding (if any) (other than the Class X Notes and the Class V
Notes) voting together as a single class) shall, and in any case aforesaid, subject to the Note Trustee
being indemnified and/or secured to its satisfaction, give notice (a “Note Enforcement Notice”) to the
Issuer declaring all the Notes to be due and repayable:
(A) default is made for a period of three days in the payment of the principal of, or default is made
for a period of five days in the payment of interest on, any Class A Note; or, if there are no
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Class A Notes outstanding, any Class B Note; or, if there are no Class A Notes or Class B
Notes outstanding, any Class C Note; or, if there are no Class A Notes, Class B Notes or Class
C Notes outstanding, any Class D Note; or, if there are no Class A Notes, Class B Notes, Class
C Notes or Class D Notes outstanding, any Class E Note, in each case when and as the same
becomes due and payable in accordance with these Conditions; or
(B) default is made by the Issuer in the performance or observance of any other obligation binding
upon it under any of the Notes of any class, the Note Trust Deed, the Deed of Charge and
Assignment or any other Transaction Document to which it is party and, in any such case
(except where the Note Trustee certifies that, in its opinion, such default is incapable of
remedy when no notice will be required), such default continues for a period of 14 days (or
such longer period as the Note Trustee may permit in its sole discretion) following the service
by the Note Trustee on the Issuer of notice requiring the same to be remedied; or
(C) the Issuer, otherwise than for the purposes of such amalgamation or reconstruction as is
referred to in subparagraph (D) below, ceases or, consequent upon a resolution of the board of
directors of the Issuer, threatens to cease to carry on business or a substantial part of its
business or the Issuer is or is deemed unable to pay its debts as and when they fall due; or
(D) an order is made or an effective resolution is passed for the winding-up of the Issuer except a
winding-up for the purposes of or pursuant to an amalgamation or reconstruction the terms of
which have previously been approved by the Note Trustee in writing or by an Extraordinary
Resolution of the most senior class of Noteholders (other than the Class X Noteholders or the
Class V Noteholders) then outstanding; or
(E) proceedings shall be initiated against the Issuer under any applicable liquidation, insolvency,
examination, composition, reorganisation or other similar laws (including, but not limited to,
presentation of a petition for an administration order, the filing of documents with the court
for the appointment of an administrator or the service of a notice to appoint an administrator)
and such proceedings are not, in the opinion of the Note Trustee, being disputed in good faith
with a reasonable prospect of success, or an administration order shall be granted or the
appointment of an administrator takes effect or an administrative receiver or other receiver,
liquidator, examiner or other similar official shall be appointed (or formal notice is given of an
intention to appoint an administrator) in relation to the Issuer or any part of its undertaking,
property or assets, or an encumbrancer shall take possession of all or any part of the
undertaking, property or assets of the Issuer, or a distress, execution, diligence or other
process shall be levied or enforced upon or sued against all or any part of the undertaking,
property or assets of the Issuer and such appointment, possession or process is not discharged
or does not otherwise cease to apply within 15 days, or the Issuer (or the directors or the
shareholders of the Issuer) initiates or consents to judicial proceedings relating to itself under
applicable liquidation, insolvency, examination, composition, reorganisation or other similar
laws or makes a conveyance or assignment for the benefit of or a composition or similar
arrangement with its creditors generally or takes steps with a view to obtaining a moratorium
in respect of any of the indebtedness of the Issuer,
provided that in the case of each of the events described in Condition 10(a)(B) above, the Note Trustee
shall have certified to the Issuer that such event is, in its opinion, materially prejudicial to the interests
of the holders of the most senior class of Notes then outstanding (other than the Class X Notes or Class
V Notes).
(b) Effect of Declaration by Note Trustee: Upon any declaration being made by the Note Trustee in
accordance with Condition 10(a) (Eligible Noteholders) above, all classes of the Notes then outstanding
shall immediately become due and repayable at their Principal Amount Outstanding together with
accrued interest as provided in the Note Trust Deed.
11. Enforcement
Subject to the provisions of Condition 16 (Subordination), and the provisions in this Condition 11
(Enforcement) concerning an Extraordinary Resolution directing the cessation of the Special Servicer’s
involvement in enforcement of any of the Issuer Security, the Note Trustee may, at its discretion and
without notice, take such proceedings and/or other action or steps against or in relation to the Issuer or any
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other person as it may think fit to enforce the provisions of the Notes, the Note Trust Deed, these
Conditions and the other Transaction Documents to which it is party and the Note Trustee may, at any time
after the Issuer Security has become enforceable, at its discretion and without notice, take such steps as it
may think fit to enforce the Issuer Security (other than the Libra Loan, its Related Security or any related
MIP Properties (except in the circumstances described in the following sentence)) and, for so long as the
Issuer is not the subject of any insolvency proceedings, shall instruct the Special Servicer in writing to sell
or otherwise liquidate (or otherwise direct a receiver, liquidator, administrator, or other such party, if one
has been selected by the Note Trustee, to sell or otherwise liquidate on its behalf), the Libra Loan, its
Related Security or any related MIP Properties. If the Issuer Security has become enforceable upon the
Issuer’s becoming subject to insolvency proceedings (or in any other circumstance where the Special
Servicer is unable to fulfil its obligations under the preceding sentence) the Note Trustee may, at its
discretion and without notice, itself take such steps as it may think fit to enforce the Issuer Security over the
Libra Loan, its Related Security or any related MIP Properties but shall: (a) involve the Special Servicer in
all discussions relating to the sale or liquidation of that portion of the Issuer Security consisting of the Libra
Loan, its Related Security or related MIP Properties; and (b) allow the Special Servicer to make all strategic
decisions relating to the sale or liquidation of such Issuer Security to the extent that the Note Trustee is
involved in such decision making. In any event, neither the Note Trustee nor the Special Servicer, as
applicable shall be bound to take any such proceedings, action or steps or to give such instructions unless:
(a) subject to the proviso below, it is directed to do so by an Extraordinary Resolution of the Class A
Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders or the Class E
Noteholders, or by a direction in writing signed by the holders of at least 25 per cent. in aggregate of
the Principal Amount Outstanding of the Class A Notes, the Class B Notes, the Class C Notes, the
Class D Notes and the Class E Notes then outstanding; and
(b) it shall be indemnified and/or secured to its satisfaction against all actions, proceedings, claims and
demands to which it may thereby render itself liable and all liabilities, losses, costs, charges, damages
and expenses including, without limitation, legal fees and expenses on a full indemnity basis,
(including any VAT thereon) which it may incur by so doing,
PROVIDED THAT:
(i) for so long as any Class A Note is outstanding, the Note Trustee shall not be bound to act at the
direction of the Class B Noteholders unless (A) to do so would not, in the opinion of the Note
Trustee, be materially prejudicial to the interests of the Class A Noteholders, or (B) such action is
sanctioned by, or the Note Trustee has also been directed to take such action by, an Extraordinary
Resolution of the Class A Noteholders, or by a direction in writing signed by the holders of at least
25 per cent. in aggregate of the Principal Amount Outstanding of the Class A Notes then
outstanding provided that, if the Principal Amount Outstanding of the Class A Notes is then less
than 10 per cent. of the Principal Amount Outstanding of such class as at the Closing Date, the
Class A Notes shall not be considered “outstanding” for the purposes of this Condition 11(b)(i)
(Enforcement) but shall be treated as Class B Notes and shall vote with the Class B Notes as a
single class for the purpose of any such Extraordinary Resolution or written direction as is referred
to in paragraph (a) above;
(ii) for so long as any Class A Note or Class B Note is outstanding, the Note Trustee shall not be
bound to act at the direction of the Class C Noteholders unless (A) to do so would not, in the
opinion of the Note Trustee, be materially prejudicial to the respective interests of the Class A
Noteholders and the Class B Noteholders or (B) such action is sanctioned by, or the Note Trustee
has also been directed to take such action by, an Extraordinary Resolution of each of the Class A
Noteholders and the Class B Noteholders or by a direction in writing signed by the holders of at
least 25 per cent. in aggregate of the Principal Amount Outstanding of each of the Class A Notes
and the Class B Notes then outstanding provided that, if the Principal Amount Outstanding of the
Class B Notes is then less than 10 per cent. of the Principal Amount Outstanding of such class as at
the Closing Date, the Class B Notes shall not be considered “outstanding” for the purposes of this
Condition 11(b)(ii) (Enforcement) but shall be treated as Class C Notes and shall vote with the
Class C Notes as a single class for the purpose of any such Extraordinary Resolution or written
direction as is referred to in paragraph (a) above;
(iii) for so long as any Class A Note, Class B Note or Class C Note is outstanding, the Note Trustee
shall not be bound to act at the direction of the Class D Noteholders unless (A) to do so would not,
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in the opinion of the Note Trustee, be materially prejudicial to the respective interests of the Class
A Noteholders, the Class B Noteholders and the Class C Noteholders or (B) such action is
sanctioned by, or the Note Trustee has also been directed to take such action by, an Extraordinary
Resolution of each of the Class A Noteholders, the Class B Noteholders and the Class C
Noteholders or by a direction in writing signed by the holders of at least 25 per cent. in aggregate
of the Principal Amount Outstanding of each of the Class A Notes, the Class B Notes and the Class
C Notes then outstanding provided that, if the Principal Amount Outstanding of the Class C Notes
is then less than 10 per cent. of the Principal Amount Outstanding of such class as at the Closing
Date, the Class C Notes shall not be considered “outstanding” for the purposes of this Condition
11(b)(iii) (Enforcement) but shall be treated as Class D Notes and shall vote with the Class D
Notes as a single class for the purpose of any such Extraordinary Resolution or written direction as
is referred to in paragraph (a) above;
(iv) for so long as any Class A Note, Class B Note, Class C Note or Class D Note is outstanding, the
Note Trustee shall not be bound to act at the direction of the Class E Noteholders unless (A) to do
so would not, in the opinion of the Note Trustee, be materially prejudicial to the respective
interests of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders and the
Class D Noteholders or (B) such action is sanctioned by, or the Note Trustee has also been directed
to take such action by, an Extraordinary Resolution of each of the Class A Noteholders, the Class
B Noteholders, the Class C Noteholders and the Class D Noteholders or by a direction in writing
signed by the holders of at least 25 per cent. in aggregate of the Principal Amount Outstanding of
each of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes then
outstanding provided that, if the Principal Amount Outstanding of the Class D Notes is then less
than 10 per cent. of the Principal Amount Outstanding of such class as at the Closing Date, the
Class D Notes shall not be considered “outstanding” for the purposes of this Condition 11(b)(iv)
(Enforcement) but shall be treated as Class E Notes and shall vote with the Class E Notes as a
single class for the purpose of any such Extraordinary Resolution or written direction as is referred
to in paragraph (a) above; and
(v) at no time shall the Note Trustee be bound to act at the direction or request of the Class X
Noteholders or the Class V Noteholders.
(c) No Noteholder shall be entitled to proceed directly against the Issuer or any other party to the
Transaction Documents or to enforce the Issuer Security unless the Note Trustee, having become
bound to do so, fails to do so within a reasonable period and such failure shall be continuing provided
that: (i) no Class B Noteholder, Class C Noteholder, Class D Noteholder or Class E Noteholder for so
long as any Class A Notes are outstanding; (ii) no Class C Noteholder, Class D Noteholder or Class E
Noteholder for so long as any Class A Note or any Class B Note is outstanding; (iii) no Class D
Noteholder or Class E Noteholder for so long as any Class A Note, any Class B Note or any Class C
Note is outstanding, (iv) no Class E Noteholder for so long as any Class A Note, any Class B Note, any
Class C Note or any Class D Note is outstanding and (v) in any event, no Class X Noteholder or Class
V Noteholder shall be entitled to take proceedings for the winding up, liquidation, examination or
administration of the Issuer. The Note Trustee cannot, while any of the Notes are outstanding, be
required to enforce the Issuer Security at the request of any other Secured Party under the Deed of
Charge and Assignment.
(d) If the net proceeds of realisation of, or enforcement with respect to, the Issuer Security are not
sufficient to discharge all of the Issuer’s obligations secured thereby, the Issuer’s other assets will not
be available for payment of any shortfall arising therefrom, which shortfall will be borne in accordance
with the provisions of these Conditions and the Deed of Charge and Assignment. All claims in respect
of such shortfall, after realisation of or enforcement with respect to all of the Issuer Security, shall be
extinguished and the Note Trustee, the Noteholders and the other Secured Parties shall have no further
claim against the Issuer in respect of such unpaid amounts. Each Noteholder, by subscribing for or
purchasing Notes, as applicable, is deemed to acknowledge and accept that it is fully aware that, in the
event of an enforcement of the Issuer Security, (i) its right to obtain repayment in full is limited to the
Issuer Security and (ii) the Issuer will have duly and entirely fulfilled its payment obligations by
making available to each Noteholder its relevant proportion of the proceeds of realisation or
enforcement of the Issuer Security in accordance with these Conditions and the Deed of Charge and
Assignment, and all claims in respect of any shortfall will be extinguished.
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(e) The enforcement of the security interests over the Jersey Assigned Property is subject to the Security
Interests (Jersey) Law 1983, as amended, as further provided in the Deed of Charge and Assignment.
“Jersey Assigned Property” shall have the meaning given to such term in Clause 3.1(b) of the Deed of
Charge and Assignment.
12. Meetings of Noteholders, Modification and Waiver and Substitution
(a) The Note Trust Deed contains provisions for convening meetings of each of the Class A Noteholders,
the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E
Noteholders to consider any matter affecting their interests including the sanctioning by Extraordinary
Resolution of, among other things, the removal of the Note Trustee or modification of the Notes or the
Note Trust Deed (including these Conditions) and/or the provisions of any of the other Transaction
Documents. The Class X Noteholders and Class V Noteholders shall not be entitled to convene or
attend meetings or to pass resolutions (including Extraordinary Resolutions). The Rating Agencies
shall be entitled to attend all meetings of Noteholders.
(b) An Extraordinary Resolution of the Class A Noteholders shall be binding on all the Class X
Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E
Noteholders and the Class V Noteholders irrespective of the effect upon them, except that no
Extraordinary Resolution of the Class A Noteholders to sanction a modification (including a Basic
Terms Modification (as defined in Condition 12(k) (Meetings of Noteholders, Modification and Waiver
and Substitution)) of, or a waiver or authorisation of any breach or proposed breach of, any of the
provisions of, the Note Trust Deed, these Conditions or any of the other Transaction Documents, shall
take effect unless such Extraordinary Resolution shall have been sanctioned by an Extraordinary
Resolution of each of the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and
the Class E Noteholders or it shall not, in the opinion of the Note Trustee, in its sole discretion, be
materially prejudicial to the respective interests of the Class B Noteholders, the Class C Noteholders,
the Class D Noteholders and the Class E Noteholders.
(c) An Extraordinary Resolution of the Class B Noteholders (other than as referred to in Condition 12(b)
(Meetings of Noteholders, Modification and Waiver and Substitution)) shall not be effective for any
purpose unless:
(i) the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the
Class A Noteholders (and for greater certainty, an Extraordinary Resolution (other than as referred
to in Condition 12(b) (Meetings of Noteholders, Modification and Waiver and Substitution))
relating to a Basic Terms Modification shall be materially prejudicial to the interests of the Class A
Noteholders); or
(ii) in the case of the Class A Notes, it is sanctioned by an Extraordinary Resolution of the Class A
Noteholders; or
(iii) none of the Class A Notes remains outstanding.
Subject thereto, an Extraordinary Resolution of the Class B Noteholders shall be binding on the Class
X Noteholders, the Class C Noteholders, the Class D Noteholders, the Class E Noteholders and the
Class V Noteholders irrespective of the effect on them, except that no Extraordinary Resolution of the
Class B Noteholders to sanction a modification (including a Basic Terms Modification (as defined in
Condition 12(k) (Meetings of Noteholders, Modification and Waiver and Substitution))) of, or a waiver
or authorisation of any breach or proposed breach of, any of the provisions of the Note Trust Deed,
these Conditions or any of the other Transaction Documents shall be binding unless it shall have been
sanctioned by an Extraordinary Resolution of each of the Class C Noteholders, the Class D
Noteholders and the Class E Noteholders, or it shall not, in the opinion of the Note Trustee, in its sole
discretion, be materially prejudicial to the respective interests of the Class C Noteholders, the Class D
Noteholders and the Class E Noteholders.
(d) An Extraordinary Resolution of the Class C Noteholders (other than as referred to in Condition 12(b)
(Meetings of Noteholders, Modification and Waiver and Substitution) or 12(c) (Meetings of
Noteholders, Modification and Waiver and Substitution)) shall not be effective for any purpose unless:
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(i) the Note Trustee is of the opinion that it would not be materially prejudicial to the interests of the
Class A Noteholders and/or the Class B Noteholders (and for greater certainty, an Extraordinary
Resolution (other than as referred to in Condition 12(b) (Meetings of Noteholders, Modification
and Waiver and Substitution) or 12(c) (Meetings of Noteholders, Modification and Waiver and
Substitution)) relating to a Basic Terms Modification shall be materially prejudicial to the interests
of the Class A Noteholders and/or the Class B Noteholders); or
(ii) in the case of the Class A Notes and the Class B Notes, it is sanctioned by an Extraordinary
Resolution of each of the Class A Noteholders and the Class B Noteholders; or
(iii) none of the Class A Notes and the Class B Notes remains outstanding.
Subject thereto, an Extraordinary Resolution of the Class C Noteholders shall be binding on the Class
X Noteholders, the Class D Noteholders, the Class E Noteholders and the Class V Noteholders
irrespective of the effect on them except that no Extraordinary Resolution of the Class C Noteholders to
sanction a modification of (including a Basic Terms Modification (as defined in Condition 12(k)
(Meetings of Noteholders, Modification and Waiver and Substitution))), or a waiver or authorisation of
any breach or proposed breach of, any of the provisions of the Note Trust Deed, these Conditions or
any of the other Transaction Documents shall be binding unless it shall have been sanctioned by an
Extraordinary Resolution of each of the Class D Noteholders and the Class E Noteholders, or it shall
not, in the opinion of the Note Trustee, in its sole discretion, be materially prejudicial to the respective
interests of the Class D Noteholders and the Class E Noteholders.
(e) An Extraordinary Resolution of the Class D Noteholders (other than as referred to in Condition 12(b)
(Meetings of Noteholders, Modification and Waiver and Substitution), 12(c) (Meetings of Noteholders,
Modification and Waiver and Substitution) or 12(d) (Meetings of Noteholders, Modification and
Waiver and Substitution) shall not be effective for any purpose unless:
(i) the Note Trustee is of the opinion that it would not be materially prejudicial to the respective
interests of the Class A Noteholders and/or the Class B Noteholders and/or the Class C
Noteholders (and for greater certainty, an Extraordinary Resolution (other than as referred to in
Condition 12(b) (Meetings of Noteholders, Modification and Waiver and Substitution)), 12(c)
(Meetings of Noteholders, Modification and Waiver and Substitution) or 12(d) (Meetings of
Noteholders, Modification and Waiver and Substitution)) relating to a Basic Terms Modification
shall be materially prejudicial to the interests of the Class A Noteholders and/or the Class B
Noteholders and/or the Class C Noteholders); or
(ii) in the case of the Class A Notes, the Class B Notes and the Class C Notes, it is sanctioned by an
Extraordinary Resolution of each of the Class A Noteholders, the Class B Noteholders and the
Class C Noteholders; or
(iii) none of the Class A Notes, the Class B Notes and the Class C Notes remains outstanding.
Subject thereto, an Extraordinary Resolution of the Class D Noteholders shall be binding on the Class
X Noteholders, the Class E Noteholders and the Class V Noteholders irrespective of the effect on them
except that no Extraordinary Resolution of the Class D Noteholders to sanction a modification of
(including a Basic Terms Modification (as defined in Condition 12(k) (Meetings of Noteholders,
Modification and Waiver and Substitution))) or a waiver or authorisation of any breach or proposed
breach of, any of the provisions of the Note Trust Deed, these Conditions or any of the other
Transaction Documents shall be binding unless it shall have been sanctioned by an Extraordinary
Resolution of the Class E Noteholders, or it shall not, in the opinion of the Note Trustee, in its sole
discretion, be materially prejudicial to the respective interests of the Class E Noteholders.
(f) An Extraordinary Resolution of the Class E Noteholders (other than as referred to in Condition 12(b)
(Meetings of Noteholders, Modification and Waiver and Substitution), 12(c) (Meetings of Noteholders,
Modification and Waiver and Substitution), 12(d) (Meetings of Noteholders, Modification and Waiver
and Substitution) or 12(e) (Meetings of Noteholders, Modification and Waiver and Substitution)) shall
not be effective for any purpose unless:
(i) the Note Trustee is of the opinion that it would not be materially prejudicial to the respective
interests of the Class A Noteholders and/or the Class B Noteholders and/or the Class C
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Noteholders and/or the Class D Noteholders (and for greater certainty, an Extraordinary Resolution
(other than as referred to in Condition 12(b) (Meetings of Noteholders, Modification and Waiver
and Substitution), 12(c) (Meetings of Noteholders, Modification and Waiver and Substitution),
12(d) (Meetings of Noteholders, Modification and Waiver and Substitution) or 12(e) (Meetings of
Noteholders, Modification and Waiver and Substitution)) relating to a Basic Terms Modification
shall be materially prejudicial to the respective interests of the Class A Noteholders and/or the
Class B Noteholders and/or the Class C Noteholders and/or the Class D Noteholders; or
(ii) in the case of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, it is
sanctioned by an Extraordinary Resolution of each of the Class A Noteholders, the Class B
Noteholders, the Class C Noteholders and the Class D Noteholders; or
(iii) none of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes remains
outstanding.
Subject thereto, an Extraordinary Resolution of the Class E Noteholders shall be binding on the Class
X Noteholders and the Class V Noteholders irrespective of the effect on them.
(g) Notwithstanding the foregoing, no Extraordinary Resolution to authorise or sanction a modification
(including a Basic Terms Modification (as defined in Condition 12(k) (Meetings of Noteholders,
Modification and Waiver and Substitution)) of, or a waiver or authorisation of any breach or proposed
breach of any provisions of the Note Trust Deed, these Conditions or any of the Transaction
Documents shall be effective unless such Extraordinary Resolution shall not in the opinion of the Note
Trustee, in its sole discretion, be materially prejudicial to the interests of the Class X Noteholders or the
Class V Noteholders.
(h) Subject as provided below, the quorum at any meeting of the Noteholders of any class of Noteholders
for passing an Extraordinary Resolution shall be one or more persons present holding or representing a
clear majority in Principal Amount Outstanding of the Notes of such class for the time being
outstanding or, at any adjourned meeting, one or more persons being or representing Noteholders of
such class whatever the Principal Amount Outstanding of Notes so held or represented.
The quorum at any meeting of the Noteholders of any class of Noteholders for passing an
Extraordinary Resolution (i) sanctioning a modification of the date of maturity of the Notes (or any of
them); (ii) which would have the effect of postponing any day for the payment of interest on or
principal of the Notes (or any of them); (iii) which would have the effect of increasing, reducing or
cancelling the amount of principal or the rate of interest payable in respect of the Notes (or any of
them); (iv) which would have the effect of modifying the method of calculating the amount payable or
the date of payment or the priority of payment in respect of any interest or principal in respect of the
Notes (or any of them); (v) modifying or which would have the effect of modifying the definition of
“Basic Terms Modification”; (vi) altering the currency of payment of the Notes (or any of them); (vii)
which would have the effect of altering the quorum or majority required to pass an Extraordinary
Resolution; or (viii) which would have the effect of releasing, or modifying any provisions in respect
of, the Issuer Security (or any part thereof) (each, a “Basic Terms Modification”) shall be one or more
persons present holding Notes of such class or voting certificates in respect thereof or being proxies
representing not less than 75 per cent. of the Principal Amount Outstanding of the Notes of the relevant
class for the time being outstanding, or at any adjourned such meeting, not less than 33⅓ per cent. of
the Principal Amount Outstanding of the Notes of the relevant class for the time being outstanding.
The foregoing notwithstanding, the implementation of any Basic Terms Modifications will be subject
to the receipt of written confirmation from each Rating Agency then rating the Notes that the then
current ratings of each class of Notes rated thereby will not be qualified, downgraded or withdrawn as a
result of such modification. Additionally, written notice of such modifications shall be provided to the
Irish Stock Exchange.
An Extraordinary Resolution passed at any meeting of the Noteholders of any class shall be binding on
all Noteholders of such class whether or not they are present at such meeting.
(i) The Note Trustee may agree, without the consent of the Noteholders of any class, (i) to any
modification (except a Basic Terms Modification) of, or to any waiver or authorisation of any breach or
proposed breach of, the Notes, the Note Trust Deed (including these Conditions) or any of the other
Transaction Documents (except any breach or proposed breach in respect of a provision, the
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modification of which would constitute a Basic Terms Modification) which, in the opinion of the Note
Trustee, is not materially prejudicial to the interests of the Noteholders of any class or (ii) to any
modification of the Notes, the Note Trust Deed (including these Conditions) or any of the other
Transaction Documents which, in the opinion of the Note Trustee, is to correct a manifest error or a
proven (to the satisfaction of the Note Trustee) error or is of a formal, minor or technical nature and the
Note Trustee may also, without the consent of the Noteholders of any class, determine that a Note
Event of Default shall, or shall not subject to specified conditions, be treated as such if such
determination is not, in the opinion of the Note Trustee, materially prejudicial to the interests of the
Noteholders of any class; provided always that the Note Trustee shall not exercise such powers of
modification, waiver, authorisation or determination in contravention of any express written direction
given by the Eligible Noteholders or by an Extraordinary Resolution of the most senior class of
Noteholders (other than the Class X Noteholders or the Class V Noteholders) then outstanding
(provided that no such direction shall affect any modification, authorisation, waiver or determination
previously made or given). Any such modification, waiver, authorisation or determination shall be
binding on the Noteholders and, unless the Note Trustee agrees otherwise, any such modification shall
be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 15 (Notice
to Noteholders).
(j) Where the Note Trustee is required, in connection with the exercise of its powers, trusts, authorities,
duties and discretions under or in relation to the Note Trust Deed, the Notes, the Conditions or any
other Transaction Documents, to have regard to the interests of the Noteholders or, as the case may be,
the Noteholders of any class, it shall have regard to the interests of such Noteholders as a class and, in
particular, but without prejudice to the generality of the foregoing, the Note Trustee shall not have
regard to, or be in any way liable for, the consequences of such exercise for individual Noteholders
resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory and the Note Trustee shall not be entitled to
require, nor shall any Noteholder be entitled to claim, from the Issuer or the Note Trustee or any other
person, any indemnification or payment in respect of any tax consequence of any such exercise upon
individual Noteholders.
(k) The Note Trustee shall be entitled to determine, for the purposes of exercising any power, trust,
authority, duty or discretion under or in relation to the Note Trust Deed, these Conditions or any of the
other Transaction Documents, that such exercise will not be materially prejudicial to the interests of the
Noteholders or any class of Noteholders. In making a determination whether or not any event, matter
or thing is, in its opinion, materially prejudicial to the interests of the Noteholders or any class of
Noteholders, the Note Trustee shall be entitled to take into account, among other things, any
confirmation (whether or not addressed to the Note Trustee) by the Rating Agencies (if available) that
the then current rating of the Notes of each relevant class would, or, as the case may be, would not, be
adversely affected by such event, matter or thing.
(l) The Note Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution
in place of the Issuer (or of any previous substitute under this condition) as the principal debtor in
respect of the Notes and the Note Trust Deed of another body corporate (being a single purpose
vehicle) provided that each Rating Agency then rating the Notes has confirmed in writing to the Note
Trustee that the then current ratings of each class of Notes rated thereby will not be qualified,
downgraded or withdrawn as a result of such substitution, and provided further that such substitution
would not in the opinion of the Note Trustee be materially prejudicial to the interests of the
Noteholders of any class and subject to certain other conditions set out in the Note Trust Deed being
complied with or to be complied with (or suitable arrangements in place to ensure compliance with
such conditions). In the case of substitution of the Issuer (or of any such previous substitute), the Irish
Stock Exchange shall be notified of such substitution, a supplemental offering circular will be prepared
and filed with the Irish Stock Exchange and notice of the substitution will be given to the Noteholders
in accordance with Condition 15 (Notice to Noteholders) as soon as practicable thereafter.
(m) Notwithstanding the foregoing provisions of this Condition 12 (Meetings of Noteholders, Modification
and Waiver and Substitution), where pursuant to the terms of this Condition 12, an Extraordinary
Resolution passed by any class of Notes binds any more junior class or classes of Notes, if the Principal
Amount Outstanding of such senior class of Notes has been reduced to less than 10 per cent. of the
Principal Amount Outstanding of such class as at the Closing Date, such senior class of Notes shall not
be considered as outstanding for the purposes of this Condition, the power of passing such an
Extraordinary Resolution binding any more junior class or classes of Notes shall pass to the next most
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senior class of Notes then outstanding (other than the Class X Notes and the Class V Notes) and the
holders of the Notes of such first-mentioned senior class shall for the purposes of passing such an
Extraordinary Resolution be counted as a single class with such next most senior class of Notes then
outstanding.
13. Indemnification and Exoneration of the Note Trustee
The Note Trust Deed, the Deed of Charge and Assignment, the Servicing Agreement and certain of the
other Transaction Documents contain provisions governing the responsibility (and relief from
responsibility) of the Note Trustee and for its indemnification in certain circumstances, including provisions
relieving it from taking enforcement proceedings or enforcing the Issuer Security unless indemnified and/or
secured to its satisfaction. The Note Trustee will not be responsible for any loss, expense or liability which
may be suffered as a result of any assets comprised in the Issuer Security, or any deeds or documents of title
thereto, being uninsured or inadequately insured or being held by or to the order of other parties to the
Transaction Documents, clearing organisations or their operators or by intermediaries such as banks,
brokers, depositories, warehousemen or other similar persons whether or not on behalf of the Note Trustee.
The Note Trustee will remain liable for any loss, expense or liability which may be suffered as a result of its
negligence, fraud or wilful error.
The Note Trust Deed and the Deed of Charge and Assignment contain provisions pursuant to which the
Note Trustee or any of its related companies is entitled, among other things, (i) to enter into business
transactions with the Issuer and or any other person who is a party to the Transaction Documents or whose
obligations are comprised in the Issuer Security and/or any of their subsidiary or associated companies and
to act as trustee for the holders of any other securities issued by or relating to the Issuer and/or any other
person who is a party to the Transaction Documents or whose obligations are comprised in the Issuer
Security and/or any of their subsidiary or associated companies, (ii) to exercise and enforce its rights,
comply with its obligations and perform its duties under or in relation to any such transactions or, as the
case may be, any such trusteeship without regard to the interests of the Noteholders or any other Secured
Party, and (iii) to retain and not be liable to account for any profit made or any other amount or benefit
received thereby or in connection therewith.
The Deed of Charge and Assignment provides that the Note Trustee shall accept without investigation,
requisition or objection such right and title as the Issuer may have to the Issuer’s property secured pursuant
to the Deed of Charge and Assignment and the other Transaction Documents and shall not be bound or
concerned to examine such right and title, and the Note Trustee shall not be liable for any defect or failure
in the right or title of the Issuer to the property secured pursuant to the Transaction Documents whether
such defect or failure was known to the Note Trustee or might have been discovered upon examination or
enquiry and whether capable of remedy or not. The Note Trustee has no responsibility in relation to the
validity, sufficiency and enforceability of the Issuer Security. The Note Trustee will not be obliged to take
any action which might result in its incurring personal liabilities unless indemnified and/or secured to its
satisfaction or to supervise the performance by the Servicer, the Special Servicer, the Cash Manager, the
Advance Provider, the Backup Advance Provider, the Swap Provider, the Paying Agents or any other
person of their obligations under the Transaction Documents and the Note Trustee shall assume, until it has
actual knowledge or express notice to the contrary, that all such persons are properly performing their
duties, notwithstanding that the Issuer Security (or any part thereof) may, as a consequence, be treated as
floating rather than fixed security.
14. Replacement of Global Notes and Definitive Notes
If any Global Note or Definitive Note is mutilated, defaced, lost, stolen or destroyed, it may be replaced at
the specified office of any Paying Agent or the Registrar upon payment by the claimant of the expenses
incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer,
the Paying Agent, the Registrar or the Note Trustee may reasonably require. Mutilated or defaced Global
Notes or Definitive Notes must be surrendered before replacements will be issued.
15. Notice to Noteholders
(a) All notices, other than notices given in accordance with the following paragraphs of this Condition 15
(Notice to Noteholders), to Noteholders shall be deemed to have been validly given if published in a
leading daily newspaper printed in the English language and with general circulation in Dublin (which
is expected to be The Irish Times) or, if that is not practicable, in such English language newspaper or
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newspapers as the Note Trustee shall approve having a general circulation in Ireland and the rest of
Europe. Any such notice shall be deemed to have been given on the date of such publication or, if
published more than once or on different dates, on the first date on which publication shall have been
made in the newspaper or newspapers in which publication is required. For so long as the Notes of any
class are represented by Global Notes, notices to Noteholders will be validly given if published as
described above or, for so long as the Notes are listed on the Irish Stock Exchange and the rules of the
Irish Stock Exchange so allow, if delivered to the Common Depository for communication by it to
Euroclear and/or Clearstream, Luxembourg for communication by them to their participants and for
communication by such participants to entitled accountholders. Any notice delivered to Euroclear
and/or Clearstream, Luxembourg as aforesaid shall be deemed to have been given on the day on which
it is delivered to the Common Depository.
(b) Any notice specifying a Payment Date, a Rate of Interest, a Class X Interest Rate, a Class V Interest
Rate, an Interest Amount, a Note Factor or a Principal Amount Outstanding shall be deemed to have
been duly given if the information contained in such notice appears on the relevant page of the Reuters
Screen or such other medium for the electronic display of data as may be previously approved in
writing by the Note Trustee and notified to the Noteholders pursuant to Condition 15(a) (Notice to
Noteholders). Any such notice shall be deemed to have been given on the first date on which such
information appeared on the relevant screen. If it is impossible or impractical to give notice in
accordance with this paragraph then notice of the matters referred to in this paragraph shall be given in
accordance with Condition 15(a) (Notice to Noteholders). The Cash Manager may give Statements to
Noteholders and notice of an NAI Amount, a Note Factor or the NAI through its website, which is
initially located at www.etrustee.net.
(c) A copy of each notice given in accordance with this Condition 15 (Notice to Noteholders) shall be
provided to (for so long as the Notes of any class are listed on the Irish Stock Exchange) the Company
Announcements Office of the Irish Stock Exchange, to Moody’s Investor Service Limited
(“Moody’s”), Standard & Poor’s Ratings Services (a division of The McGraw-Hill Companies, Inc.)
(“S&P”) and Fitch Ratings Ltd. (“Fitch” and together with S&P and Moody’s, the “Rating
Agencies”) to which reference in these Conditions shall include any additional or replacement rating
agency appointed by the Issuer to provide a credit rating in respect of the Notes or any class thereof).
For the avoidance of doubt, and unless the context otherwise requires, all references to rating and
ratings in these Conditions shall be deemed to be references to the ratings assigned by the Rating
Agencies.
(d) The Note Trustee shall be at liberty to sanction some other method of giving notice to the Noteholders
or to a class or category of them if, in its opinion, such other method is reasonable having regard to
market practice then prevailing and to the requirements of the stock exchange on which the Notes are
then listed and provided that notice of such other method is given to the Noteholders in such manner as
the Note Trustee shall require.
16. Subordination
Subject to Conditions 6(a) (Final Redemption), 6(b) (Mandatory Redemption from Principal Distribution
Amounts, Sequential Principal Distribution Amounts and Pro Rata Principal Distribution Amounts), 6(c)
(Mandatory Redemption for Tax Reasons), 6(d) (Mandatory Redemption upon Exercise of Call Option), 10
(Note Events of Default) and 11 (Enforcement), while any Class A Notes are outstanding, the Class B
Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholder, shall not be
entitled to any repayment of principal in respect of the Class B Notes, the Class C Notes, the Class D Notes
and the Class E Notes, respectively. Subject to Conditions 6(a), 6(b), 6(c), 6(d), 10 and 11, while any Class
B Notes are outstanding, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders
will not be entitled to any repayment of principal in respect of the Class C Notes, the Class D Notes or the
Class E Notes, respectively. Subject to Conditions 6(a), 6(b), 6(c), 6(d), 10 and 11, while any Class C
Notes are outstanding, the Class D Noteholders and the Class E Noteholders shall not be entitled to any
repayment of principal in respect of the Class D Notes or the Class E Notes respectively. Subject to
Conditions 6(a), 6(b), 6(c), 6(d), 10 and 11, while any Class D Notes are outstanding, the Class E
Noteholders shall not be entitled to any repayment of principal in respect of the Class E Notes. Subject to
Condition 6(h) (Mandatory Redemption in part of the Class X Notes and Class V Notes), while any Class A
Notes, Class B Notes, Class C Notes, Class D Notes or Class E Notes are outstanding, the Class X
Noteholders and the Class V Noteholders shall not be entitled to any repayment of principal in respect of
the Class X Notes and the Class V Notes, respectively.
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17. Privity of Contract
The Notes do not confer any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Notes, but this does not affect any right or remedy of a third party which exists or is available
apart from the Contracts (Rights of Third Parties) Act 1999.
18. Governing Law
The Note Trust Deed, the Deed of Charge and Assignment, the Agency Agreement, the other Transaction
Documents and the Notes are governed by, and shall be construed in accordance with, English law other
than: the Corporate Services Agreement, which is governed by and shall be construed in accordance with
the laws of Ireland; and certain aspects of Transaction Documents are or will be governed by Scots law,
Northern Irish law or Jersey law to the extent that such aspects relate to assets located in Scotland, Northern
Ireland or Jersey or governed by the laws of Scotland, Northern Ireland or Jersey.
19. U.S. Tax Treatment and Provision of Information
(a) It is the intention of the Issuer, each Noteholder and beneficial owner (“Owner”) of an interest in the
Notes that the Notes will be indebtedness of the Issuer for United States federal, state and local income
and franchise tax purposes and for the purposes of any other United States federal, state and local tax
imposed on or measured by income (the “Intended U.S. Tax Treatment”).
To the extent applicable and absent a final determination by the United States Internal Revenue Service
(“IRS”) to the contrary, the Issuer will treat the Notes as debt for purposes of United States federal,
state and local income or franchise taxes and any other United States federal, state and local taxes
imposed on or measured by income. In addition, each Noteholder and Owner, by acceptance of a Note,
or a beneficial interest therein, agree to treat the Notes, for purposes of United States federal, state and
local income or franchise taxes and any other United States federal, state and local taxes imposed on or
measured by income, in a manner consistent with the Intended U.S. Tax Treatment and to report the
Notes on all applicable tax returns in a manner consistent with such treatment, unless there has been a
final determination by the IRS that such treatment is improper.
(b) For so long as any Notes remain outstanding and are “restricted securities” (as defined in Rule
144(a)(3) under the Securities Act), the Issuer shall, during any period in which it is neither subject to
Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting pursuant to rule 12g3-2(b)
thereunder, furnish, at its expense, to any holder of, or Owner of an interest in, such Notes in
connection with any resale thereof and to any prospective purchaser designated by such holder or
Owner, in each case upon request, the information specified in, and meeting the requirements of, Rule
144A(d)(4) under the Securities Act.
20. Controlling Class
The Controlling Class, from time to time, may appoint not more than one Noteholder of such class to be
their adviser for the purposes of this Condition (each such person, a “Controlling Class Representative”).
The Controlling Class Representative shall be entitled to exercise all of the rights, powers and discretions
given to it pursuant to the Servicing Agreement as it sees fit. At no time may the Controlling Class
Representative be a Class X Noteholder or a Class V Noteholder or a Borrower or an entity affiliated with a
Borrower.
The appointment of the Controlling Class Representative will be effective upon receipt by each of the
Issuer, the Note Trustee, the Servicer and the Special Servicer of written notice of such appointment by
holders of more than 50 per cent. in aggregate Principal Amount Outstanding of the Controlling Class. The
appointment by the Controlling Class does not need to be made pursuant to an Extraordinary Resolution.
All members of the Controlling Class are permitted to participate in the election of a Controlling Class
Representative.
The Controlling Class may terminate the appointment of the Controlling Class Representative at any time
and appoint a successor in the same manner as the election of the Controlling Class Representative.
The Controlling Class Representative may retire by giving not less than 21 days’ notice in writing to the
Noteholders of the Controlling Class (in accordance with the terms of Condition 15 (Notice to
Noteholders)), the Note Trustee, the Servicer and the Special Servicer.
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Until a Controlling Class Representative is appointed, if a Controlling Class which has appointed a
Controlling Class Representative ceases to meet the Controlling Class Test, or if an existing Controlling
Class Representative resigns or is removed by the relevant Controlling Class and a successor has not been
appointed, there shall be no Controlling Class Representative.
Where:
“Controlling Class” means the most junior class of Notes (other than at any time the Class X Notes or the
Class V Notes) outstanding from time to time which meets the Controlling Class Test.
A class of Notes shall meet the “Controlling Class Test” if such Class of Notes’ Proportion Ratio is not
less than 25 per cent. of its Proportion Ratio as at the Closing Date, as determined by the Cash Manager. If
no class satisfies this requirement, the Controlling Class will be the most junior class of Notes then
outstanding (other than Class X Notes and Class V Notes). The Note Trustee shall determine which class
of Notes meets the Controlling Class Test and shall notify the Servicer and Special Servicer accordingly.
The “Proportion Ratio” for any Class of Notes as at any date of calculation is the ratio of its Principal
Amount Outstanding to the Principal Amount Outstanding of all of the Notes.
Each Noteholder acknowledges and agrees, by its purchase of the Notes, that:
(a) the Controlling Class Representative may have special relationships and interests that conflict with
those of the holders of one or more other classes of the Notes;
(b) the Controlling Class Representative may act solely in the interests of the Controlling Class;
(c) the Controlling Class Representative does not have any duties to any Noteholders other than the
Controlling Class;
(d) the Controlling Class Representative may take actions that favour the interests of the Noteholders of
the Controlling Class over the interests of the other Noteholders;
(e) the Controlling Class Representative will not be deemed to have been negligent or reckless, or to have
acted in bad faith or engaged in wilful misconduct, by reason only of its having acted solely in the
interests of the Controlling Class; and
(f) the Controlling Class Representative will have no liability whatsoever for having acted solely in the
interests of the Controlling Class, and no holder of any other class of Notes may take any action
whatsoever against the Controlling Class Representative for having so acted.
21. Limited Recourse
The ability of the Issuer to meet its obligations under the Notes will depend on payments received by it
under the Libra Loan and (if applicable) Advances received under the Servicing Agreement. In the event of
non-payment, the only remedy for recovering amounts due on the Notes is through enforcement of the
Issuer Security. If the Issuer Security is enforced, the proceeds of enforcement may be insufficient to pay
all principal and interest due on the Notes, and neither the Note Trustee nor the Noteholders may take any
further steps against the Issuer in respect of amounts payable on the Notes and all such claims against the
Issuer shall be extinguished and discharged.
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OFFERING EXPENSES
Fees and expenses relating to the issuance of the Notes are expected to be approximately £3,000,000. The
fees in relation to the application for admission of the Notes to the Official List of the Irish Stock Exchange and
to trading on its regulated market will be approximately €6,500.
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Certain Matters of English Law
CERTAIN ASPECTS OF THE LIBRA LOAN
The following is an outline of certain aspects of English law and practice relevant to lending on a secured
basis over English real property. This is not a complete summary of currently applicable English law or
practice, and should not be treated as a substitute for professional advice. Prospective Noteholders who are in
any doubt as to any matter described in this Offering Circular should consult their own professional advisers.
Security Under English Law
Mortgages. English law security over real property typically takes the form of fixed legal charges (i.e.
charges by way of legal mortgage). Title to most English property is registered at the Land Registry, but if title
to a particular property is unregistered, the granting of the charge will oblige the property owner to register its
title at the Land Registry. Charges over real property in England and Wales created by English companies must
be registered both at the Land Registry and at Companies House (i.e. with the Registrar of Companies). Failure
to register the charge at the Land Registry will result in the charge being a mere equitable charge over which
subsequent legal charges will take priority. Failure to register at Companies House will result in the charge
being unenforceable against a liquidator, administrator or any creditor of the mortgagor.
Security over Shares. Loans in respect of commercial property in the United Kingdom are often also
secured by a mortgage over the shares in the company that owns the property. Such a mortgage is usually
accompanied by blank share transfer forms, share certificates and directors’ resignation letters, which would
allow the security trustee to complete the formalities of transferring ownership of the shares to it or its nominee
without any further involvement from the mortgagor for the purpose of causing a sale at a later date to a third
party and using the proceeds to satisfy the debt or effecting a foreclosure. Alternatively, the security trustee can
appoint a receiver to sell the shares and use the proceeds to satisfy the debt, in the manner described below
under “—Enforcement of Security—Enforcement of Security Prior to Administration, Insolvency or Bankruptcy
of Charging Entity—Receivership”.
Security over Insurances, Leases and Rent. Typical security for a mortgage loan will include security
assignments of the insurance policies covering the properties. The lender will usually require that the interests
of the security trustee be noted on the insurance policies, although on some loans the security trustee is made a
co-insured party or more rarely sole loss payee.
Similarly, security assignments of any leases of the property and all rents payable thereunder will also
usually be obtained.
Security over Bank Accounts. English law allows a special form of security known as a floating charge to
be taken over particular types of short-term business assets which are acquired and disposed of on a continuous
basis in the course of a business. One of the principal features of the floating charge is that the chargor is free to
use and dispose of the charged assets during the course of its business without the need to obtain the consent of
or otherwise involve the chargee.
Floating charges are subject to certain limitations from a lender’s perspective which are described in more
detail below. Lenders have sought to overcome these limitations by seeking to take fixed charges over such
assets. In a series of cases the English courts have laid down the principle that where the chargor of assets is
entitled to dispose of them free of the chargee’s security without the consent of the chargee, the security in
question will be a floating charge regardless of how the charge is described in the charging document.
While initially the abovementioned principles were designed in the context of assets such as the stock-intrade
of manufacturing companies, over time they were expanded to cover fluctuating credit balances in bank
accounts as these were seen to have similar features from the point of view of taking security.
In order to establish a fixed charge under English law over a bank account, the security trustee creditor must
not only have the right under the terms of the charge to control withdrawals from the account but must also
actually exercise this control in practice on an ongoing basis.
Enforcement of a charge over a bank account would usually occur through the appointment of a receiver to
realise the asset, collect funds from the account, and use them to repay the debt. See “—Enforcement of
Security” below.
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Floating Charge. A lender will typically seek floating security with respect to a loan. Floating security is an
immediate equitable charge over all or nearly all of the borrower’s existing and future assets. On an event of
default (or on any other basis specified in the charging document) a floating charge will crystallise, attaching to
the borrower’s then-existing assets and conferring priority over general creditors. Prior to crystallisation, the
floating charge is unattached to any particular property or asset and the borrower is at liberty to deal with that
property in the ordinary course of its business.
In the context of commercial property lending, mortgages and fixed charges are taken over virtually all of
the significant assets of the borrower (other than those assets secured by way of a method referred to above). As
such, the purpose of the floating charge is to “sweep up” any residual assets and assets acquired in the future,
and to protect against any of the fixed charges which have been taken proving ineffective.
Floating charges are subject to a number of significant limitations. Firstly, the nature of the charge allows
the borrower to dispose of the charged assets free of the lender’s interest. As such there is a real possibility that
there may be few or no assets subject to the charge at the time of enforcement. Secondly, a fixed charge allows
the borrower to create prior ranking fixed security over the charged assets, which would potentially defeat the
floating chargee’s interest on an enforcement. However, the terms of the central credit agreement will usually
provide for an event of default to occur if the borrower attempts to create such security. Thirdly (and most
importantly) certain amounts owing to certain unsecured creditors (“preferential creditors”) rank ahead of
floating charge creditors.
Historically there were two principal categories of preferential creditors: the Crown in respect of certain
amounts of VAT, social security contributions and excise duty, and employees of the company in respect of
unpaid salary and certain related amounts. In the context of commercial property lending, the terms of the credit
agreement will usually prohibit the borrower from having any employees and so the second category of
preferential creditors does not normally arise.
Recent changes to the Insolvency Act 1986 that were implemented by the Enterprise Act 2002 abolished
Crown preference and in its place imposed an obligation on the receiver, liquidator or administrator of a
company, which has created a floating charge over its assets, to hold aside a portion of the proceeds of
realisation of such floating security, in an amount of up to £600,000, for the satisfaction of unsecured debts in
priority to the claims of the floating charge holder (the “unsecured creditors’ fund”). See “—Administration,
Receivership, Insolvency and Bankruptcy Under English Law” and “Risk Factors—Loan Related Risks—
Enterprise Act 2002”.
Limitation on Taking Security – Registration. A fixed charge created by a company which has been
registered at Companies House within 21 days of execution of such charge and, if it relates to land, at the Land
Registry, will take priority over subsequent fixed charges, any floating charges and all unsecured creditors,
including preferred creditors and, in the event of a liquidation, will also take priority over the liquidator’s costs.
The holder of a floating charge will take priority over unsecured creditors, but will rank behind all prior and
subsequent fixed charges, the preferential creditors and the unsecured creditors’ fund. In addition, a floating
charge which has been registered at Companies House within 21 days of execution of such charge will take
priority over subsequent floating charges and all unsecured creditors (other than preferential creditors and the
unsecured creditors’ fund).
Given that English company law allows 21 days from the date of creation of a charge for it to be registered
at Companies House, there always remains a possibility that at the time of creation of a charge by a company, a
prior charge may be in existence which has not been registered. If such a prior unregistered charge is registered
at Companies House within its 21-day period it will take priority over the subsequent charge even if the
subsequent charge has been registered first.
Notice. Where the subject matter of an English charge consists of rights against a third party (an “obligor”)
such as an insurance company under an insurance contract, a bank in respect of sums standing to the credit of a
bank account or a tenant under a lease, the relative priority of competing security interests in such right will be
determined in part by reference to the date on which notice of the charge was given to the relevant obligor.
Hence a charge notice of which has been given to the relevant obligor will take (subject to the above) priority
over a charge notice of which has not been given even if the non-notified charge was created prior to the
notified one. Furthermore, where two charges have been created over the same set of rights both of which have
been notified to the relevant obligor, their relative priority will be determined by the date on which the chargees
gave notice to the relevant obligor.
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Set-Off. In addition to the above, charges over rights against obligors are subject to rights of set-off
between the obligor and the chargor. Although the giving of notice of the charge to the obligor stops most new
rights of set-off from accruing, rights of set-off which came into existence prior to the giving of notice will take
effective priority over the interests of the chargee. In addition certain rights of set-off which are fundamental to
the contract between the obligor and the chargor will continue to accrue even after the giving of notice.
Enforcement of Security
Enforcement of Security Prior to Administration, Insolvency or Bankruptcy of Charging Entity. There are
three principal methods of enforcing English law non-possessory security; foreclosure, orders of sale and
receivership.
Foreclosure. Under English law only mortgages allow foreclosure as a method of enforcement. In the
context of real property finance, these arise in relation to mortgages of the land itself and mortgages of the
shares of the property-owning company. Enforcement is available to a lender through an application to the
court for an order which vests the property in the lender. Such an order will have the effect of “foreclosing” any
interest that the related mortgagor may have in the related properties. However, in the event that a lender
forecloses on a mortgagor’s interest in a property it may be liable in respect of claims that are typically made
against the owner of such property. Therefore, the foregoing enforcement procedure is generally avoided in
relation to land.
Orders for Sale. A lender secured by a charge (including a floating charge) or a mortgage over any asset
has the right to apply to court for an order for the sale of the charged or mortgaged asset. The proceeds of sale
would be applied in satisfaction of the related chargor’s or mortgagor’s obligations under the related loan
agreement.
Receivership. Following a default under a loan or under the security granted in relation to a loan, a lender
may be able to appoint a receiver, which can be an appointment over the relevant property or over all of the
assets of a corporate borrower. The principal role of a receiver, once appointed, is to obtain satisfaction of the
debt due to the appointing creditor. A summary of the various types of receiver that could be appointed is
outlined in the section “—Administration, Receivership, Insolvency and Bankruptcy Under English Law—
Receivership”.
Enforcement of Security Upon the Administration, Insolvency or Bankruptcy of Charging Entity
Enforcement during English Administration Proceedings of Entity. The effect of the statutory moratorium
in an English administration proceeding of a company from the lender’s perspective is that he is unable to
enforce the security granted by such entity for the duration of the administration without the leave of the court or
the consent of the administrator. This might compromise the interests of the secured creditor. For example, an
administrator may decide that it is in the best interests of the creditors of the borrower to delay the sale of the
secured assets. Also, the administrator will have the ability to sell property subject to security in favour of the
creditors, but must account to the creditor for the proceeds. For more details, see “Administration, Receivership,
Insolvency and Bankruptcy Under English Law—Administrations” below.
Enforcement of Security during English Liquidation of Entity. When a winding up order has been made by
the court in respect of an English company or a provisional liquidator has been appointed, no action or
proceeding shall be proceeded with or commenced against the company or its property, except with leave of the
court and subject to such terms as the court may impose. Specific court orders can be obtained to stay any
actions or proceedings brought against the English company and its property. However, the rights of secured
creditors are unaffected and they may still enforce their security rights, for example by the appointment of a
receiver over specific property or assets of the company. See “Administration, Receivership, Insolvency and
Bankruptcy Under English Law—Liquidation” below.
Enforcement of Security during an English Bankruptcy of an Individual. If English bankruptcy proceedings
are pending or an order has been made, the court may stay any action, execution or other legal process against
the debtor/bankrupt. This does not prevent a secured creditor from enforcing his security provided that the
official receiver may on notice inspect goods, in which case enforcement before the official receiver has had a
reasonable opportunity to inspect the goods requires the leave of the court. See “Administration, Receivership,
Insolvency and Bankruptcy Under English Law—Bankruptcy” below.
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Enforcement of Security in England Upon Foreign Insolvency. The English courts are required, subject to
limited exceptions, to recognise and give effect to the opening, conduct and closure of “main” insolvency
proceedings taking place in accordance with the EC Insolvency Regulation in another Member State, as well as
judgments handed down in direct connection with such proceedings. Subject to important exceptions, including
those specified below, (i) the law of the Member State in which insolvency proceedings are opened pursuant to
the EC Insolvency Regulation is to be applied to those proceedings and is to determine their effect; and (ii) a
“liquidator” (as that term is used in the EC Insolvency Regulation) appointed in main proceedings conducted in
another Member State is empowered to remove any assets of the debtor company located in England and Wales.
It is the apparent intention of the EC Insolvency Regulation that the application of these rules be
circumscribed with respect to security interests, including fixed and floating charge security interests, over
assets or rights located in England and Wales. In particular, the EC Insolvency Regulation provides that the
opening of insolvency proceedings shall not affect the “rights in rem” of creditors or third parties in respect of
tangible or intangible, or moveable or immoveable, assets (both specific assets and collections of indefinite
assets as a whole which change from time to time) belonging to the debtor which are situated within the territory
of another Member State at the time of the opening of the proceedings.
Environmental Laws. Certain existing environmental legislation imposes liability for clean-up costs on the
owner or occupier of land where the person who caused or knowingly permitted the pollution cannot be found.
The term “owner” would include anyone with a proprietary interest in a property and as such could include a
mortgagee. Even if more than one person may have been responsible for the contamination, each person
covered by the relevant environmental laws may be held responsible for all the clean-up costs incurred.
If any environmental liability were to exist in respect of a property or an obligor, a lender should not incur
responsibility for such liability prior to enforcement of the related loan and security deed, unless it could be
established that the lender had entered into possession of the affected property or could be said to be in control
of the property. A lender who so enters into possession or controls a property is referred to as a “mortgagee in
possession”. After enforcement, the lender, if deemed to be a mortgagee in possession, or a receiver appointed
on behalf of the lender, could become responsible for environmental liabilities in respect of a property.
However, HM Government has expressly refused to state that where a borrower has become insolvent, actions
taken by a lender simply designed to preserve the property and to protect the general public should not be
regarded as making the lender a “mortgagee in possession” and therefore potentially liable.
If an environmental liability arises in relation to any property and is not remedied, or is not capable of being
remedied, this may result in an inability to sell such property or in a reduction in the price obtained for such
property, resulting in a sale at a loss. In addition, third parties may sue a current or previous owner, occupier or
operator of a site for damages and costs resulting from substances emanating from that site, and the presence of
substances on a property could result in personal-injury or similar claims by private plaintiffs.
Compulsory Purchase. Any property in the United Kingdom may at any time be compulsorily acquired by,
inter alia, a local or public authority or a governmental department, generally in connection with proposed
redevelopment or infrastructure projects.
However, if a compulsory purchase order is made in respect of a property (or part thereof), compensation
would be payable on the basis of the market value of all of the related obligor’s and the tenants’ and/or
landlord’s proprietary interests in that property at the time of the purchase. The risk to the lender is that the
amount received from the proceeds of purchase of the freehold or leasehold estate may be less than the
corresponding principal of the loan together with accrued interest to which the lender is entitled.
A further consideration is that there is often a delay between the compulsory purchase of a property and the
payment of compensation, which will largely depend upon the ability of the property owner and the entity
acquiring the property to agree on the open market value of the property.
Frustration. In exceptional circumstances, a tenancy could be frustrated under English law, with the result
that the parties need not perform any obligation arising under the relevant agreement after the frustration has
taken place. Frustration may occur where superseding events render the continuance or performance of the
agreement illegal, impossible or radically different for a party thereto, so that it would be inequitable for such an
agreement or agreements to continue.
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Leases
Duration. Commercial leases of property in the United Kingdom are typically entered into for a fixed term,
which is usually 10 to 15 years. Leases for residential tenancies tend to be of shorter duration, which is usually
one or two years in length.
Renewal Rights. In certain limited circumstances, in particular relating to the renewals of tenancies, a
tenant of a property may have legal rights to require the relevant property owner to grant it a lease, for example
pursuant to the Landlord and Tenant Act 1954 or the Landlord and Tenant (Covenants) Act 1995. Should such
a right arise, the relevant property owner may not have its normal freedom to negotiate the terms of the new
lease with the tenant, such terms being imposed by the court or being the same as those under the previous
tenancy of the relevant premises. Accordingly, whilst it is the general practice of the courts in renewals under
the Landlord and Tenant Act 1954 to grant a new lease on similar terms to the expiring lease, the basic annual
rent will be adjusted in line with market rents at the relevant time and there can be no guarantee as to the terms
on which any such new lease will be granted. A landlord may object to the grant of a new lease on a number of
grounds including (a) if the property is required for redevelopment or for the landlord’s own use or (b) if the
tenant is in breach of covenant, but in such circumstances the court will allow a tenant time to correct the
default.
Rent Adjustments during the Term of the Lease. Typically, the terms of most commercial leases in the
United Kingdom provide for upwards-only rent reviews every 5 years, based on the open market value of the
property as at the review date on the basis that the property is let on certain hypothetical terms (usually referred
to as “assumptions” and “disregards”). Rents on residential tenancies are typically tied to the retail price index,
and it is not uncommon to have a maximum increase for any period.
Allocation of Charges; Liability for Repairs. Commercial space in the United Kingdom is typically let on
full repairing and insuring (“FRI”) leases (see “Risk Factors—Loan Related Risks—Risks Relating to Tenants
and Leases”). Such leases have the effect of transferring certain of the risks and expenses of property ownership
(fluctuating repair bills, insurance premia, obsolescence etc.) to the tenant for the duration of the lease term. It
is typical that tenants under residential leases are not responsible for such charges on the related property;
however, depending upon the lease, the tenant may assume a level of responsibility with respect to the general
upkeep of the property.
Sub-Letting and Assignment. For leases granted after 1996, assignments of tenants’ leasehold interests
release the outgoing tenant from continuing liability for the remainder of the contractual term. To protect
against the risk that succeeding tenants would not be of equal standing to the original tenant, the provisions of a
commercial lease relating to assignment of the lease by the tenant can be drafted so that assignment can be made
only with the landlord’s consent. In addition, lease conditions can include provisions ensuring that any new
tenant is of an appropriate financial strength, or is appropriately guaranteed, and that there is an “automatic”
guarantee by the outgoing tenant of the obligations of the new tenant.
The Landlord and Tenant (Covenants) Act 1995 (the “Covenants Act”) provides that, in relation to leases
of property in England and Wales granted after 1 January 1996 (other than leases granted after that date
pursuant to agreements for lease entered into before that date) (“New Tenancies”), if an original tenant under
such a lease assigns that lease (having obtained all necessary consents (including consent of the landlord if
required by the lease)), that original tenant’s liability to the landlord, under the terms of the lease, ceases. The
Covenants Act provides, however, that arrangements can be entered into whereby on assignment of a lease of
residential or commercial property, the original tenant can be required under the terms of its lease to enter into
an “authorised guarantee agreement” in respect of the assignee’s obligations to the landlord. Such an authorised
guarantee agreement relates only to the obligations under the lease of the assignee of the previous tenant and not
any subsequent assignees of the assignee. The same principles apply to the assignee if it assigns the lease.
However, because the Covenants Act has no retrospective effect, the original tenant under a lease entered
into before 1 January, 1996 will remain liable under that lease notwithstanding any subsequent assignments,
subject to any express releases of the tenant’s covenant on assignment. In such circumstances the first and every
subsequent assignee would normally covenant with his predecessor to pay the rent and observe the covenants in
the tenancy and would give an appropriate indemnity in respect of those liabilities to his predecessor in title,
thus creating a “chain of indemnity”. If the chain of indemnity breaks down, however, the landlord remains able
to seek payment from the original tenant.
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Under Section 6 of the Law of Distress Amendment Act 1908, the rents under a sublease may be diverted to
a superior landlord by a notice if the tenant under the headlease fails to pay the rent. It may also be diverted
voluntarily by the sub-tenant in accordance with Section 21 of that Act. However, the amount of rent payable
under headleases is nominal by comparison to the amount of rent payable by the Tenants. Any such superior
landlord may only retain the amount of rent payable under the relevant headlease and not all of the rent payable
by the Tenants.
Set-Off Rights. Tenants under leases have the right to set off obligations under such leases against
obligations owed to them by the landlord. Under English law, save in the context of insolvency, it may be
possible to exclude the right for a tenant to set off claims. However, in a liquidation a mandatory statutory setoff
is applied to all mutual credits, mutual debts or other mutual dealings.
Landlords’ Remedies. Landlords can usually terminate leases through provisions that allow them to reenter
premises on the tenant’s insolvency or if there is any breach of the tenant’s covenants in the lease.
Termination is intended to allow landlords to re-let the premises to a new tenant and it is therefore important
that this remedy remains available. Nevertheless, the courts have the discretion to reinstate the lease if the
tenant remedies any default. In addition, if the tenant enters administration or is a small company for the
purposes of the company voluntary arrangement with moratorium procedure under the Insolvency Act 1986, a
landlord is not able to exercise its right of termination during any moratorium which then applies. See “—
Administration, Receivership, Insolvency and Bankruptcy Under English Law” below.
Planning and Other Regulations Affecting the Properties. The Properties are subject to compliance with
various local planning rules and regulations. Failure to so comply (together with an inability to remedy such
failure) could result in a material diminution in the value of a property which could, together with the limited
alternative uses for such property, result in a failure to realise the full principal amount of the related loan. Any
failure to comply with such planning and other rules and regulations, however, would likely result in a loan
event of default by the borrowers under the related mortgage, enabling the servicer or special servicer, as
applicable, to pursue remedies available by law or under such mortgage.
Default Interest, Prepayment Charges and Prepayments. English law generally limits the ability of
creditors to charge default interest on late payments. The courts have in a series of cases laid down the principle
that any such late charges are void to the extent they constitute penalties. To establish that a particular payment
is not a penalty, it is generally required that the relevant creditor demonstrate that the payment is a fair measure
of the creditor’s expected commercial loss arising as a result of the late payment.
Additionally, charges associated with prepayments of secured debts can fall foul of the equitable principle
which prohibits “clogs” on a borrower’s equity of redemption. This is a long-established principle of law which
prohibits lenders from preventing borrowers from discharging their debts and obtaining releases of their
security. Again, secured lenders who can demonstrate that any charges associated with prepayments are
intended to compensate the lender for costs associated with the prepayment, such as broken funding or hedge
termination, will generally avoid having these payments treated as “clogs”.
Administration, Receivership, Insolvency and Bankruptcy Under English Law. The insolvency laws of the
United Kingdom are primarily contained in the Insolvency Act 1986 (the “Insolvency Act”) as (principally)
amended by the IA 2000 and Enterprise Act, and the Insolvency Rules 1986, as amended. The Insolvency Act
and the Insolvency Rules provide for and prescribe the various processes by which insolvency proceedings may
be commenced in relation to a company or other legal person and its assets. For example, they provide for a
company to be liquidated (or wound up) on a voluntary basis by a resolution of its members, or on an
involuntary basis by the court; they regulate the circumstances in which and the procedures applicable to a
company seeking protection from its creditors through administration or a company voluntary arrangement; they
provide a framework for managing the bankruptcy of individuals; limit and regulate the powers of enforcement
of security by creditors; they provide for the procedures to be followed during an insolvency proceeding,
regulate the activities of the appointed officeholders and provide for the order of distribution of assets to
creditors and members on an insolvency; they allow appointed insolvency officeholders to seek to set aside
certain transactions (including the creation of security) made by companies in prescribed periods prior to the
commencement of the relevant insolvency proceeding.
The principal tests for insolvency under English law are set out in Section 123 of the Insolvency Act. These
are colloquially referred to as the “cash flow test” and the “balance sheet test”. In summary, either the debtor
must be unable to pay his debts as they fall due (the “cash flow test”), demonstrated, for example, by an
unsatisfied “statutory demand”—that is, a written demand for payment of a debt in excess of £750 unpaid after 3
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weeks. Alternatively, the court has to be satisfied that a company’s liabilities exceed its assets, taking into
account its contingent and prospective liabilities (the “balance sheet test”). The principal grounds upon which
an individual may be made bankrupt are set out in Sections 267, 268 and 272 of the Insolvency Act.
Insolvency proceedings that may arise in relation to a corporate entity and which are subject to the
provisions of the Insolvency Act and Insolvency Rules include: Administration; Receivership; Liquidation and
Company Voluntary Arrangements. Insolvency proceedings that may arise in relation to an individual include
Bankruptcy and Individual Voluntary Arrangements. These processes are described in summary below.
Administrations. Administration is seen as a procedure to allow financially troubled companies to obtain
protection from their creditors for a period while they attempt to restructure their obligations. The Enterprise
Act, which came into effect in 2003, made significant changes to the administration regime, making it possible
for an administrator to be appointed out of court, by simple notice, and prohibiting the appointment of an
administrative receiver in respect of many floating charges created after 15 September 2003. As a direct
consequence of the Enterprise Act (and save in respect of pre-15 September 2003 floating charges and certain
corporate financing situations), secured creditors that may have previously appointed administrative receivers in
respect of a company and its undertaking are now more likely to pursue an administration of a company as a
means of enforcing their security rights.
An administrator may be appointed by the court on the application of the company, its directors and/or one
or more creditors. Administration proceedings may also be initiated out of court by the holder of a qualifying
floating charge or by the company or its directors. In each case, the company must be or be likely to become
insolvent, unless the appointment is made at the instigation of a floating charge holder and the power to appoint
under the charging document has accrued.
Upon an application to court for an administration order in respect of a company or upon a notice of
intention to appoint an administrator being filed with the court, a statutory moratorium is triggered; the only
steps that may be taken against the company without the consent of the court are: the appointment of an
administrative receiver (where that is still permitted) and the performance of his functions; certain winding up
petitions; and the appointment of an administrator by a qualifying floating charge holder (where that is not the
event that has not triggered the interim moratorium). Once the company is in administration all creditors are
prohibited from enforcing their rights against the debtor without the consent of the administrator or the court.
The basic general effect of the statutory moratorium is that no winding-up procedures may be commenced in
relation to the relevant company, no security interests may be enforced in respect of the company’s property, no
administrative receiver may be appointed and no other legal process may be taken in relation to that company
during such period.
An administrator must be a licensed insolvency practitioner, and is under a duty to act in the best interests
of all creditors of the borrower (not just the secured creditors), and is an officer of the court. An administrator
will be appointed by the court if it is satisfied that company is or is likely to become insolvent (as described
above) and the court believes that the administration order is reasonably likely to achieve the statutory purpose
of administration (as set out in the Insolvency Act). The principal objective is to rescue the company as a going
concern. If this rescue is not reasonably practicable, the administrator must consider how to achieve a better
result for the company’s creditors as a whole (preferential, secured, and unsecured creditors) than would be
likely if the company were wound up. If that objective is not achievable then the administrator is required to
realise the company’s property with a view to distributing the proceeds to the secured, preferential and
unsecured creditors of the company in the same way as a liquidator of a company.
The administrator is authorised to take over management of the company from the directors. Within eight
weeks of his appointment, the administrator must prepare a statement setting out proposals on how the purpose
of administration is to be achieved and put them to a creditors’ meeting. The administrator’s proposals must be
approved by a majority of the creditors at the meeting or the court may provide that the appointment of the
administrator will be discharged. An administrator’s appointment automatically terminates at the end of 12
months following his appointment, unless terminated sooner or extended pursuant to the relevant procedures set
out in the Insolvency Act.
Administrators are given extensive statutory powers to challenge certain transactions made in prescribed
periods prior to the insolvency of the company and the power to manage and sell assets of the debtor company.
The administrator can apply to the court to sell property subject to security in favour of creditors, but must
account to the creditor for the proceeds (note the sale must be on market terms but may be for less than the
secured amount). Where the property in question is subject to a floating charge, the secured creditor will have
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the same priority in respect of any property of the company directly or indirectly representing the property being
disposed of as he would have had in respect of the property subject to the floating charge. Where the security in
question is other than a floating charge, it shall be a condition of the secured creditor’s consent or leave of the
court that the net proceeds of the disposal shall be applied towards discharging the sums secured by the security.
The administrator is nevertheless bound by the priority of the security granted under the security deed.
The costs and expenses of the administration are payable out of the company’s realised assets in priority to
payments to floating chargeholders, unlike in a liquidation where preferential creditors and floating
chargeholders are paid in priority to the costs and expenses of the liquidation.
The Enterprise Act has also introduced the concept of the ‘prescribed part’ (an obligation on the
administrator of a company that has created a floating charge over its assets, to hold aside a portion of the
proceeds of realisation of such floating security for the satisfaction of unsecured debts in priority to the claims
of the floating charge holder) which is outlined in more detail in the section headed “— Liquidation” below.
Receivership. A distinction is drawn between the various types of receiver that exist under English law. A
receiver appointed to enforce a fixed charge over real property granted by a company or an individual is usually
appointed under the provisions of the Law of Property Act 1925 (“LPA”) and derives his powers from both the
LPA and the charge instrument. An LPA receiver’s powers are limited under statute to the powers to demand,
recover and receive the income of property over which they have been appointed receiver, but such powers are
usually extended by the charge instrument and typically include the express power to take possession of the
charged assets. Alternatively receivers may be appointed in respect of other fixed charge assets, their rights and
powers deriving from the charge instrument.
Conversely, where a receiver is appointed over the whole or substantially the whole of a company’s
property by a secured lender under a charge which, as created, was a floating charge, or under such a charge and
one or more other securities, the receiver is known as an “administrative receiver”, and has extensive powers
under the Insolvency Act 1986, including the power to take possession of all charged assets and run the business
of the company. It should be noted that as a result of the Enterprise Act, save in respect of certain specialised
corporate financing situations (including a number of typical asset-backed securitisation structures), holders of
floating charges created after 15 September 2003 are no longer able to appoint administrative receivers, and
instead must enforce their security rights through an administration of the chargor.
Administrative receivers often require an indemnity to meet their costs and expenses (notwithstanding the
statutory indemnity to which they are entitled under the Insolvency Act 1986) as a condition of their
appointment or continued appointment, although in the case of lending secured on real property, the receiver
may be content with the statutory position. Such an indemnity would rank ahead of payments on the lending.
A receiver is deemed by law to be the agent of the mortgagor or chargor until the commencement of
liquidation proceedings against such entity, at which point he becomes the agent of the appointing secured
creditor. If a liquidator is appointed in respect of a chargor when a receiver is still in office, the receiver may
still continue to realise the assets the subject of the security and the liquidator will usually “stand aside” and
allow the receiver to finish his enforcement process in respect of the charged assets.
Where the lender believes that a chargor is diligently taking all appropriate steps to make good any breach
under a loan or charge instrument, and the security granted in respect of lending is not prejudiced, or where the
lender does not believe it would be in the interests of the noteholders to do so, the lender may decline or defer
appointment of any receiver.
In cases where a property is lawfully occupied by third parties pursuant to leasehold interests granted by the
related owner of the property, the receiver’s right to possession would be exercised by directing the tenants to
pay rent to the lender. However, in the event that receiver takes possession of a property, it may be liable in
respect of claims that are typically made against the owner of the property.
Receivers will generally choose to sell the property the subject of the security interest. This is normally
conducted as a private transaction through sales agents appointed by the receiver. Alternatively the receiver
may choose to manage and operate the asset itself for a period of time. Receivers may have powers to borrow
funds to operate the property (which are treated as an expense of the receivership and so rank ahead of the
secured debt) or re-let or redevelop the property.
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Liquidation. A company can be wound up at the instigation of the company itself, its members or
contributories, its directors, its creditors or certain overseas liquidators. Voluntary winding-up proceedings are
initiated when the company in general meeting passes a resolution to that effect. If the directors make a
declaration that the company will be able to pay its debts within 12 months the proceedings take effect as a
members’ voluntary winding up. If they are unable to make such a declaration the proceedings take effect as a
creditors’ voluntary winding up. A members’ winding-up is voluntary and generally relates to cessations of a
solvent business. A creditors’ voluntary winding up requires proof of the company’s inability to pay its debts
(as outlined above). Involuntary winding up proceedings are by court order at the instigation of the company,
its creditors, directors, contributories or a previously appointed administrator or administrative receiver. The
inability of a company to pay its debts is one of several grounds upon which a winding up order may be
obtained from the Court. For example, an order may be made if the court considers it just and equitable to wind
up the company.
A liquidator (a licensed insolvency practitioner) appointed to an insolvent company will examine the
validity and priority of all claims and is required by the Insolvency Act to distribute the assets of the company
over which he is appointed in accordance with a statutory order of priority. This priority recognises the rights of
secured creditors subject to the matters described above, and does not override or prevent the appointment of a
receiver to realise secured assets on behalf of a secured creditor. It should be noted that, following a recent
House of Lords judgment, the costs and expenses of a liquidation will rank after sums payable to both
preferential creditors and to holders of floating charges and will not be payable ahead of the floating charge
security.
When a winding up order has been made by the Court in respect of a company or a provisional liquidator
has been appointed, no action or proceeding may be proceeded with or commenced against the company or its
property, except with leave of the court and subject to such terms as the court may impose. Specific court
orders can be obtained to stay any actions or proceedings brought against a company and its property. However,
the rights of secured creditors are unaffected and they may still enforce their security rights, for example by the
appointment of a receiver over specific property or assets of the company.
Liquidators are given extensive statutory powers to challenge certain transactions made in prescribed
periods prior to the insolvency of the company, described in more detail in the section headed “—Challenges to
Antecedent Transactions on Insolvency” below.
In addition, section 176A of the Insolvency Act provides that any liquidator (or administrator or receiver) of
a company is required to make a “prescribed part” of the company’s “net property” available for the satisfaction
of unsecured debts in priority to the claims of the floating charge holder. The company’s “net property” is
defined as the amount of the chargor’s property which would be available for satisfaction of debts due to the
holder(s) of any debentures secured by a floating charge and so refers to any floating charge realisations less any
amounts payable to the preferential creditors or in respect of the expenses of the liquidation (to the extent
deductible in priority to floating chargeholder claims) or administration. The “prescribed part” is defined in the
Insolvency Act 1986 (Prescribed Part) Order 2003 to be an amount equal to 50 per cent. of the first £10,000 of
floating charge realisations plus 20 per cent. of the floating charge realisations thereafter, provided that such
“prescribed part” may not exceed £600,000.
This obligation does not apply if the net property value is less than a prescribed minimum and the relevant
officeholder is of the view that the cost of making a distribution to unsecured creditors would be
disproportionate to the benefits. The relevant officeholder may also apply to court for an order that the
provisions of section 176A of the Insolvency Act should not apply on the basis that the cost of making a
distribution would be disproportionate to the benefits. With respect to situations where there is more than one
borrower, this amount can become material.
Bankruptcy
Bankruptcy is a proceeding relating to the insolvency of an individual. On the application of a creditor in
respect of a debt in excess of £750 that the debtor is apparently unable to pay, the court may make a bankruptcy
order. A debtor is considered to be unable to pay the debt or debts in question if a statutory demand has not
been met within three weeks, or if execution is returned unsatisfied in whole or in part.
A debtor may also be made bankrupt on his own petition. An order may be made if the debtor is unable to
pay his debts; this is not defined for the purposes of bankruptcy but is considered to mean that the debtor is
unable to pay debts as they fall due.
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The bankrupt’s estate is comprised of all the property owned by the bankrupt at the date of the bankruptcy,
subject to certain exemptions, plus any other property that the Insolvency Act deems to comprise part of it. A
trustee in bankruptcy may be appointed to the bankrupt’s estate. Otherwise, the official receiver acts as trustee.
The trustee’s duty is to get in, realise and distribute the estate in accordance with the Insolvency Act. The order
of distribution, and its effect on secured creditors, are similar to a corporate liquidation, as described above.
If bankruptcy proceedings are pending or an order has been made, the court may stay any action, execution
or other legal process against the debtor/bankrupt. This does not prevent a secured creditor from enforcing his
security provided that the official receiver may on notice inspect goods, in which case enforcement before the
official receiver has had a reasonable opportunity to inspect the goods requires the leave of the court.
A bankrupt is generally discharged one year after the making of the bankruptcy order. The bankrupt is
discharged from the bankruptcy debts, although the trustee will continue to perform his functions. Discharge
does not affect the right of a secured creditor to enforce security.
Trustees in bankruptcy are given extensive statutory powers to challenge and set aside certain transactions
made in prescribed periods prior to the bankruptcy; these are described in more detail below.
Individual Voluntary Arrangements. Under Part VIII of the Insolvency Act an individual debtor may make
a proposal to his creditors for a composition in satisfaction of his debts or a scheme of arrangement of his
affairs. This may take place under the protection of a moratorium granted by the court. The proposal will be
considered at a meeting of creditors, which may approve the proposal by resolution passed by a majority in
excess of three quarters by value.
Challenges to Antecedent Transactions on Insolvency. English law allows trustees in bankruptcy,
liquidators and administrators to apply to court for an order setting aside certain types of transactions entered
into by the debtor in respect of which they are appointed. The affected transaction can include sales and
purchases of assets, financings and grants of security. The general aim of these measures is to prevent debtors,
companies and their directors and shareholders from arranging the affairs of the company or debtor so as to
favour particular creditors or third parties to the prejudice of other creditors.
In particular, the following orders may be sought:
(a) Setting aside transactions at an undervalue. Such a challenge may be pursued where the debtor
receives either no consideration or consideration which in money’s worth is significantly less than that
provided by the debtor in respect of a transaction that occurred within a specified period ending with
the date on which the insolvency proceeding commenced. Except in the case of an individual bankrupt
entering into a transaction at an undervalue at a time less than two years before the presentation of the
bankruptcy petition on which the individual is adjudged bankrupt, the debtor must have been insolvent
at the time of the transaction or became insolvent as a result, although insolvency will be presumed if
the parties to the transaction were connected.
(b) Setting aside transactions which prefer one or more creditors of the debtor over others. Where a debtor
has at the relevant time done anything which puts one or more of its creditors in a better position on the
insolvent liquidation or bankruptcy of the debtor than it would have been had the act not been done, a
preference is deemed to have been given. The debtor must have been influenced by a desire to improve
the position of the relevant creditor in respect of such transaction and the transaction must have taken
place in the six months (or if the parties are connected, 2 years) prior to the commencement of the
insolvency proceeding. Again the transaction can be set aside only if the debtor was insolvent at the
time of the transaction or became insolvent as a consequence.
(c) Disclaiming certain onerous property. Any unprofitable contract or any other property of the debtor
which is unsaleable or not readily saleable or may give rise to a liability to pay money or perform any
other onerous act may be disclaimed by a liquidator or trustee, giving rise to a claim in damages only
against the company.
(d) Declaring certain floating charges invalid. A floating charge created within 12 months (or 2 years in
the case of connected parties) prior to the commencement of the relevant insolvency proceeding may
be declared invalid, except to the extent of any new consideration provided in respect of the charge.
Again the debtor must have been insolvent at the time of or became insolvent as a result of the
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transaction that included the creation of the floating charge (although insolvency is presumed if the
parties to the transaction are connected).
(e) Setting aside transactions defrauding creditors. At any time prior to the relevant insolvency
proceeding, a transaction at an undervalue can be challenged if its substantial purpose was either to put
assets of the company beyond the reach of creditors or otherwise prejudice their interests. Proof of
insolvency at the time of the transaction is not required.
Company Voluntary Arrangements. A company voluntary arrangement under Part I of the Insolvency Act
1986 is a formal procedure which enables a company to agree with its creditors a composition in satisfaction of
its debts or a scheme of arrangement of its affairs which can determine how its debts should be paid and in what
proportions. It requires the approval of a majority in excess of 75 per cent. in value of the company’s creditors
present in person or by proxy and voting at a meeting on the resolution to approve the arrangement. If a
company voluntary arrangement is approved, it binds all creditors of the company who were entitled to vote at
the meeting (whether or not they were present or represented at it) or would have been so entitled had they
received notice of the meeting.
If a borrowing company falls within the definition of a “small company” under the Companies Act 1985
and Insolvency Act 1986, a moratorium may be obtained to hold creditors in abeyance whilst the terms of an
arrangement are negotiated and agreed between the company and its creditors. The moratorium has the same
affect on the rights of creditors to enforce their security rights as outlined in the section headed
‘Administrations’ above.
A moratorium may be imposed for a period of up to 28 days, with the option for creditors to extend this
protection for up to a further two months (although the Secretary of State for Trade and Industry may, by
secondary legislation, extend or decrease the duration of each period). This may be relevant both in the context
of a borrower or significant concentrations of tenants that may fall within the definition of “small company”.
The reason is that the moratorium applicable to small companies could result in delays in receipt of payments by
the borrower and/or prevent a borrower landlord re-entering and taking possession of a property upon nonpayment
of rent.
Borrowers Formed in Foreign Jurisdictions. Where an insolvent company has its centre of main interests
(“COMI”) in the European Union, the jurisdiction of the English courts to make winding-up or administration
orders with respect to that company is governed exclusively by the EC Regulation on Insolvency Proceedings
2000. This is so regardless of whether the company is incorporated in the European Union. The EC Regulation
also applies to company voluntary arrangements, but has no application to administrative receiverships.
The EC Regulation applies only to proceedings where the debtor’s COMI is located in the European Union
and it recites that the debtor’s COMI should correspond to the place where it conducts the administration of its
interests on a regular basis and provides that, in the case of a company, the place of its registered office shall be
presumed to be its COMI in the absence of proof to the contrary.
The EC Regulation confers jurisdiction on the English courts to open “main” insolvency proceedings,
including winding-up and administration proceedings, in respect of a company (including a foreign company)
having its COMI in England and Wales. Pursuant to the EC Regulation, “main” insolvency proceedings are
intended to encompass the debtor’s assets on a worldwide basis and to affect all creditors, wherever located,
subject as described below. Where the debtor has an “establishment” in a Member State, “territorial”
proceedings may be opened in that State, which are “secondary” proceedings (and winding up proceedings only)
where “main” proceedings have already been opened in another Member State.
The English courts have, in certain circumstances, jurisdiction to make a winding-up order in respect of an
insolvent foreign company that does not have its COMI in the European Union (so that the Regulation does not
apply). For example, the English courts may make a winding-up order in respect of an insolvent “unregistered
company” being a company not incorporated in England and Wales, pursuant to Part V of the Insolvency Act.
The English High Court has identified three core requirements that must be fulfilled in order for the English
courts to make a winding-up order in respect of an unregistered company, namely that (i) there must be
sufficient connection with England and Wales which may, but does not necessarily have to, consist of assets
within England and Wales; (ii) there must be a reasonable possibility, if a winding-up order is made, of benefit
to those applying for the order; and (iii) one or more persons interested in the distribution of assets of the
company in question must be persons over whom the courts can exercise jurisdiction. In addition, the law in
England and Wales is unclear as to whether an administrative receiver may be appointed to a company that is
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incorporated overseas. As regards security granted by the Issuer incorporated overseas, while such an
appointment ought to be possible, no assurance can be given that the English courts would uphold the
appointment of an administrative receiver thereto if the appointment were challenged.
By contrast, save in limited circumstances (including those mentioned below), the English courts do not
have jurisdiction to make an administration order in respect of an insolvent foreign company that does not have
its COMI in the European Union, as such a company does not fall within the definition of “company” for the
purposes of Schedule B1 to the Insolvency Act. Similarly, such a company may not be subject to a company
voluntary arrangement under Part I of the Insolvency Act, because it does not fall within the definition of
“company” for these purposes.
However, under Section 426 of the Insolvency Act, the English courts may elect to exercise the powers and
discretions they have with respect to an insolvent company incorporated in England and Wales in respect of a
foreign company, provided that they receive a request for assistance from the courts of a “relevant country or
territory” having jurisdiction over the foreign company. (For the purposes of Section 426, a “relevant country or
territory” means any of the Channel Islands or the Isle of Man, or any country or territory designated as such by
the Secretary of State.)
Foreign Companies and Security. The English courts are required, subject to limited exceptions, to
recognise and give effect to the opening, conduct and closure of “main” insolvency proceedings taking place in
accordance with the EC Regulation in another Member State, as well as judgments handed down in direct
connection with such proceedings. Subject to important exceptions, including those specified below, (i) the law
of the Member State in which insolvency proceedings are opened pursuant to the EC Regulation is to be applied
to those proceedings and is to determine their effect; and (ii) a “liquidator” (as that term is used in the EC
Regulation) appointed in main proceedings conducted in another Member State is empowered to remove any
assets of the debtor company located in England and Wales.
It is the apparent intention of the EC Regulation that the application of these rules be circumscribed with
respect to security interests, including fixed and floating charge security interests, over assets or rights located in
England and Wales. In particular, the EC Regulation provides that the opening of insolvency proceedings shall
not affect the “rights in rem” of creditors or third parties in respect of tangible or intangible, or moveable or
immoveable, assets (both specific assets and collections of indefinite assets as a whole which change from time
to time) belonging to the debtor which are situated within the territory of another Member State at the time of
the opening of the proceedings.
Certain Matters of Scots Law
The following is an outline of certain aspects of Scots law and practice relevant to lending on a secured
basis over certain property and assets in Scotland and to security for loans so far as constituted over such
property and assets. This is not a complete summary of currently applicable Scots law or practice, and should
not be treated as a substitute for professional advice. Prospective Noteholders who are in any doubt as to any
matter described in this Offering Circular should consult their own professional advisers.
Security Under Scots Law
Standard Securities
A standard security is the only means of creating a fixed charge over heritable or long leasehold property
(i.e. land and buildings) in Scotland. Its form must comply with the requirements of the Conveyancing and
Feudal Reform (Scotland) Act 1970, which automatically imports a statutory set of “Standard Conditions” into
all standard securities. The majority of these may be (and very frequently are) varied by agreement between the
parties, other than those relating to redemption and enforcement.
While title to all land in Scotland is registered there are currently two possible forms of registration, namely
the Land Registrar and the Sasine Register. A heritable creditor (i.e. the grantee of a standard security) must
register its standard security in the Land Register or the Sasine Register (in accordance with the registration of
the title to the secured property) in order to perfect its security and secure priority over any subsequent standard
security. Until such registration occurs, a standard security will not be effective against a subsequent purchaser
or the heritable creditor under another standard security over the property. Priority of standard securities is
(subject to express agreement to the contrary between the security holders) governed by their date of registration
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ather than their date of execution. There is no equivalent in Scotland to the priority period system which
operates in relation to registered land in England and Wales.
Standard securities created by companies incorporated in Scotland or England (or by a foreign incorporated
company having a place of business in Scotland) must in addition be registered at the Companies Registry, and
failure to do so will result in the security being unenforceable against a liquidator, administrator or creditor of
the grantor company.
Security over Rent
Fixed security may be created over the rents payable under any lease or sub-lease of a property in Scotland
by means of an assignation in security (a “Rent Assignation”). Rent Assignations will not take effect until
formal notification thereof (“intimation”) is made to the tenant under the relevant lease or sub-lease. Priority as
between competing Rent Assignations is determined by their date of intimation rather than their date of
execution.
The requirements noted above under “—Standard Securities” in relation to registration in the Companies
Registry apply equally to Rent Assignations.
Floating Charge
Under Scots law, a floating charge may be granted by any incorporated company or Limited Liability
Partnership (but not by an individual or any other category of partnership) over all or any specified existing and
future assets. In general, the features of and limitations on floating charges noted under “—Certain Matters of
English Law—Floating Charge” in relation to English law apply equally in Scotland, except that under Scots
law a floating charge will only crystallise on the appointment of a receiver thereunder or on the winding-up of
the relevant chargor.
Limitations on taking Security
Registration. A fixed charge over property in Scotland created by a company incorporated in Scotland or
England (or a foreign-incorporated company which has a place of business in Scotland) which has been
registered at the Companies Registry within 21 days of the creation of such charge and, if it is secured over land,
at the Land Register or Sasine Register (as applicable) will take priority over subsequent fixed charges, any
floating charges and all unsecured creditors, including preferred creditors and, in the event of a liquidation, will
also take priority over the liquidator’s costs. The holder of a floating charge will take priority over unsecured
creditors, but will rank behind all prior and subsequent fixed charges, the preferential creditors and the
unsecured creditors’ fund (as described under “—Certain Matters of English Law—Floating Charge”). In
addition, a floating charge which has been registered at Companies House within 21 days of its execution will
take priority over subsequent floating charges and all unsecured creditors (other than preferential creditors and
the unsecured creditors’ fund).
As Scots law allows 21 days from the date of creation of a charge for it to be registered at Companies
House, there always remains a possibility that at the time of creation of a charge a prior charge may be in
existence which has not been registered (although in the case of a fixed charge over land such prior charge will
be disclosed by the Land Register or (as applicable) Sasine Register). If such a prior unregistered charge is
registered at Companies House within its 21-day period it will take priority over the subsequent charge even if
the subsequent charge has been registered first.
Intimation. As noted above under “—Security over Rent” the relative priority of competing Rent
Assignations will be determined by reference to the date on which intimation is given to the relevant tenant.
Hence a Rent Assignation which has been intimated to the relevant tenant will take priority over another Rent
Assignation which has not been intimated even if the non-intimated Rent Assignation was executed prior to the
intimated one.
Set-off. In addition to the above, Rent Assignations are subject to rights of set-off between the relevant
tenant and the Assignor. Although intimation of the Rent Assignation to the relevant tenant stops most new
rights of set-off from accruing, rights of set-off which came into existence prior to intimation being made will
take effective priority over the interests of the assignee. In addition, certain rights of set-off which are
fundamental to the lease or sub-lease between the tenant and the assignor will continue to accrue even after
intimation has been made.
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Right of redemption. Under Section 11 of the Land Tenure Reform (Scotland) Act 1974, the granter of any
standard security has an absolute right, on giving appropriate notice, to redeem that standard security once it has
subsisted for a period of twenty years, subject only to the payment of the sums specified in that Section. These
consist essentially of the principal monies advanced by the lender, interest thereon and expenses incurred by the
lender in relation to that standard security.
Enforcement of Security
Standard Securities
A standard security can only be enforced in accordance with the procedures prescribed by the
Conveyancing and Feudal Reform (Scotland) Act 1970. These must be initiated by service on the granter of the
standard security of a specified form of notice and/or (depending upon the circumstances) by direct court
application. The heritable creditor can then have resort to four principal remedies:
Sale. The heritable credit may sell the secured property, subject to various duties to ensure that the sale
price is the best that can reasonably be obtained. The proceeds of sale will then be applied in satisfaction of the
secured obligations.
Entry into possession. The heritable creditor may enter into possession of the secured property (including
the collection of rents). If it does so, it does so in its own right and not as agent of the borrower, and so may be
personally liable for mismanagement of the property and to third parties as occupier of the property.
Leasing. The heritable creditor may grant leases of the secured property of up to seven years (or longer
with permission of court).
Foreclosure. The heritable creditor may, in the event that a sale cannot be achieved, foreclose on the
property. Under this procedure the borrower’s title to the secured property is extinguished so that the heritable
creditor becomes the owner of the property. This remedy is however rarely used in practice.
In contrast to the position in England and Wales, a heritable creditor under a standard security (or the holder
of any other fixed charge) has no power to appoint a receiver.
Rent Assignations
Since the effect of an intimated Rent Assignation is to transfer the relevant rents to the control of the
assignee, on the establishment of a default by the assignor the assignee can apply the relevant rents in
satisfaction of the secured liabilities without the necessary of further procedure.
Floating Charges
Under Scots law, the only method of enforcing a floating charge is by the appointment of a receiver over all
(but not part only) of the assets over which the charge extends. The principal function of a receiver is to recover
the debt due to the appointing chargor.
Leases
Duration. As noted under “—Certain Matters of English Law—Leases—Duration” above, commercial
leases of property in the United Kingdom are typically entered into for a fixed term, which is usually ten to
fifteen years.
Renewal rights. Neither the Landlord and Tenant Act 1954 nor the Landlord and Tenant (Covenants) Act
1995 apply in Scotland and accordingly tenants of commercial properties in Scotland do not have the benefit of
the rights of renewal described under “—Certain Matters of English Law—Leases—Renewal Rights” above.
There are no equivalent statutory rights under Scots law in relation to tenants of commercial properties, save
that, in the case of retail premises, the Tenancy of Shops (Scotland) Act 1949 entitles a tenant, whose tenancy
has been terminated by notice, to apply to the court for an extension to its lease of up to one year (and, if such
extension is granted, to apply for further renewals thereafter).
Rent Adjustments during the Term of the Lease. As in the remainder of the United Kingdom, most
commercial leases of property in Scotland provide for upwards-only rent reviews every five years.
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Allocation of Charges; Liability for Repairs. Again as in the remainder of the United Kingdom,
commercial property in Scotland is typically let on FRI leases (see further “—Certain Matters of English Law—
Leases—Allocation of Charges; Liability for Repairs”).
Assignation: As noted above under “—Renewal rights”, the Covenants Act (as referred to in “Certain
Matters of English Law—Leases—Sub-Letting and Assignment” above) does not apply in Scotland. Under Scots
law, upon assignation of the tenant’s interest under a lease the liability of the assignor tenant to the landlord
ceases, subject to any express contractual agreement to the contrary. It is not usual for a guarantee from the
outgoing tenant to be obtained in Scotland, it being generally in the power of the landlord to withhold consent to
the assignation if it is not satisfied with the covenant of the proposed assignee.
Set-off Rights. The set-off rights of tenants under leases in Scotland are in general equivalent to those in
England as described above under “—Certain Matters of English Law—Leases—Set-Off Rights”.
Landlords’ Remedies. Leases of commercial property in Scotland generally contain provisions which allow
the landlord to terminate (“irritate”) the lease on the tenant’s insolvency or if there is any breach of tenant’s
obligations under the lease. Irritancy is intended to allow landlords to re-let the premises to a new tenant and it
is therefore important that this remedy remains available. In order to invoke an irritancy the landlord must
comply with the requirements of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985, which in the
case of a tenant’s failure to pay rent requires the landlord to give the tenant at least fourteen days’ written notice
requiring remedy of the default. In other cases the landlord may enforce the right of irritancy only if in all the
circumstances of the case a “fair and reasonable landlord” would seek to do so and, if the breach is capable of
being remedied, the tenant has been given a reasonable opportunity to do so. Beyond this the courts in Scotland
have discretion to decline to enforce an irritancy if the landlord is acting oppressively, but the burden of proof is
difficult for the tenant to overcome and it cannot do so if there has been any neglect or omission on its part.
Frustration. Under the Scots law principal of rei interitus, a lease will (subject to express agreement to the
contrary between the parties) automatically be terminated if the leased property is destroyed to the extent that it
is no longer tenantable or if an event occurs which otherwise precludes the performance of the parties’ rights
and obligations under the lease. In such circumstances the parties would not thereafter be required to perform
any obligation arising under the lease.
Certain Matters of Northern Irish law
The following is an outline of certain aspects of Northern Irish law and practice relevant to lending on a
secured basis over certain property and assets in Northern Ireland and to the security for the Libra Whole Loan
so far as constituted over such property and assets. This is not a complete summary of currently applicable
Northern Irish law of practice, and should not be treated as a substitute for professional advice. Prospective
Noteholders who are in any doubt as to any matter described in this Offering Circular should consult their own
professional advisers.
Security Under Northern Irish Law
Mortgages or Charges. Northern Irish law security over real property typically takes the form of fixed legal
mortgage or fixed legal charge. Title to most property in Northern Ireland is either registered in the Registry of
Deeds or the Land Registry of Northern Ireland. Legal mortgages and legal charges over real property in
Northern Ireland created by Northern Irish companies (or a foreign incorporated company having a place of
business in Northern Ireland) must be registered at Companies Registry and also at the Registry of Deeds and/or
the Land Registry. Northern Irish legal mortgages and legal charges over real property held in Northern Ireland
created by companies not incorporated in Northern Ireland must be registered in the Slavenburg Register,
Companies Registry, Belfast and also at the Registry of Deeds and/or the Land Registry of Northern Ireland.
Failure to register the legal mortgage or legal charge at either the Registry of Deeds or the Land Registry of
Northern Ireland will result in the legal mortgage or legal charge being a mere equitable mortgage or charge
over which subsequent legal mortgages or charges will take priority. Failure to register at the Companies
Registry will result in the legal mortgage or legal charge being enforceable against a liquidator or administrator
and any creditor of the mortgagor or chargor.
Security over rent. Fixed security may be crated over the rents payable under any lease or sub-lease of a
property in Northern Ireland by means of a separate assignment of rent. The requirements noted above under
“Mortgages or Charges” in relation to registration in Companies Registry apply also to assignments of rent.
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Floating Charge. Under Northern Irish law, a floating charge may be granted by any incorporated company
over all or any specified existing and future assets. In general, the features of and limitations on floating charges
as described under “Certain Matters of English Law—Floating Charge” above in relation to English law apply
equally in Northern Ireland.
Limitations on Taking Security
Registration. A fixed mortgage or charge over property in Northern Ireland created by a company
incorporated in Northern Ireland (or a foreign incorporated company which has a place of business in Northern
Ireland) which has been registered at the Companies Registry within 21 days of the creation of such mortgage or
charge and, if it is secured over land, at the Registry of Deeds or at the Land Registry of Northern Ireland (as
applicable) will take priority over subsequent fixed mortgages or charges, any floating charges and all unsecured
creditors, including preferred creditors and, in the event of a liquidation, will also take priority over the
liquidator’s costs. The holder of a floating charge will take priority over unsecured creditors, but will rank
behind all prior and subsequent fixed charges, the preferential creditors and the unsecured creditors’ fund (as
described under “Certain Matters of English Law—Floating Charge” above). In addition, a floating charge
which has been registered at Companies Registry within 21 days of its execution will take priority over
subsequent floating charges and all unsecured creditors (other than preferential creditors and the unsecured
creditors’ fund).
As Northern Irish law allows 21 days from the date of creation of a charge for it to be registered at
Companies Registry, there always remains a possibility that at the time of creation of a charge a prior charge
may be in existence which has not been registered (although in the case of a fixed charge over land such prior
charge will be disclosed by the Registry of Deeds or the Land Registry of Northern Ireland (as applicable). If
such a prior unregistered charge is registered at Companies Registry within its 21 day period it will take priority
over the subsequent mortgage/charge even if the subsequent mortgage/charge has been registered first.
Enforcement of Security
Enforcement of Security Prior to Administration, Insolvency or Bankruptcy of Charging Entity. There are
two principal methods of enforcing Northern Irish non-possessory security: orders of sale and receiverships.
These methods are in general equivalent to those in England described above under “Certain Matters of English
Law—Enforcement of Security—Enforcement of Security Prior to Administration, Insolvency or Bankruptcy of
Charging Entity”.
Enforcement of Security Upon the Administration, Insolvency or Bankruptcy of Charging Entity. The
enforcement of security is in general equivalent to the enforcement in England described above under “Certain
Matters of English Law—Enforcement of Security Upon the Administration, Insolvency or Bankruptcy of
Charging Entity”.
Compulsory Purchase: The enforcement of security is in general equivalent to the enforcement in England
described above under “Certain Matters of English Law—Enforcement of Security Upon the Administration,
Insolvency or Bankruptcy of Charging Entity”.
Frustration: The enforcement of security is in general equivalent to the enforcement in England described
above under “Certain Matters of English Law—Enforcement of Security Upon the Administration, Insolvency or
Bankruptcy of Charging Entity”.
Leases
Duration. As described above under “Certain Matters of English Law—Leases—Duration”, commercial
leases of property in the United Kingdom are typically entered into for a fixed term, which is usually ten to
fifteen years.
Renewal Rights
In Northern Ireland commercial tenants have protection of security of tenure under The Business Tenancies
(Northern Ireland) Order 1996.
The central tenet of the legislation is to give business tenants in Northern Ireland a measure of security of
tenure — if they want it. Unlike in England, in Northern Ireland, landlords cannot contract out of renewing
business tenants’ tenancies.
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In simple terms this means that business tenancies, in Northern Ireland, do not come to an end by expiry
and notwithstanding the contractual expiry they will continue on at the same rent and on the same terms unless
brought to an end in accordance with the provisions of The Business Tenancies (Northern Ireland) Order 1996.
If the landlord wishes to oppose the grant of a new tenancy he can only do so on certain specified grounds.
There are 9 grounds in all. Some are discretionary in that even if a landlord can prove a ground exists this does
not automatically mean that the tenant’s request for a new tenancy will be unsuccessful. Others are mandatory
in that if they are proven the tenant will definitely not obtain a new tenancy. In some instances a tenant may
even receive compensation.
These rules only apply to tenancies which include business premises and are occupied by a tenant for the
purpose of carrying on the business. As long as the business use is significant and not merely incidental
protection will accrue.
Rent Adjustments during the Term of the Leases. As in the remainder of the United Kingdom, most
commercial leases of property in Northern Ireland provide for upwards-only rent reviews every five years.
Allocation of Charges; Liability for Repairs. Again as in the remainder of the United Kingdom,
commercial property in Northern Ireland is typically let on FRI leases (see above under “—Certain Matters of
English Law—Leases—Allocation of Charges; Liability for Repairs”).
Sub-Letting and Assignment. The Covenant Act (as referred to in “Certain Matters of English Law—
Leases— Subletting and Assignment” above) does not apply to Northern Ireland. The current law in Northern
Ireland is similar to that in England post 1 January 1996. Assignments of a tenant’s leasehold interest releases
outgoing tenants from continuing liability for the remainder of the contractual term. In Northern Ireland leases
will typically provide that the landlord’s consent should be obtained prior to any assignment. This consent is
usually qualified to provide that such consent should not be unreasonably withheld or delayed.
In Northern Ireland the ability to require an “authorised guarantee agreement” from an outgoing tenant does
not exist.
The only liability that can remain with an outgoing tenant is that in respect to any environmental liability,
i.e., contamination where the causation can be clearly traced back to a previous tenant.
Set-Off Rights. The set-off rights of tenants under leases in Northern Ireland are in general equivalent to
those in England as described above under “Certain Matters of English Law—Leases—Set-Off Rights”.
Landlord’s Remedies. Leases of commercial property in Northern Ireland contain provisions to allow the
landlord to terminate the lease on a tenant’s insolvency or if there is a breach of a tenant’s obligations.
Administration, Receivership and Bankruptcy Under Northern Irish Law. The insolvency laws of Northern
Ireland are primarily contained in the Insolvency (NI) Order 1989 (as from time to time amended) and the
Insolvency (NI) Rules 1991 (as from time to time amended).
The laws are in general equivalent to those in England described above under “Certain Matters of English
Law—Administration, Receivership, Insolvency and Bankruptcy under English Law”.
Certain Matters of Cayman Islands Law
The following is an outline of certain aspects of Cayman Islands law and practice relevant to lending on a
secured basis over shares in a Cayman Islands company. This is not a complete summary of currently applicable
Cayman Islands law or practice, and should not be treated as a substitute for professional advice. Prospective
Noteholders who are in any doubt as to any matter described in this Offering Circular should consult their own
professional advisers.
Security Over Shares Under Cayman Islands Law
Security in the shares of a Cayman Islands company is taken either by an equitable charge of the shares or
by a legal mortgage of the shares. As a general matter, it is not possible to take a “pledge” of shares of a
Cayman Islands company in registered form. The relevant distinction is between negotiable instruments (such
as bearer shares and bonds) which embody title to securities and non-negotiable instruments such as registered
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shares. The right to the former is transferred by delivery of the instrument and security in the same may be
created by way of pledge. The latter, however, cannot be pledged as title does not pass on delivery.
The fundamental distinction between an equitable charge and a legal mortgage is that, in the former case,
the shareholder granting the charge (the “Chargor”) retains legal title to the shares until default, whilst in the
latter case, legal title is transferred to the party granting credit (the “Chargee”) when the Charge is created.
From a security point of view, an equitable charge is less satisfactory than a legal mortgage in that it will
rank behind any subsequent legal mortgage granted by a third party without notice of the equitable mortgage
and will generally rank behind any prior equities. Further, the articles of association of the Cayman Islands
company may contain restrictions or impediments to share transfers which could impact enforcement. On the
other hand, a major disadvantage of a legal mortgage is that it may operate to group the Chargee and the
Cayman Islands company with potential adverse tax and regulatory consequences and accounting complications.
Note that some of the disadvantages associated with an equitable charge of shares can be addressed by the
service of a “Stop Notice” in accordance with the rules of the Grand Court of the Cayman Islands. This is a
procedure allowing the Chargee to serve a notice on the Cayman Islands company preventing the Cayman
Islands company from registering a transfer (or other dealing) in the securities until it has given 14 days’ notice
to the Chargee of its intention to do so. The purpose of the rule is to allow the Chargee an opportunity to take
steps (including an application for an injunction) to stop the proposed transfer or dealing.
Note also that, apart from security interests in land and certain types of personal property (i.e. aircraft and
vessels), there is no system for registration of security interests in the Cayman Islands. Section 54 of the
Companies Law provides that a Cayman Islands Chargor granting a mortgage or charge of its assets must record
the same in its Register of Mortgages and Charges, but failure to do so does not have any consequences to
attachment, perfection or priority of the security interest.
Documents creating security in the shares of a Cayman Islands company will be subject to stamp duty in the
event the documents are executed in or brought into the Cayman Islands for enforcement or otherwise. Stamp
duty is calculated at 1.5 per cent. of the amount charged, but is subject to a cap of CI$500 (US$600) where the
Chargor is a foreign company or is a Cayman Islands non-resident or exempted company.
Assignment of a Security Interest
Provided the charge allows for the security interest to be assigned without consent, the Chargee can assign
its interest to a third party. However, pursuant to Cayman Islands law, the Chargee must give notice to the
Chargor of such assignment.
Enforcement of Security over Shares
If the Chargee has taken a legal mortgage of the shares, upon default the Chargee is able to sell the shares
(subject to any contractual restrictions contained in the Charge). Note that the articles of association of the
Cayman Islands company may contain restrictions or impediments to share transfers.
If the Chargee has taken an equitable mortgage of the shares, upon default the Chargee would have the
shares transferred to itself and proceed to sell the shares (subject to any contractual restrictions contained in the
Charge). Note that the articles of association of the Cayman Islands company may contain restrictions or
impediments to share transfers.
Certain Matters of Jersey Law
The following is a summary of certain aspects of Jersey law related to the creation and enforcement of
security governed by Jersey law, the enforcement of English judgments and the institution of insolvency
proceedings in relation to companies (other than cell companies) incorporated under the Companies (Jersey)
Law 1991, as amended. This is not a complete summary of currently applicable Jersey law and prospective
Noteholders should consult their own professional advisers.
Creation of security interests. As a matter of Jersey law, security over intangible moveable property (other
than a lease) may only be created pursuant to the Security Interests (Jersey) Law 1983, as amended (the “Jersey
Security Law”).
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Security over bank accounts: A security interest agreement under Jersey law is created in respect of a bank
account by assignment of title and the giving of notice to the account bank (where the secured party and the
account bank are different entities). Under Jersey law, on enforcement of a Jersey security interest agreement
over a bank account, the secured party under the security must give written notice of the event of default to the
debtor and it may then exercise its statutory power of sale (subject to a 14 day grace period to allow the debtor
to remedy the event of default, if it is capable of remedy). In the case of monies in a bank account, the secured
party is entitled to appropriate the account balance and apply it in the statutory order of payments.
Security over shares: A security interest under Jersey law is created in respect of shares in a Jersey
company by (i) taking possession pursuant to a security interest agreement of the certificates of title to the
shares; or (ii) assigning title to the shares pursuant to a security interest agreement and giving notice of the
assignment to the company whose shares are the subject of the security interest. Under Jersey law, on
enforcement of a Jersey security interest in respect of shares, the secured party must give written notice of the
event of default to the debtor and it may then exercise its statutory power of sale (subject to a 14 day grace
period to allow the debtor to remedy the default, if it is capable of remedy). Following the exercise of the power
of sale, the proceeds are required to be applied in the statutory order of payments.
Pre-insolvency enforcement – Power of Sale. A power of sale under the Jersey Security Law arises after the
occurrence of an event of default (as specified in the relevant security agreement). The power of sale does not
become exercisable unless the secured party has served on the debtor a notice specifying the event of default
and, if the default is capable of remedy, requiring the debtor to remedy it. In addition, if the default is capable
of remedy, the power of sale only becomes exercisable within 14 days after the debtor has received such notice.
If the collateral is not money or represented by a negotiable instrument or moneys in a bank account, the power
of sale shall be exercised only on the authority of an order of the Royal Court unless the security agreement
provides to the contrary (which is usually the case).
The Jersey Security Law provides that, where the collateral is money or represented by a negotiable
instrument or moneys held in a bank account, the secured party may apply such collateral as if it were the
proceeds of sale under the statutory power of sale. However, if the collateral is not money or represented by a
negotiable instrument or moneys held in a bank account, the Jersey Security Law only provides for the exercise
of the power of sale. There are no provisions in the Jersey Security Law for the secured party to take title to
such collateral absolutely or to transfer the collateral to itself in settlement of the secured obligations. The need
to find a third party transferee may impact on enforcement.
The Jersey Security Law requires that, upon a sale, the secured party shall take all reasonable steps to
ensure that the sale is made (a) within a reasonable time; and (b) for a price corresponding to the value on the
open market at the time of sale for the collateral being sold.
There is no case law in Jersey as to what constitutes a reasonable time in which to finalise the sale.
The Jersey Security Law provides for a statutory order of application of proceeds of enforcement.
Insolvency-Principal Insolvency Procedures. The usual circumstances under Jersey law in which someone
may be appointed to take control of a person or such person’s movable assets upon insolvency are as follows:
Désastre. This takes place upon the property of a debtor (which may include, amongst others, a Jersey
company) being declared “en désastre” (a Jersey bankruptcy procedure) under the Bankruptcy (Désastre)
(Jersey) Law 1990, as amended, (the “Désastre Law”) by the Royal Court of Jersey.
In a désastre, an officer of the Court, the Viscount (the “Viscount”), conducts and administers the
procedure, title and possession of all assets of the debtor vest in the Viscount and he will then sell such assets
and, as far as possible, discharge the liabilities of the debtor.
An application can be made to the Royal Court of Jersey for a declaration of désastre by a creditor with a
claim of a liquidated sum of not less than £3,000, the debtor or, in certain circumstances, by the Jersey Financial
Services Commission.
The applicant must submit an affidavit showing that, amongst other things, to the best of the applicant’s
knowledge and belief, the debtor is insolvent. The Désastre Law defines “insolvency” as an inability to meet
debts as they fall due.
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The effect of a declaration of désastre is that all the property and powers of the debtor immediately vest in
the Viscount. The Viscount may also claim property acquired by or devolved on the debtor after the date of the
declaration. However, the declaration of désastre does not of itself terminate any contracts or agreements
entered into by the debtor (although the Viscount has certain powers to disclaim onerous contracts and to apply
to the Royal Court to set aside transactions at an undervalue and preferences). In the case of Jersey situs assets
subject to a Jersey law governed security interest, the Jersey Security Law expressly provides that where the
secured party has title to the collateral the secured party’s power to realise or deal with the collateral (including
by exercise of the power of sale) is not affected by the insolvency of the debtor.
The Viscount is responsible for liquidating the assets of the debtor and calling for, admitting or rejecting
proofs of claims against the debtor. The money received by the Viscount shall be applied in accordance with
the Désastre Law. However the Désastre Law provides that, where any property of a debtor is subject to a
security interest created pursuant to the Jersey Security Law, the proceeds of sale are to be applied in the manner
set out in the Jersey Security Law.
The fact that the Viscount will automatically take title to the assets of the debtor, subject to any pre-existing
rights in respect of such assets, has the consequence that the Viscount may need to be involved to effect the
exercise of the statutory power of sale of assets secured by way of possession pursuant to the Jersey Security
Law. However, it is unlikely that the Viscount would need to be involved if the secured party holds an
irrevocable power of attorney pursuant to the relevant security agreement. Where the Viscount is required to be
involved in the sale of the secured assets, he has, as a matter of practice, sought to claim his fees (which are
currently approximately 10 per cent. of the value of realised assets) from such proceeds of sale over and above
the costs and expenses of such sale.
Under the Jersey Security Law, on a désastre of the property of a Jersey company, the Viscount may apply
to the Royal Court of Jersey for an order vesting in him the rights of the secured party to the collateral subject to
a security interest pursuant to the Jersey Security Law where the secured party has title to the collateral
(including the power of sale under such law) and directing that it be sold. The proceeds of sale, following
deduction of the Viscount’s costs (in accordance with his usual practice), will be applied according to the
priority set out in the Jersey Security Law. The Viscount is most likely to make such application to the Royal
Court of Jersey if the secured party is acting in a way that the Viscount considers detrimental to the conduct of
the désastre, for example, by the secured party being dilatory in exercising his power of sale under the Jersey
Security Law.
Creditors’ winding up under the Companies (Jersey) Law 1991 (the “CJL”). A creditors’ winding-up
relates only to Jersey companies and can only be commenced by special resolution of the shareholders of the
company. That being the case, a creditors’ winding up cannot be instigated by a creditor (unless that creditor is
a shareholder with the requisite majority). The CJL provides a liquidator may be appointed to conduct the
winding up.
A creditors’ winding up is commenced by the passing of a special resolution of shareholders to wind up the
company in circumstances where each of the directors have not, in the 28 days prior to the passing of such
resolution, signed a statement of solvency that, having made full inquiry into the affairs of the company, either:
(a) the company has no assets and no liabilities;
(b) the company has assets and no liabilities;
(c) the company will be able to discharge its liabilities in full within the 6 months after the commencement
of the winding up;
(d) the company has liabilities that will fall due more than 6 months after the commencement of the
winding up that it will be able to discharge in full as they fall due; or
(e) both sub-paragraphs (c) and (d) apply to the company,
as the case may be.
The CJL contains wrongful trading provisions which may make directors personally responsible for the
debts and liabilities of the company if they fail to take action to reduce the potential loss to the creditors when
they knew or were reckless as to whether the company could avoid a creditors’ winding up. The Désastre Law
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contains similar wrongful trading provisions. These provisions will often trigger the directors’ decision to ask
the shareholders to consider a special resolution approving a creditors’ winding up.
A creditors’ meeting is required to be held on the same day as the shareholders’ meeting to pass the special
resolution, at which the directors must lay a statement, verified by affidavit, as to the affairs of the company. A
liquidator being an individual with the requisite professional qualifications, is appointed by the creditors’
meeting or, in default, by the shareholders’ meeting.
After the commencement of a creditors’ winding up, the company’s corporate state and capacity shall
continue until final dissolution but it shall cease to carry on its business. The commencement does not of itself
terminate any contracts or agreements entered into by the company (although the liquidator has certain powers
to disclaim onerous contracts and to apply to the Royal Court to set aside extortionate credit transactions,
transactions at an undervalue and preferences). The liquidator stands in the shoes of the directors and will be
responsible for liquidating the assets of the company and for calling for, admitting or rejecting proofs of claims
against the company. The order of priorities of payments of creditors applicable on a creditors’ winding up is
similar to than on a désastre (including the priority in respect of Jersey security interests). There are no
moratorium provisions in the CJL.
The creditors’ winding up and désastre are the principal insolvency procedures available in respect of a
corporate debtor.
Enforcement of judgments of the High Court of Justice, the Court of Appeal or the House of Lords in
England. A final and conclusive judgment under which a sum of money is payable (not being a sum payable in
respect of taxes or other charges of a like nature or in respect of a fine or penalty) obtained in the High Court of
Justice, the Court of Appeal or the House of Lords in England against a Jersey company would be recognised as
a valid judgment by the Jersey courts and would be enforceable in accordance with and subject to the provisions
of the Judgments (Reciprocal Enforcement) (Jersey) Law 1960 (the “JRL”), without a substantive reexamination
of the merits of such judgment. The JRL contains provisions enabling an application to be made to
the Jersey Courts to set aside a judgment registered under the JRL on the following grounds: (a) the judgment is
not a judgment to which the JRL applies; or (b) the High Court of Justice in England had no jurisdiction in the
circumstance of the case: or (c) the judgment debtor, being the defendant in the High Court of Justice in
England, did not receive notice of those proceeding in sufficient time to enable him to defend those proceedings
and did not appear; or (d) the judgment was obtained by fraud; or (e) that the enforcement of the judgment in
Jersey would be contrary to public policy in Jersey; or (f) that the rights under the judgment are not vested in the
person by whom the application for registration was made; or (g) that the matter in dispute in the proceedings in
the High Court of Justice in England had previously to the date of the judgment in the High Court of Justice in
England been the subject of a final and conclusive judgment by a court having jurisdiction in the matter.
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IRISH TAXATION
The following is a summary based on the laws and practices currently in force in Ireland regarding
the tax position of investors beneficially owning their Notes and should be treated with appropriate
caution. Particular rules may apply to certain classes of taxpayers holding Notes. The summary does not
constitute tax or legal advice and the comments below are of a general nature only. Prospective investors
in the Notes should consult their professional advisers on the tax implications of the purchase, holding,
redemption or sale of the Notes and the receipt of interest thereon under the laws of their country of
residence, citizenship or domicile. Prospective investors should be aware that the anticipated tax
treatment in Ireland summarised below may change.
Taxation of the Issuer
Corporation Tax
In general, companies resident in Ireland for the purposes of Irish tax must pay corporation tax on their
income at the rate of 12.5 per cent. in relation to trading income and at the rate of 25 per cent. in relation to
income that is not income from a trade. However, Section 110 of the Taxes Consolidation Act of Ireland as
amended 1997 (“TCA 1997”) provides for special treatment in relation to qualifying companies. A qualifying
company means a company:
(a) which is resident in Ireland;
(b) which either acquires qualifying assets from a person, holds, manages or both holds and manages
qualifying assets as a result of an arrangement with another person, or has entered into a legally
enforceable arrangement with another person which itself constitutes a qualifying asset;
(c) which carries on in Ireland a business of holding qualifying assets or managing qualifying assets or
both;
(d) which, apart from activities ancillary to that business, carries on no other activities;
(e) which has notified an authorised officer of the Revenue Commissioners in the prescribed format that it
is or intends to be such a qualifying company; and
(f) the market value of all qualifying assets held or managed by the company or the market value of all
qualifying assets in respect of which the company has entered into legally enforceable arrangements is
not less than €10,000,000 on the day on which the qualifying assets are first acquired, first held, or a
legally enforceable arrangement in respect of the qualifying assets is entered into (which is itself a
qualifying asset),
but a company shall not be a qualifying company if any transaction is carried out by it otherwise than by
way of a bargain made at arm’s length apart from where that transaction is the payment of consideration for the
use of principal (other than where that consideration is paid to certain companies within the charge of Irish
corporation tax as part of a scheme of tax avoidance).
A qualifying asset is a financial asset or an interest in a financial asset.
If a company is a qualifying company for the purpose of Section 110 TCA 1997, then profits arising from
its activities shall be chargeable to corporation tax under Case III of Schedule D (which is applicable to nontrading
income) at a rate of 25 per cent. However, for that purpose those profits shall be computed in
accordance with the provisions applicable to Case I of the Schedule (which is applicable to trading income). On
this basis and on the basis that the interest on the Notes:
(a) does not represent more than a reasonable commercial return on the principal outstanding and it is not
dependant on the results of the company’s business; or
(b) it is not paid to certain companies within the charge of Irish corporation tax as part of a scheme of tax
avoidance, then
the interest in respect of the Notes issued will be deductible in determining the taxable profits of the
company.
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Stamp Duty
If the Issuer is a qualifying company within the meaning of Section 110 TCA 1997, as amended, (and it is
expected that the Issuer will be such a qualifying company) no Irish stamp duty will be payable on either the
issue or transfer of the Notes, provided that the money raised by the issue of the Notes is used in the course of
the Issuer’s business.
Taxation of Noteholders—Income Tax
In general, persons who are resident in Ireland are liable to Irish taxation on their world-wide income
whereas persons who are not resident in Ireland are only liable to Irish taxation on their Irish source income. All
persons are under a statutory obligation to account for Irish tax on a self-assessment basis and there is no
requirement for the Revenue Commissioners to issue or raise an assessment.
Interest paid and discounts realised on the Notes may be regarded as having an Irish source and therefore
interest earned and discounts realised on such Notes may be regarded as Irish source income. Accordingly,
pursuant to general Irish tax rules, a non-Irish resident person in receipt of such income would be technically
liable to Irish income tax (and levies if received by an individual) subject to the provisions of any applicable
double tax treaty. Ireland has currently 44 double tax treaties in effect (see “Withholding Taxes” below) and the
majority of them exempt interest (which sometimes includes discounts) from Irish tax when received by a
resident of the other jurisdiction. Credit is available for any Irish tax withheld from income on account of the
related income tax liability. Companies that are not resident in Ireland for the purposes of Irish tax, where the
income is not attributable to a branch or agency of the company in Ireland, are subject to income tax at the
standard rate. Therefore any withholding tax suffered should be equal to and in satisfaction of the full income
tax liability. (Companies that are not resident in Ireland for the purposes of Irish tax operating in Ireland
through a branch or agency of the company in Ireland to which the income is attributable would be subject to
Irish corporation tax).
There is an exemption from Irish income tax under Section 198 TCA 1997 in certain circumstances.
These circumstances include:
(a) where interest is paid by a qualifying company within the meaning of Section 110 TCA 1997 to a
person that is resident in an EU Member State (other than Ireland) or is a resident of a territory with
which Ireland has a double tax treaty that is in effect, under the terms of that treaty;
(b) where interest is paid by a company to a person that is not resident in Ireland and that is regarded as
being resident in an EU Member State (other than Ireland) or is a resident of a territory with which
Ireland has a double tax treaty that is in effect, under the terms of that treaty, and the interest is exempt
from withholding tax because it is payable on a quoted Eurobond (see “Withholding Taxes” below); or
(c) where the interest is paid by a company in the ordinary course of its trade or business and the recipient
of the interest is a company that is resident in an EU Member State (other than Ireland) or that is a
resident of a territory with which Ireland has a double tax treaty that is in effect, under the terms of that
treaty.
Interest on the Notes which does not fall within the above exemptions and discounts realised are within the
charge to Irish income tax to the extent that a double tax treaty that is in effect does not exempt the interest or
discount as the case may be. However, it is understood that the Revenue Commissioners have, in the past,
operated a practice (as a consequence of the absence of a collection mechanism rather than adopted policy)
whereby no action will be taken to pursue any liability to such Irish tax in respect of persons who are regarded
as not being resident in Ireland except where such persons:
(i) are chargeable in the name of a person (including a trustee) or in the name of an agent or branch in
Ireland having the management or control of the interest; or
(ii) seek to claim relief and/or repayment of tax deducted at source in respect of taxed income from
Irish sources; or
(iii) are chargeable to Irish corporation tax on the income of an Irish branch or agency or to income tax
on the profits of a trade carried on in Ireland to which the interest is attributable.
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There can be no assurance that the Revenue Commissioners will apply this practice in the case of the
holders of Notes and, as mentioned above, there is a statutory obligation to account for Irish tax on a selfassessment
basis and there is no requirement for the Revenue Commissioners to issue or raise an assessment.
Withholding Taxes
In general, withholding tax at the rate of 20 per cent. must be deducted from payments of yearly interest
that are within the charge to Irish tax, which would include those made by a company resident in Ireland for the
purpose of Irish tax. However, Section 64 TCA 1997 provides for the payment of interest in respect of quoted
Eurobonds without deduction of tax in certain circumstances. A “quoted Eurobond” is defined in Section 64
TCA 1997 as a security which:
(a) is issued by a company;
(b) is quoted on a recognised stock exchange (the Irish Stock Exchange is a recognised stock exchange for
this purpose); and
(c) carries a right to interest.
There is no obligation to withhold tax on quoted Eurobonds where:
(a) the person by or through whom the payment is made is not in Ireland; or
(b) the payment is made by or through a person in Ireland, and
(i) the quoted Eurobond is held in a recognised clearing system (Euroclear and Clearstream,
Luxembourg are recognised clearing systems); or
(ii) the person who is the beneficial owner of the quoted Eurobond and who is beneficially entitled to
the interest is not resident in Ireland and has made an appropriate declaration to this effect.
As the Notes to be issued by the Issuer will qualify as quoted Eurobonds and as they will be held in
Euroclear and Clearstream, Luxembourg, the payment of interest in respect of such Notes should be capable of
being made without withholding tax, regardless of where the Noteholder is resident.
Separately, Section 246 TCA 1997 (“Section 246”) provides certain exemptions from this general
obligation to withhold tax. Section 246 provides an exemption in respect of interest payments made by a
qualifying company within the meaning of Section 110 TCA 1997 to a person resident in a relevant territory
except where that person is a company and the interest is paid to the company in connection with a trade or
business carried on in Ireland by that company through a branch or agency. Also Section 246 provides an
exemption in respect of interest payments made by a company in the ordinary course of business carried on by it
to a company resident in a relevant territory except where the interest is paid to the company in connection with
a trade or business carried on in Ireland by that company through a branch or agency. A relevant territory for
this purpose is an E.U. Member State, other than Ireland, or not being such a Member State, a territory with
which Ireland has entered into a double tax treaty that is in effect. As of the Closing Date, Ireland has entered
into a double tax treaty with each of Australia, Austria, Belgium, Bulgaria, Canada, China, Chile (signed but not
yet in effect), Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary,
Iceland, Israel, India, Italy, Japan, Korea (Rep. of), Latvia, Lithuania, Luxembourg, Malaysia, Mexico, the
Netherlands, New Zealand, Norway, Pakistan, Poland, Portugal, Romania, Russia, Slovak Republic, Slovenia,
South Africa, Spain, Sweden, Switzerland, United Kingdom, United States of America and Zambia. New
treaties with Argentina, Egypt, Kuwait, Malta, Moldova, Morocco, Thailand, Tunisia, Turkey, Ukraine and
Vietnam are in the course of being negotiated.
Discounts realised on the Notes will not be subject to Irish withholding tax.
Encashment Tax
Interest on any Note which qualifies for exemption from withholding tax on interest as a quoted Eurobond
(see above) realised or collected by an agent in Ireland on behalf of any Noteholder will be subject to a
withholding at the standard rate of Irish income tax (currently 20 per cent.). This is unless the beneficial owner
of the Note that is entitled to the interest is not resident in Ireland and makes a declaration in the required form.
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This is provided that such interest is not for the purposes of Irish tax deemed, under the provisions of Irish tax
legislation, to be the income of another person that is resident in Ireland.
Capital Gains Tax
A holder of a Note will not be subject to Irish taxes on capital gains provided that such holder is neither
resident nor ordinarily resident in Ireland and such holder does not have an enterprise, or an interest in an
enterprise, which carries on business in Ireland through a branch or agency or a permanent establishment to
which or to whom the Notes are attributable.
Capital Acquisitions Tax
If the Notes are comprised in a gift or inheritance taken from an Irish resident or ordinarily resident
disponer or if the disponer’s successor is resident or ordinarily resident in Ireland, or if any of the Notes are
regarded as property situated in Ireland, the disponer’s successor (primarily), or the disponer, may be liable to
Irish capital acquisitions tax. The Notes may be regarded as property situated in Ireland.
For the purposes of capital acquisitions tax, under current legislation a non-Irish domiciled person will not
be treated as resident or ordinarily resident in Ireland for the purposes of the applicable legislation except where
that person has been resident in Ireland for the purposes of Irish tax for the 5 consecutive years of assessment
immediately preceding the year of assessment in which the date of the gift or inheritance falls.
Value Added Tax
The provision of financial services is an exempt transaction for Irish Value Added Tax (“Irish VAT”)
purposes. Accordingly, in general the Issuer should not be entitled to recover Irish VAT suffered.
EU Directive on the Taxation of Savings Income
On 3 June 2003, the European Council of Economics and Finance Ministers adopted the European Union
Council Directive 2003/48/EC on the taxation of savings income (the “Directive”). Under the Directive,
Member States are required to provide to the tax authorities of another Member State details of payments of
interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other
Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead required
(unless during that period they elect otherwise) to operate a withholding system in relation to such payments
(the ending of such transitional period being dependent upon the conclusion of certain other agreements relating
to information exchange with certain other countries).
The Directive has been enacted into Irish legislation. Where any person in the course of a business or
profession carried on in Ireland makes an interest payment to, or secures an interest payment for the immediate
benefit of, the beneficial owner of that interest, where that beneficial owner is an individual, that person must, in
accordance with the methods prescribed in the legislation, establish the identity and residence of that beneficial
owner. Where such a person makes such a payment to a “residual entity” then that interest payment is a
“deemed interest payment” of the “residual entity” for the purpose of this legislation. A “residual entity”, in
relation to “deemed interest payments”, must, in accordance with the methods prescribed in the legislation,
establish the identity and residence of the beneficial owners of the interest payments received that are comprised
in the “deemed interest payments”.
“Residual Entity” means a person or undertaking established in Ireland or in another Member State or in
an “associated territory” to which an interest payment is made for the benefit of a beneficial owner that is an
individual, unless that person or undertaking is within the charge to corporation tax or a tax corresponding to
corporation tax, or it has, in the prescribed format for the purposes of this legislation, elected to be treated in the
same manner as an undertaking for collective investment in transferable securities within the meaning of the
UCITS Directive 85/611/EEC, or it is such an entity or it is an equivalent entity established in an “associated
territory”, or it is a legal person (not being an individual) other than certain Finnish or Swedish legal persons
that are excluded from the exemption from this definition in the Directive.
Procedures relating to the reporting of details of payments of interest (or similar income) made by any
person in the course of a business or profession carried on in Ireland, to beneficial owners that are individuals or
to residual entities resident in another Member State or an “associated territory” and procedures relating to the
reporting of details of deemed interest payments made by residual entities where the beneficial owner is an
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individual resident in another Member State or an “associated territory”, apply in Ireland. For the purposes of
these paragraphs “associated territory” means Aruba, Netherlands Antilles, Jersey, Gibraltar, Guernsey, Isle of
Man, Anguilla, British Virgin Islands, Cayman Islands, Andorra, Liechtenstein, Monaco, San Marino, the Swiss
Confederation, Montserrat and Turks and Caicos Islands.
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UNITED KINGDOM TAXATION
The following, which applies only to persons who are the beneficial owners of the Notes, is a summary
of the Issuer’s understanding of current United Kingdom tax law and HM Revenue & Customs practice
as at the date of this Offering Circular relating to certain aspects of the United Kingdom taxation of the
Notes. It is not a comprehensive analysis of the tax consequences arising in respect of Notes and so should
be treated with appropriate caution. Some aspects do not apply to certain classes of taxpayer (such as
dealers) to whom special rules may apply. Prospective Noteholders who are in any doubt about their tax
position or who may be subject to a tax in a jurisdiction other than the United Kingdom should seek their
own professional advice.
United Kingdom Withholding Tax
Interest payments on the Notes (whether in global or registered definitive form) will be payable without
withholding or deduction for or on account of United Kingdom income tax provided that the Notes are listed on
a recognised stock exchange within the meaning of Section 1005 of the Income Tax Act 2007 (which includes
the Irish Stock Exchange) as the Notes constitute quoted Eurobonds being Notes which:
(a) are issued by a company;
(b) are listed on a recognised stock exchange; and
(c) carry a right to interest.
Noteholders who are individuals should note that where any interest on Notes is paid to them (or to any
person acting on their behalf) by any person in the United Kingdom acting on behalf of the Issuer (a “paying
agent”), or is received by any person or entity in the United Kingdom acting on behalf of the relevant
Noteholder (a “receiving agent”) then the paying agent or the receiving agent (as the case may be) may, or in
the case of Noteholders in a ‘prescribed territory’ must, supply to HM Revenue & Customs details of the
payment and certain details relating to the Noteholder (including the Noteholder’s identity and country of
residence). These details will be passed on to the tax authorities of any ‘prescribed territory’ in which the
Noteholder is resident. For the purpose of this paragraph, ‘prescribed territory’ means any EU Member State,
Aruba, British Virgin Islands, Gibraltar, Isle of Man, Jersey, Montserrat or Netherlands Antilles.
United Kingdom Corporation Tax Payers
Noteholders which are within the charge to corporation tax will be charged to tax as income on all profits
and gains on, and fluctuations in value of, the Notes (whether attributable to currency fluctuations or otherwise)
in relation to periods of account beginning on or after 1 January 2005, broadly, consistently with the way such
profits, gains and fluctuations in value are recognised in their accounts provided their accounts are prepared in
accordance with international accounting standards or United Kingdom generally accepted accounting practice.
Other United Kingdom Tax Payers
Accrued Income Scheme
For the purposes of provisions known as the accrued income scheme, a transfer of a Note by a Noteholder
resident or ordinarily resident in the United Kingdom or a Noteholder who carries on a trade in the United
Kingdom through a permanent establishment to which the Note is attributable, may give rise to a charge to
United Kingdom tax on income in respect of an amount treated, under the Accrued Income Scheme, as
representing interest accrued on the Note at the time of transfer. For further information in this regard,
Noteholders should seek their own professional advice.
The Class E Notes, Class V Notes and Class X Notes are likely to constitute variable rate securities for the
purposes of the Accrued Income Scheme. Under the Accrued Income Scheme on a disposal of the Class E
Notes, Class V Notes and Class X Notes by a Noteholder who is resident or ordinarily resident in the United
Kingdom or carries on a trade in the United Kingdom through a permanent establishment to which the Class E
Notes, Class V Notes and Class X Notes are attributable, the Noteholder may be charged to income tax on an
amount of interest which is just and reasonable in the circumstances. The purchaser of such a Note will not be
entitled to any equivalent tax credit under the accrued income scheme to set against any actual interest received
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y the purchaser in respect of the Class E Notes, Class V Notes and Class X Notes (which may therefore be
taxable in full).
Taxation of Chargeable Gains
A disposal of the Notes by an individual Noteholder who is resident or ordinarily resident in the United
Kingdom, or who carries on a trade, profession or vocation in the United Kingdom through a permanent
establishment to which the Notes are attributable, may give rise to a chargeable gain or an allowable loss for the
purpose of taxation of capital gains.
Stamp Duty and Stamp Duty Reserve Tax
No United Kingdom stamp duty, stamp duty reserve tax (“SDRT”) or stamp duty land tax is payable on the
issue of the Notes.
Transfer of the Notes within a clearing service will not be chargeable to United Kingdom stamp duty unless
such transfer is effected by means of a written instrument and then only if such written instrument is executed in
the United Kingdom or relates to some matter or thing to be done in the United Kingdom. Although a liability
to United Kingdom stamp duty may arise in respect of such a written instrument, it is not likely that any such
duty will need to be paid in practice, unless the written instrument is required to be produced in the United
Kingdom for official purposes.
No liability to SDRT should arise in respect of an agreement to transfer the Notes where they are held by
the Common Depository and where such transfer would be effected through the transfer of Book-Entry Interests
within the clearing service itself, so long as such clearing service has not made an election under section 97A
Finance Act 1986 for an alternative system of charge.
Agreements to transfer the Notes outside a clearing service may be subject to SDRT.
EU Directive on the Taxation of Savings Income
On 3 June 2003, the European Council of Economics and Finance Ministers adopted the EC Council
Directive 2003/48/EC (the “Directive”) on the taxation of savings income. Under the Directive, Member States
are required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of
interest (or similar income) paid by a person within its jurisdiction to an individual resident in that other
Member State. However, for a transitional period, Belgium, Luxembourg and Austria will instead be required
(unless during that period they elect otherwise) to operate a withholding system in relation to such payments
(the ending of such transitional period being dependent upon the conclusion of certain other agreements relating
to information exchange with certain other countries). A number of non-EU countries and territories, including
Switzerland, have agreed to adopt similar measures (a withholding system in the case of Switzerland) with
effect from the same date.
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UNITED STATES TAXATION
The following summary is not intended or written to be used, and cannot be used, for the purpose of
avoiding U.S. federal, state, or local tax penalties. The following summary is provided in connection with the
promotion or marketing by the Issuer and the Manager of the transactions or matters addressed in this
prospectus supplement. Investors should seek advice based on their particular circumstances from an
independent tax advisor.
The following is a summary of certain United States federal income tax considerations for original
purchasers of the Notes that use the accrual method of accounting for United States federal income tax purposes
and that hold the Notes as capital assets. This summary does not discuss all aspects of United States federal
income taxation that might be important to particular investors in light of their individual investment
circumstances, such as investors subject to special tax rules (e.g., financial institutions, insurance companies,
tax-exempt institutions, non-United States persons engaged in a trade or business within the United States, or
persons the functional currency of which is not the United States dollar). In particular, investors not using the
accrual method of accounting for United States federal income tax purposes may be subject to special rules not
described herein. In addition, this summary does not discuss any non-United States, state, or local tax
considerations. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), and
administrative and judicial authorities, all as in effect on the date hereof and all of which are subject to change,
possibly on a retroactive basis.
Prospective investors should consult their tax advisers regarding the federal, state, local, and non-
United States income and other tax considerations of owning the Notes. No rulings will be sought from
the United States Internal Revenue Service (the “IRS”) with respect to the United States federal income
tax consequences described below.
For purposes of this summary, a “United States holder” means a beneficial owner of a Note who or which
is, for United States federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation
or partnership created or organised in or under the laws of the United States or of any State thereof or the
District of Columbia, or (iii) an estate or trust described in section 7701(a)(30) of the Code (taking into account
effective dates, transition rules and elections in connection therewith). A “non-United States holder” means a
beneficial owner of a Note that is not a United States holder.
Characterisation of the Notes
The Issuer intends to take the position that the Notes are debt for United States federal income tax purposes.
However, the Issuer will not obtain any rulings or opinions of counsel on the characterisation of the Notes and
there can be no assurance that the IRS or the courts will agree with the position of the Issuer. In particular,
because of the subordination and other features of the Class E Notes (and to a lesser extent, a more senior class
of Notes), the fact that the Class X Notes consist disproportionately of interest payments and the fact that the
Class V Notes consist of payments contingent upon the occurrence of certain events, there is a significant
possibility that the IRS could successfully contend that such classes should be treated as equity. See “—
Possible Alternative Characterisation of the Notes” and “—Taxation of the Class V Notes” below. Absent a
final determination by the IRS to the contrary, the Issuer will treat the Notes as debt for purposes of United
States federal, state and local income or franchise taxes and any other United States federal, state and local taxes
imposed on or measured by income. In addition, each Noteholder and Owner, by acceptance of a Note or a
beneficial interest therein, agrees to treat the Notes as debt for the purposes of United States federal, state and
local income or franchise taxes and any other United States, federal, state and local taxes imposed on or
measured by income and to report the Notes on all applicable tax returns in a manner consistent with such
treatment unless there has been a final determination by the IRS that such treatment is improper. Unless
otherwise indicated, the discussion in the following paragraphs assumes this characterisation of the Notes is
correct for United States federal income tax purposes. The following paragraphs are also based on the
assumption that the Issuer will not be engaged in a trade or business within the United States.
Interest Income of United States Holders
General: Assuming the Notes are not issued with original issue discount (“OID”) for United States federal
income tax purposes (as discussed below), interest on such Notes will be taxable to a United States holder as
ordinary income at the time it is accrued.
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A Note will be considered issued with OID if its “stated redemption price at maturity” exceeds its “issue
price” (i.e., the price at which a substantial portion of the respective class of Notes is first sold (not including
sales to the Manager)) by an amount equal to or greater than 0.25 per cent. of such Note’s stated redemption
price at maturity multiplied by such Note’s weighted average maturity (“WAM”). In general, a Note’s “stated
redemption price at maturity” is the sum of all payments to be made on the Note other than payments of
“qualified stated interest”. The WAM of a Note is computed based on the number of full years each distribution
of principal (or other amount included in the stated redemption price at maturity) is scheduled to be outstanding,
rounding down each anticipated distribution of principal to the next lowest number of whole year. The schedule
of such likely distributions should be determined in accordance with the assumed rate of prepayment (the
“Prepayment Assumption”) used in pricing the Notes. The pricing of the Notes was calculated on the
assumption that there will be no prepayments other than scheduled amortisation.
In general, interest on the Notes will constitute “qualified stated interest” only if such interest is
“unconditionally payable” at least annually at a single fixed or qualifying variable rate (or permitted
combination of the foregoing) within the meaning of applicable United States Treasury Department Regulations.
Interest will be considered “unconditionally payable” for these purposes if legal remedies exist to compel timely
payment of such interest or if the Notes contain terms and conditions that make the likelihood of late payment or
non-payment “remote”. Although the conditions of the Notes provide that a holder cannot compel the timely
payment of any interest accrued in respect of the Notes (other than the Class A Notes), unless all more senior
classes of Notes are not outstanding regulations provide that in determining whether interest is unconditionally
payable the possibility of non-payment due to default, insolvency or similar circumstances is ignored.
Accordingly, the Issuer intends to take the position that interest payments on the Notes, other than the Class X
Notes and the Class V Notes, constitute “qualified stated interest”. It is possible that the IRS could take a
contrary position.
Because the Class X Notes consist entirely of interest payments, the Issuer intends to take the position that
such classes do not bear “qualified stated interest” and that all payments thereon will be included in their stated
redemption price at maturity. A United States holder will not be able to deduct any “negative OID” if future
payments are reduced by rapid reduction of the notional amounts of the Class X Notes but will be able to offset
such amounts only against future positive accruals of OID, if any. The Issuer will take the position that the
Class X Notes will not be subject to the rules applicable to contingent payment debt instruments, and United
States holders should consult their tax advisers in this regard. See “—Taxation of the Class V Notes” below.
A United States holder of any class of Notes deemed to bear OID generally would be required to accrue
OID on the Note for United States federal income tax purposes for each day on which the United States holder
holds such instrument. Special rules applicable to debt instruments such as the Notes as to which the repayment
of principal may be accelerated as a result of the prepayment of other obligations securing the debt instruments
provide that the periodic inclusion of OID is determined by taking into account the prepayment assumption used
in pricing the debt instrument and actual prepayment experience. Under these rules, the OID accruing in any
period will likely equal the amount by which (a) the sum of (i) the present value of all remaining distributions to
be made on the Note as of the end of such period plus (ii) the distributions made during such period included in
the Note’s stated redemption price at maturity, exceeds (b) the “adjusted issue price” of the Note as of the
beginning of the period. The present value of the remaining distributions to be made on a Note is calculated
based on (w) the original yield to maturity of such instrument, (x) events (including actual prepayments) that
have occurred prior to the end of the period, (y) the Prepayment Assumption and (z) the value of three-month
LIBOR on the Closing Date. The “adjusted issue price” of a Note at the beginning of any accrual period
generally would be the sum of its issue price and the amount of OID allocable to all prior accrual periods, less
the amount of any payments (other than payments of qualified stated interest) made in all prior accrual periods.
The OID accruing in any period generally will increase if prepayments on the Libra Loan exceed the
Prepayment Assumption and decrease if prepayments are slower than the Prepayment Assumption.
Sourcing: Interest on a Note will constitute foreign source income for United States federal income tax
purposes. Subject to certain limitations, United Kingdom and Irish withholding tax, if any, imposed on
payments on the Notes will generally be treated as foreign tax eligible for credit against a United States holder’s
United States federal income tax (unless such tax is refundable under the relevant treaty). For foreign tax credit
purposes, interest will generally be treated as foreign source passive income (or, in the case of certain United
States holders, financial services income).
Foreign Currency Considerations: A United States holder that receives a payment of interest in sterling
with respect to the Notes will be required to include in income the United States dollar value of the amount of
interest income that has accrued and is otherwise required to be taken into account with respect to the Notes
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during an accrual period. The United States dollar value of such accrued income will be determined by
translating such income at the average rate of exchange for the accrual period or, with respect to an accrual
period that spans two taxable years, at the average rate for the partial period within the relevant taxable year.
Such United States holder will recognise additional exchange gain or loss, treated as ordinary income or loss,
with respect to accrued interest income on the date such income is actually received or the applicable Note is
disposed of. The amount of ordinary income or loss recognised will equal the difference between (i) the United
States dollar value of the sterling payment received (determined at the spot rate on the date such payment is
received or the applicable Note is disposed of) in respect of such accrual period and (ii) the United States dollar
value of interest income that has accrued during such accrual period (determined at the average rate as described
above). A United States holder may elect to translate interest income into United States dollars at the spot rate
on the last day of the interest accrual period (or, in the case of a partial interest period, the spot rate on the last
day of the taxable year) or, if the last day of the interest period is within five business days of the date of receipt,
the spot rate on the date of receipt. A United States holder that makes such an election must apply it
consistently to all debt instruments from year to year and cannot change the election without the consent of the
IRS.
Prepayment Charges and Yield Maintenance Premia
As described herein, certain of the Prepayment Charges and Yield Maintenance Premia actually collected
on the underlying mortgage loan will be paid on the Class V Notes as and to the extent described in this
Offering Circular. It is not entirely clear under the Code when the amount of a Prepayment Charge or Yield
Maintenance Premium should be taxed to a holder of Class V Notes entitled to that amount. For United States
federal income tax reporting purposes, unless otherwise required by applicable authority, the Issuer will report
Prepayment Charges and Yield Maintenance Premia as income to United States holders of Class V Notes only
after the Issuer’s actual receipt of those amounts. The IRS may nevertheless seek to require that an assumed
amount of Prepayment Charges and Yield Maintenance Premia be included in payments projected to be made
on the Class V Notes and that the taxable income be reported based on the projected constant yield to maturity
of the Class V Notes. Therefore, the projected Prepayment Charges and Yield Maintenance Premia would be
included prior to their actual receipt by holders of the Class V Notes. If the projected Prepayment Charges and
Yield Maintenance Premia were not actually received, presumably the holder of a Class V Note would be
allowed to claim a deduction or reduction in gross income at the time the unpaid Prepayment Charges and Yield
Maintenance Premia had been projected to be received. Moreover, it is unclear whether Prepayment Charges
and Yield Maintenance Premia are to be treated as ordinary income or capital gain. Moreover, the foreign
currency translation rate for Prepayment Charges and Yield Maintenance Premia depends on whether it is
accrued upon receipt or accrued over time like interest. See “—Foreign Currency Considerations” above.
Disposition of Notes by United States Holders
General: Upon the sale, exchange or retirement of a Note, a United States holder will recognise taxable
gain or loss equal to the difference between the amount realised on the sale, exchange or retirement and the
United States holder’s adjusted tax basis in the Note. For these purposes, the amount realised does not include
any amount attributable to accrued qualified stated interest on the Note (which will be treated as interest as
described under “—Interest Income of United States Holders” above). A United States holder’s adjusted tax
basis in a Note generally will equal the cost of the Note to the United States holder, decreased by any payments
(other than payments of qualified stated interest) received on the Note and increased in the case of a Note
deemed to bear OID by any accrued OID.
In general, except as described below and under “—Taxation of the Class V Notes”, gain or loss realised on
the sale, exchange or retirement of a Note will be capital gain or loss. The distinction between capital gain or
loss and ordinary income or loss is relevant for purposes of, among other things, limitations on the deductibility
of capital losses.
Foreign Currency Considerations: A United States holder’s tax basis in a Note, and the amount of any
subsequent adjustment to such United States holder’s tax basis, will be the United States dollar value of the
sterling amount paid for such Note, or of the sterling amount of the adjustment, determined at the spot rate on
the date of such purchase or adjustment. A United States holder that purchases a Note with previously owned
sterling will recognise ordinary income or loss in an amount equal to the difference, if any, between such United
States holder’s tax basis in the sterling and the United States dollar value of the sterling on the date of purchase.
Gain or loss realised upon the receipt of a principal payment on, or the sale, exchange or retirement of, a
Note that is attributable to fluctuations in currency exchange rates will be treated as ordinary income or loss
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which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange
rates will equal the difference between (i) the United States dollar value of the applicable sterling principal
amount of such Note, and any payment with respect to accrued interest, translated at the spot rate on the date
such payment is received or such Note is disposed of, and (ii) the United States dollar value of the applicable
sterling principal amount of such Note, on the date such holder acquired such Note, and the United States dollar
amounts previously included in income in respect of the accrued interest received. Such foreign currency gain
or loss will be recognised only to the extent of the total gain or loss realised by a United States holder on the
sale, exchange or retirement of the Note. The source of such sterling gain or loss will be determined by
reference to the residence of the United States holder or the qualified business unit of the United States holder
on whose books the Note is properly reflected.
A United States holder will have a tax basis in any sterling received on the receipt of principal on, or the
sale, exchange or retirement of, a Note equal to the United States dollar value of such sterling, determined at the
time of such receipt, sale, exchange or retirement. Any gain or loss realised by a United States holder on a
subsequent sale or other disposition of sterling (including its exchange for United States dollars) will generally
be ordinary income or loss.
Losses on the Notes
It is likely that the Notes will be treated as a “security” as defined in Section 165(g)(2) of the Code.
Accordingly, any loss with respect to the Notes as a result of one or more realised losses on the Libra Loan will
be treated as a loss from the sale or exchange of a capital asset at that time. In addition, no loss will be
permitted to be recognised until the Notes are wholly worthless.
Each United States holder will be required to accrue interest and any OID with respect to a Note based on
the assumption that no defaults or delinquencies will occur with respect to the Libra Loan. Accordingly,
particularly with respect to the more subordinated Notes, the amount of taxable income reported during the early
years of the term of the Notes may exceed the economic income actually realised by the holder during that
period. Although the United States holder of a Note would eventually recognise a loss or reduction in income
attributable to the previously accrued income that is ultimately not received as a result of such defaults, the law
is unclear with respect to the timing and character of such loss or reduction in income. Moreover, in these
circumstances, the present value of the tax detriment associated with the inclusion of such income early in the
term of the Notes would generally exceed the present value of the subsequent tax benefit associated with such
eventual loss or reduction in income, assuming no changes in prevailing tax rates.
Taxation of the Class V Notes
Although not free from doubt, to the extent that the Class V Notes are treated as debt instruments, it would
appear that the Class V Notes would be subject to the contingent payment debt instrument provisions of the
Treasury regulations (the “CDI regulations”). Under the CDI regulations, the comparable yield, as of the
Closing Date, would be required to be determined for the Class V Notes. Although not entirely clear as to the
Class V Notes, it appears that the comparable yield would generally be the yield at which a fixed rate debt
instrument with terms and conditions similar to the Class V Notes (including the level of subordination, term,
timing of payments and general market conditions) would be issued, not taking into consideration the risk of the
contingencies or the liquidity of the Class V Notes. Further, such a comparable yield could not be less than the
Applicable Federal Rate announced monthly by the IRS. In addition, any gain on the sale, exchange, or
retirement of the Class V Notes would be treated as ordinary income and not capital gain. However, as
mentioned above, this treatment is not free from doubt and it is possible that the IRS could assert, and a court
could ultimately hold, that some other treatment should apply to the Class V Notes. For example, there is a
strong possibility that the Class V Notes could be treated as owning undivided beneficial interests in the Class V
Amounts or could be treated as owning an equity interest in the Issuer. See “—Possible Alternative
Characterisation of the Notes” below. Investors in the Class V Notes should consult their own tax advisers as to
the U.S. federal income tax consequences of the Class V Notes.
Possible Alternative Characterisation of the Notes
Although, as described above, the Issuer intends to take the position that the Notes will be treated as debt
for United States federal income tax purposes, such position is not binding on the IRS or the courts and thus no
assurance can be given that such characterisation will prevail. In particular, because of the subordination and
other features of the Class E Notes (and to a lesser extent, each more senior class of Notes) and the fact that the
Class X Notes consist disproportionately of interest payments and the fact that the Class V Notes consist of
217

