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

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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 <strong>Irish</strong> 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
Page 1 and 2: OFFERING CIRCULAR £638,100,000 Tit
Page 3 and 4: NOTICE TO INVESTORS The Notes of ea
Page 5 and 6: TRUE, COMPLETE AND NOT MISLEADING.
Page 7 and 8: (a) to legal entities which are aut
Page 9 and 10: all materials of any kind (includin
Page 11 and 12: EXECUTIVE SUMMARY This Executive Su
Page 13 and 14: STRUCTURE CHART The diagram below i
Page 15 and 16: Special Servicer ..................
Page 17: • relate to a particular Payment
Page 21 and 22: Period (such amounts, collectively,
Page 23 and 24: espect of the timing or manner of e
Page 25 and 26: Principal and interest on the Class
Page 27 and 28: interest determined by reference to
Page 29 and 30: The Class V Notes will be subject t
Page 31 and 32: Prospectus to be approved. Applicat
Page 33 and 34: (b) NAI Amounts have been allocated
Page 35 and 36: (xvii) seventeenth, to pay to the A
Page 37 and 38: 1984, as amended. If your investmen
Page 39 and 40: The terms of the leases might affec
Page 41 and 42: Changes in Medical Practice: The me
Page 43 and 44: law fixed charges. The security ove
Page 45 and 46: Tenant Operator Group (1) Southern
Page 47 and 48: contained in the Security Agreement
Page 49 and 50: (b) serving a notice of default (in
Page 51 and 52: • in connection with its acquisit
Page 53 and 54: Under the terms of the Credit Agree
Page 55 and 56: Properties. However, there can be n
Page 57 and 58: until the premises are again render
Page 59 and 60: Pursuant to the Guarantee and Subor
Page 61 and 62: The enforcement of security in Scot
Page 63 and 64: The Notes and interest thereon will
Page 65 and 66: however, there is a conflict betwee
Page 67 and 68: 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
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(b) in the event the related Proper
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Rights of PIK Facility Lenders” a
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Provider or the Backup Advance Prov
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Servicing Fee, Special Servicing Fe
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purporting to give notice) provided
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CASH MANAGEMENT Cash Manager Pursua
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The Cash Manager will be permitted
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ESTIMATED AVERAGE LIVES OF THE NOTE
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available to an investor in such No
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Class D Payment Date Scenario 1 Sce
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Loan Capital £ Class A Commercial
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2. Notes to the financial informati
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Rule 144A Global Note directly thro
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applicable to Book-Entry Interests
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the time being of the Note Trustee,
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a new Definitive Note in respect of
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provided that paragraphs (A) to (E)
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4. Covenants Issuer will not (or th
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5. Interest the Special Servicer, a
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and (ii) the Class X Net Weighted A
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outstanding is redeemed in full pur
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cent. of the aggregate Principal Am
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Outstanding and Note Factor), and e
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elevant authorities for the amount
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other person as it may think fit to
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(e) The enforcement of the security
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Noteholders and/or the Class D Note
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senior class of Notes then outstand
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17. Privity of Contract The Notes d
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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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