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

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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. 136
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 137
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OFFERING CIRCULAR £638,100,000 Tit
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NOTICE TO INVESTORS The Notes of ea
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TRUE, COMPLETE AND NOT MISLEADING.
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(a) to legal entities which are aut
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all materials of any kind (includin
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EXECUTIVE SUMMARY This Executive Su
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STRUCTURE CHART The diagram below i
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Special Servicer ..................
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• relate to a particular Payment
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(b) charges over accounts into whic
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Period (such amounts, collectively,
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espect of the timing or manner of e
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Principal and interest on the Class
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interest determined by reference to
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The Class V Notes will be subject t
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Prospectus to be approved. Applicat
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(b) NAI Amounts have been allocated
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(xvii) seventeenth, to pay to the A
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1984, as amended. If your investmen
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The terms of the leases might affec
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Changes in Medical Practice: The me
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law fixed charges. The security ove
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Tenant Operator Group (1) Southern
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contained in the Security Agreement
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(b) serving a notice of default (in
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• in connection with its acquisit
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Under the terms of the Credit Agree
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Properties. However, there can be n
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until the premises are again render
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Pursuant to the Guarantee and Subor
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The enforcement of security in Scot
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The Notes and interest thereon will
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however, there is a conflict betwee
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profits or losses could arise in th
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including financing relationships,
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THE PARTIES Issuer Titan Europe 200
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THE LIBRA LOAN AND PROPERTIES Gener
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which (whether alone or in combinat
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(v) projected net rental income pay
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(d) any right or remedy of a Financ
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Care Standards Act 2000 (for Proper
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Properties located in Northern Irel
Page 85 and 86: Borrower Group Structure Chart (1)
Page 87 and 88: amount of: (i) £216,000 as an upfr
Page 89 and 90: subject to matters disclosed in the
Page 91 and 92: (b) first fixed charges over its in
Page 93 and 94: Loan Name Principal Amount Libra Lo
Page 95 and 96: there will be nothing to prevent th
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Page 99 and 100: Insurance: The landlord is to insur
Page 101 and 102: Properties by Country Country Numbe
Page 103 and 104: (l) Subject as set out in paragraph
Page 105 and 106: forfeited or irritated on bankruptc
Page 107 and 108: (C) any payment made by the Loan Ar
Page 109 and 110: Moneyline/Telerate Page 3937 or on
Page 111 and 112: (xv) fifteenth, to pay all principa
Page 113 and 114: DESCRIPTION OF THE NOTE TRUST DEED
Page 115 and 116: Each Swap Transaction and Basis Swa
Page 117 and 118: Credit Suisse Group 100% Credit Sui
Page 119 and 120: (f) except with respect to matters
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Page 123 and 124: (h) any action to bring a Property
Page 125 and 126: “Assumed Scheduled Payment” mea
Page 127 and 128: (b) in the event the related Proper
Page 129 and 130: Rights of PIK Facility Lenders” a
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Page 135: purporting to give notice) provided
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Page 141 and 142: ESTIMATED AVERAGE LIVES OF THE NOTE
Page 143 and 144: available to an investor in such No
Page 145 and 146: Class D Payment Date Scenario 1 Sce
Page 147 and 148: Loan Capital £ Class A Commercial
Page 149 and 150: 2. Notes to the financial informati
Page 151 and 152: Rule 144A Global Note directly thro
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Page 159 and 160: provided that paragraphs (A) to (E)
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Page 163 and 164: 5. Interest the Special Servicer, a
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Page 169 and 170: cent. of the aggregate Principal Am
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Page 173 and 174: elevant authorities for the amount
Page 175 and 176: other person as it may think fit to
Page 177 and 178: (e) The enforcement of the security
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Page 181 and 182: senior class of Notes then outstand
Page 183 and 184: 17. Privity of Contract The Notes d
Page 185 and 186: OFFERING EXPENSES Fees and expenses
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Floating Charge. A lender will typi
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Enforcement of Security in England
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Under Section 6 of the Law of Distr
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the same priority in respect of any
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The bankrupt’s estate is comprise
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incorporated overseas. As regards s
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Right of redemption. Under Section
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Floating Charge. Under Northern Iri
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shares. The right to the former is
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The effect of a declaration of dés
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IRISH TAXATION The following is a s
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There can be no assurance that the
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individual resident in another Memb
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y the purchaser in respect of the C
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A Note will be considered issued wi
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which will not be treated as intere
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included in income. Any gain from t
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PTCE 96-23, which exempts certain t
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SUBSCRIPTION AND SALE Credit Suisse
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TRANSFER RESTRICTIONS Because of th
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GENERAL INFORMATION 1. The issue of
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APPENDIX 1 INDEX OF DEFINED TERMS
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Financial Regulator in Ireland ....
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Prospectus Directive...............
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APPENDIX 2 FORM OF STATEMENT TO NOT
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Titan Europe 2007-1 (NHP) Limited C
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APPENDIX 4 THE BORROWER A. Informat
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REGISTERED AND HEAD OFFICE OF THE I
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Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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