payments contingent upon the occurrence of certain events, there is a significant possibility that the IRS could
successfully contend that such classes should be treated as an equity interest in the Issuer. The following
discussion sets forth the United States federal income tax treatment of the Notes if they were treated as an equity
interest in the Issuer. United States holders of the Notes, particularly the Class E Notes, the Class X Notes and
the Class V Notes, should consult their own tax advisors as to whether they should report either such class as
equity on their own federal, state or local tax returns.
If the IRS successfully asserted that all or a portion of the Notes should be treated as equity interests in the
Issuer (any such Note, a “Recharacterised Note”), a United States holder of a Recharacterised Note would be
required to include in income (with no dividends received deduction available to corporate United States
holders) payments of “interest” as dividends to the extent of current or accumulated earnings and profits of the
Issuer, as determined for United States federal income tax purposes. “Interest” payments on the Recharacterised
Note, to the extent they exceeded current or accumulated earnings and profits of the Issuer, generally would
reduce the United States holder’s tax basis in the Note and, to the extent they exceeded the United States
holder’s basis, would generate capital gain. “Interest” income derived by a United States holder with respect to
a Recharacterised Note generally would constitute foreign source income that would be treated as passive
income for foreign tax credit purposes. Each United States holder should consult its own tax advisers as to how
it would be required to treat this income for purposes of its particular United States foreign tax credit
calculation.
Gain or loss recognised on any Recharacterised Notes generally would be capital gain or loss. Some or all
of any gain recognised by a United States holder owning at least 10 per cent. of such Notes, either directly or
indirectly under certain constructive ownership rules, might be treated as ordinary income.
Classification of Issuer as Passive Foreign Investment Company
The Issuer will likely be treated as a passive foreign investment company (“PFIC”) for United States
federal income tax purposes. As a result, a United States holder of any Recharacterised Notes might be subject
to potentially adverse United States federal income tax consequences as the holder of an equity interest in a
PFIC. A United States holder of an equity interest in a PFIC that receives an “excess distribution” must allocate
the excess distribution rateably to each day in the holder’s holding period for the stock and must pay a “deferred
tax amount” with respect to each prior year in the holding period. The total excess distribution for any taxable
year is the excess of (a) the total distributions for the year over (b) 125 per cent. of the average amount received
in respect of such equity interest by the United States holder during the three preceding years. In addition, any
gain recognised on the sale, retirement or other taxable disposition of such Notes would be recharacterised as
ordinary income and would further be treated as having been recognised pro rata over such United States
holder’s entire holding period. The amount of gain treated as having been recognised in prior taxable years
would be subject to tax at the highest tax rate in effect for such years, with interest thereon calculated by
reference to the interest rate generally applicable to underpayments with respect to tax liabilities from such prior
taxable years. Moreover, a transfer by gift or a pledge of the Notes could cause a United States holder to
recognise taxable income. Also, if any class of Notes were treated (in whole or in part) as equity interests in a
PFIC, an individual United States holder of such class would not get a step-up in tax basis to the fair market
value of such Note upon the holder’s death.
In general, United States shareholders of a PFIC can mitigate any adverse tax consequences of the PFIC
rules by filing an election to treat the PFIC as a qualified electing fund (“QEF”) if the PFIC complies with
certain reporting requirements. However, the Issuer does not intend to comply with such reporting requirements
necessary to permit United States holders to elect to treat the Issuer as a QEF.
A United States holder that holds “marketable stock” in a PFIC might, in lieu of making a QEF election,
also avoid certain unfavourable consequences of the PFIC rules by electing to mark the Recharacterised Notes
to market as of the close of each taxable year. A United States holder that made the mark-to-market election
would be required to include in income each year as ordinary income an amount equal to the excess, if any, of
the fair market value of the Recharacterised Notes at the close of the year over the United States holder’s
adjusted tax basis in the Recharacterised Notes. For this purpose, a United States holder’s adjusted basis
generally would be the United States holder’s cost for the Recharacterised Notes, increased by the amount
previously included in the United States holder’s income pursuant to this mark-to-market election and decreased
by any amount previously allowed to the United States holder as a deduction pursuant to such election (as
described below). If, at the close of the year, the United States holder’s adjusted tax basis exceeded the fair
market value of the Recharacterised Note, then the United States holder could deduct any such excess from
ordinary income, but only to the extent of net mark-to-market gains on such Recharacterised Notes previously
218

