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

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to the extent applicable, Scots law, Northern <strong>Irish</strong> law or Jersey law, which will be entered into on the Closing Date. The Issuer will grant, among other things, the following security under the Deed of Charge and Assignment (the “Issuer Security”) to the Note Trustee for itself and the other Secured Parties: (a) an assignment by way of first-ranking security of the Issuer’s rights under the Libra Loan (subject to the Subordinated Lenders’ rights therein) and the Loan Documents and an assignment by way of first-ranking security of the Issuer’s rights under certain agreements entered into in connection with the transactions described in this Offering Circular; (b) an assignment by way of first-ranking security of the Issuer’s beneficial interest in the Related Security; (c) a first-ranking charge over the Issuer’s interests in the Issuer Accounts (other than the Class X Account and the Class V Account) and certain other accounts of the Issuer, and in the funds from time to time standing to the credit of such accounts (other than Class V Amounts) and in the debts represented thereby; (d) a first-ranking charge in and to such Permitted Investments made by or on behalf of the Issuer using monies standing to the credit of the Issuer Accounts (other than the Class X Account or the Class V Account) and all monies, income and proceeds payable thereunder or accrued thereon (other than to the extent such amounts represent Class V Amounts) and the benefit of all covenants relating thereto and all rights and remedies for enforcing the same; and (e) a first-ranking floating charge governed by English law over the whole of the undertaking and assets of the Issuer (other than any such undertakings and assets as are situated in Jersey), present and future (other than such assets that are subject to the assignments by way of security and the fixed charges set out in paragraphs (a) to (d) above and the paragraph below, but extending over all of the undertaking and assets of the Issuer situated in Scotland or otherwise governed by Scots law or situated in Northern Ireland or otherwise governed by Northern <strong>Irish</strong> law, respectively). The Class X Notes and the Class V Notes will be additionally and respectively secured by way of a first-ranking charge over amounts standing to the credit of the Class X Account and the Class V Account and any Permitted Investments made using such amounts, respectively (except that interest accrued on such amounts and net income in respect of such Permitted Investments will secure only the Class V Notes) and, as regards the Class V Notes only, Class V Amounts standing to the credit of any Issuer Account, as described under “The Structure of the Accounts—The Issuer’s Accounts—The Class X Account”, and “—the Class V Account”. Such security will be granted to the Note Trustee in favour of itself and the Class X Noteholders and Class V Noteholders under the Deed of Charge and Assignment on the terms set forth in Condition 3(b) (Security and Priority of Payments). Legal Investment Considerations .............. The Notes will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 36
1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the Notes. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the Notes. 37
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 and 34: (b) NAI Amounts have been allocated
Page 35: (xvii) seventeenth, to pay to the A
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
Page 85 and 86: Borrower Group Structure Chart (1)
Page 87 and 88:
amount of: (i) £216,000 as an upfr
Page 89 and 90:
subject to matters disclosed in the
Page 91 and 92:
(b) first fixed charges over its in
Page 93 and 94:
Loan Name Principal Amount Libra Lo
Page 95 and 96:
there will be nothing to prevent th
Page 97 and 98:
the Related Security has become enf
Page 99 and 100:
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
Page 163 and 164:
5. Interest the Special Servicer, a
Page 165 and 166:
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
Page 179 and 180:
Noteholders and/or the Class D Note
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senior class of Notes then outstand
Page 183 and 184:
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
Page 189 and 190:
Enforcement of Security in England
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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
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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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