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

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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 178
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 179
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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
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Borrower Group Structure Chart (1)
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amount of: (i) £216,000 as an upfr
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subject to matters disclosed in the
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(b) first fixed charges over its in
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Loan Name Principal Amount Libra Lo
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there will be nothing to prevent th
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the Related Security has become enf
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Insurance: The landlord is to insur
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Properties by Country Country Numbe
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(l) Subject as set out in paragraph
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forfeited or irritated on bankruptc
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(C) any payment made by the Loan Ar
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Moneyline/Telerate Page 3937 or on
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(xv) fifteenth, to pay all principa
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DESCRIPTION OF THE NOTE TRUST DEED
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Each Swap Transaction and Basis Swa
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Credit Suisse Group 100% Credit Sui
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(f) except with respect to matters
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A “Subordinate Lender Control Val
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(h) any action to bring a Property
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“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
Page 131 and 132: Provider or the Backup Advance Prov
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Page 135 and 136: purporting to give notice) provided
Page 137 and 138: CASH MANAGEMENT Cash Manager Pursua
Page 139 and 140: The Cash Manager will be permitted
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)
Page 161 and 162: 4. Covenants Issuer will not (or th
Page 163 and 164: 5. Interest the Special Servicer, a
Page 165 and 166: and (ii) the Class X Net Weighted A
Page 167 and 168: outstanding is redeemed in full pur
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: (e) The enforcement of the security
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
Page 187 and 188: Floating Charge. A lender will typi
Page 189 and 190: Enforcement of Security in England
Page 191 and 192: Under Section 6 of the Law of Distr
Page 193 and 194: the same priority in respect of any
Page 195 and 196: The bankrupt’s estate is comprise
Page 197 and 198: incorporated overseas. As regards s
Page 199 and 200: Right of redemption. Under Section
Page 201 and 202: Floating Charge. Under Northern Iri
Page 203 and 204: shares. The right to the former is
Page 205 and 206: The effect of a declaration of dés
Page 207 and 208: IRISH TAXATION The following is a s
Page 209 and 210: There can be no assurance that the
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Page 213 and 214: y the purchaser in respect of the C
Page 215 and 216: A Note will be considered issued wi
Page 217 and 218: which will not be treated as intere
Page 219 and 220: included in income. Any gain from t
Page 221 and 222: PTCE 96-23, which exempts certain t
Page 223 and 224: SUBSCRIPTION AND SALE Credit Suisse
Page 225 and 226: TRANSFER RESTRICTIONS Because of th
Page 227 and 228: 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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