included in income. Any gain from the actual sale of the Recharacterised Notes would be treated as ordinary
income, and to the extent of net mark-to-market gains previously included in income any loss would be treated
as ordinary loss. Recharacterised Notes would be considered “marketable stock” in a PFIC for these purposes
only if they were regularly traded on an exchange which the IRS determines has rules adequate for these
purposes. Application has been made to the Financial Regulator in Ireland, as competent authority under the
Prospectus Directive, for the Prospectus to be approved. Application has been made to the Irish Stock Exchange
for the Notes to be admitted to the Official List and to trading on its regulated market. However, there can be no
assurance that the Notes will be listed on the Official List of the Irish Stock Exchange, that they will be
“regularly traded” or that such exchange would be considered a qualified exchange for these purposes.
Depending on the percentage of deemed equity interests of the Issuer held by United States holders, it is
possible that the Issuer might be treated as a “controlled foreign corporation” or “foreign personal holding
company” for United States federal income tax purposes. In such event, United States holders of
Recharacterised Notes might be required to include in income their pro rata shares of the earnings and profits of
the Issuer, and generally would not be subject to the rules described above relating to PFICs. Prospective
investors should consult with their tax advisers concerning the potential effect of the controlled foreign
corporation and foreign personal holding company provisions.
Information Reporting Requirements
The Treasury Department has issued final regulations with regard to reporting requirements relating to the
transfer of property (including certain transfers of cash) to a foreign corporation by United States persons or
entities. In general, these rules may require United States holders who acquire Notes that are characterised (in
whole or in part) as equity of the Issuer to file a Form 926 with the IRS and to supply certain additional
information to the IRS. In the event a United States holder fails to file any such required form the United States
holder could be subject to a penalty equal to 10 per cent. of the gross amount paid for the Notes.
Non-United States Holders
Interest paid (or accrued) to a non-United States holder will not be subject to withholding of United States
federal income tax.
If the interest, gain or income on a Note held by a Non-United States holder is effectively connected with
the conduct of a trade or business in the United States, the holder may be subject to United States federal income
tax on the interest, gain or income at regular income tax rates.
Any capital gain realised on the sale, exchange or retirement of a Note by a non-United States holder will
be exempt from United States federal income and withholding tax provided that (i) such gain is not attributable
to an office or other fixed place of business the non-United States holder maintains in the United States and (ii)
in the case of a non-United States holder who is a natural person, the non-United States holder is not present in
the United States for 183 days or more in the taxable year and certain other conditions are met.
Backup Withholding and Information Reporting
Information reporting to the IRS generally will be required with respect to payments of principal or interest
(including any OID) or to distributions on the Notes and to proceeds of the sale of the Notes that, in each case,
are paid by a United States payer or intermediary to United States holders other than corporations and other
exempt recipients. A 28 per cent. (increasing to 31 per cent. after 2010) “backup” withholding tax will apply to
those payments if such United States holder fails to provide certain identifying information (such as such
holder’s taxpayer identification number) to such payer or intermediary or such holder is notified by the IRS it
has failed to report all interest and dividends required to be shown on its United States federal income tax
returns. Holders may be required to comply with applicable certification procedures to establish that they are
not United States holders in order to avoid the application of such information reporting requirements and
backup withholding. Backup withholding tax is not an additional tax and generally may be credited against a
holder’s United States federal income tax liability provided that such holder provides the necessary information
to the IRS.
219

