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

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etween the interests of the Issuer and the interests of the Manager and such affiliates arising from such business relationships. The Issuer believes that the risks described above are the principal risks inherent in the transaction for Noteholders, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may occur for other reasons and the Issuer does not represent that the above statements regarding the risk of holding the Notes are exhaustive. Although the Issuer believes that the various structural elements described in this Offering Circular lessen some of these risks for Noteholders, there can be no assurance that these measures will be sufficient to ensure payment to Noteholders of interest, principal or any other amounts on or in connection with the Notes on a timely basis or at all. 70
THE PARTIES Issuer Titan Europe 2007-1 (NHP) Limited (the “Issuer”), a private company incorporated in Ireland with limited liability under registration number 437005, whose registered office is located at First Floor, 7 Exchange Place, International Financial Services Centre, Dublin 1, Ireland. Loan Seller Libra 2007 (NHP) Limited (the “Loan Seller”), a private company incorporated in Ireland with limited liability under registration number 434998, will sell the Libra Loan to the Issuer. Original Lender CS Funding 1 Limited (the “Original Lender”), a private company incorporated in Jersey under registration number 95607, whose registered office is 22 Grenville Street, St. Helier, JE4 8PX, Jersey. The Original Lender is the original lender of the Libra Whole Loan. Loan Arranger Credit Suisse (the “Loan Arranger”), a corporation incorporated under the laws of Switzerland operating by and through its London branch whose principal office is at One Cabot Square, London E14 4QJ, United Kingdom, will make the representations and warranties contained in the Loan Sale Agreement to the Issuer. Note Trustee ABN AMRO Trustees Limited (the “Note Trustee”), a private company incorporated in England and Wales with limited liability, will act as trustee for the holders of the Notes pursuant to a note trust deed (the “Note Trust Deed”) between the Note Trustee and the Issuer to be dated on or prior to the Closing Date. The Note Trustee’s registered office is located at 82 Bishopsgate, London EC2N 4BN, United Kingdom. Servicer Capmark Services Ireland Limited and Capmark Services UK Limited will act jointly (subject as otherwise mentioned in the section of this Offering Circular entitled “Servicing”) as the “Servicer”. Both entities are specialists in the loan servicing business. Capmark Services Ireland Limited is a limited liability company incorporated under the laws of Ireland with registered number 315348 and operates out of its registered office at Clonmore, Mullingar, Co. Westmeath, Ireland. Capmark Services UK Limited is a limited liability company organised under the laws of England and Wales with registered number 3376447 and operates out of its registered office at Norfolk House, 31 St. James’s Square, London SW1Y 4JJ, United Kingdom. As at the date hereof, Capmark Services Ireland Limited was rated “CPS1 Minus” by Fitch and “Strong- Outlook negative” by S&P. Special Servicer Capmark Services UK Limited is a specialist in the loan servicing business based in London. It is a limited liability company organised under the laws of England and Wales with registered number 3376447. It operates out of its registered office at Norfolk House, 31 St. James’s Square, London SW1Y 4JJ, United Kingdom. As at the date hereof, Capmark Services UK Limited was rated “CSS2” by Fitch and “Above Average” by S&P. Operating Bank ABN AMRO Bank N.V. (London Branch), a Dutch public limited liability company (naamloze vennootschap), acting through its London branch, whose principal office is located at 82 Bishopsgate, London EC2N 4BN, United Kingdom will act as operating bank pursuant to the Cash Management Agreement in relation to the Collection Account (the “Operating Bank”). 71
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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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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
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: including financing relationships,
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
Page 101 and 102: Properties by Country Country Numbe
Page 103 and 104: (l) Subject as set out in paragraph
Page 105 and 106: forfeited or irritated on bankruptc
Page 107 and 108: (C) any payment made by the Loan Ar
Page 109 and 110: Moneyline/Telerate Page 3937 or on
Page 111 and 112: (xv) fifteenth, to pay all principa
Page 113 and 114: DESCRIPTION OF THE NOTE TRUST DEED
Page 115 and 116: Each Swap Transaction and Basis Swa
Page 117 and 118: Credit Suisse Group 100% Credit Sui
Page 119 and 120: (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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