Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange
Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange
Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange
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Properties by Country<br />
Country Number of Properties Value Percent of Value<br />
England 224 £964,321,000 72.1%<br />
Scotland 42 £239,441,000 17.9%<br />
Wales 22 £91,528,000 6.8%<br />
Northern Ireland 9 £43,051,000 3.2%<br />
Total 297 £1,338,341,000 100.0%<br />
Additional Information<br />
The description in this Offering Circular of the Libra Loan is based upon the Libra Loan as at the close of<br />
business on the Cut-Off Date, as adjusted for any principal repayments on the Libra Loan on or before the Cut-<br />
Off Date (if any). The information set forth herein will be representative of the characteristics of the Libra Loan<br />
as it will be constituted at the time the Notes are issued.<br />
Loan Sale Agreement<br />
Acquisition of the Libra Loan: On 3 April <strong>2007</strong>, the Libra Whole Loan was transferred from CS Funding 1<br />
<strong>Limited</strong>, which was the “Original Lender”, to Libra <strong>2007</strong> (<strong>NHP</strong>) <strong>Limited</strong>, the “Loan Seller”. On the Closing<br />
Date, the Issuer will acquire the Libra Loan from the Loan Seller pursuant to the Loan Sale Agreement. The<br />
purchase price under the Loan Sale Agreement will be paid to the Loan Seller on the Closing Date.<br />
Representations and Warranties: None of the Issuer nor the Note Trustee has made (or will make) any of<br />
the enquiries, searches or investigations which a prudent purchaser of the relevant assets would normally make<br />
in relation to the Libra Loan or any Related Security. In addition, neither the Issuer nor the Note Trustee has<br />
made or will make any enquiry, search or investigation at any time in relation to compliance by the Loan Seller,<br />
the Servicer, the Special Servicer or any other person with respect to the provisions of the Loan Sale Agreement,<br />
the Servicing Agreement, the Deed of Charge and Assignment or in relation to any applicable laws or the<br />
execution, legality, validity, perfection, adequacy or enforceability of the Libra Loan or any Related Security<br />
purchased on the Closing Date.<br />
In relation to all of the foregoing matters concerning the Libra Loan and any Related Security and the<br />
circumstances in which the advances were made to the Borrower, prior to the transfer of the Libra Loan to the<br />
Issuer, each of the Issuer and the Note Trustee will rely entirely on the representations and warranties given by<br />
each of the Loan Seller, the Original Lender and the Loan Arranger to the Issuer and the Note Trustee pursuant<br />
to the Loan Sale Agreement.<br />
The Loan Arranger will be required, if there has been a breach of any of the warranties under the Loan Sale<br />
Agreement that materially and adversely affects the value of the Libra Loan or the Notes and such breach is not<br />
capable of remedy, or, if capable of remedy, has not been remedied within 90 days of the Servicer or the Special<br />
Servicer notifying the Loan Arranger of such breach (or such longer period as the Issuer, the Servicer, the<br />
Special Servicer (in the case of the Libra Whole Loan becoming a Specially Serviced Loan) may agree, based<br />
on written confirmation from S&P and Fitch (following notification to all of the Rating Agencies) that no<br />
Adverse Rating Event will occur as a result of any such extended period or, if a Rating Agency has notified the<br />
Servicer or the Special Servicer that, as a matter of policy, it will not issue such a confirmation, the Servicer or<br />
the Special Servicer as applicable, determines that such extension would not be inconsistent with the Servicing<br />
Standard), to repurchase (or participate in) the Libra Loan from the Issuer. In the event the Loan Arranger is<br />
required to repurchase the Libra Loan, the repurchase price to be paid by the Loan Arranger will be an amount<br />
equal to 100 per cent. of the outstanding principal balance of the Libra Loan, plus accrued interest and<br />
outstanding expenses plus any amount of outstanding Servicing Advances and P&I Advances (including<br />
interest) made with respect to the Libra Loan and all accrued and unpaid Servicing Fees or Special Servicing<br />
Fees allocable to the Libra Loan. Any such repurchase (or participation) would result in a redemption of the<br />
Notes in accordance with Condition 6(b) (Mandatory Redemption from Principal Distribution Amounts,<br />
Sequential Principal Distribution Amounts and Pro Rata Principal Prepayment Amounts).<br />
The representations and warranties will be made by the Loan Arranger as of the date on which the Libra<br />
Whole Loan was transferred and assigned to the Issuer. These representations and warranties include, without<br />
limitation (but subject to disclosure in the Loan Sale Agreement and to certain jurisdiction-specific differences<br />
and as disclosed in this Offering Circular), statements to the following effect:<br />
101