U.S. ERISA CONSIDERATIONS
The United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes
requirements on employee benefit plans (as defined in Section 3(3) of ERISA) subject to ERISA and on entities,
such as collective investment funds and separate accounts whose underlying assets include the assets of such
plans (all of which are hereinafter referred to as “ERISA Plans”), and on persons who are fiduciaries (as
defined in Section 3(21) of ERISA) with respect to such ERISA Plans. Section 4975 of the Code also imposes
certain requirements on ERISA Plans and on other retirement plans and arrangements, including individual
retirement accounts and Keogh plans (such ERISA Plans and other plans and arrangements are hereinafter
referred to as “Plans”). Certain employee benefit plans, including governmental plans (as defined in Section
3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA), generally are not subject to
the requirements of ERISA. However, such plans may be subject to the provisions of other applicable law
materially similar (“Similar Law”) to the provisions of ERISA and the Code discussed in this section.
Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including the
requirement of investment prudence and diversification, requirements respecting delegation of investment
authority and the requirement that an ERISA Plan’s investments be made in accordance with the documents
governing the ERISA Plan. Each ERISA Plan fiduciary, before deciding to invest in the Notes, must be
satisfied that investment in the Notes is a prudent investment for the ERISA Plan, that the investments of the
ERISA Plan, including the investment in the Notes, are diversified so as to minimise the risk of large losses and
that an investment in the Notes complies with the ERISA Plan and related trust documents.
Section 406 of ERISA and/or Section 4975 of the Code prohibits Plans from engaging in certain
transactions with persons that are “parties in interest” under ERISA or “disqualified persons” under the Code
with respect to such Plans (collectively, “Parties in Interest”). The types of transactions between Plans and
Parties in Interest that are prohibited include: (a) sales, exchanges or leases of property, (b) loans or other
extensions of credit and (c) the furnishing of goods and services. Certain Parties in Interest that participate in a
non-exempt prohibited transaction may be subject to an excise tax under ERISA or the Code. In addition, the
persons involved in the prohibited transaction may have to rescind the transaction and pay an amount to the Plan
for any losses realised by the Plan or profits realised by such persons and certain other liabilities could result
that have a significant adverse effect on such persons.
Certain transactions involving the purchase, holding or transfer of the Notes might be deemed to constitute
prohibited transactions under ERISA and Section 4975 of the Code if assets of the Issuer were deemed to be
assets of a Plan. Under regulations issued by the United States Department of Labor, set forth in 29 C.F.R. §
2510.3-101 (the “Plan Asset Regulations”), the assets of the Issuer would be treated as plan assets of a Plan for
the purposes of ERISA and Section 4975 of the Code only if the Plan acquires an equity interest in the Issuer
and none of the exceptions contained in the Plan Asset Regulations is applicable. An equity interest is defined
under the Plan Asset Regulations as an interest in an entity other than an instrument which is treated as
indebtedness under applicable local law and which has no substantial equity features. Although there is no
authority directly on point, it is anticipated that the Class A Notes, the Class B Notes, the Class C Notes and
Class D Notes should be treated as indebtedness under local law without any substantial equity features for
purposes of the Plan Asset Regulations. This determination is based, among other factors, on the ratings of the
Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the unconditional obligation of the
Issuer to pay interest and to repay principal with respect to such Notes, the creditors’ remedies available to the
Note Trustee on behalf of the Noteholders and the treatment of the Class A Notes, the Class B Notes, the Class
C Notes and the Class D Notes, as indebtedness for U.S. federal income tax purposes. By contrast the Class E
Notes, the Class V Notes and the Class X Notes may be treated as “equity interests” for purposes of the Plan
Asset Regulations. Accordingly, the Class E Notes, the Class V Notes and the Class X Notes may not be
purchased by or transferred to a Plan that is subject to the provisions of ERISA or Section 4975 of the Code or
applicable Similar Law.
However, without regard to whether the Class A Notes, the Class B Notes, the Class C Notes and the Class
D Notes are treated as an equity interest for such purposes, the acquisition or holding of the Class A Notes,
Class B Notes, Class C Notes or Class D Notes by or on behalf of a Plan could be considered to give rise to a
prohibited transaction under ERISA or Section 4975 of the Code if the Issuer, the Manager, the Note Trustee or
any of their respective affiliates is or becomes a Party in Interest with respect to such Plan. However, certain
exemptions from the prohibited transaction rules could be applicable depending on the type and circumstances
of the fiduciary making the decision to acquire the Class A Notes, the Class B Notes, the Class C Notes and the
Class D Notes. Included among these exemptions are Prohibited Transaction Class Exemption (“PTCE”) 84-
14, which exempts certain transactions effected on behalf of a Plan by a “qualified professional asset manager”,
220

