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

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CD-ROM DISCLAIMER The CD-ROM distributed contemporaneously with this Offering Circular contains the reports compiled for the purposes of ascertaining the Valuations in respect of the Properties (together, comprising the “Valuation Reports”). Prospective investors should be aware that the Valuation Report was prepared prior to the date of this Offering Circular. The firm that produced the Valuation Report has not been requested to update or revise any of the information contained in the Valuation Report nor to review, update or comment on the information contained in the summary provided in the enclosed CD-ROM, nor will they be requested to do so prior to the issue of the Notes. Accordingly, the information included in the Valuation Report may not reflect the current physical, economic, competitive, market and other conditions with respect to the Properties. The information contained in the CD-ROM does not appear elsewhere in paper form in this Offering Circular and must be considered together with all of the information contained elsewhere in this Offering Circular, including without limitation, the statements made in the section entitled “Risk Factors—Loan Related Risks—Limitations of Valuations” above. All of the information contained in the CD-ROM is subject to the same limitations, qualifications and restrictions contained in the other portions of this Offering Circular. Prospective investors are strongly urged to read this Offering Circular in its entirety prior to accessing the CD-ROM. The information contained in the CD-ROM does not form part of the information provided for the purposes of this Offering Circular. All information contained in the CD-ROM is confidential and must be treated as such by any person into whose possession it comes. 238
REGISTERED AND HEAD OFFICE OF THE ISSUER Titan Europe 2007-1 (NHP) Limited First Floor, 7 Exchange Place International Financial Services Centre Dublin 1 Ireland NOTE TRUSTEE ABN AMRO Trustees Limited 82 Bishopsgate London EC2N 4BN United Kingdom To the Manager as to English and United States Law: Cadwalader, Wickersham & Taft LLP 265 Strand London WC2R 1BH United Kingdom To the Manager as to Jersey Law: Mourant du Feu & Jeune 8 th Floor 68 King William Street London EC4N 7DZ United Kingdom SERVICER Capmark Services Ireland Limited Clonmore Mullingar Co. Westmeath Ireland Capmark Services UK Limited Norfolk House 31 St. James’s Square London SW1Y 4JJ United Kingdom AUDITORS TO THE ISSUER PricewaterhouseCoopers One Spencer Dock North Wall Quay Dublin 1 Ireland LEGAL ADVISERS To the Manager as to Irish Law: McCann FitzGerald St. Michael’s House 1 George Yard Lombard Street London EC3V 9DF United Kingdom To the Manager as to Cayman Islands Law: Conyers Dill & Pearman Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands SPECIAL SERVICER Capmark Services UK Limited Norfolk House 31 St. James’s Square London, SW1Y 4JJ United Kingdom To the Manager as to Scots Law: Tods Murray LLP Edinburgh Quay 133 Fountainbridge Edinburgh EH3 9AG To the Manager as to Northern Irish Law: Carson McDowell Murray House Murray Street Belfast BT1 6DN Northern Ireland To the Note Trustee as to English Law: Allen & Overy LLP One Bishops Square London E1 6AO United Kingdom To the Servicer and Special Servicer as to English Law: Katten Muchin Rosenman Cornish LLP 1-3 Frederick’s Place Old Jewry London EC2R 8AE United Kingdom PRINCIPAL PAYING AGENT, AGENT BANK AND REGISTRAR ABN AMRO Bank, N.V. (London Branch) 82 Bishopsgate London EC2N 4BN United Kingdom LISTING AGENT McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson’s Quay Dublin 2 Ireland IRISH PAYING AGENT NCB Stockbrokers Limited 3 George’s Dock International Financial Services Centre Dublin 1 Ireland 239
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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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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...............
Page 235 and 236: APPENDIX 2 FORM OF STATEMENT TO NOT
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Page 285: APPENDIX 4 THE BORROWER A. Informat
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Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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