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

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elief of the Backup Advance Provider the information contained in that section of this Offering Circular (insofar as the same relates to it) is in accordance with the facts and does not omit anything likely to affect the import of such information. The Servicer accepts responsibility for the information contained in the section of this Offering Circular entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and belief of the Servicer, the information contained in that section of the Offering Circular (insofar as the same relates to it) is in accordance with the facts and does not omit anything likely to affect the import of such information. The Special Servicer accepts responsibility for the information contained in the section of this Offering Circular entitled “The Parties” insofar as the same relates to it. To the best of the knowledge and belief of the Special Servicer, the information contained in that section of the Offering Circular (insofar as the same relates to it) is in accordance with the facts and does not omit anything likely to affect the import of such information. No person is or has been authorised in connection with the issue and sale of the Notes to give any information or to make any representation not contained in this Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the Manager, the Loan Arranger, the Original Lender, the Loan Seller, the Servicer, the Special Servicer, the Note Trustee, the Cash Manager, the Corporate Services Provider, the Paying Agents, the Agent Bank, the Registrar, the Advance Provider, the Backup Advance Provider, the Swap Provider, the Operating Bank, the Issuer or the shareholders of the Issuer. Neither the delivery of this Offering Circular nor any sale or allotment made in connection with the offering of any of the Notes shall, under any circumstances, constitute a representation or create any implication that there has been no change in the information contained herein since the date hereof or that the information contained herein is correct as of any time subsequent to its date. The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer. In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Loan Arranger, the Original Lender, the Loan Seller, or any associated body of any of the aforementioned, or of or by the Manager, the Servicer, the Special Servicer, the Note Trustee, the Cash Manager, the Corporate Services Provider, the Paying Agents, the Agent Bank, the Registrar, the Advance Provider, the Backup Advance Provider, the Swap Provider or the Operating Bank or any of their respective affiliates or shareholders or the shareholders of the Issuer, and none of such persons accepts any liability whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes. Other than the approval by the Financial Regulator in Ireland of this Offering Circular as a prospectus in accordance with the requirements of the Prospectus Directive and implementing measures in Ireland, application having been made for the Notes to be admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market and the filing of this Offering Circular as a prospectus with the Companies Registration Office in Ireland, no action has been or will be taken to permit a public offering of the Notes or the distribution of this Offering Circular in any jurisdiction where action for that purpose is required. The distribution of this Offering Circular and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular (or any part hereof) comes are required by the Issuer and the Manager to inform themselves about, and to observe, any such restrictions. Neither this Offering Circular nor any part hereof constitutes an offer of, or an invitation by or on behalf of the Issuer or the Manager to subscribe for or purchase any of the Notes and neither this Offering Circular, nor any part hereof, may be used for or in connection with an offer to, or solicitation by, any person in any jurisdiction or in any circumstances in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. For a further description of certain restrictions on offers and sales of the Notes and distribution of this Offering Circular (or any part hereof) see “Subscription and Sale” below. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER NEW HAMPSHIRE REVISED STATUTES ANNOTATED, CHAPTER 421-B (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS 4
TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. NOTICE TO UNITED KINGDOM INVESTORS The Notes may not be offered or sold to persons in the United Kingdom except to persons who are authorised and regulated by the Financial Services Authority or to persons who have professional experience in matters of investment within the meaning of article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”). This Offering Circular and any other communication in connection with the offering and issuance of the Notes is intended for and directed at and may only be issued or passed on to a person authorised and regulated by the Financial Services Authority or to a person of a kind described in either Article 19 or Article 49(2) of the Order or a person to whom this Offering Circular or any other such communication may otherwise lawfully be issued or passed on (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. NOTICE TO U.S. INVESTORS Each purchaser of the Notes will be deemed to have made the representations, warranties and acknowledgements that are described in this Offering Circular under “Transfer Restrictions”. The Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby notified that the seller of any Note may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain further restrictions on resale or transfer of the Notes, see “Notice to Investors”, “Subscription and Sale” and “Transfer Restrictions”. NOTICE TO FRENCH INVESTORS The Notes have not been and will not be offered or sold to the public in France (appel public à l’épargne), and no offering or marketing materials relating to the Notes must be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in the Republic of France. The Notes may only be offered or sold in the Republic of France to qualified investors (investisseurs qualifies) and/or to a limited group of investors (cercle restreint d’investisseurs) as defined in and in accordance with articles L.411-1 and L.411-2 of the French Code monétaire et financier and Decree n°98-880 dated 1 October 1998. Prospective investors are informed that: (i) this Offering Circular has not been submitted for clearance to the French financial market authority (Autorité des Marchés Financiers); (ii) in compliance with the Decree n°98-880 dated 1 October 1998 any investors subscribing for the Notes should be acting for their own account; (iii) the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 of the French Code monétaire et financier. 5
Page 1 and 2: OFFERING CIRCULAR £638,100,000 Tit
Page 3: NOTICE TO INVESTORS The Notes of ea
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 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
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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...............
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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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