PTCE 96-23, which exempts certain transactions effected on behalf of a Plan by an “in-house asset manager”,
PTCE 90-1, which exempts certain transactions between insurance company separate accounts and Parties in
Interest, PTCE 91-38, which exempts certain transactions between bank collective investment funds and Parties
in Interest and PTCE 95-60, which exempts certain transactions between insurance company general accounts
and Parties in Interest (collectively, the “Investor Based Exemptions”). In addition, the U.S. Pension
Protection Act of 2006 provides a statutory exemption (the “Statutory Exemption” and, collectively with the
Investor Based Exemptions, the “Exemptions”) for prohibited transactions between a Plan and a party in
interest (other than a fiduciary or an affiliate that has or exercises discretionary authority or control or renders
investment advice with respect to the assets involved in the transaction), provided that there is adequate
consideration for the transaction. Even if the conditions specified in one or more of these Exemptions are met,
the scope of the relief provided by such Exemptions might or might not cover all acts which might be construed
as prohibited transactions.
A Plan generally should not purchase the Class A Notes, the Class B Notes, the Class C Notes or the Class
D Notes, if the Issuer, the Manager, the Loan Seller, the Note Trustee, the Servicers, the Servicer, the Special
Servicer, the Note Trustee, the Paying Agents, the Cash Managers, the Operating Bank, the Agent Bank, the
Swap Provider, the Advance Provider, Backup Advance Provider or any of their respective affiliates either (a)
has investment discretion with respect to the investment of assets of such Plan; (b) has authority or
responsibility to give or regularly gives investment advice with respect to assets of such Plan, for a fee, and
pursuant to an agreement or understanding that such advice will serve as a primary basis for investment
decisions with respect to such assets and that such advice will be based on the particular investment needs of
such Plan; or (c) is an employer maintaining or contributing to such Plan. A party that is described in clause (a)
or (b) of the preceding sentence is a fiduciary under ERISA with respect to the Plan and any such purchase
might result in a “prohibited transaction” under ERISA or the Code for which no exemption is available.
An insurance company proposing to invest assets of its general account in the Notes should consider the
extent to which such investment would be subject to ERISA and Section 4975 of the Code. On 5 January 2000,
the United States Department of Labor issued a final regulation which provides guidance for determining, in
cases where insurance policies supported by an insurer’s general account are issued to or for the benefit of a
Plan on or before 31 December 1998, which general account assets are plan assets. That regulation generally
provides that, if certain specified requirements are satisfied with respect to insurance policies issued on or before
31 December 1998, the assets of an insurance company general account will not be plan assets. Nevertheless,
certain assets of an insurance company general account may be considered to be plan assets. Therefore, if an
insurance company acquires Notes using assets of its general account, certain of the insurance company’s assets
may be plan assets and the provisions of ERISA and Section 4975 of the Code could apply to such acquisition
and the subsequent holding of the Notes. An insurance company using assets of its general account may not
acquire the Class E Notes, the Class V Notes or the Class X Notes if any of such general account assets are
considered to be plan assets.
The sale of any Class A Notes, Class B Notes, Class C Notes and Class D Notes to a Plan is in no respect a
representation by the Issuer, the Manager or the Note Trustee that such an investment meets all relevant legal
requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is
appropriate for Plans generally or any particular Plan.
Each purchaser of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes will be
deemed to have represented and agreed that (i) either it is not purchasing such Notes with the assets of any Plan
or that one of more exemptions applies such that the use of such assets will not constitute a non-exempt
prohibited transaction under ERISA or the Code (or, in the case of a governmental plan or a church plan, a
violation of a Similar Law), and (ii) with respect to transfers, it will either not transfer such Notes to a transferee
purchasing such Notes with the assets of any Plan (or, in the case of a governmental plan or a church plan
subject to Similar Law), or one or more exemptions (or similar relief under Similar Law) applies such that the
use of such assets will not constitute a non-exempt prohibited transaction. Any Plan fiduciary that proposes to
cause a Plan to purchase such instruments should consult with its counsel with respect to the potential
applicability of ERISA and the Code and Similar Law to such investment and whether any exemption or
exemptions have been satisfied. The Class E Notes, Class V Notes and Class X Notes may not be purchased by
or transferred to a Plan that is subject to the provisions of ERISA or Section 4975 of the Code or a governmental
or church plan subject to Similar Law.
221

LEGAL INVESTMENT
The Notes will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market
Enhancement Act of 1984, as amended (“SMMEA”). The appropriate characterisation of the Notes under
various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the
Notes, is subject to significant interpretive uncertainties.
No representations are made as to the proper characterisation of the Notes for legal investment purposes,
financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the
Notes under applicable legal investment restrictions. The uncertainties described above (and any unfavourable
future determinations concerning the legal investment or financial institution regulatory characteristics of the
Notes) may adversely affect the liquidity of the Notes.
Accordingly, all institutions whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements or review by regulatory authorities should consult with their own
legal advisors in determining whether and to what extent the Notes will constitute legal investments for them or
are subject to investment, capital or other restrictions.
222

SUBSCRIPTION AND SALE
Credit Suisse Securities (Europe) Limited (the “Manager”) whose principal offices are located at One
Cabot Square, London E14 4QJ, pursuant to a subscription agreement dated the date of this Offering Circular
between, among others, the Manager and the Issuer (the “Subscription Agreement”), agreed, (subject to certain
conditions) with the Issuer, to subscribe, or to procure subscriptions, for the Class A Notes at the issue price of
100 per cent. of their principal amount, the Class B Notes at the issue price of 100 per cent. of their initial
principal amount, the Class C Notes at the issue price of 100 per cent. of their initial principal amount, the Class
D Notes at the issue price of 100 per cent. of their initial principal amount, the Class E Notes at the issue price
of 100 per cent. of their initial principal amount, the Class X Notes at the issue price of 100 per cent. of their
initial principal amount and the Class V Notes at the issue price of 100 per cent. of their initial principal amount.
Credit Suisse Securities (Europe) Limited is regulated by the Financial Services Authority.
The Issuer has agreed to reimburse the Manager for certain of their expenses in connection with the issue of
the Notes. The Manager is entitled to be released and discharged from its obligations under the Subscription
Agreement in certain circumstances prior to payment for the Notes to the Issuer. The Issuer has agreed to
indemnify the Manager against certain liabilities in connection with the issue of the Notes.
United States of America
The Manager has represented and agreed with the Issuer that the Notes have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. Persons except in certain
transactions exempt from the registration requirements of the Securities Act. The Manager has agreed that,
except as permitted by the Subscription Agreement, it will not offer, sell or deliver the Notes except: (a) to
persons it reasonably believes to be (i) “Qualified Institutional Buyers” (as that term is defined under Rule
144A of the Securities Act) or (ii) outside the United States to persons other than U.S. Persons in accordance
with Regulation S under the Securities Act (as used in this paragraph, the terms “U.S. Person” and “United
States” shall have the respective meanings given to them in Regulation S).
United Kingdom
The Manager has further represented and agreed that except as permitted by the Subscription Agreement:
(a) it has not offered or sold and will not offer or sell any Notes to persons in the United Kingdom
otherwise than in circumstances which have not resulted and will not result in an offer to the public in
the United Kingdom within the meaning of the Financial Services and Markets Act 2000 (“FSMA”);
(b) it has complied and will comply with all applicable provisions of FSMA with respect to anything done
by it in relation to the Notes in, from or otherwise involving the United Kingdom; and
(c) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer.
European Economic Area
The Manager has further represented and agreed with the Issuer that in relation to each Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member
State”), with effect from and including the date on which the Prospectus Directive is implemented in that
Relevant Member State, it has not offered and will not offer any Notes to persons in that Relevant Member
State, except that it may offer Notes in any Relevant Member State:
(a) in the period beginning on the date of publication of a prospectus in relation to those Notes which has
been approved by the competent authority in a Relevant Member State in accordance with the
Prospectus Directive and, where appropriate, notified to the competent authority in the Relevant
Member State in which such offer is being made in accordance with Article 18 of the Prospectus
Directive and ending on the date which is 12 months after the date of such publication;
223

(b) at any time to legal entities which are authorised or regulated to operate in the financial markets or, if
not so authorised or regulated, whose corporate purposes is solely to invest in securities;
(c) at any time to any legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) and annual
turnover of more than €50,000,000, all as shown in its last annual or consolidated accounts; or
(d) at any time in any other circumstances which do not require the publication by the Issuer of a
prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this paragraph “offer” in relation to any Notes in any Member State means the
communication in any form and by any means of sufficient information on the terms of the offer and the Notes
to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be varied
in that Member State by any measure implementing the Prospectus Directive in that Member State.
Ireland
General
The Manager has further represented and agreed that:
(a) it has not offered and will not offer or sell any Notes other than in compliance with the provisions of
the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland, the Prospectus Directive and
implementing measures in Ireland and the Companies Acts 1963 to 2005 of Ireland and every other
enactment which is to be read together with any of those Acts;
(b) in connection with offers or sales of Notes, it has only issued or passed on, and will only issue or pass
on, in Ireland or elsewhere, any document received by it in connection with the issue of Notes to
persons who are persons to whom the document may otherwise lawfully be issued or passed on; and
(c) it has complied and will comply with all applicable provisions of the Investment Intermediaries Acts,
1995 to 2000 of Ireland with respect to anything done by it in relation to the Notes or operating in, or
otherwise involving, Ireland and, in the case of a Manager acting under and within the terms of an
authorisation to do so for the purposes of EU Council Directive 93/22/EEC of 10 May 1993, it has
complied with any codes of conduct made under the Investment Intermediaries Acts, 1995 to 2000 of
Ireland and, in the case of a Manager acting within the terms of an authorisation granted to it for the
purposes of EU Council Directive 2000/12/EC of 20 March 2000, it has complied with any codes of
conduct or practice made under section 117(1) of the Central Bank Act, 1989 of Ireland.
Other than the approval by the Financial Regulator in Ireland of this Offering Circular as a prospectus in
accordance with the requirements of the Prospectus Directive and implementing measures in Ireland, application
having been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on
its regulated market and the filing of this Offering Circular as a prospectus with the Companies Registration
Office in Ireland, no action is being taken in any jurisdiction that would or is intended to permit a public
offering of the Notes, or the possession, circulation or distribution of this Offering Circular or any other material
relating to the Issuer or the Notes in any jurisdiction where action for that purpose is required. This Offering
Circular does not constitute, and may not be used for the purpose of, an offer or solicitation in or from any
jurisdiction where such an offer or solicitation is not authorised. Accordingly, the Notes may not be offered or
sold, directly or indirectly, and neither this Offering Circular nor any other offering material or advertisement in
connection with the Notes may be distributed or published in or from any country or jurisdiction, except under
circumstances that will result in compliance with any applicable rules and regulations of any such country or
jurisdiction.
The Manager has undertaken not to offer or sell any of the Notes, or to distribute this document or any other
material relating to the Notes, in or from any jurisdiction except under circumstances that will result in
compliance with applicable law and regulations.
Attention is drawn to the information set out under “Notice to Investors”.
224

TRANSFER RESTRICTIONS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any
offer, resale, pledge or transfer of the Notes. For further descriptions of the transfer restrictions related to the
Notes, see “Description of the Notes—Transfer and Transfer Restrictions” and “U.S. ERISA Considerations”.
Each purchaser of an interest in the Notes will be deemed to have acknowledged, represented and agreed as
follows (terms used in this section that are defined in Rule 144A or Regulation S under the Securities Act are
used herein as defined therein).
(a) The purchaser is not an “Affiliate” (within the meaning of Rule 144 under the Securities Act) of the
Issuer or acting on the Issuer’s behalf and either (A)(i) is a qualified institutional buyer, (ii) is aware
that the sale of interests in the Notes to it is being made in reliance on Rule 144A and (iii) is acquiring
such interest in the Notes for its own account or for the account of a qualified institutional buyer, as the
case may be, or (B) is not a U.S. person and is acquiring the Notes outside the United States.
(b) Each purchaser described in subparagraph (A) of paragraph (a) above understands that the Notes have
not been and will not be registered under the Securities Act and that interests therein may be reoffered,
resold, pledged or otherwise transferred only (A)(i) to the Issuer, (ii) to a person whom the purchaser
reasonably believes is a qualified institutional buyer purchasing for its own account or the account of a
qualified institutional buyer in a transaction meeting the requirements of Rule 144A and to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iii) in an
offshore transaction in accordance with Regulation S (provided that, if such transfer is being effected
by a person who acquired the Notes in the initial offering outside the United States who is not a U.S.
person (an “initial foreign purchaser”), or any person who is not a U.S. person who has purchased
Notes from an initial foreign purchaser or from any person other than a qualified institutional buyer
pursuant to this paragraph (iii) prior to the date that is 40 days following the later of the commencement
of the offering and the closing date, the transferee shall not be a U.S. person and such transferee must
be acquiring the Notes in an offshore transaction) or (iv) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 thereunder (if available) and (B) in accordance with all
applicable securities laws of any State of the United States.
(c) The Notes that represent interests sold to purchasers described in subparagraph (A) of paragraph (a)
above will bear a legend to the following effect:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1)(A) TO THE ISSUER, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S
UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
AND (2) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
(d) Each purchaser described in subparagraph (B) of paragraph (a) above understands that the Notes have
not been and will not be registered under the Securities Act and that any offers, sales or deliveries in
the United States or to U.S. persons of its interest in the Notes prior to the date that is 40 days after the
later of the commencement of the offering of the Notes and the original issue date of the Notes may
constitute a violation of United States law.
(e) The Notes that represent interests sold to purchasers described in subparagraph (B) of paragraph (a)
above will bear a legend to the following effect:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
225

SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND PRIOR TO THE DATE
THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING OF
THE NOTES AND THE DATE OF ORIGINAL ISSUANCE OF THE NOTES MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR
TO A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT)
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES.
(f) The purchaser is duly authorised to purchase its interest in the Notes and its purchase of investments
having the characteristics of the Notes is authorised under, and not directly or indirectly in
contravention of, any law, charter, trust investment or other operative document, investment guidelines
or list of permissible or impermissible investments which is applicable to the purchaser.
(g) (A) Either (1) the purchaser is not an employee benefit plan subject to Title I of the United States
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or a plan subject to
Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “Code”) (each, a
“Plan”), or an entity whose underlying assets are considered, for any purpose of ERISA or Section
4975 of the Code, to be assets of any Plan by reason of any Plan’s investment in the entity (a “Plan
Asset Entity”) or a governmental plan or a church plan subject to materially similar provisions of
applicable federal, state or local law (“Similar Law”) or (2) the purchaser is acquiring its interest in the
Class A Notes, Class B Notes, Class C Notes or Class D Notes and the acquisition and holding of such
interest by the purchaser is not prohibited by either Section 406 of ERISA or Section 4975 of the Code
(or in the case of a governmental plan or a church plan, any Similar Law), and (B) it will not transfer
any Notes or interest therein to a Plan or a Plan Asset Entity or a governmental plan or a church plan
subject to Similar Law, unless the Notes that are the subject of the transfer are not Class E Notes, Class
V Notes or Class X Notes and the acquisition and holding of an interest in such Notes by the transferee
is not prohibited by either Section 406 of ERISA or Section 4975 of the Code (or in the case of a
governmental plan or a church plan, by any Similar Law).
(h) Each purchaser, by its acceptance of a Note, agrees to treat the Notes as indebtedness for all U.S.
Federal income tax purposes.
(i) The purchaser will furnish the Issuer such information regarding payment and notification instructions
and such tax forms (including, to the extent appropriate, Internal Revenue Service Form W-8BEN, W-
8IMY, W-9 or W-8ECI) as the Issuer may require.
(j) The purchaser acknowledges that the Issuer, the Manager and others will rely upon the truth and
accuracy of the foregoing acknowledgements, representations, warranties and agreements, and agrees
that if any of the acknowledgements, representations, warranties or agreements deemed to have been
made by it by its purchase of an interest in the Notes are no longer accurate, it shall promptly notify the
Issuer and the Manager. If it is acquiring an interest in any Note as fiduciary or agent for one or more
investor accounts, it represents that it has sole investment discretion with respect to each such account
and it has full power to make the foregoing acknowledgements, representations, warranties and
agreements on behalf of each such account.
226

GENERAL INFORMATION
1. The issue of the Notes was authorised by resolution of the board of directors of the Issuer passed on 21 May
2007.
2. It is expected that admission to the Official List of the Irish Stock Exchange and to trading on the regulated
market of the Irish Stock Exchange will be granted on or about the Closing Date, subject only to the issue
of the Global Notes. The application will be cancelled if the Global Notes are not issued. Transactions will
normally be effected for settlement in sterling and for delivery on the second working day after the day of
the transaction.
3. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg as follows:
Class
Common Code
(Regulation S Notes)
ISIN (Regulation
S Notes)
Common Code (Rule
144A Notes)
ISIN (Rule 144A
Notes)
A 029962243 XS0299622430 029962774 XS0299627744
X 029965978 XS0299659788 029966010 XS0299660109
B 029962570 XS0299625706 029963223 XS0299632231
C 029962634 XS0299626340 029963312 XS0299633122
D 029962677 XS0299626779 029963401 XS0299634013
E 029962707 XS0299627074 029963673 XS0299636737
V 029966095 XS0299660950 029973954 XS0299739549
4. No statutory or non-statutory accounts (other then as set out in this Offering Circular) in respect of any
financial year of the Issuer have been prepared. So long as the Notes are listed on the Official List of the
Irish Stock Exchange, the most recently published audited annual accounts of the Issuer from time to time
will be available at the specified office of the Irish Paying Agent in Dublin. The Issuer does not publish
interim accounts.
5. The Issuer is not, and has not been, involved in any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which the Issuer is aware) which may
have, or have had, since the date of its incorporation, a significant effect on the Issuer’s financial position.
6. Save as disclosed herein, since the date of incorporation of the Issuer, there has been (i) no material adverse
change in the financial position or prospects of the Issuer, (ii) no significant change in the trading or
financial position of the Issuer and (iii) no financial statements prepared.
7. Copies of the following documents may be inspected in physical or electronic format during usual business
hours on any week day (excluding Saturdays, Sundays, and public holidays) at the registered office of the
Issuer at First Floor, 7 Exchange Place, International Financial Services Centre, Dublin 1, Ireland and at the
specified office of the Irish Paying Agent in Dublin for so long as the Notes are listed on the Irish Stock
Exchange:
(a) the memorandum and articles of association of the Issuer;
(b) the accountants’ report dated 23 May 2007 included in this Offering Circular and providing financial
information on the non-statutory accounts for the Issuer for the period stated therein;
(c) the Subscription Agreement;
(d) drafts (subject to modification) of the following documents:
(i) the Note Trust Deed;
(ii) the Loan Sale Agreement;
(iii) the Deed of Charge and Assignment;
(iv) the Servicing Agreement;
(v) the Cash Management Agreement;
227

(vi) the Corporate Services Agreement;
(vii) the Agency Agreement; and
(viii) the Master Definitions Schedule; and
(e) the consents referred to in paragraphs 8 and 9 below.
8. PricewaterhouseCoopers, auditors of the Issuer, has given and not withdrawn its written consent to the issue
of this Offering Circular with the inclusion of its report and references to its name in the form and context
in which they are included and has authorised the contents of that part of this Offering Circular for the
purposes of Section 45 of the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of
Ireland. PricewaterhouseCoopers is a member of the Institute of Chartered Accountants of Ireland.
9. King Sturge LLP has given and not withdrawn its written consent to the issue of this Offering Circular with
the inclusion of certain information supplied by it and references to its views, reports, opinions and names
in the form and context in which they are included and has authorised the contents of that part of the
Offering Circular.
10. Contact details for the parties referred to in paragraphs 8 and 9 above are as follows:
PricewaterhouseCoopers
One Spencer Dock
North Wall Quay
Dublin 1
Ireland
King Sturge LLP
40 Berkeley Square
Bristol
BS8 1HU
United Kingdom
None of the parties referred to in this paragraph 10 has a material interest in the Issuer.
11. Any internet website referred to in this Offering Circular or in any of the Appendices hereto does not form
part of this Offering Circular.
12. The collateral and structural term sheet appended at Appendix 3 was prepared for information purposes of
potential investors.
13. Any foreign language text included within this document is for convenience purposes only and does not
form part of this Offering Circular.
14. Save as discussed herein, the Issuer does not intend to provide any post-issuance information in relation to
the Notes.
228

