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

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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 210
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. 211
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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
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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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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
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: There can be no assurance that the
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
Page 229 and 230: APPENDIX 1 INDEX OF DEFINED TERMS
Page 231 and 232: Financial Regulator in Ireland ....
Page 233 and 234: Prospectus Directive...............
Page 235 and 236: APPENDIX 2 FORM OF STATEMENT TO NOT
Page 237 and 238: Titan Europe 2007-1 (NHP) Limited C
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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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