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

standard security over the relevant Property, a reasonable period within which to remedy the breach, during
which the operation of the irritancy will be suspended.
Under the Servicing Agreement, the Servicer will be required to keep records as to the payment of rents
under any such long leasehold. If the related tenant fails to pay such rent, the Servicer or Special Servicer, as
applicable, will have the ability to pay such rent on the behalf of such tenant and to be reimbursed by the Issuer
accordingly.
Terms of the Occupational Leases: The Occupational Leases can terminate earlier than anticipated if the
relevant tenant surrenders its lease (which may only be done with the consent of the relevant landlord) or
defaults in the performance of its obligations. As such, the relevant Property Owner will have to either seek to
renew such tenancies or find new occupational tenants for the vacated premises.
The Occupational Leases in relation to 49 Properties situated in England and Wales, 15 Properties situated
in Scotland and four Properties situated in Northern Ireland, collectively representing 25.6 per cent. of the Cut-
Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount
contain options granted by the relevant Obligor freeholder or long leaseholder to the Principal Tenant to
purchase the relevant Obligor’s interest in the Property. The options are exercisable if the relevant Obligor
freeholder or long leaseholder is required by law to charge VAT on the rent payable by the Principal Tenant and
the Principal Tenant is unable to recover such VAT. If so, the Principal Tenant may purchase the interest of the
relevant Obligor freeholder or long leaseholder in accordance with an agreed formula (being either the open
market value of the Property or a multiplier of 16x the annual rent payable by the Principal Tenant, whichever is
the higher).
If the options are exercised prior to the Maturity Date, then the relevant Obligor freeholder or long
leaseholder would be required to make prepayments of the Libra Whole Loan in accordance with the Credit
Agreement of 115 per cent. of the Allocated Loan Amount for the relevant Property (or, 110 per cent. of
Allocated Loan Amount, if the value of the Properties disposed of, when aggregated with the value of all
Properties which have been disposed of, does not exceed 15 per cent. of the value of all the Properties on 15
January 2007) (“Disposal ALA”). However, if on a disposal of a Property, the Disposal ALA which is to be
prepaid as calculated under the Credit Agreement and the PIK Facility Loan is less than 90 per cent. of the net
proceeds from that disposal, the Borrower is required to pay an amount equal to the difference between (i) the
Disposal ALA and amounts due under the PIK Facility Loan, and (ii) the net proceeds from such disposal,
which will be applied in prepayment on a pro rata basis of the Libra Whole Loan and the PIK Facility Loan.
See “The Libra Loan and Properties—Certain Terms of the Libra Whole Loan—Disposals of Properties”.
There can be no assurance that prior to the Maturity Date there will be no change to United Kingdom tax
law such that the relevant Obligor freeholder or long leaseholder becomes required to charge VAT on such rent,
nor that were VAT to become chargeable that the Principal Tenant would be able to recover such amounts of
VAT, and would therefore not exercise its option. Further, there can be no assurance that amounts received by
the relevant Obligor freeholder or long leaseholder would be sufficient to meet the prepayment obligations
under the Credit Agreement.
In relation to 241 Properties in England and Wales, representing 78.1 per cent. of the Cut-Off Date
Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount and four
Properties in Northern Ireland, representing 1.0 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount, an agreement is in place such that at the end of
the relevant current term, the relevant Occupational Lease will be extended to expire on 29 May 2041. In
relation to all 42 Properties in Scotland, representing 17.9 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, a variation of each
Occupational Lease has been entered into pursuant to which both the relevant landlord and the relevant Tenant
may by written notice require the other party to enter into a replacement occupational lease terminating on 29
May 2041 and otherwise on the same terms (other than rent) as the current Occupational Lease. The
aforementioned Properties comprise all of the 239 Properties which are occupied pursuant to Occupational
Leases entered into with the Principal Tenant, representing 86.7 per cent. of the Cut-Off Date Securitised Loan
Principal Balance based upon the aggregate Cut-Off Allocated Loan Amount. Of the 55 remaining Properties
occupied pursuant to Occupational Leases with other Tenants, 48 Occupational Leases also expire on 29 May
2041, representing 10.4 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Allocated Loan Amount, and seven Properties have Occupational Leases expiring between
2020 and 2022, representing 2.9 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon
the aggregate Cut-Off Allocated Loan Amount.
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