APPENDIX 1
INDEX OF DEFINED TERMS
£
£........................................................................... 10
€
€........................................................................... 10
1
1970 Act .............................................................. 48
A
Accounts.............................................................. 73
Additional Interest ............................................. 108
Administrative Cost Factor.......................... 26, 165
Administrative Cost Rate............................. 26, 165
Administrative Fees..................................... 26, 165
Advance....................................................... 21, 124
Advance Provider .......................................... 15, 72
Advances ..................................................... 21, 124
Adverse Rating Event........................................ 131
Affiliate ............................................................... 73
Agency Agreement............................................ 154
Agent Bank............................................ 15, 72, 154
Agents................................................................ 154
Allocated Loan Amount ...................................... 73
Annualised Base Rent.......................................... 73
Appraisal Reduction .......................................... 126
Assumed Final Payment Date.............................. 27
Assumed Scheduled Payment............................ 125
Authorised Entity............................................... 112
Available Funds........................................... 31, 110
Average Annualised Base Rent per
Registered Bed................................................... 73
B
B Loan ..................................................... 11, 58, 92
B0-1 Loan............................................................ 58
B0-1 Loan...................................................... 11, 18
B0-1 Loan............................................................ 92
B0-1 Loan Control Valuation Event............ 22, 120
B0-2 Loan.......................................... 11, 18, 58, 92
B0-2 Loan Control Valuation Event............ 22, 120
B1 Loan ............................................................... 58
B1 Loan ......................................................... 11, 18
B1 Loan ............................................................... 92
B1 Loan Control Valuation Event ............... 22, 120
B2 Loan ............................................................... 58
B2 Loan ......................................................... 11, 18
B2 Loan ............................................................... 92
B2 Loan Control Valuation Event ............... 22, 120
B3 Loan ............................................................... 58
B3 Loan ......................................................... 11, 18
B3 Loan ............................................................... 92
B3 Loan Control Valuation Event ............... 22, 120
B4 Loan ............................................................... 58
B4 Loan ......................................................... 11, 18
B4 Loan ............................................................... 92
B4 Loan Control Valuation Event ............... 22, 120
Backup Advance Provider ................................... 15
Backup Advance Provider Required
Ratings ............................................................... 30
balance sheet test ............................................... 192
Balloon Payment................................................ 125
Basel Committee.................................................. 67
Basel II................................................................. 67
Basic Terms Modification.................................. 179
Basis Swap Agreement ................................ 20, 114
Basis Swap Confirmation ............................ 20, 114
Basis Swap Transaction ............................... 20, 114
BFIC ...................................................................... 7
BLHL................................................................... 53
Book-Entry Interest................................................ 3
Book-Entry Interests ...................................... 3, 156
Borrower........................................................ 11, 74
Borrower Group................................................... 74
Borrower Rent Collection Account................ 73, 74
Break Costs.......................................................... 74
Britannia Healthcare ............................................ 53
business day ....................................................... 172
Business Day................................................ 16, 163
C
Capital Expenditure Reserve Account ................. 73
Capital Requirements Directive........................... 67
Care Contract ....................................................... 74
cash flow test ..................................................... 191
Cash Management Agreement................... 106, 137
Cash Management Services ............................... 137
Cash Manager ........................................ 15, 72, 137
Cash Reserve........................................................ 74
Cash Reserve Account ......................................... 73
CDI regulations.................................................. 217
Certificates of Title ........................................ 74, 83
chargee................................................................. 62
Chargee.............................................................. 203
Chargor .............................................................. 203
CJL..................................................................... 205
Class A Noteholders .................................... 27, 154
Class A Notes................................................. 1, 154
Class A Regulation S Global Notes ................... 155
Class A Rule 144A Global Notes ...................... 155
Class B Noteholders..................................... 29, 154
Class B Notes................................................. 1, 154
Class B Regulation S Global Notes ................... 155
Class B Rule 144A Global Notes....................... 155
Class C Noteholders..................................... 29, 154
Class C Notes................................................. 1, 154
229

Class C Regulation S Global Notes ................... 155
Class C Rule 144A Global Notes ...................... 155
Class D Noteholders .................................... 29, 154
Class D Notes ................................................ 1, 154
Class D Regulation S Global Notes................... 155
Class D Rule 144A Global Notes ...................... 155
Class E Noteholders..................................... 29, 154
Class E Notes................................................. 1, 154
Class E Regulation S Global Notes ................... 155
Class E Rule 144A Global Notes....................... 155
Class V Account .......................................... 23, 106
Class V Amounts....................................... 111, 164
Class V Amounts Factor............................ 111, 164
Class V Deposit ................................................. 111
Class V Interest Rate ................................. 111, 164
Class V Noteholders .................................... 24, 154
Class V Notes ................................................ 1, 154
Class V Regulation S Global Notes................... 155
Class V Rule 144A Global Notes ...................... 155
Class X Account .......................................... 23, 106
Class X Interest Rate ................................... 25, 164
Class X Net Weighted Average Strip Rate.. 25, 165
Class X Noteholders .................................... 24, 154
Class X Notes ................................................ 1, 154
Class X Regulation S Global Notes................... 155
Class X Rule 144A Global Notes ...................... 155
Clearstream, Luxembourg ............................. 1, 155
Closing Date ...................................... 1, 11, 16, 154
CMSA................................................................ 138
CMSA E-IRP Loan Periodic Update File.......... 127
CMSA E-IRP Loan Setup File .......................... 127
CMSA E-IRP Property File............................... 127
CMSA European Investor Reporting
Package............................................................ 127
Code........................................................... 214, 226
Collection Account............................................ 106
Collection Period ................................................. 16
COMI................................................................. 196
Common Depository.............................. 3, 150, 155
Company............................................................ 148
Condition ........................................................... 154
Conditions.................................................... 33, 154
control................................................................ 129
Control Valuation .............................................. 121
Control Valuation Event.................................... 120
controlled........................................................... 129
controlling.......................................................... 129
Controlling Class ................................. 22, 119, 184
Controlling Class Representative ........ 22, 120, 183
Controlling Class Test ............................... 120, 184
Controlling Party ......................................... 22, 120
Corporate Services Agreement.......................... 146
Corporate Services Provider................................ 15
Corrected Loan .................................................. 119
Covenants Act ................................................... 190
Credit Agreement .......................................... 74, 86
CSA ..................................................................... 39
CSCI .................................................................... 39
CSI............................................................... 15, 116
CSS...................................................................... 15
Cut-Off Date .................................................. 16, 74
Cut-Off Date Allocated Loan Amount................. 74
Cut-Off Date Secured Subordinate Debt
Principal Balance ............................................... 74
Cut-Off Date Securitised Loan LTV.................... 74
Cut-Off Date Securitised Loan Principal
Balance......................................................... 11, 74
Cut-Off Date Whole Loan LTV........................... 74
Cut-Off Date Whole Loan Principal
Balance............................................................... 74
CVE Subordinated Loan.................................... 121
D
Dangerous Substance........................................... 74
Deal Summary Report........................................ 127
Deed of Charge and Assignment ......... 35, 113, 154
Default ................................................................. 75
Definitive Note ...................................................... 3
Definitive Notes................................................. 156
Deposit Account .................................................. 73
Désastre Law...................................................... 204
Determination Date.............................................. 16
Directive .................................................... 210, 213
Disposal ALA ...................................................... 52
Due Date ........................................................ 16, 75
Duty of Care Agreement................................ 75, 96
E
E.U. regulated market .......................................... 68
Early CH1 Disposal ............................................. 87
EC Insolvency Regulation ................................... 59
Eligible Noteholders .......................................... 173
Engineering Report .............................................. 75
English Security Agreement ................................ 90
Enterprise Act ...................................................... 61
Environment......................................................... 75
Environmental Approval...................................... 75
Environmental Claim........................................... 75
Environmental Contamination ............................. 75
Environmental Law.............................................. 75
Environmental Report.......................................... 75
ERISA................................................ 153, 220, 226
ERISA Plans ...................................................... 220
euro ...................................................................... 10
Euro...................................................................... 10
Euroclear........................................................ 1, 155
Euroclear/Clearstream Holders.......................... 171
exceptions ............................................................ 61
Exchange Act......................................................... 8
Exemptions ........................................................ 221
Expenses Priority Amounts................................ 109
Extraordinary Resolution................................... 159
F
Facility ................................................................. 75
Final Recovery Determination........................... 133
Finance Party ....................................................... 75
Financial Laws Consolidation Act......................... 6
230

Financial Regulator in Ireland ............................... 1
Fitch............................................................... 1, 182
Foreign Targeted................................................ 112
Forward Swap........................................ 20, 45, 114
Forward Swap Subordinate Amounts.................. 45
Forward Swap Subordinated Amounts 35, 109, 114
Forward Swap Termination Payments............... 114
FRI..................................................................... 190
FSA.................................................................... 116
FSMA ................................................................ 223
G
GAAP .................................................................. 41
General Account.................................................. 73
Global Note ....................................................... 150
Global Notes.......................................... 3, 150, 155
Grace Period Ledger............................................ 93
Guarantee............................................................. 90
Guarantee and Subordination Deed12, 18, 58, 76, 90
Guarantor....................................................... 76, 84
Guarantor 1.......................................................... 84
Guarantor 12........................................................ 88
Guarantor 14........................................................ 88
Guarantor 3.......................................................... 88
Guarantor 5.......................................................... 88
Guarantors ........................................................... 84
H
Hedging Arrangement ......................................... 76
holder................................................................. 157
I
IA 2000................................................................ 61
IFRS..................................................................... 66
Increased Cost ..................................................... 76
indirect participants ........................................... 150
Initial Certificates of Title ................................... 76
initial foreign purchaser..................................... 225
Initial Loan Balance............................................. 76
Insolvency Act................................................... 191
Insolvency Order ................................................. 61
Intended U.S. Tax Treatment............................. 183
Interest Accrual Date................................... 17, 163
Interest Accrual Period ................................ 17, 163
Interest Amount ................................................. 165
Interest Cover ...................................................... 76
Interest Determination Date............................... 163
intimation........................................................... 198
Investor Based Exemptions ............................... 221
Irish GAAP.......................................................... 66
Irish Paying Agent................................. 15, 72, 154
Irish Stock Exchange..................................... 1, 165
Irish VAT........................................................... 210
irritate ................................................................ 200
IRS............................................................. 183, 214
ISDA.................................................................... 20
Issuer ................................................. 1, 14, 71, 154
Issuer Account................................................... 137
Issuer Accounts.......................................... 106, 137
Issuer Margin ............................................... 26, 109
Issuer Security.............................................. 36, 159
Issuer Share Capital Proceeds Account.............. 112
J
Jersey Assigned Property................................... 177
Jersey Security Interest ........................................ 77
Jersey Security Law ........................................... 203
JRL..................................................................... 206
L
Late Collections ................................................. 125
Leasehold Property .............................................. 96
Legal Overview Commentary........................ 77, 83
Legal Overview Report........................................ 77
Legal Overview Reports ...................................... 83
Lender.................................................................. 77
Lenders ................................................................ 77
LIBOR ............................................................... 163
LIBOR Screen Rate ........................................... 164
Libra Expected Interest Payments........................ 82
Libra Loan ............................... 1, 11, 18, 73, 87, 92
Libra Loan U/W DSCR ....................................... 77
Libra Loan U/W ICR ........................................... 77
Libra Tenants ....................................................... 39
Libra Tranching Account............................. 93, 106
Libra Whole Loan.......................... 1, 11, 18, 77, 87
Libra Whole Loan LTV ....................................... 77
Libra Whole Loan U/W DSCR............................ 77
Libra Whole Loan U/W ICR................................ 77
Liquidation Event .............................................. 133
Liquidation Fee............................................ 19, 133
Liquidation Proceeds ......................................... 133
Loan ................................................................... 121
Loan Arranger............................................ 3, 14, 71
Loan Business Day .............................................. 78
Loan Document.................................................... 78
Loan Documents............................................ 58, 78
Loan Event of Default.................................... 78, 90
Loan Interest Accrual Period ......................... 16, 78
Loan LIBOR ........................................................ 78
Loan Maturity Date.............................................. 78
Loan Representative............................................. 78
Loan Sale Agreement..................................... 17, 73
Loan Seller............................. 3, 11, 14, 17, 71, 101
Loans.................................................................. 121
LPA.............................................................. 47, 193
LPA Receiver....................................................... 47
M
Management Agreement...................................... 78
Management Agreement 1................................... 96
Management Agreement 2................................... 96
Management Agreement 3................................... 96
Management Agreements .................................... 96
Manager ....................................................... 15, 223
Managing Agent ...................................... 78, 83, 96
231

Market Abuse Directive....................................... 68
Master Definitions Schedule...................... 154, 160
Material Adverse Effect....................................... 78
Material Loan Event of Default........... 33, 108, 168
Maturity Date....................................... 27, 143, 161
Member State....................................................... 67
Member States..................................................... 67
Minimum Swap Provider Ratings ..................... 115
MIP Loan........................................................... 130
MIP Property ..................................................... 130
Modelling Assumptions..................................... 144
Moody’s......................................................... 1, 182
Mortgage............................................ 11, 18, 38, 79
Mortgage of Shares.............................................. 79
N
NAI.............................................................. 28, 170
NAI Amounts .............................................. 28, 170
National Care Standards ...................................... 40
National Minimum Standards.............................. 39
National Minimum Wage .................................... 50
Net Mortgage Rate....................................... 26, 165
Net Value............................................................. 79
New Tenancies .................................................. 190
Nonrecoverable Advance............................. 21, 125
non-United States holder ................................... 214
Note Distribution Compliance Period................ 152
Note Enforcement Notice .................................. 173
Note Event of Default........................................ 173
Note Factor ........................................................ 170
Note Trust Deed..................................... 14, 71, 154
Note Trustee .......................................... 14, 71, 154
Noteholder ................................................. 154, 157
Noteholders.................................................. 16, 154
Notes...................................................... 1, 154, 157
O
obligor ............................................................... 187
Obligor................................................................. 79
Obligors ............................................................... 84
Occupational Lease.............................................. 79
OID.................................................................... 214
Operating Bank...................................... 15, 71, 137
Option Price....................................................... 129
Order...................................................................... 5
Original Lender............................ 3, 14, 17, 71, 101
Original Lender Information.................................. 3
Overriding Lease ................................................. 79
Overriding Leases................................................ 51
Overriding Tenant................................................ 51
Overview Report.................................................. 79
Owner ................................................................ 183
P
P&I Advances.............................................. 20, 124
P&I Required Amounts ............................... 21, 124
participants ........................................................ 150
Parties in Interest ............................................... 220
paying agent....................................................... 212
Paying Agent........................................................ 15
Paying Agents.............................................. 15, 154
Payment Date..................................... 1, 16, 25, 163
Periodic Expenses................................................ 26
Periodic Fee Parties ............................................. 26
Periodic Fee Party................................................ 26
Permitted Investments........................................ 112
PFIC................................................................... 218
PIK Facility Borrower.................................... 79, 84
PIK Facility Finance Documents ......................... 79
PIK Facility Finance Parties ................................ 79
PIK Facility Intercreditor Deed...................... 58, 94
PIK Facility Lender ....................................... 79, 90
PIK Facility Loan......................... 11, 18, 58, 79, 90
PIK Facility Loan Agreement........................ 79, 90
PIK Facility Purchase Event of Default............... 95
Plan .................................................................... 226
Plan Asset Entity................................................ 226
Plan Asset Regulations ...................................... 220
Plans................................................................... 220
Portfolio Interest Obligation .............................. 112
pounds.................................................................. 10
preferential creditors .......................................... 187
Prepayment Assumption .................................... 215
Prepayment Charge.............................................. 79
Pre-Trigger Sequential Principal
Prepayment Amount........................... 32, 107, 168
Principal Amortisation Amount........... 32, 107, 167
Principal Amount Outstanding..................... 27, 170
Principal Distribution Amount............. 31, 106, 167
Principal Paying Agent .......................... 15, 72, 154
Principal Prepayment Amount............. 32, 107, 167
Principal Tenant............................................. 50, 79
Principal Tenant Lease......................................... 97
Principal Window ................................................ 12
Pro Rata Principal Prepayment Amount32, 107, 167, 168
projected annual finance costs ............................. 76
projected annual rental......................................... 76
Propco 1............................................................... 80
Propco 10 ............................................................. 80
Propco 11 ............................................................. 80
Propco 12 ............................................................. 80
Propco 13 ............................................................. 80
Propco 14 ............................................................. 80
Propco 15 ............................................................. 80
Propco 2............................................................... 80
Propco 3............................................................... 80
Propco 4............................................................... 80
Propco 5............................................................... 80
Propco 6............................................................... 80
Propco 7............................................................... 80
Propco 8............................................................... 80
Propco 9............................................................... 80
Properties ............................................. 1, 11, 18, 38
Property............................................................ 1, 80
Property Owner.................................................... 80
Property Owners .................................................. 80
Proportion Ratio................................... 22, 120, 184
Prospectus.............................................................. 1
232

Prospectus Directive.......................................... 1, 6
PTCE ................................................................. 220
Purchase Event of Default ................................... 94
Purchase Option................................................. 129
Q
QEF ................................................................... 218
Qualified Institutional Buyers...................... 30, 223
QUALIFIED INSTITUTIONAL
BUYERS.............................................................. 1
R
Rate of Interest ............................................ 25, 163
Rates of Interest................................................. 163
Rating Agencies................................................. 182
RC(S)A................................................................ 40
receiving agent................................................... 212
Recharacterised Note......................................... 218
Record Date................................................. 16, 172
Reference Banks................................................ 164
Register.............................................................. 171
Registered.......................................................... 112
Registered Beds ................................................... 80
Registers of Scotland........................................... 55
Registrar ........................................................ 15, 72
Regulation S .................................................. 3, 155
Regulation S Definitive Notes........................... 156
Regulation S Global Note...................................... 3
Regulation S Global Notes ............................ 3, 155
Reimbursement Rate.................................. 108, 126
Related Party ..................................................... 129
Related Security................................................... 81
Relevant Contract ................................................ 91
relevant date....................................................... 173
Relevant Documents.......................................... 135
Relevant Implementation Date .............................. 6
Relevant Margin .......................................... 25, 165
Relevant Member State ................................. 6, 223
relevant persons ..................................................... 5
Rent Account....................................................... 73
Rent Assignation ............................................... 198
Rent Payment Dates............................................. 98
Rental Income...................................................... 81
Report on Title..................................................... 81
Representative ................................................... 120
Required Rating................................................. 140
Required Ratings ............................................... 140
Requisite Rating .................................................. 81
Residual Entity .................................................. 210
Restricted Book-Entry Interests......................... 155
Revenue Commissioners ..................................... 63
Revenue Priority Amount.................................. 108
Revenue Priority Amounts .................................. 21
RSA 421-B ............................................................ 4
Rule 144A...................................................... 3, 155
RULE 144A........................................................... 1
Rule 144A Definitive Notes .............................. 156
Rule 144A Euroclear/Clearstream Holders ....... 171
Rule 144A Global Note ......................................... 3
Rule 144A Global Notes................................ 3, 155
S
S&P................................................................ 1, 182
Scenario 1 .......................................................... 144
Scenario 2 .......................................................... 144
Scenario 3 .......................................................... 144
Scenario 4 .......................................................... 144
Scenarios............................................................ 144
Scottish Property.................................................. 48
SCRC ................................................................... 40
SDRT ................................................................. 213
Second Trigger Event ........................................ 115
Section 246 ........................................................ 209
Secured Creditor .................................................. 90
Secured Liabilities ......................................... 15, 90
Secured Parties............................................. 14, 160
Securities Act....................................... 30, 155, 223
SECURITIES ACT........................................ 1, 225
Security................................................................ 81
Security Agent ..................................................... 15
Security Agreement ............................................. 81
Senior Debt .......................................................... 92
Senior Intercreditor Deed................... 11, 18, 58, 92
Sequential Prepayment Trigger............ 32, 108, 168
Sequential Principal Distribution Amount32, 107, 168
Sequential Priority of Payments................... 33, 110
Servicer.......................................................... 14, 71
Servicing Advances ..................................... 21, 124
Servicing Agreement ........................................... 19
Servicing Entity ................................................... 68
Servicing Fee ............................................... 19, 133
Servicing Standard............................................. 118
Servicing Transfer Event ................................... 118
Share Declaration of Trust................................. 147
Shareholder .................................. 11, 18, 58, 81, 84
Shareholder Loan................................................. 81
Similar Law................................................ 220, 226
SMMEA............................................................. 222
SONIA ............................................................... 108
Special Servicer ................................................... 15
Special Servicing Fee................................... 19, 133
Specially Serviced Loan .............................. 19, 119
Spot Swap .............................................. 20, 45, 114
Spot Swap Termination Payments ..................... 114
SPV...................................................................... 43
Stabilising Manager ............................................. 10
Statement to Noteholders................................... 138
Statutory Exemption .......................................... 221
sterling ................................................................. 10
Sterling................................................................. 10
Sterling Overnight Interbank Average............... 108
Subordinate Debt ......................... 11, 18, 58, 87, 92
Subordinate Lender.................................. 18, 58, 92
Subordinate Lender Control Valuation
Event ................................................................ 121
Subordinate Lenders ................................ 18, 58, 92
Subordinate Tranche .................... 11, 18, 58, 87, 92
Subordinated Advance Amounts ....................... 109
233

Subordinated Debt ............................................... 90
Subordinated Loan............................................... 81
Subordination Event of Default ........................... 93
Subscription Agreement .................................... 223
Subsequent Certificates of Title........................... 81
Subsidiary............................................................ 81
Superior Landlord.......................................... 18, 51
Swap Agreement ......................................... 20, 114
Swap Provider ............................................. 15, 114
Swap Subordinated Amounts ............................ 114
Swap Termination Event ................................... 115
Swap Termination Payment............................... 114
Swap Transaction ........................................ 20, 114
Swap Transactions................................. 20, 45, 114
Swap Trigger ..................................................... 114
T
Tax Event........................................................... 115
TCA 1997 .......................................................... 207
Tenant.................................................................. 81
the 1989 Order..................................................... 61
Transaction Documents ..................................... 154
TRANSFER RESTRICTIONS.............................. 1
Transparency Directive........................................ 68
U
U.S. Person .................................................. 30, 223
U/W DSCR.......................................................... 81
U/W ICR.............................................................. 82
U/W Net Operating Income................................. 82
U/W NOI ............................................................. 82
UK ....................................................................... 82
United Kingdom .................................................... 1
United States.............................................. 155, 223
United States Eligible Institution ....................... 112
United States holder........................................... 214
Unrestricted Book-Entry Interests ..................... 155
unsecured creditors’ fund................................... 187
Utilisation Date.................................................... 82
V
Valuation.............................................................. 82
Valuation Event ................................................. 121
Valuation Reduction Amount ............................ 121
Valuation Report............................................ 56, 82
Valuation Reports .............................................. 238
Value.................................................................... 82
Valuer .................................................................. 82
Viscount............................................................. 204
W
WAM ................................................................. 215
Weighted Average Life................................ 12, 144
Workout Fee ................................................ 19, 134
Workout Fee Rate .............................................. 134
Y
Yield Maintenance Premium ............................... 82
234

APPENDIX 2
FORM OF STATEMENT TO NOTEHOLDERS
235

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date xx/xxx/2007
Payment Date:
Prior Payment:
N/A
Next Payment:
Distribution Count:
1
Closing Date:
Legal Maturity Date:
Content: Pages ABN AMRO Contact Information:
23/01/2007
Contacts 2 Analyst:
Note Distribution Detail / Factors 3
Note Interest Reconciliation 4 Transaction Manager:
Note Principal Reconciliation 5
Rating Information 6
Cash Reconciliation Detail 7 23/04/2007 ABN AMRO Address: 82 Bishopsgate
Other Required Information 8 London, UK EC2N 4BN
Loan Level Detail 9
15 Period Historical Payoff/Loss Summary 10 ABN AMRO Website: www.abnamrotrustees.com
Prepayment Summary 11 www.etrustee.net
Specially Serviced Loan Detail - Part I 12
Specially Serviced Loan Detail - Part II 13
Modified Loan Detail 14
Appraisal Reduction Detail 15
Liquidated Loan Detail 16
21/12/2006
Determination Date:
Index
3 Month LIBOR
23/12/2019
Currency
GBP (£)
18/01/2007
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Contacts
Issuer:
Original Lender:
Loan Seller:
Loan Arranger:
Note Trustee:
Servicer:
Special Servicer:
Security Agent:
Cash Manager, Principal Paying Agent, Registrar, Agent Bank and Operating Bank
Irish Paying Agent:
Corporate Services Provider:
Swap Provider:
Advance Provider:
Backup Advance Provider:
Manager:
Titan Europe 2007-1 (NHP) Limited
CS Funding 1 Limited
Libra 2007 (NHP) Limited
Credit Suisse
ABN AMRO Trustees Limited
Capmark Services Ireland Limited
and Capmark Services UK Limited
Capmark Services UK Limited
Credit Suisse
ABN AMRO Bank N.V. (London Branch)
NCB Stockbrokers Limited
Wilmington Trust SP Services (Dublin) Limited
Credit Suisse International
Capmark Bank Europe p.l.c.
ABN AMRO Bank N.V. (London Branch)
Credit Suisse Securities (Europe) Limited
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Notes Report
Tranche Class Name
Common Code / ISIN (S Notes) / Common Code / ISIN (144A
Notes)
Original Principal
Balance
Beginning Principal
Balance
Total Principal
Distribution
NAI / Principal Loss
Ending Principal
Balance
Total Interest
Distribution
A
X
B
C
D
E
F
G
H
Total
A
X
B
C
D
E
F
G
H
Notes Report (Factors)
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Note Interest Reconciliation
── Accrual ──
─────────────────── Deferred Interest ───────────────────
Tranche Class Name
Common Code / ISIN (S Notes) / Common Code /
ISIN (144A Notes)
Method
Days
Beginning Principal
Balance
Rate of Interest (1)
Total Interest
Accrued
(excluding
Deferred)
Total Interest
Payments (2)
Beginning
Deferred
Interest
Interest
Accrued on
Deferred
Interest
Current Period
Deferred
Interest
Deferred
Interest
Payments
Ending
Deferred
Interest
A
X
B
C
D
E
F
G
H
Total
(1) If applicable, the Notional Notes accrue interest at a floating rate (which is not linked to the Index) (2) Adjusted Interest for a particular Class is the Available Funds remaining after
allocations to higher priority items
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Note Principal Reconciliation
───── Credit Support ──────
Tranche Class Name
Common Code / ISIN (S Notes) / Common Code /
ISIN (144A Notes)
Original Principal
Balance
Beginning Principal
Balance
Pro-Rata Principal
Payments
Sequential Principal
Payments
NAI Amounts
Allocated
Ending Principal
Balance (excluding
NAI)
Ending Principal
Balance (including
NAI)
Original (1) Current (2)
A
X
B
C
D
E
F
G
H
Total
(1) Determined as follows: Original Principal Balance of all subordinate classes/Total Original Principal Balance
(2) Determined as follows: Ending Principal Balance of all subordinate classes/Total Ending Principal balance
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Ratings Information
───────── Original Ratings ───────
──────────────── Ratings Change / Change Date (1) ─────────────────
Tranche Class Name
Common Code / ISIN (S Notes) / Common Code / ISIN
(144A Notes)
Fitch Moody's S&P
Fitch Moody's S&P
A
X
B
C
D
E
F
G
H
NR - Designates that the class was not rated by the rating agency.
(1)
Changed ratings provided on this report are based on information provided by the applicable rating agency via electronic transmission. It shall be understood that this transmission will generally have been provided to ABN AMRO within 30 days of the payment date listed on this
statement. Because ratings may have changed during the 30 day window, or may not be being provided by the rating agency in an electronic format and therefore not being updated on this report, ABN AMRO recommends that investors obtain current rating information directly from
the rating agency.
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Cash Reconciliation Detail
Available Collections
Distributions
Available Interest Collections
Amounts Distributed by the Issuer
Borrower Interest Collections (see following page for further detail)
Interest Rate Periodic Net Swap Amounts
Revenue Priority Amounts
Proceeds / Drawings from Advancing
Interest on Accounts and Eligible Investments
Interest Adjustments
Additional Expenses
Interest on Advancing 0.00
Special Servicing Expense 0.00
Advancing Expenses 0.00
Swap Provider Expenses 0.00
Available Interest Collections 0.00 Attorney's Fees 0.00
Taxes Imposed 0.00
Available Principal Collections Other Expenses 0.00
Available Amortising Payments
Unscheduled Principal
Principal Adjustments
Other Account Amounts Additional Expenses 0.00
Distributions to Noteholders
Interest Distribution
Available Principal Collections 0.00 Principal Distribution
Deferred Interest
Other Collections
Prepayment Fees 0.00 Distributions to Noteholders 0.00
Swap Breakage Fees 0.00
Other Distributions
Net Swap Distribution
Surplus Distribution to Issuer
Other Collections 0.00
Other Distributions 0.00
Total Available Collections 0.00 Total Distributions 0.00
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Other Required Information
Amounts Distributed by the Issuer
Swap Summary
Note Trustee Fee
Interest Rate Swap Summary
Paying Agent Fee
Total Received from Counterparty
Registrar Fee
Total Paid to Counterparty
Agent Bank Fee
Servicing Fee Net Received or (Paid) 0.00
Special Servicing Fee
Corporate Services Provider Fee
Cash Manager Fee
Irish Paying Agent Fee
Operating Bank Fee
Basis Rate Periodic Swap Amounts (early termination)
Issuer Margin
Amounts Distributed by the Issuer 0.00
Advancing Detail
Advancing Summary Interest on P&I Advances Interest on Servicing Advances
Beginning Outstanding Advances Outstanding Amount 0.00 Outstanding Amount 0.00
Current Advances Interest Rate 0.00000% Interest Rate 0.00000%
Reimbursement of Prior Advances Accrual Factor 0.000000000 Accrual Factor 0.000000000
Calculated Interest 0.00 Calculated Interest 0.00
Ending Outstanding Advances 0.00
Other Expenses 0.00
Total Other Expenses 0.00
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
(as per OC) Property Type (2) City / Country Maturity Date Paid Through Date Balance Loan Interest Rate
Loan Level Detail
Loan ID
Ending Principal
Scheduled Principal
Payment
Scheduled Interest
Payment
Prepayment
Amount
Prepayment Date
Loan
Status
Code (1)
1
Total
* NOI and DSCR, if available and reportable under the terms of the trust agreement, are based on information obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used to determine such figures.
(1) Legend A. P&I Adv - in Grace Period 1. P&I Adv - 1 - 90 days delinq 3. P&I Adv - 181+ days delinq 5. Non Performing Mat. Balloon 9. REO
B. P&I Adv - < one period delinq 2. P&I Adv - 91 - 180 days delinq 4. Mat. Balloon/Assumed P&I 7. Foreclosure
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Asset-Backed Facts ~ 15 Period Historical Payoff/Loss Summary
Distribution
Date
Total Loan Prin. Outstanding (1) Scheduled Payments (2) Unscheduled Payments
Appraisal Reduct (2) Liquidations (2) Realised Losses (2)
Cnt Balance Cnt Balance Cnt Balance Cnt Balance Cnt Balance Cnt Amount
(1) Percentage based on pool as of cut-off. (2) Percentage based on pool as of beginning of period.
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Historical Collateral Level Prepayment Report
Loan ID (as per
OC)
Distribution Date
Initial Loan
Balance
Prepayment Type (1)
Prepayment Date
Prepayment
Amount
Prepayment
Fees Maturity Date Property Type
Geographic
Location
(1) Legend
1 - Partial Liquidation (Curtailment) 5 - Full Payoff at Maturity 10 - Curtailment w/ Penalty
2 - Payoff Prior To Maturity 6 - DPO 11 - Curtailment w/ Yield Maintenance
3 - Liquidation / Disposition 8 - Payoff w/ Penalty
4 - Repurchase / Substitution 9 - Payoff w/ Yield Maintenance
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Specially Serviced (Part I) ~ Loan Detail (End of Period)
Loan ID (as
per OC)
Servicing
Transfer Date
Loan Status
Code (1)
Principal Balance
Remaining
Scheduled Actual Loan Rate Maturity Date Life Amort
Property Type Geo. Location NOI DSCR NOI Date
(1) Legend A. P&I Adv - in Grace Period 1. P&I Adv - 1 - 90 days delinq 3. P&I Adv - 180+ days delinq 5. Non Performing Mat. Balloon 9. REO
B. P&I Adv - < one period delinq 2. P&I Adv - 91 - 180 days delinq 4. Mat. Balloon/Assumed P&I 7. Foreclosure
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Specially Serviced Loan Detail (Part II) ~ Servicer Comments (End of Period)
Loan ID
(as per OC)
Resolution Strategy
Comments
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Modified Loan Detail
Loan ID
(as per OC)
Ending Principal
Balance
Modification
Date
Cut-off Maturity
Date
Modified
Maturity Date
Modification Description
Modified Loan Detail includes loans whose terms, fees, penalties or payments have been waived or extended
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Appraisal Reduction Detail
Loan ID
(as per OC)
Appraisal
Red. Date
Scheduled
Balance
AR Amount
Current P&I
Advance
ASER
Note Rate
Maturity
Rate
Remaining Term Property Geographic
Appraisal
Life Amort Type Location DSCR Value Date
27-Apr-2007 19:19 © 2006 ABN AMRO

Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage Backed Floating Notes
Distribution Date: xx/xxx/2007
Liquidated Loan Detail
Period
Disclosure
Control #
Appraisal /
Valuation Date
Value
Beginning
Scheduled
Balance
Gross Proceeds
Gross Proceeds as a
% of Sched. Balance
Aggregate
Liquidation Expenses
Net Liquidation
Proceeds
Net Proceeds as
a % of Sched.
Balance
Realised
Loss
27-Apr-2007 19:19 © 2006 ABN AMRO

APPENDIX 3
COLLATERAL AND STRUCTURAL TERM SHEET
236

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
CMBS New Issue
Titan Europe 2007-1 (NHP) Limited
Commercial Mortgage-Backed
Floating Rate Notes
Due 2017
Collateral & Structural Term Sheet
£638,100,000
Credit Suisse
This document is not to be used or considered as investment advice or an offer to sell or solicitation of an offer to buy any securities. Information and opinions contained herein have been compiled or arrived at by Credit Suisse Securities (Europe)
Limited and its affiliates (collectively “Credit Suisse”) from sources believed to be reliable, but Credit Suisse does not accept liability for any loss arising from the use hereof, nor make any representation as to its accuracy or completeness or that it
will conform to the terms of any future offer of securities. This document is not to be relied upon as such or used in substitution for the exercise of independent judgement. Any opinions expressed herein reflect a judgement at the date of
presentation and are subject to change without notice. Additionally, Credit Suisse makes no representation or warranty as to the investment conclusions reached herein.
This information has been provided specifically for the use of the recipient only and must be treated as proprietary and confidential information. It may not be passed on, or reproduced in whole or in part under any circumstances without express
written consent from Credit Suisse.
This document has been prepared separately from any proposed offering of the securities and as such information in this document must not be relied upon as having been authorised or approved by the issuer of the securities or its agents. No
representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made
pursuant to a definitive prospectus or Offering Circular prepared by the issuer which could contain material information not contained herein, and to which the prospective purchasers are referred. In the event of any such offering, this information
shall be deemed superseded, amended and supplemented in its entirety by such prospectus or Offering Circular. Such prospectus or Offering Circular will contain all material information in respect of any securities offered thereby and any decision to
invest in such securities should be made solely in reliance upon such prospectus or Offering Circular. In particular, the securities involve a degree of risk, which may not be suitable for all investors. Please see the risk factors section of the
prospectus or Offering Circular.
Based on an independent review and such professional advice as it deems appropriate, a prospective investor must determine that its acquisition of the Notes (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is
fully consistent with all investment policies, guidelines and restrictions applicable to it and (iii) is a fit, proper and suitable investment for it not withstanding the clear and substantial risks inherent in investing in the Notes.
Credit Suisse is not responsible for the lawfulness of the acquisition of the Notes by a prospective investor or for compliance by that prospective purchaser with any law, regulation or policy applicable to it. A prospective investor may not rely on
Credit Suisse when making determinations in relation to these matters.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY U.S. PERSON (WITHIN
THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED. THIS DOCUMENT MAY NOT BE DISTRIBUTED TO ANY PERSON IN THE UNITED KINGDOM OTHER THAN AN AUTHORISED PERSON OR EXEMPTED PERSON OR ANY OTHER PERSON FALLING WITHIN ARTICLE 19(5), 38, 47 AND 49 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001. NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE DISTRIBUTED IN ANY JURISDICTIONS OUTSIDE THE UNITED KINGDOM WHERE ITS
DISTRIBUTION MAY BE RESTRICTED BY LAW. PERSONS WHO RECEIVE THIS REPORT SHOULD MAKE THEMSLEVES AWARE OF AND ADHERE TO ANY SUCH RESTRICTIONS.
RECIPIENTS OF THIS DOCUMENTATION WHO ARE NOT EXISTING CLIENTS OF CREDIT SUISSE (IN PARTICULAR PRIVATE INVESTORS) MAY ONLY RECEIVE THIS INFORMATION FROM THEIR APPOINTED INVESTMENT SERVICES PROVIDER AND
NOT DIRECT FROM CREDIT SUISSE. SUCH PROVIDER (WHICH MAY INCLUDE OTHER CREDIT SUISSE GROUP ENTITIES IS PRESENTING THIS MATERIAL TO SUCH INVESTORS AND TAKES ALL RESPONSIBILITY FOR THE MATERIAL CONTAINED
IN THIS DOCUMENT.
© 2007 CREDIT SUISSE SECURITIES (EUROPE) LIMITED, a firm authorised and regulated by The Financial Services Authority.

