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

“Guarantee and Subordination Deed” means the guarantee and subordination deed dated 15 January
2007 between the Shareholder, the Borrower, each Guarantor, the agent under the PIK Facility Loan and the
Security Agent.
“Guarantor” means each guarantor under the Guarantee and Subordination Deed, each being a member of
the Borrower Group other than the Borrower, and as indicated in the Borrower Group Structure Chart below.
“Hedging Arrangement” means any interest hedging arrangement entered into by the Borrower in
connection with interest payable under the Credit Agreement and the forward-starting seven year swap entered
into by the Borrower on the date of the Credit Agreement to hedge the refinancing risk of the Libra Whole Loan
after the extended Loan Maturity Date.
“Increased Cost” means:
(a) an additional or increased cost;
(b) a reduction in the rate of return from a Facility or on the Facility’s overall capital; or
(c) a reduction of an amount due and payable under any Loan Document,
which is incurred or suffered by a Finance Party or any of its Affiliates but only to the extent attributable to
that Finance Party having entered into any Loan Document or funding or performing its obligations under any
Loan Document.
“Initial Certificates of Title” means 78 certificates of title in relation to 55 Properties located in England
and Wales, 18 Properties located in Scotland and 5 Properties located in Northern Ireland which were the
subject of the Legal Overview Reports.
“Initial Loan Balance” means the Cut-Off Date Securitised Loan Principal Balance of the Libra Loan.
“Interest Cover” means, at any time, and in relation to the Libra Whole Loan projected annual rental as a
percentage of projected annual finance costs at that time. For the purposes of this definition:
(a) “projected annual finance costs” means an estimate by the Security Agent, acting reasonably, of the
aggregate amount payable to the Finance Parties (excluding scheduled principal repayments) under the
Loan Documents during any year in respect of which the Security Agent has estimated projected
annual rental;
(b) “projected annual rental” means an estimate by the Security Agent, acting reasonably, as at any date,
of the passing net rental income that will be received by a member of the Borrower Group in
connection with the letting of any part of a Property during the year commencing on that date
aggregated with amounts on deposit in the Cash Reserve as at that date;
(c) in determining projected annual finance costs the Security Agent will take into account any amount
payable or receivable by the Borrower during the relevant year under any hedging arrangements; and
(d) in determining projected annual rental:
(i) a break clause under any lease will be deemed to be exercised at the earliest date available to the
relevant tenant;
(ii) net rental income will be ignored unless payable under an unconditional and binding lease in
respect of the healthcare properties;
(iii) turnover rents for the relevant period will be taken to be £814,476 unless the turnover rents for the
immediately preceding period of calculation of Interest Cover were less than £814,476, in which
case turnover rents will only be included to the extent of the actual turnover rents for such
immediately preceding period;
(iv) potential net rental income increases as a result of rent reviews will be ignored other than where
there are fixed rental increases under the relevant leases;
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