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

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Amount Outstanding; and (b) the Sequential Principal Distribution Amount, less the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior clauses, in accordance with the provisions of the Conditions and the Note Trust Deed; (vii) seventh, to pay that portion of the Class B Notes that represents any NAI Amounts previously allocated to such class; (viii) eighth, to pay all interest due or overdue and payable on the Class C Notes together with any interest thereon, in accordance with the provisions of the Conditions and the Note Trust Deed; (ix) ninth, to pay all principal due and payable on the Class C Notes in an amount up to the lesser of: (a) their Principal Amount Outstanding; and (b) the Sequential Principal Distribution Amount, less the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior clauses, in accordance with the provisions of the Conditions and the Note Trust Deed; (x) tenth, to pay that portion of the Class C Notes that represents any NAI Amounts previously allocated to such class; (xi) eleventh, to pay all interest due or overdue and payable on the Class D Notes together with any interest thereon, in accordance with the provisions of the Conditions and the Note Trust Deed; (xii) twelfth, to pay all principal due and payable on the Class D Notes in an amount up to the lesser of: (a) their Principal Amount Outstanding; and (b) the Sequential Principal Distribution Amount, less the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior clauses, in accordance with the provisions of the Conditions and the Note Trust Deed; (xiii) thirteenth, to pay that portion of the Class D Notes that represents any NAI Amounts previously allocated to such class; (xiv) fourteenth, to pay all interest due or overdue and payable on the Class E Notes together with any interest thereon, in accordance with the provisions of the Conditions and the Note Trust Deed; (xv) fifteenth, to pay all principal due and payable on the Class E Notes in an amount up to the lesser of: (a) their Principal Amount Outstanding and (b) the Sequential Principal Distribution Amount, less the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior clauses, in accordance with the provisions of the Conditions and the Note Trust Deed; (xvi) sixteenth, to pay that portion of the Class E Notes that represents any NAI Amounts previously allocated to such class; 34
(xvii) seventeenth, to pay to the Advance Provider or, as the case may be, the Backup Advance Provider, any Subordinated Advance Amounts with respect to the Libra Loan; and (xviii) eighteenth, to pay any surplus to the Issuer and, if the directors of the Issuer so resolve, and the Issuer may lawfully do so, to pay dividends to shareholders in the Issuer. “Forward Swap Subordinated Amounts” means any termination amount due to the Swap Provider under the Swap Agreement to the extent relating to the Forward Swap. On any Payment Date, including post-enforcement, on which principal amounts are due and payable on the Class X Notes or the Class V Notes, the Cash Manager will instruct the Operating Bank to pay such amounts from the Class X Account and the Class V Account, respectively, in accordance with the Conditions, the Note Trust Deed and the Cash Management Agreement. On any Payment Date, including post-enforcement, on which interest is due and payable on the Class V Notes, such interest will be paid from the Class V Account in accordance with the Conditions, the Note Trust Deed and the Cash Management Agreement. To the extent that Available Funds on any Payment Date, after paying any interest then due and payable on the most senior class of Notes then outstanding (other than the Class V Notes), are insufficient to pay in full interest due on any outstanding class or classes of more junior-ranking Notes (other than the Class V Notes), the shortfall in the interest amount then due and payable will be paid, in accordance with the Sequential Priority of Payments, on one or more subsequent Payment Dates if Available Funds on such Payment Date or Payment Dates are sufficient to pay such amounts. B. Distribution of the Pro Rata Principal Prepayment Amount ............... On each Payment Date prior to a Sequential Prepayment Trigger in respect of which the Principal Prepayment Amount is greater than zero, the Cash Manager will allocate and distribute the Pro Rata Principal Prepayment Amount from Available Funds in the Collection Account pro rata to each class of Notes then outstanding (other than the Class X Notes and the Class V Notes) based upon the respective Principal Amount Outstanding of each such class of Notes and the aggregate Principal Amount Outstanding of the Notes (other than the Class X Notes and the Class V Notes) on such Payment Date, in each case after taking into account application of (i) the Principal Amortisation Amount and (ii) the Pre-Trigger Sequential Principal Prepayment Amount for such Payment Date in accordance with the Sequential Priority of Payments. C. Expenses ............................................... Expenses with respect to the Libra Loan and the Notes are required to be calculated and paid by the Cash Manager prior to any distribution to the Noteholders in the manner and priority set forth under “The Structure of the Accounts—The Issuer’s Accounts” below. Security for the Notes................................ The obligations of the Issuer to Secured Parties will be secured, inter alia, by and pursuant to a deed of charge and assignment (the “Deed of Charge and Assignment”) governed by English law or, 35
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 and 18: • relate to a particular Payment
Page 19 and 20: (b) charges over accounts into whic
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: (b) NAI Amounts have been allocated
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
Page 69 and 70: including financing relationships,
Page 71 and 72: THE PARTIES Issuer Titan Europe 200
Page 73 and 74: THE LIBRA LOAN AND PROPERTIES Gener
Page 75 and 76: which (whether alone or in combinat
Page 77 and 78: (v) projected net rental income pay
Page 79 and 80: (d) any right or remedy of a Financ
Page 81 and 82: Care Standards Act 2000 (for Proper
Page 83 and 84: 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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Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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