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
I. Transaction Offering
Class
Expected
Ratings
(S&P / Moody’s /
Fitch)
Initial Note
Principal
Balance Interest Rate (1) Assumed
Weighted
Average
Life (2)
Principal
Window (2)
Assumed
Final Payment
Date (2)
Legal Final
Maturity Date
A AAA/Aaa/- £435,850,000 3M LIBOR + 25 bps 1.7 years 01/09-01/09 January 2009 January 2017
X AAA/-/- £50,000 - (3) 0.3 years 07/07-01/09 January 2009 January 2017
B AAA/-/AA £42,150,000 3M LIBOR + 35 bps 1.7 years 01/09-01/09 January 2009 January 2017
C AA+/-/A £42,000,000 3M LIBOR + 50 bps 1.7 years 01/09-01/09 January 2009 January 2017
D AA/-/A £58,000,000 3M LIBOR + 60 bps 1.7 years 01/09-01/09 January 2009 January 2017
E A/-/BBB £60,000,000 3M LIBOR + 90 bps 1.7 years 01/09-01/09 January 2009 January 2017
V NR/NR/NR £50,000 - (4) 0.3 years 07/07-01/09 January 2009 January 2017
(1) The Notes, other than the Class X Notes and the Class V Notes, will bear interest at 3-month LIBOR plus the margin specified above. The Class X Notes and the
Class V Notes will bear interest at a variable rate of interest, which initially, will be the rates set forth under Condition 5(c)(ii) under “Terms and Conditions of the
Notes” as set out in the Offering Circular.
(2) The “Weighted Average Life” of the period during which distributions of principal would be received on the Notes and the Assumed Final Payment Date of the Notes,
as set out in the Offering Circular are based upon assumptions that there are no prepayments, no defaults, losses, or delinquencies, no accelerations or extensions
of the maturity of the Libra Whole Loan or the Notes, and the Libra Loan is repaid in accordance with the modelling assumptions as set out in the Offering Circular.
(3) The Class X Notes will bear interest at a variable rate generally equal to the excess of the net mortgage rate of the Libra Loan over the weighted average of the rates
of interest of the Classes A through E.
(4) The Class V Notes will entitle the holders thereof to the Class V Amount not otherwise payable to the other classes of Notes. The Class V Notes are paid solely from
amounts standing to the credit of the Class V Account and therefore do not rank against any other classes of Notes with respect to any amounts distributable from
the Collection Account to such classes.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 2

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview
Note Structure
Offered Notes:
Denominations:
Pay Structure:
Priority of Principal and
Interest Collections:
Sequential Triggers:
NAI Amounts:
Servicer Advancing:
Risk Factors:
Rule 144A, Regulation S Offering.
Class A through D - £50,000 and integral multiples of £1,000 in excess thereof.
Class E - £50,000 and integral multiples of £1 in excess thereof.
Class X – £50,000 and integral multiples of £1,000 in excess thereof.
Class V – £50,000 and integral multiples of £1,000 in excess thereof.
Modified pro rata pay.
For further details, please see the Offering Circular.
“Available Funds” will primarily consist of collections of principal and interest on the Libra Loan net of amounts used
to pay certain senior expenses of the Issuer and certain other amounts. Available Funds will be allocated
sequentially to pay interest and principal on each class of Notes beginning with Class A (other than principal on the
Class X Notes and other than principal and interest on the Class V Notes); however, until certain triggers (the
“Sequential Triggers”) are met, certain prepayments and the balloon payment for the Libra Loan will be allocated pro
rata among certain classes of Notes (other than the Class X and the Class V Notes) in accordance with their then
outstanding principal balances, to pay principal on the Notes.
Sequential Triggers are as follows: (i) the existence of a material loan event of default relating to the Libra Whole
Loan; (ii) NAI Amounts have been allocated to any class of Notes since the Closing Date due to realised losses on
the Libra Loan, or there has been failure to pay interest when due on any Note, subject to certain exceptions; (iii) the
aggregate principal amount outstanding of the Notes (other than the Class X Notes and Class V Notes) is less than
or equal to 50% of the aggregate Principal Amount Outstanding of the Notes (other than the Class X Notes and the
Class V Notes) as at the Closing Date or (iv) a Note Event of Default has been declared and is outstanding.
If, on any Payment Date, the aggregate principal balance of the Notes exceeds the aggregate principal balance of
the Libra Loan, the principal amount of Notes equal to such excess (“NAI”) will cease to accrue interest. NAI will be
allocated to the classes of Notes in reverse sequential order, beginning with the most junior class of Notes (other
than the Class X and Class V Notes) then outstanding. Principal which ceases to accrue interest will remain
outstanding and will be repaid in accordance with the priority of payments.
The Servicer will advance delinquent scheduled principal and interest, senior expenses and certain property
expenses, subject to a recoverability determination. ABN AMRO Bank N.V. will act as Backup Advance Provider,
also subject to a recoverability determination.
The Notes involve a degree of risk, which may not be suitable for all investors. See the “Risk Factors” section of the
Offering Circular.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 3

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview (continued)
Parties
Issuer:
Original Lender:
Loan Arranger:
Loan Seller:
Sole Bookrunner:
Manager:
Rating Agencies:
Servicer:
Special Servicer:
Hedging Counterparty:
Advance Provider:
Backup Advance Provider:
Note Trustee:
Cash Manager, Principal Paying
Agent, Agent Bank and Registrar:
Titan Europe 2007-1 (NHP) Limited
CS Funding 1 Limited
Credit Suisse, London Branch
Libra 2007 (NHP) Limited
Credit Suisse Securities (Europe) Limited
Credit Suisse Securities (Europe) Limited
Standard & Poor’s Rating Services, Moody’s Investors Service Inc. and Fitch Ratings Inc.
Capmark Services Ireland Limited and Capmark Services UK Limited
Capmark Services UK Limited
Credit Suisse International
Capmark Bank Europe p.l.c.
ABN AMRO Bank N.V. (London Branch)
ABN AMRO Trustees Limited
ABN AMRO Bank N.V. (London Branch)
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 4

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview (continued)
Collateral Overview
Loan: Cut-Off Date Securitised Principal Balance: £638,000,000
Aggregate Portfolio Value: £1,338,341,000
Loans/Properties: 1 senior tranche / 297 Properties (288 Freehold, 7 Leasehold (1) and 2
Freehold/Leasehold)
Property Use Type
(based on Annualised Base Rent):
Care Home (2) :
Staff Accommodation:
100.0%
0.0% (3)
Beds: Registered Beds: 14,796
Rooms:
Single:
Double:
92.7% (68.1% ensuite)
7.3% (3.4% ensuite)
Geographic Distribution
(based on Cut-Off Date Securitised
Principal Balance):
England: 72.1%
Scotland: 17.9%
Wales: 6.8%
Northern Ireland: 3.2%
Credit Statistics:
Securitised Debt
Total Debt
Cut-Off Date U/W ICR (4) :
Cut-Off Date U/W DSCR (4) :
Cut-Off Date LTV (6) :
Maturity LTV (7) :
1.79x
1.79x
47.7%
47.7%
1.05x (5)
1.00x (5)
87.6%
87.6%
Loan Characteristics:
Loan Seasoning (8) :
Remaining Loan Term (9) :
3 months
1.75 years
Occupancy (10) : 90.0%
Due Dates:
The Credit Agreement provides that payment of quarterly instalments of interest and principal, if
applicable, are due on the 15 th calendar day of each January, April, July and October or, if such day is
not a Business Day, then on the next succeeding Business Day in that calendar month (if there is
one) or the preceding Business Day (if there is not).
Cut-Off Date: 15 th April 2007
(1) With respect to five leasehold Properties in England, one leasehold Property in Scotland and one leasehold Property in Northern Ireland, the reversion of the lease is not held by a Borrower
Group company.
(2) Includes two parcels of adjacent land, the aggregate value of which is £250,000, as well as one property that offers mental healthcare services.
(3) Staff accommodation properties provide residential facilities for staff and represent aggregate Annualised Base Rent of £2,500.
(4) “U/W ICR” and “U/W DSCR” mean, with respect to the Securitised Loan and Whole Loan (i) U/W NOI divided by (ii) scheduled total interest (in the case of Cut-Off Date U/W ICR) or debt service
(in the case of Cut-Off Date U/W DSCR) due on the Cut-Off Date Securitised Loan or Cut-Off Date Whole Loan, respectively, for the first four quarterly payment dates after the Cut-Off Date.
For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions.
(5) With respect to the Libra Whole Loan, the U/W ICR and U/W DSCR are calculated after taking into account amounts on deposit in the Cash Reserve Account in order to comply with the
minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment). Excluding the benefit of the Cash Reserve Account, the
Libra Whole Loan U/W ICR is 0.89x and the Libra Whole Loan U/W DSCR is 0.89x. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to
the fixed rate payable by the Borrower under the related Swap Transactions.
(6) Based on the Cut-Off Date Securitised Principal Balance or Cut-Off Date Whole Loan Principal Balance divided by the Value as set forth in the Valuation Report.
(7) Based on the Whole Loan or Securitised Principal Balance, respectively, at the Loan Maturity Date assuming no prepayments, divided by the Value at the Valuation Date.
(8) As of the Cut-Off Date.
(9) Assumes that Borrower does not exercise the one-year Libra Whole Loan extension option.
(10) Based on total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 5

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview (continued)
Note Payment Schedule
Closing Date: On or about 24 th May 2007.
Payment Date:
The 20 th calendar day of each January, April, July and October, or, if such day is not a Business Day,
then on the next succeeding Business Day. The first Payment Date will be in July 2007.
Determination Date:
The close of business on the 19 th calendar day in the same month as the related Payment Date or if
such day is not a Business Day, then the preceding Business Day.
LIBOR Reset Date:
LIBOR will be fixed on the 20 th calendar day of each January, April, July, and October immediately
preceding the Interest Accrual Period for which the rate will apply, or, if such day is not a Business Day,
then the next succeeding Business Day (or in the case of the first Payment Date, the Closing Date)
(“LIBOR Reset Date”).
Interest Accrual Period for the Notes: From and including the 20 th calendar day of each January, April, July and October (the “Interest Accrual
Date”) up to and excluding the next following Interest Accrual Date provided that the first Interest
Accrual Period will begin on the Closing Date.
Mandatory Redemption:
The Notes will be subject to redemption in full, but not in part, on any Payment Date on which the total
principal balance of the Notes is less than 10.0% of the aggregate balance of the Notes as of the
Closing Date at the option of the Servicer or Special Servicer or, at the direction of 66⅔% of the
Controlling Class (or, if the Class E is the Controlling Class, a majority of 51% of the Class E Notes)
outstanding (other than the Class X Notes or Class V Notes) upon a change in tax law resulting in a
withholding or deduction from payments under the Notes.
Maturity Date: 20 th January 2017.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 6

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview (continued)
Legal Structure
Acquisition of the Mortgage Loan:
Security for the Notes:
Titan Europe 2007-1 (NHP) Limited (the “Issuer”) will acquire the Libra Loan, secured by mortgages over
297 properties located in the UK.
Security will include:
(a) an assignment by way of first-ranking security over the Issuer’s rights under the Libra Loan (subject
to the Subordinated Lenders’ rights therein) and the Loan Documents and an assignment by way of
first-ranking security over the Issuer’s rights under the Transaction Documents;
(b) an assignment by way of first-ranking security over the Issuer’s beneficial interest in the Related
Security;
(c) a first-ranking charge over the Issuer’s interests in the Issuer Accounts (other than the Class X
Account and the Class V Account) and certain other accounts of the Issuer, and in the funds from
time to time standing to the credit of such accounts (other than the Class V Amounts) and in the
debts represented thereby;
(d) a first-ranking charge in and to such Permitted Investments made by or on behalf of the Issuer using
monies standing to the credit of the Issuer Accounts (other than the Class X Account or the Class V
Account) and all monies, income and proceeds payable thereunder or accrued thereon (other than to
the extent such amounts represent Class V Amounts) and the benefit of all covenants relating thereto
and all rights and remedies for enforcing the same; and
(e)
a first-ranking floating charge governed by English law over the whole of the undertaking and assets
of the Issuer (other than such undertakings and assets as are situated in Jersey), present and future
(other than such assets that are subject to the assignments by way of security and the fixed charges
set out in paragraphs (a) to (d) above and the paragraph below, but extending over all of the
undertaking and assets of the Issuer situated in Scotland or otherwise governed by Scots law or
situated in Northern Ireland or otherwise governed by Northern Irish law, respectively).
For further details, please see the Offering Circular
Interest Rate Hedging:
Controlling Class:
Controlling Class Representative:
Controlling Party:
The Libra Loan and Libra Whole Loan each accrue interest at a floating rate. The floating rate on the Libra
Whole Loan is hedged through an interest rate swap agreement entered into by the borrower, pursuant to
which the Borrower will swap the interest rate payable on the Libra Whole Loan for LIBOR fixed on the 15 th
of each January, April, July and October or, if such day is not a Business Day, then on the next succeeding
Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
In addition, the Issuer will enter into a basis swap transaction with the Swap Provider with respect to the
Libra Loan, by which the Issuer will swap LIBOR as calculated on the reset date for amounts payable
under the Libra Loan, for LIBOR as calculated on the reset date for amounts payable in respect of the
Notes. As the basis swap transaction is balance guaranteed no costs will be incurred in terminating the
swap.
The “Controlling Class” of Notes will be the most junior class of Notes (other than the Class X Notes or the
Class V Notes) outstanding from time to time; provided, however, that such class of Notes’ Proportion Ratio
is not less than 25 per cent. of its Proportion Ratio as of the Closing Date, as determined by the Cash
Manager. If no class satisfies this requirement, the Controlling Class will be the most junior class of Notes
then outstanding (other than the Class X Notes and the Class V Notes). The Note Trustee shall determine
which class of Notes meets the Controlling Class Test and shall notify the Servicer and Special Servicer
accordingly.
The conditions of the Notes and the servicing agreement to be entered into on or about the Closing Date,
will permit the majority holders of the Controlling Class to appoint a representative to represent the
interests of the Controlling Class, with such appointment effective upon notice to the Servicer, the Special
Servicer, the Issuer and the Note Trustee.
The “Controlling Party” means (i) for as long as no Control Valuation Event is continuing, the
Representative for the B4 Loan; (ii) for as long as a Control Valuation Event for the B4 Loan (a “B4 Loan
Control Valuation Event”), but no other Control Valuation Event, is continuing, the Representative for the
B3 Loan; (iii) for as long as a B4 Loan Control Valuation Event and a Control Valuation Event for the B3
Loan (a “B3 Loan Control Valuation Event”), but no other Control Valuation Event, are continuing, the
Representative for the B2 Loan; (iv) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control
Valuation Event and a Control Valuation Event for the B2 Loan (a “B2 Loan Control Valuation Event”), but
no other Control Valuation Event, are continuing, the Representative for the B1 Loan; (v) for as long as a
B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan Control Valuation Event
and a Control Valuation Event for the B1 Loan (a “B1 Loan Control Valuation Event”), but no other Control
Valuation Event, are continuing, the Representative for the B0-2 Loan; (vi) for as long as a B4 Loan Control
Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan Control Valuation Event, a B1 Loan Control
Valuation Event, and a Control Valuation Event for the B0-2 Loan (a “B0-2 Loan Control Valuation Event”),
but no other Control Valuation Event, are continuing, the Representative for the B0-1 Loan; (vii) for as long
as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan Control Valuation
Event, a B1 Loan Control Valuation Event, a B0-2 Loan Control Valuation Event, and a Control Valuation
Event for the B0-1 Loan (a “B0-1 Loan Control Valuation Event”), but no other Control Valuation Event, are
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 7

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
continuing, the Controlling Class Representative.
Controlling Party Rights:
Special Servicing:
Cash Reserve Account:
The Servicing Agreement will provide, among other things, that the Controlling Party will have no ability to
take direct action in respect of the timing or manner of enforcement of any Related Security with respect to
the Libra Loan. However, the Controlling Party will have certain consultation and approval rights on certain
matters with respect to the Libra Loan and will be entitled to instruct the Issuer or the Note Trustee to
remove and replace the Special Servicer.
The Special Servicer will be responsible for servicing the loan in default and for administering properties
owned by the Issuer following enforcement of the security released to the loan.
At the Utilisation Date of the Libra Whole Loan, an upfront deposit was made into the Cash Reserve
Account (£17,476,993.61 as of 26 th April 2007), to be applied in the case of shortfalls in the Rent Account,
and for the purpose of maintaining the Libra Whole Loan minimum Interest Cover covenant of 1.05x (and
resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment).
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 8

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview (continued)
Transaction Structure Diagram
CS Funding 1
Limited
(Original Lender)
Libra 2007 (NHP)
Limited
(Loan Seller)
B0-1 Loan
B0-2 Loan
B1 Loan
B2 Loan
B3 Loan
B4 Loan
Subordinate Lenders
Capmark
(Servicer /
Special Servicer /
Advance Provider)
ABN AMRO
Trustees Limited
(Cash Manager)
£
Libra Loan
P&I
Titan Europe 2007-1 (NHP) Limited
(Issuer)
Notes
Noteholders
P&I
Libra Borrower
Interest Rate
Swap
Basis
Swap
ABN AMRO
Trustees Limited
(Note Trustee)
Credit Suisse
International
(Swap Provider)
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 9

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
II. Transaction Overview (continued)
Servicing and Monitoring
Servicer and Special Servicer:
Collateral Information:
Ongoing Cash Flow Modelling:
Capmark Services Ireland Limited and Capmark Services UK Limited will act as the
Servicer. Capmark Services UK Limited will act as the Special Servicer.
As at the date hereof, Capmark Services Ireland Limited was rated “CPS1 minus” by Fitch
and "Strong – Outlook negative" by S&P and Capmark Services UK Limited was rated
“CSS2” by Fitch and “Above Average” by S&P.
The Servicer and Special Servicer will be required to consult with the applicable Controlling
Party prior to taking any significant actions in respect of the Libra Loan or the Libra Whole
Loan.
The Servicer and the Special Servicer will be required to obtain the approval of the
applicable Controlling Party prior to taking certain actions, including modifications of the
monetary terms of the loan agreement. With respect to the Libra Loan, the Controlling Party
may direct the removal and replacement of the Special Servicer upon the occurrence of a
Servicer Transfer Event.
Capmark Services Ireland Limited is a company incorporated in Ireland with limited liability
(registered number 315340) and whose registered office is at Clonmore, Mullingar, Co.
Westmeath, Ireland.
Capmark Services UK Limited is a company incorporated under the laws of England and
Wales with registered number 3376447. It operates out of its represented office at Norfolk
House, 31 St. James’s Square, London SW1Y 4JJ, United Kingdom.
Noteholder reports are expected to be available on the internet for noteholders at the Note
Trustee’s website (http://www.etrustee.net) and will include updated information and
detailed payment delinquency information.
Cash flows are expected to be provided by Intex Solutions, Inc. (http://www.intex.com) and
Trepp, LLC and to be available on the Bloomberg YT function, Trepp CMBS Analytics on
Bloomberg (“YTTM”) and Trepp CMBS Analytics on http://www.trepp.com.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED
TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO
PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER, WHICH COULD CONTAIN MATERIAL INFORMATION NOT
CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY
SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 10

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
III. Collateral Highlights
Loan Characteristics
Loan Name
Location / Loan
Arranger
Number of
Properties
Cut-Off Date
Securitised
Principal
Balance
Percent of
Initial Loan
Balance
Cut-Off Date Securitised Loan LTV (1) Cut-Off Date Securitised Loan U/W ICR (2) Cut-Off Date Securitised Loan U/W Subordinate DSCR (2) Cut-Off Date
Secured
Debt
Principal Balance
Cut-Off Date
Whole Loan
Principal
Balance (3) Cut-Off
Loan LTV (1) U/W ICR (2)(4) U/W DSCR (2)(4) Rate (5) Loan Maturity Date
Cut-Off Date Cut-Off Date Loan
Date Whole Whole Loan Whole Loan Interest
Libra Loan UK / Credit Suisse 297 £638,000,000 100.0% 47.7% 1.79x 1.79x £534,000,000 £1,172,000,000 87.6% 1.05x(4) 1.00x
(4) LIBOR +
0.9627%
15 January 2009 (6)
(1) Based on the Cut-Off Date Securitised Principal Balance or Cut-Off Date Whole Loan Principal Balance divided by the Value as set forth in the Valuation Report.
(2) “U/W ICR” and “U/W DSCR” mean, with respect to the Securitised Loan and Whole Loan (i) U/W NOI divided by (ii) scheduled total interest (in the case of Cut-Off Date U/W ICR) or debt service (in the case of Cut-Off Date U/W DSCR) due on the Cut-Off Date Securitised Loan or Cut-Off
Date Whole Loan, respectively, for the first four quarterly payment dates after the Cut-Off Date. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions.
(3) “Whole Loan” means the relevant Securitised Principal Balance plus Secured Subordinate Debt, if any.
(4) With respect to the Libra Whole Loan, the U/W ICR and U/W DSCR are calculated after taking into account amounts on deposit in the Cash Reserve Account in order to comply with the minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x
based on no principal repayment). Excluding the benefit of the Cash Reserve Account, the Libra Whole Loan U/W ICR is 0.89x and the Libra Whole Loan U/W DSCR is 0.89x. For the purposes of calculations in this document, LIBOR is assumed to be 4.8130%, which is equivalent to the
fixed rate payable by the Borrower under the related Swap Transactions.
(5) The Libra Loan and Libra Whole Loan each accrue interest at a floating rate. The floating rate on the Libra Whole Loan is hedged through an interest rate swap agreement entered into by the borrower, pursuant to which the borrower will swap a portion of the interest rate payable on the
Libra Whole Loan for LIBOR fixed on the 15 th of each January, April, July and October or, if such day is not a Business Day, then on the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
(6) Assumes that Borrower does not exercise the one-year Libra Whole Loan extension option.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR
CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR
REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT
TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND
SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 11

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
III. Collateral Highlights (continued)
Property Characteristics
Country/Region
Number of
Properties Tenure Year Built (1) Number of
Registered
Beds Occupancy (2) Cut-Off Date
Securitised
Principal
Balance
Cut-Off Date
Securitised
Principal
Balance Per
Registered Bed Value (3) Value Per
Registered
Bed (4) ERV
Annualised
Base Rent per
Annualised Registered
Base Rent (5) Bed U/W NOI
England 224
Freehold, Leasehold,
Freehold/Leasehold
1350-2006 10,580 88.5% £459,701,076 £43,450 £964,321,000 £91,146 £51,368,280 £48,724,814 £4,605 £47,787,090
Northwest England 44
Freehold, Leasehold,
Freehold/Leasehold
1830-1998 2,707 90.5% £103,109,902 £38,090 £216,295,000 £79,902 £11,157,478 £10,923,417 £4,035 £10,713,218
Greater London 24 Freehold 1900-98 1,078 92.1% £70,849,534 £65,723 £148,622,000 £137,868 £8,427,024 £7,552,792 £7,006 £7,407,482
East Midlands 36 Freehold, Leasehold 1850-1998 1,520 88.6% £64,345,308 £42,332 £134,978,000 £88,801 £7,285,239 £6,780,504
£4,461 £6,650,050
West Midlands 30 Freehold, Leasehold 1880-1999 1,494 91.7% £62,632,491 £41,923 £131,385,000 £87,942 £6,388,117 £6,669,089 £4,464 £6,540,779
Northeast England 28 Freehold 1900-98 1,403 85.1% £51,531,354 £36,729 £108,098,000 £77,048 £6,205,319 £5,413,311 £3,858 £5,309,163
Yorkshire &
Humberside
27 Freehold, Leasehold 1880-2006 1,272 83.8% £47,663,332 £37,471 £99,984,000 £78,604 £4,766,841 £5,076,336 £3,991 £4,978,421
Southeast England 16 Freehold 1350-1998 353 94.0% £21,591,608 £61,166 £45,293,000 £128,309 £2,921,051 £2,241,630
£6,350 £2,198,502
Southwest England 8 Freehold 1800-1999 434 93.4% £21,510,567 £49,564 £45,123,000 £103,970 £2,454,007 £2,302,301 £5,305 £2,258,006
East Anglia 11 Freehold 1930-97 319 62.5% £16,466,980 £51,621 £34,543,000 £108,285 £1,763,204 £1,765,435 £5,534 £1,731,469
Scotland 42 Freehold, Leasehold 1890-1998 2,558 93.9% £114,143,823 £44,622 £239,441,000 £93,605 £12,573,205 £12,090,616 £4,727 £11,858,000
Wales 22 Freehold 1898-1999 1,183 93.3% £43,632,276 £36,883 £91,528,000 £77,369 £5,057,519 £4,556,146 £3,851 £4,468,489
Northern Ireland 9
Total / Weighted
Average
Freehold, Leasehold,
Freehold/Leasehold
1988-96 475 95.8% £20,522,825 £43,206 £43,051,000 £90,634 £2,501,578 £2,159,469 £4,546 £2,117,908
297 14,796 90.0% £638,000,000 £43,120 £1,338,341,000 £90,453 £71,500,581 £67,531,045 £4,564 £66,231,486
(1) All care home properties satisfy the National Minimum Standards for Care Homes.
(2) Based on total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%.
(3) Based on the relevant Value at the Valuation Date.
(4) Based on the relevant Value at the Valuation Date, divided by the total number of Registered Beds.
(5) Annualised Base Rent includes aggregate turnover-based rent of £814,476 in respect of seven occupational leases.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR
CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR
REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT
TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND
SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 12

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
IV. Geographic Distribution (UK)
Scotland
2,558 Registered Beds
42 Properties
17.9% of Cut-Off Date Securitised
Principal Balance
Northwest England
2,707 Registered Beds
44 Properties
16.2% of Cut-Off Date Securitised
Principal Balance
Northeast England
1,403 Registered Beds
28 Properties
8.1% of Cut-Off Date Securitised
Principal Balance
Yorkshire & Humberside
1,272 Registered Beds
27 Properties
7.5% of Cut-Off Date Securitised
Principal Balance
Northern Ireland
475 Registered Beds
9 Properties
3.2% of Cut-Off Date Securitised
Principal Balance
East Midlands
1,520 Registered Beds
36 Properties
10.1% Cut-Off Date Securitised
Principal Balance
West Midlands
1,494 Registered Beds
30 Properties
9.8% of Cut-Off Date Securitised
Principal Balance
East Anglia
319 Registered Beds
11 Properties
2.6% of Cut-Off Date Securitised
Principal Balance
Wales
1,183 Registered Beds
22 Properties
6.8% of Cut-Off Date Securitised
Principal Balance
Greater London
1,078 Registered Beds
24 Properties
11.1% of Cut-Off Date Securitised
Principal Balance
Southwest England
434 Registered Beds
8 Properties
3.4% of Cut-Off Date Securitised
Principal Balance
Southeast England
353 Registered Beds
16 Properties
3.4% of Cut-Off Date Securitised
Principal Balance
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR
CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR
REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT
TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND
SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 13

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Country/Region by Cut-Off Date Securitised Principal Balance
Northern Ireland 3.2%
Wales 6.8%
Northwest England
16.2%
Scotland 17.9%
Greater London 11.1%
East Anglia 2.6%
Southwest England 3.4%
Southeast England 3.4%
Yorkshire & Humberside
7.5%
Northeast England 8.1%
East Midlands 10.1%
West Midlands 9.8%
Country/Region
Number of
Properties
Cut-Off Date
Securitised
Principal Balance
Percent of
Initial Loan
Balance (1)
Number of
Registered
Beds
Percent of
Total
Number of
Beds (1)
Cut-Off Date
Securitised
Principal
Balance per
Registered
Bed
Value
Value per
Registered
Bed (2)
England 224 £459,701,076 72.1% 10,580 71.5% £43,450 £964,321,000 £91,146
Northwest England 44 £103,109,902 16.2% 2,707 18.3% £38,090 £216,295,000 £79,902
Greater London 24 £70,849,534 11.1% 1,078 7.3% £65,723 £148,622,000 £137,868
East Midlands 36 £64,345,308 10.1% 1,520 10.3% £42,332 £134,978,000 £88,801
West Midlands 30 £62,632,491 9.8% 1,494 10.1% £41,923 £131,385,000 £87,942
Northeast England 28 £51,531,354 8.1% 1,403 9.5% £36,729 £108,098,000 £77,048
Yorkshire &
Humberside
27 £47,663,332 7.5% 1,272 8.6% £37,471 £99,984,000 £78,604
Southeast England 16 £21,591,608 3.4% 353 2.4% £61,166 £45,293,000 £128,309
Southwest England 8 £21,510,567 3.4% 434 2.9% £49,564 £45,123,000 £103,970
East Anglia 11 £16,466,980 2.6% 319 2.2% £51,621 £34,543,000 £108,285
Scotland 42 £114,143,823 17.9% 2,558 17.3% £44,622 £239,441,000 £93,605
Wales 22 £43,632,276 6.8% 1,183 8.0% £36,883 £91,528,000 £77,369
Northern Ireland 9 £20,522,825 3.2% 475 3.2% £43,206 £43,051,000 £90,634
Total / Average 297 £638,000,000 100.0% 14,796 100.0% £43,120 £1,338,341,000 £90,453
(1) Percentages may not total 100% due to rounding.
(2) Based on the relevant Value at the Valuation Date, divided by the total number of Registered Beds.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 14

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Property Year of Construction by Cut-Off Date Securitised Principal Balance
Post-2000
0.7%
Before 1980
17.8%
1996-2000
28.3%
1980-85
1.7%
1986-90
15.8%
1991-95
35.7%
Property Year of
Construction
Number of
Properties
Cut-Off Date
Securitised Principal
Balance
Percent of Initial
Loan Balance (1)
Number of
Value Per
Beds Value (2) Bed (3)
Registered
Registered
Before 1980 53 £50,822,487 8.0% 930 £106,611,000 £114,635
1980-85 5 £11,716,568 1.8% 286 £24,578,000 £85,937
1986-90 47 £83,023,744 13.0% 2,236 £174,160,000 £77,889
1991-95 106 £236,535,675 37.1% 5,773 £496,184,000 £85,949
1996-2000 84 £252,727,593 39.6% 5,486 £530,150,000 £96,637
Post-2000 2 £3,173,933 0.5% 85 £6,658,000 £78,329
Total / Average 297 £638,000,000 100.0% 14,796 £1,338,341,000 £90,453
(1) Percentages may not total 100% due to rounding.
(2) Based on the relevant Value at the Valuation Date.
(3) Based on the relevant Value at the Valuation Date, divided by the total number of Registered Beds.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 15

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Operator Group Diversity by Annualised Base Rent
Craegmoor Healthcare
Co. Limited
2.4%
Britannia Healthcare
Limited
1.9%
Methodist Homes for the
Aged
0.9% Hillcroft Nursing Homes
Limited
0.5%
Care Management Group
Limited
3.5%
Four Seasons
Health Care Limited
4.3%
Southern Cross
Healthcare Group PLC
86.5%
``
Rank Operator Group (1)
1
2
3
4
5
6
7
Southern Cross
Healthcare Group
PLC
Four Seasons
Health Care
Limited
Care Management
Group Limited
Craegmoor
Healthcare Co.
Limited
Britannia
Healthcare
Limited (6)
Methodist Homes
for the Aged
Hillcroft Nursing
Homes Limited
Region
East Anglia, East Midlands,
Greater London, Northeast
England, Northwest England,
Northern Ireland, Scotland,
Southeast England, Southwest
England, Wales, West
Midlands, Yorkshire &
Humberside
East Midlands, Northeast
England, Northwest England,
Northern Ireland, Southwest
England
East Midlands, East Anglia,
Greater London, Northeast
England, Southeast England
Yorkshire & Humberside,
Greater London
East Midlands, Northwest
England, Yorkshire &
Humberside
Tenant or
Parent
Company
Ratings (2)
Annualised
Base
Rent (3)
Percent of
Total
Annualised
Base
Rent (4)
Cumulative
Percent
of Total
Annualised
Base Rent (4)
Number of
Registered
Beds
Percent of
Total
Number of
Registered
Beds (4)
Remaining
Lease Term
(years) (5)
NR/NR/NR £58,397,666 86.5% 86.5% 13,176 89.1% 21.1
NR/NR/NR £2,874,847 4.3% 90.7% 594 4.0% 13.8
NR/NR/NR £2,383,031 3.5% 94.3% 263 1.8% 20.2
NR/NR/NR £1,594,954 2.4% 96.6% 270 1.8% 14.4
NR/NR/NR £1,275,559 1.9% 98.5% 306 2.1% 16.9
Southwest England NR/NR/NR £639,716 0.9% 99.5% 121 0.8% 26.8
Northwest England NR/NR/NR £365,272 0.5% 100.0% 66 0.4% 16.0
Total / Weighted Average £67,531,045 100.0% 14,796 100.0% 20.5
(1) For the purpose of certain calculations in this document, tenants are allocated to operator groups as follows:
Southern Cross Healthcare Group PLC: Active Care Partnerships Ltd, APTA Healthcare (UK) Ltd, Exceler Ireland Limited, Modelfuture Ltd, Southern Cross Care Centres Ltd, Southern Cross
Care Homes No 2 Ltd, Southern Cross Care Homes No 3 Ltd, Southern Cross Cymru Ltd, Southern Cross Healthcare Centres Ltd, Southern Cross Healthcare Services Ltd, Southern Cross Home
Properties Ltd and Trinity Care Homes Limited, together with three Properties which provide accommodation for Southern Cross Healthcare Group PLC staff;
Four Seasons Health Care Limited: Cedarhurst Lodge Ltd, Edgewater Lodge Ltd, Laudcare Ltd, Lisnisky Limited (formerly Tamaris (Ulster) Limited), Osbourne Ltd and Saintfield Ltd;
Craegmoor Healthcare Co. Limited: Speciality Care (EMI) PLC and Speciality Care (UK Lease Homes) Ltd.
(2) S&P / Moody’s / Fitch ratings based on senior unsecured debt (or local issuer credit, if senior unsecured debt is unavailable) rating of company or parent (regardless of whether parent is an obligor
under the lease).
(3) Annualised Base Rent includes aggregate turnover-based rent of £814,476 in respect of seven occupational leases.
(4) Percentages may not total 100% due to rounding.
(5) To the earlier of first break date and lease expiry.
(6) A petition for the winding up of Britannia Healthcare Limited has been filed by HM Revenue & Customs at Court in Edinburgh but as at the date of this document, there is no further information on
the status of the petition and no order to wind up has been granted (or dismissed) by the Court. The Managing Director of Britannia Healthcare Limited has made a certified statement, confirming
that the relevant amount due (of £51,408.14) has been paid in full in settlement thereof to HM Revenue & Customs. For further details, please see the Offering Circular.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 16

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
PORTFOLIO LEASE ROLLOVER TO 1 ST BREAK (1)
Portfolio Lease Rollover Schedule
Percent of
Total Number of
Registered
Beds (2)
Annualised Base
Rent per
Registered
Bed
Cumulative
Percent of
Annualised Base
Rent (2)
Year of Expiration
Number
of Leases
Expiring
Number of
Registered Beds
Expiring
Annualised
Base Rent (3)
Percent of
Annualised Base
Rent (2)
MTM (4) 1 3 0.0% £1,200 £400.00 0.0% 0.0%
2007 (4) 2 9 0.1% £1,300 £144.44 0.0% 0.0%
2008-2019 0 0 0.0% £0 £0.00 0.0% 0.0%
2020 16 851 5.8% £3,867,668 £4,544.85 5.7% 5.7%
2021 31 1,683 11.4% £7,667,174 £4,555.66 11.4% 17.1%
2022 17 930 6.3% £4,132,552 £4,443.60 6.1% 23.2%
2023 77 3,655 24.7% £17,750,137 £4,856.40 26.3% 49.5%
2024-2029 0 0 0.0% £0 £0.00 0.0% 49.5%
2030 7 363 2.5% £1,569,882 £4,324.74 2.3% 51.8%
2031 20 1,220 8.2% £5,003,826 £4,101.50 7.4% 59.2%
2032 25 1,265 8.5% £5,532,279 £4,373.34 8.2% 67.4%
2033 98 4,604 31.1% £21,052,856 £4,572.73 31.2% 98.6%
Post-2033 3 213 1.4% £952,172 £4,470.29 1.4% 100.0%
Total / Average 297 14,796 100.0% £67,531,045 £4,564.14 100.0%
(1) There is an agreement in place in respect of 287 Properties such that at expiry of the relevant lease, such Occupational Lease will be extended to 29 May 2041.
(2) Percentages may not total 100% due to rounding.
(3) Annualised Base Rent includes aggregate turnover-based rent of £814,476 in respect of seven occupational leases.
(4) Includes three staff accommodation properties, which provide residential facilities to staff of Southern Cross Healthcare Group PLC.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 17

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
V. Analytics
Tenure by Number of Properties
Value of Properties by Country
Leasehold 2.4%
Freehold/Leasehold 0.7%
Northern Ireland 3.2%
Wales 6.8%
Scotland 17.9%
England 72.1%
Freehold 97.0%
Property Construction Type by Number of Properties (1) Type of Rooms by Number
Conversion
12.8%
Part new-build/Part-conversion
8.1%
Double (non-ensuite)
3.8%
Double (ensuite) 3.4%
Purpose-built 79.1%
Single (non-ensuite)
24.6%
Single (ensuite) 68.1%
(1) Assumes the three staff accommodation properties are purpose-built properties.
Securitised Loan LTV at Cut-Off D
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 18

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Libra Loan
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 19

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Libra Loan
Loan Information
Property Information
Original Lender:
Loan Seller:
Loan Arranger:
Cut-Off Date Securitised
Principal Balance (1) :
% of Cut-Off Date Securitised
Principal Balance:
CS Funding 1 Limited
Libra 2007 (NHP) Limited
Credit Suisse, London Branch
£638,000,000
100.0%
First Due Date: 15 April 2007
Loan Purpose:
Cut-Off Date Secured
Subordinate Debt:
Whole Loan Interest Rate:
Securitised Loan Interest
Rate:
Whole Loan Interest Rate
Hedge/Resulting Rate:
Refinancing
£534,000,000 (2)
LIBOR + 1.5000% p.a.
LIBOR + 0.9627% p.a.
Yes/LIBOR + 1.5000% p.a. (3)
Loan Maturity Date: 15 January 2009 (4)
Borrower:
A limited liability company incorporated
under the laws of the Cayman Islands.
Property Owning Companies: Libra Propcos
Interest Calculation:
Actual/365
Scheduled Amortisation: No (5)
Call Protection:
Reserves:
Lockbox (6) :
Yield Maintenance through and including
15 January 2008; thereafter Prepayment
Charge through but excluding 15 January
2009 (or through but excluding 15 January
2010 in case extension option is
exercised).
Cash Reserve Account, Capital
Expenditure Reserve Account.
Yes
Property Type:
Number of Properties: 297
Location:
Year Built:
Care Home / Staff Accommodation
Various, UK
Various
Total number of rooms: 14,796
Total number of beds:
Occupancy (7) : 90.0%
14,796 (registered)
Tenure: Freehold (96.5% by Value) /
Leasehold (2.6% by Value) /
Freehold/Leasehold (0.9% by Value)
Property Management (8) :
Sponsor Affiliate
U/W NOI (9) : £66,231,486
Average U/W NOI per
Registered Bed (9) :
£4,476
Value: £1,338,341,000
Net Yield to Value (10) : 4.95%
Average Value per
Registered Bed:
£90,453
Valuation Date: 31 January 2007
Valuer:
Cut-Off Date LTV (11) :
King Sturge LLP
Securitised
Debt
Total Debt
47.7% 87.6%
Maturity LTV (12) : 47.7% 87.6%
Cut-Off Date U/W ICR (13) :
Cut-Off Date U/W DSCR (13) :
1.79x 1.05x (14)
1.79x 1.00x (14)
Net Yield to Debt at Cut-Off
Date (15) : 10.38% 5.65%
Net Yield to Debt at
Maturity (15) : 10.82% 5.89%
(1) The Libra Loan comprises the senior tranche of the Libra Whole Loan, which has a Cut-Off Date Whole Loan Principal Balance of £1,172,000,000. The related subordinate tranche
has a Cut-Off Date Secured Subordinate Debt Principal Balance of £534,000,000.
(2) Excludes separate, subordinated £70,000,000 PIK Facility Loan. The PIK Facility Loan is not held by the Issuer and will instead be held by third parties.
(3) The Libra Whole Loan accrues interest at a floating rate. The floating rate on the Libra Whole Loan is hedged through an interest rate swap agreement entered into by the Borrower,
pursuant to which the Borrower will swap a portion of the interest rate payable on the Libra Whole Loan for LIBOR fixed on the 15 th of each January, April, July and October or, if such
day is not a Business Day, then on the next succeeding Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
(4) Assumes that Borrower does not exercise the one-year Libra Whole Loan extension option.
(5) Full sweep of excess cash flow (if any) will be applied to repayment of the Libra Whole Loan.
(6) The Security Agent has sole signing rights with respect to the Rent Account, the Deposit Account, the Capital Expenditure Reserve Account and the Cash Reserve Account. The
Borrower has signing rights with respect to the General Account provided no Default is outstanding.
(7) Based on the total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%.
(8) Details are set out in the Offering Circular.
(9) The calculation of U/W NOI is set out in the Offering Circular.
(10) Based on the aggregate U/W NOI for the Properties, divided by the Value at the Valuation Date as set forth in the related Valuation Report.
(11) Based on the Cut-Off Date Securitised Principal Balance or Cut-Off Date Whole Loan Principal Balance divided by the Value as set forth in the Valuation Report.
(12) Based on the Principal Balance of the Libra Loan or Libra Whole Loan at the Loan Maturity Date (assuming no prepayments) divided by the Value at the Valuation Date as set forth
in the related Valuation Report.
(13) Calculated based on U/W NOI, divided by (i) total interest (in the case of Cut-Off Date Securitised or Whole Loan U/W ICR) or (ii) aggregate debt service (in the case of Cut-Off Date
Securitised Loan or Whole Loan U/W DSCR) payable under the Libra Loan for the first four quarterly payment dates after the Cut-Off Date. For the purposes of calculations in this
document, LIBOR is assumed to be 4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions.
(14) With respect to the Libra Whole Loan, the U/W ICR and U/W DSCR are calculated after taking into account amounts on deposit in the Cash Reserve Account in order to comply with
the minimum Interest Cover covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment). Excluding the benefit of the Cash
Reserve Account, the Libra Whole Loan U/W ICR is 0.89x and the Libra Whole Loan U/W DSCR is 0.89x. For the purposes of calculations in this document, LIBOR is assumed to be
4.8130%, which is equivalent to the fixed rate payable by the Borrower under the related Swap Transactions.
(15) Based on U/W NOI (taking into account fixed annual rental uplifts, if applicable).
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 20

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Libra Loan
• LOAN PURPOSE:
Summary
– Refinancing a healthcare portfolio located throughout the UK: England (72.1% of aggregate market value),
Scotland (17.9% of aggregate market value), Wales (6.8% of aggregate market value) and Northern Ireland
(3.2% of aggregate market value).
• PROPERTIES:
– The portfolio comprises 294 care homes (including two parcels of land adjacent to two care homes) and three
properties providing staff accommodation.
– The majority of care homes in the portfolio (209) were constructed since the 1990s. 235 care homes, including
three properties related to staff accommodation, are purpose-built. The remainder of the care homes includes
38 conversions and 24 part new-build/part conversions.
– The three properties comprising staff accommodation are in the locality of three other care homes and are
three- to five-bedroom houses built between 1974 and 2004.
– The care homes range in size from three- to 150-beds with an average of circa 50 beds. The portfolio
comprises a total of 14,796 registered beds (including 12 beds relating to the staff accommodation), 92.5% of
which are arranged in single rooms and 71.4% of the total number of rooms benefit from ensuite facilities.
• TENANCIES:
– 297 Fully Repairing and Insuring (“FRI”) leases with a weighted average remaining lease term of 20.5 years
(to first break or expiry). There is an agreement in place in respect of 287 Properties such that at expiry of the
relevant lease, such Occupational Lease will be extended to 29 May 2041.
– Portfolio is 5.6% under rented. Rent review provisions across the portfolio fall into three categories: (i) annual
2.5% uplift (281 Properties, 94.3% of Annualised Base Rent); (ii) turnover-based rent in addition to an annual
base rent (7 Properties, 3.9% of Annualised Base Rent) and (iii) RPI-based (6 Properties, 1.9% of Annualised
Base Rent), excluding the three staff accommodation properties.
– Southern Cross Healthcare Group PLC (“Southern Cross”) is the largest tenant operator group, accounting for
86.5% of the Annualised Base Rent of the portfolio. Southern Cross is the UK’s largest provider of care home
services for the elderly (with circa 6% of market share). The Southern Cross leases have an unexpired term of
circa 21.1 years (no break option) and are generally subject to fixed annual uplifts of 2.5%.
– A petition has been presented at Court in Edinburgh by HM Revenue & Customs for the winding up of
Britannia Healthcare Limited, including an application for appointment of a liquidator. Britannia Healthcare
Limited guarantees the leases of its affiliate (Britannia Leased Homes Limited (“BLHL”)) which operates six
freehold Properties in the portfolio, representing in aggregate 1.9% of Annualised Base Rent. At the date of
this document, there is no further information on the status of the petition, other than that it has been
presented, and no order to wind up has been granted (or dismissed) by the Court. The Managing Director of
Britannia Healthcare Limited has made a certified statement, confirming that the amount due to HM Revenue
& Customs (of £51,408.14) has been paid in full in settlement thereof to HM Revenue & Customs.
Notwithstanding the above, in the event of a winding up order and appointment of a liquidator relating to
Britannia Healthcare Limited, the relevant landlord may commence forfeiture proceedings against the relevant
tenant, BLHL. If the landlord regains possession of the property it may re-let the Properties to another tenant.
• RESERVES:
– Upfront cash reserve of £17,476,993.61 (as of 26 th April 2007) available to cover interest shortfalls and satisfy
the minimum ICR covenant of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no
principal repayment).
– In order to exercise the Libra Whole Loan extension option at the end of the second year of the loan term, the
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 21

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Borrower will be required to ensure the Libra Whole Loan U/W ICR is at least 1.05x in the third year, among
other things.
– Reserve for recommended capital expenditure of £216,000 at closing.
– Reserve for recommended environmental expenditure of £100,000 at closing.
• BORROWER:
– The Borrower is a limited liability company incorporated under the laws of the Cayman Islands.
– The sponsor is a repeat client of Credit Suisse. This portfolio is the sponsor’s third investment in the UK
healthcare sector. One previous acquisition loan has been securitised in the Titan Europe 2006-4 FS plc
transaction.
• LOAN FEATURES:
– Two-year senior tranche of a Whole Loan with a one-year extension option subject to satisfaction of certain
conditions, including equal extension of separate PIK Facility Loan and no Default at original maturity of 15
January 2009. The junior tranche of the Libra Whole Loan and a £70,000,000 PIK Facility Loan are fully
subordinated.
– £534,000,000 secured, fully subordinated tranche and £70,000,000 PIK Facility Loan, secured by a first fixed
charge over the shares in the Borrower will be placed with third party investors.
– Cut-Off Date Securitised Loan U/W DSCR of 1.79x and Cut-Off Date Whole Loan U/W DSCR of 1.00x
(including the benefit of amounts on the deposit in the Cash Reserve Account).
– Maximum LTV covenant of 92.7% and minimum ICR covenant of 1.05x, each subject to certain cure rights.
– Release pricing, in the case of disposals is 115% of the relevant ALA (110% of the relevant ALA in the case of
the first 15% of aggregate portfolio value to be sold) (the "Disposal ALA Amount"). Where, in connection with
a disposal (a) the aggregate of the Disposal ALA Amount and the corresponding amount to be applied in
prepayment of the PIK Facility Loan is less than (b) 90% of the net disposal proceeds from that disposal, the
difference between (a) and (b) is required to be applied in prepayment of the Libra Whole Loan and the
PIK Facility Loan pro rata.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 22

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Top Ten Properties
Property Name
Tenant Operator
Group
Allocated Loan
Amount
Percent of
Allocated
Loan
Registered
Beds
Amount (1) Value (2) ERV Occupancy (3) Number of
Securitised Debt
per Registered
Bed
Value
Average U/W NOI
Bed (4) U/W NOI (5) Bed
per Registered
per Registered
Net Yield
to Value (6)
Birchwood Grange
Property
Southern Cross
Healthcare Group PLC
£17,293,542 1.5% £19,748,000 £1,265,357 96.3% 150 £62,760 £131,653 £936,211 £6,241 4.74%
Tower Bridge Care
Centre Property
Southern Cross
Healthcare Group PLC
£15,298,672 1.3% £17,470,000 £745,356 96.2% 128 £65,063 £136,484 £893,472 £6,980 5.11%
The Oaks Property
Craegmoor Healthcare
Co. Limited
£13,417,645 1.1% £15,322,000 £766,457 93.8% 113 £64,638 £135,593 £803,068 £7,107 5.24%
Murrayfield House
Property
Southern Cross
Healthcare Group PLC
£12,819,534 1.1% £14,639,000 £1,087,712 91.7% 128 £54,520 £114,367 £694,002 £5,422 4.74%
Greenfield Park
Property
Southern Cross
Healthcare Group PLC
£11,512,973 1.0% £13,147,000 £742,561 99.2% 120 £52,228 £109,558 £623,269 £5,194 4.74%
Abbeydale
Property
Southern Cross
Healthcare Group PLC
£11,022,575 0.9% £12,587,000 £195,000 30.1% 52 £115,391 £242,058 £753,966 £14,499 5.99%
Four Seasons
Property
Southern Cross
Healthcare Group PLC
£10,800,144 0.9% £12,333,000 £721,243 97.7% 121 £48,589 £101,926 £584,667 £4,832 4.74%
Adelaide Property
Southern Cross
Healthcare Group PLC
£9,779,065 0.8% £11,167,000 £699,366 97.7% 76 £70,045 £146,934 £529,387 £6,966 4.74%
Callands Property
Southern Cross
Healthcare Group PLC
£9,192,339 0.8% £10,497,000 £520,009 97.7% 120 £41,700 £87,475 £523,738 £4,364 4.99%
Merlin Court
Property
Southern Cross
Healthcare Group PLC
£8,583,720 0.7% £9,802,000 £449,563 83.6% 66 £70,799 £148,515 £501,305 £7,596 5.11%
287 Others Various £1,052,279,791 89.8% £1,201,629,000 £64,307,957 89.9% 13,722 £41,745 £87,570 £59,388,401 £4,328 4.94%
Total / Weighted
Average
£1,172,000,000 100.0% £1,338,341,000 £71,500,581 90.0% 14,796 £43,120 £90,453 £66,231,486 £4,476 4.95%
(1) Percentages may not total 100% due to rounding.
(2) Based on the relevant Value at the Valuation Date.
(3) Based on the total number of rooms occupied. Based on the Occupational Leases, the occupancy is 100.0%.
(4) Based on the relevant Value at the Valuation Date, divided by the total number of Registered Beds.
(5) The calculation of U/W NOI is set out in the Offering Circular.
(6) Based on the aggregate U/W NOI for the Properties, divided by the Value at the Valuation Date as set forth in the related Valuation Report.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR
CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR
REDISTRIBUTED TO ANY OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT
TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND
SUPPLEMENTED IN ITS ENTIRETY BY SUCH PROSPECTUS OR OFFERING CIRCULAR.
Page 23

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Overview of Typical Southern Cross Lease Terms
Operator Lease Summary
Lease Term
Description
Fully Repairing & Insuring (“FRI”) • Leases contain a full tenant repairing and insuring covenant (landlord insures, tenant reimburses premium).
• Tenant covenants to keep the premises and assets in a condition immediately capable for being let for a term of 25
years for the approved use.
• Ongoing tenant repair, maintenance and renewal obligations include to:
−
−
−
keep the whole of the premises (externally and internally) in good repair and condition;
decorate exterior of the premises in every fifth year of the lease as well as the last year of the term;
decorate the interior of the premises in every third year of the term.
Rent Review Frequency • Annual.
Basis of Rent Review • Predominantly at 2.50% uplift per annum. A small number of leases have RPI-linked and turnover-based provisions.
Tenant Break Option • No.
Frequency of Rent Payment • Monthly.
Forfeiture • Forfeiture provisions are extensive and include a right of re-entry where the statutory regulation of the operator is not
maintained.
• There is a right of re-entry where a facility is not registered with a specified number of beds.
Tenant Option to Purchase • Some leases contain a VAT option permitting the tenant to purchase the property if the rent is subject to VAT and
such VAT is irrecoverable from the tenant, at a price which is the higher of 16x gross annual rent and the open
market value.
Landlord Option to Purchase • Landlord has an option to purchase the tenant’s assets in the event of forfeiture of the lease.
Agreement for Reversionary
Lease
• There is an agreement to grant a new lease expiring in 2041 on the same terms as the current lease.
Alienation • Tenant is not permitted to underlet the whole or any part of the premises.
• Assignments of the whole of the premises are permitted with the prior written consent of the landlord.
• Provision for a surety covenant, rent deposit deed or an authorised guarantee agreement where required.
Additional Matters • The tenant is obliged to use the premises for the approved use.
• Tenant is obliged to use best endeavours (in some cases, reasonable endeavours) to maximise turnover or, in some
cases, occupancy.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 24

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Operator Lease Summary (continued)
Overview of Other Operator Group Lease Terms
% of Total
Operator Group
Annualised Base Rent
Four Seasons Health Care Limited 4.3%
Care Management Group Limited 3.5%
Craegmoor Healthcare Co. Limited 2.4%
Britannia Healthcare Limited 1.9%
Methodist Homes for the Aged 0.9%
Hillcroft Nursing Homes Limited 0.5%
Lease Terms
• Remaining lease terms of 13-15 years
• Fixed 2.50% annual rent uplift
• Remaining lease terms of 13-27 years
• Fixed 2.50% annual rent uplift
• Remaining lease terms of 14-15 years
• Pavement rent and turnover-linked rent
• Remaining lease terms of 13-26 years
• Annual RPI-linked increases with 7% cap and 3% collar
• Remaining lease terms of 26-27 years
• Pavement rent and turnover-linked rent
• Remaining lease terms of 16 years
• Pavement rent and turnover-linked rent
Note: Pavement rent is a fixed rent, subject to 5-yearly upwards-only rent reviews. The turnover rent typically ranges between 21% and 28% of the previous year’s gross
turnover from the relevant property. Where applicable, the annual rent payable is the greater of the pavement rent and the relevant percentage of gross turnover. It should be
noted that circa 1.2% of Annualised Base Rent is turnover-linked, with the turnover rent for the overall portfolio being equal to £814,476 and relating to seven occupational
leases as of the Cut-Off Date.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 25

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Operator Group Overview
Southern Cross Healthcare Group PLC
Overview
Southern Cross Healthcare Group PLC (“Southern Cross”) is the largest provider of care home services for the elderly (by number of
beds) and a major provider of specialist services for people with physical and/or learning disabilities throughout the United Kingdom,
with circa 6% of market share.
The group's care homes for the elderly operate under two distinct brands: Southern Cross Healthcare and Ashbourne Senior Living,
both of which provide homes with a broad range of residential personal services and nursing care services for elderly people with
physical frailties and differing forms of dementia.
−
−
Southern Cross Healthcare is a brand focused on local authority-funded residents. Ashbourne Senior Living, a developing brand,
focuses on self-funding residents. Currently, the group is re-branding some care homes as Ashbourne Senior Living facilities.
The group's specialist services operate under the Active Care Partnerships brand and provide long-term care services for people
with physical and/or learning disabilities and younger people with complex forms of challenging behaviour.
As at 1 October 2006, the Group operated 580 homes across its brands with a total of 28,917 beds:
Brands Overview as at 1 October 2006 (including managed portfolio)
Brand Number of Homes Number of Beds Fee Income (£m)
Home EBITDAR Before
Central Costs (£m)
Southern Cross Healthcare 466 24,027 481.6 142.8
Ashbourne Senior Living 72 3,974 94.0 38.2
Active Care Partnerships 42 916 35.3 8.6
Total 580 28,917 610.9 189.6
Source: Annual Report and Accounts 2006, Southern Cross Healthcare Group PLC
As of 1 October 2006, the group's average occupancy rate was 91.0%.
The key aspects of Southern Cross’ proposed business model are to:
−
−
−
Continue acquiring and developing modern, purpose-built care homes in areas of high demand with a plan to add circa 1,000 beds
to the group portfolio by December 2007;
Maintain commitment to the long-term care market, focusing on growth in both core and specialist care divisions; and
Utilise its core sale and leaseback financing strategy to fund continued growth.
History
Southern Cross was incorporated in 1996 and has grown significantly through an aggressive acquisition and consolidation strategy,
making it a leading consolidator in the UK care home sector in terms of acquired beds. Since 2001, the group has acquired nine
portfolios of care homes and specialised accommodation, growing from 5,966 beds (March 2002) to 28,917 beds (October 2006). The
majority of this growth has been achieved through two large corporate acquisitions: (1) Highfield (late March 2005; 186 care homes and
circa 8,000 beds), and (2) Ashbourne (November 2005; 193 elderly homes and over 10,000 beds).
In July 2006, the group was listed on the London Stock Exchange, raising circa £175.0 million, and entered the FTSE 250 index in
September 2006.
Homes
Southern Cross operates its care homes across the United Kingdom:
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 26

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Geographic Presence
Region
Number of Homes
Percent of Total
Number of Homes
Number of Beds
Percent of Total
Number of Beds
North and Yorkshire 192 33.1% 9,627 33.3%
Midlands 101 17.4% 4,698 16.2%
Scotland 78 13.4% 4,604 15.9%
Southeast England 62 10.7% 3,389 11.7%
Wales and Southwest
England
68 11.7% 2,861 9.9%
East Anglia 58 10.0% 2,761 9.5%
Northern Ireland 21 3.6% 977 3.4%
Total 580 100.0% 28,917 100.0%
Source: Annual Report and Accounts 2006, Southern Cross Healthcare Group PLC
A typical care home in the company’s elderly operations has circa 50 beds and offers 24-hour care services. Each home has catering
and housekeeping staff, an administrator, residents’ activities co-ordinator and handyman. For care homes providing nursing services,
there is professional staffing (including nurses). The group is subject to regulation with respect to staffing levels and the physical quality
of its care homes across the three brands.
The Southern Cross Healthcare and Ashbourne Senior Living brands provide three types of facilities: residential homes, nursing homes
and dual homes (focusing predominantly on provision of services to elderly couples). Active Care Partnerships provides a range of
residential, nursing and supported living services across the United Kingdom.
−
−
−
The majority of Southern Cross Healthcare homes are purpose-built with dining and lounge facilities on sites. Each home has on
average 55 beds (predominantly single ensuite rooms), and is typically a two-storey construction.
Ashbourne Senior Living operates 72 care homes with on average 55 beds per home.
The group operates 42 specialist care homes under the Active Care Partnerships brand for people with learning and/or physical
disabilities. The specialist homes typically have shared communal areas and provide each resident with a single ensuite bedroom.
Active Care Partnerships homes have on average 21 beds per home.
Resident Profile
Southern Cross Healthcare homes target primarily high-dependency residents with specific nursing or social care needs, and the
average stay for this customer group is estimated at circa 11 months, with average occupancy of approximately 93%.
The Ashbourne Senior Living brand caters for elderly self-funding customers who may require additional services and a higher
accommodation standard.
Residents within the Active Care Partnerships brand are suffering physical and/or learning disabilities. In addition, residents of the
Stocksbridge Neuro Rehabilitation Centre have sustained brain injuries and Abbeydale Court Nursing Home provides mental health
facilities. The age and the length of stay of the Active Care Partnerships residents vary according to patients’ individual needs and
preferences.
Funding
As of 1 October 2006, the average weekly fee rate for residents of the group’s care homes was £478, and weekly revenues on a per
bed basis were circa £455, £524 and £873 for Southern Cross Healthcare, Ashbourne Senior Living and Active Care Partnerships
respectively (Source: Annual Report and Accounts 2006, Southern Cross Healthcare Group PLC).
The funding sources for residents are detailed below:
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 27

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Southern Cross Healthcare
Resident Funding
Ashbourne Senior Living
Resident Funding
Active Care Partnerships
Resident Funding
Private 19%
Private 40%
Private 1%
Local Authority 81%
Local Authority 60%
Local Authority 99%
Source: Annual Report and Accounts 2006, Southern Cross Healthcare Group PLC
Employees
As of April 2007, the Southern Cross group employed approximately 33,000 people through its three brands. In order to keep operating
costs low whilst providing high quality services, the group maintains an active foreign recruitment programme and currently employs in
excess of 2,000 staff from eastern Europe and southeast Asia.
Other Tenants
Tenant Operator Group
Four Seasons Health Care
Limited
(“Four Seasons”)
Craegmoor Healthcare Co.
Limited (“Craegmoor
Healthcare”)
Methodist Homes for the
Aged
(“MHA”)
Care Management Group
Limited (“CMG”)
Britannia Healthcare Limited
(“Britannia Healthcare”) (1)
Hillcroft Nursing Homes
Limited (“Hillcroft Nursing
Homes”)
Description
The UK’s third largest independent provider of care home and specialist services (with a circa 4.5%
market share), established in the late 1980s. The company owns and operates circa 440 nursing and
specialised care homes throughout the UK. As of April 2007, Four Seasons had circa 21,000 staff
and cares for over 18,000 residents. The company operates its specialised hospitals and centres
under the Huntercombe Group brand, providing services for patients with varying needs such as
mental health, addiction, physical and neuron disabilities, brain injury rehabilitation and learning
disabilities.
Craegmoor Healthcare is the UK's leading independent provider of specialist care for adults and
younger people with a range of needs. These include learning disabilities, mental health problems,
physical disabilities, dementia and nursing care for older residents, as well as neurological illnesses
and acquired brain injuries. The business operates over 250 care homes, supported living units and
independent hospitals as well as specialist educational colleges, caring for and supporting over 5,000
people and employing more than 7,000 members of staff.
Methodist Homes for the Aged was founded by the Methodist Church in 1943 as an independent
charity to improve the lives of older people. In 1945 their first residential care home was opened in
Wallington, Surrey. From 1945 onwards, MHA has continued to develop new care homes.
MHA operates throughout the UK, providing care homes, housing and support services. The
organisation supports more than 8,500 older people in residential and nursing care homes, specialist
dementia care homes, sheltered housing schemes and community projects. MHA employs 4,000
staff and has more than 5,000 volunteers.
Incorporated in 1995 with the objective of providing care for those with learning difficulties and
associated needs. As an expanding company predominantly in the southeast of England and south
Wales, CMG employs around 1,200 people involved in the care and support of the 550 service users
in its 85 facilities and also at its head office in Wimbledon. Day services, therapeutic centres and a
school supplement the care services, as well as events such as the annual Residents’ Forum.
Britannia Healthcare is engaged in the provision of nursing home care for the elderly.
Hillcroft Nursing Homes is an independent provider of nursing home care with a range of care
services such as respite, temporary, permanent and convalescence care, elderly frail nursing and
elderly mentally infirm nursing.
(1) A petition for the winding up of Britannia Healthcare Limited has been filed by HM Revenue & Customs at Court in Edinburgh but as at the date of this document, there
is no further information on the status of the petition and no order to wind up has been granted (or dismissed) by the Court. The Managing Director of Britannia
Healthcare Limited has made a certified statement, confirming that the relevant amount due (of £51,408.14) has been paid in full in settlement thereof to HM Revenue &
Customs. For further details, please see the Offering Circular.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 28

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Market Overview
Industry Structure
The care home market in the UK consists of residential and nursing homes, mainly providing long-term care for older people who are
physically dependent and/or suffering from forms of dementia. There are two main types of care homes: (1) residential home
conversions and (2) purpose-built care home facilities.
The market is relatively mature and transparent and the industry consists of different categories of participants, including owneroperators,
lessee-operators and owner-investors. Laing and Buisson estimated the size of the UK care home market (measured in
terms of registered beds) to be approximately 468,000 in April 2006.
The care home sector remains fragmented albeit with a trend towards consolidation. King Sturge LLP estimate that the top ten UK
providers operated circa 22.0% of the total beds available as of November 2006 (Source: King Sturge LLP Valuation Report). Southern
Cross is the largest provider, representing only 6% of market share.
Supply of Care Home Beds
Between 1989 and 1996, the total bed spaces for nursing, residential and long stay hospital care for the elderly, chronically ill and
physically disabled increased from circa 465,000 to circa 571,300 beds (see below). Consequent oversupply and local authority fee
adjustments below inflation reduced occupancy and profitability levels for operators. Therefore, the supply of care home beds in the UK
has fallen gradually since the late-1990s.
Bed Capacity (1988-2006)
Source: Laing and Buisson UK Market Survey 2006
From 1996 through 2006, the number of beds in the market has decreased from a peak of 571,300 beds in 1996 to 468,000 in April
2006 (Source: Laing and Buisson). However, there are some indications of a changing trend in the care homes market and over a oneyear
period, the closure rate for homes reduced from circa 711 homes (12,714 beds) as of April 2005 to approximately 323 homes
(7,461 beds) as of April 2006.
The decrease in capacity is more marked in the public sector than in the private sector. In the latter, the decline of bed capacity is more
apparent in converted homes as a result of more stringent regulatory controls and requirements as well as the boom in the residential
property market.
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 29

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Forecast Numbers of Ageing People and Demand for Care Home Beds
The trend in the UK demographic profile has been towards a more elderly population. King Sturge LLP report that the percentage of the
UK population aged 65 and over has increased from 13% to 16% between 1971 and mid-2005. A similar trend has been observed in
respect of the population aged 85 and over. They project an upward trend due to:
−
−
−
General improvement in life expectancy;
Post-World War I “baby boomer” generation reaching the age of 85 and over;
A significant section of the population, born post-World War I, reaching old age.
UK Population over the age of 65 (1901-2071)
Source: Laing and Buisson UK Market Survey 2006
King Sturge LLP has projected the proportion of the UK’s population aged 85 and over to be circa 5 million (7.1% of the total
population) by 2071 and therefore the ageing population trend is predicted to have implications for the care home industry as a whole.
Over recent years, the demand for care home beds has witnessed a downward trend. King Sturge LLP report that the main reasons for
this trend are (i) constraints on local authority budgets resulting in a policy of placing the elderly in less costly residential settings than
nursing care; (ii) the desire of older people to remain in their own homes as long as possible, and (iii) the government’s preference for
community-based care over residential care. However, Laing and Buisson project that demand across the UK may increase from
421,000 occupied places in 2006 to 445,000 by 2016, mostly due to a reduced supply of public sector care homes.
Volume of Demand and Total Capacity (1990-2006)
Source: Laing and Buisson UK Market Survey 2006
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 30

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Occupancy Levels
According to Laing and Buisson, average occupancy levels in the UK care homes sector were over 90.0% in the period from March
2001 until March 2006 and in March 2006 were circa 91.3% and 90.2% for nursing and residential homes respectively.
Projected trends in supply and demand, where falling overall demand (albeit smaller than in recent years) may be matched by
continued withdrawal of capacity, indicate that these high average occupancy levels amongst major providers may be considered to be
sustainable in the future. The table below illustrates occupancy rates for care homes with or without nursing facilities across the UK as
of March 2006.
Regional Occupancy Rates (March 2006)
Source: Laing and Buisson UK Market Survey 2006
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 31

Titan Europe 2007-1 (NHP) Limited Collateral and Structural Term Sheet 1 st May 2007
Contact Information
CONTACT PHONE FAX E-MAIL
Donald Belanger
Managing Director
+44 20 7883 7207 +44 20 7890 2342 donald.belanger@credit-suisse.com
CMBS Debt Capital Markets/ Product Management:
Todd Hirsch
Managing Director
Dino Di Costa
Director
Jason Kahn
Associate
Lama Kanazeh
Analyst
+44 20 7883 6645 +44 20 7888 4342 todd.hirsch@credit-suisse.com
+44 20 7888 6651 +44 20 7905 6128 dino.dicosta@credit-suisse.com
+44 20 7888 8619 +44 20 7905 6128 jason.kahn@credit-suisse.com
+44 20 7883 5255 +44 20 7888 4342 lama.kanazeh@credit-suisse.com
Structured Finance:
Bjarne Eggesbo
Vice President
Jeffrey Fleming
Vice President
Sa’ad Malik
Vice President
Salim Saab
Associate
Saqib Allana
Analyst
+44 20 7883 6172 +44 20 7892 1354 bjarne.eggesbo@credit-suisse.com
+44 20 7888 6199 +44 20 7905 6101 jeffrey.fleming@credit-suisse.com
+44 20 7883 2178 +44 20 7892 1321 saad.malik@credit-suisse.com
+44 20 7883 6601 +44 20 7943 4351 salim.saab@credit-suisse.com
+44 20 7883 7290 +44 20 7458 8278 saqib.allana@credit-suisse.com
NEITHER THIS DOCUMENT NOR ANY COPY HEREOF MAY BE SENT OR TAKEN OR TRANSMITTED INTO THE UNITED STATES OR CANADA OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY U.S.
PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR CANADIAN PERSON EXCEPT TO A LIMITED NUMBER OF QUALIFIED INSTITUTIONAL BUYERS AS DEFINED IN RULE 144A UNDER THE
U.S. SECURITIES ACT OF 1933, AS AMENDED. THIS DOCUMENT IS BEING FURNISHED TO YOU SOLELY FOR YOUR INFORMATION, IS CONFIDENTIAL TO CLIENTS OF CREDIT SUISSE, AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE,
ANY SECURITIES. ANY SUCH OFFER OF SECURITIES WOULD BE MADE PURSUANT TO A DEFINITIVE PROSPECTUS OR OFFERING CIRCULAR PREPARED BY THE ISSUER WHICH COULD CONTAIN MATERIAL INFORMATION NOT CONTAINED
HEREIN, AND TO WHICH THE PROSPECTIVE PURCHASERS ARE REFERRED. IN THE EVENT OF ANY SUCH OFFERING, THIS INFORMATION SHALL BE DEEMED SUPERSEDED, AMENDED AND SUPPLEMENTED IN ITS ENTIRETY BY SUCH
PROSPECTUS OR OFFERING CIRCULAR.
Page 32

APPENDIX 4
THE BORROWER
A. Information
Except as otherwise specifically stated, the information set out herein is derived, and has been accurately
reproduced, solely from information supplied by the Borrower. The Issuer has made no further investigation or
enquiry in relation thereto. Insofar as the Issuer is aware and is able to ascertain from such information
published by the Borrower except as otherwise set out below, no facts have been omitted from the information
set out herein which would render such information misleading.
B. The Borrower
The Borrower, Libra No. 3 Limited, is company incorporated in the Cayman Islands with limited liability
on 25 January 2006. The Borrower is registered with the Registry of Companies, Cayman Islands, under
registration number CT-161486. The registered office of the Borrower is at the offices of Codan Trust Company
(Cayman) Limited, Century Yard, Cricket Square, Hutchins Drive, P.O. Box 2681 GT, George Town, Grand
Cayman, British West Indies.
C. Principal Activities
The objects for which the Borrower has been incorporated are unrestricted. Insofar as the Issuer is aware
and is able to ascertain from information published by the Borrower, the Borrower has not published any
financial statements, is not, and has not been involved in any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which the Borrower is aware) which may
have, or have had, since the date of its incorporation, a significant effect on the Borrower’s financial position.
D. Principal Officers
The directors of the Borrower are as follows:
Name
Paul Taylor
Destiny
49 The Highway
South Sutton
Surrey SM2 5QS
United Kingdom
Richard Midmer
The Garden House
30A Clare Lawn Avenue
London SW14 8BG
United Kingdom
Position
Director
Director
E. Issued Share Capital
The share capital of the Borrower is £200,000 divided into 200,000 ordinary shares of a nominal or par
value of £1.00 each. All shares in the Borrower are held by the Shareholder, Libra No. 2 Limited.
F. Constitutional Documents
The constitutional documents in respect of the Borrower are private documents.
237

CD-ROM DISCLAIMER
The CD-ROM distributed contemporaneously with this Offering Circular contains the reports compiled for
the purposes of ascertaining the Valuations in respect of the Properties (together, comprising the “Valuation
Reports”). Prospective investors should be aware that the Valuation Report was prepared prior to the date of
this Offering Circular. The firm that produced the Valuation Report has not been requested to update or revise
any of the information contained in the Valuation Report nor to review, update or comment on the information
contained in the summary provided in the enclosed CD-ROM, nor will they be requested to do so prior to the
issue of the Notes. Accordingly, the information included in the Valuation Report may not reflect the current
physical, economic, competitive, market and other conditions with respect to the Properties. The information
contained in the CD-ROM does not appear elsewhere in paper form in this Offering Circular and must be
considered together with all of the information contained elsewhere in this Offering Circular, including without
limitation, the statements made in the section entitled “Risk Factors—Loan Related Risks—Limitations of
Valuations” above. All of the information contained in the CD-ROM is subject to the same limitations,
qualifications and restrictions contained in the other portions of this Offering Circular. Prospective investors are
strongly urged to read this Offering Circular in its entirety prior to accessing the CD-ROM.
The information contained in the CD-ROM does not form part of the information provided for the purposes
of this Offering Circular.
All information contained in the CD-ROM is confidential and must be treated as such by any person into
whose possession it comes.
238

REGISTERED AND HEAD OFFICE OF THE ISSUER
Titan Europe 2007-1 (NHP) Limited
First Floor, 7 Exchange Place
International Financial Services Centre
Dublin 1
Ireland
NOTE TRUSTEE
ABN AMRO Trustees Limited
82 Bishopsgate
London EC2N 4BN
United Kingdom
To the Manager
as to English and United States Law:
Cadwalader, Wickersham & Taft LLP
265 Strand
London WC2R 1BH
United Kingdom
To the Manager
as to Jersey Law:
Mourant du Feu & Jeune
8 th Floor
68 King William Street
London EC4N 7DZ
United Kingdom
SERVICER
Capmark Services Ireland Limited
Clonmore
Mullingar
Co. Westmeath
Ireland
Capmark Services UK Limited
Norfolk House
31 St. James’s Square
London SW1Y 4JJ
United Kingdom
AUDITORS TO THE ISSUER
PricewaterhouseCoopers
One Spencer Dock
North Wall Quay
Dublin 1
Ireland
LEGAL ADVISERS
To the Manager
as to Irish Law:
McCann FitzGerald
St. Michael’s House
1 George Yard
Lombard Street
London EC3V 9DF
United Kingdom
To the Manager
as to Cayman Islands Law:
Conyers Dill & Pearman
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
SPECIAL SERVICER
Capmark Services UK Limited
Norfolk House
31 St. James’s Square
London, SW1Y 4JJ
United Kingdom
To the Manager
as to Scots Law:
Tods Murray LLP
Edinburgh Quay
133 Fountainbridge
Edinburgh EH3 9AG
To the Manager
as to Northern Irish Law:
Carson McDowell
Murray House
Murray Street
Belfast BT1 6DN
Northern Ireland
To the Note Trustee
as to English Law:
Allen & Overy LLP
One Bishops Square
London E1 6AO
United Kingdom
To the Servicer and Special Servicer
as to English Law:
Katten Muchin Rosenman Cornish LLP
1-3 Frederick’s Place
Old Jewry
London EC2R 8AE
United Kingdom
PRINCIPAL PAYING AGENT, AGENT BANK AND REGISTRAR
ABN AMRO Bank, N.V. (London Branch)
82 Bishopsgate
London EC2N 4BN
United Kingdom
LISTING AGENT
McCann FitzGerald Listing Services Limited
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Ireland
IRISH PAYING AGENT
NCB Stockbrokers Limited
3 George’s Dock
International Financial Services Centre
Dublin 1
Ireland
239