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

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“Guarantee and Subordination Deed” means the guarantee and subordination deed dated 15 January <strong>2007</strong> 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; 76
(v) projected net rental income payable by a tenant that is more than one month in arrears on its rental payments will be ignored; (vi) projected net rental income will be reduced by the amounts (together with any related value added or similar taxes) of headlease rent, rates, service charges, insurance premia, maintenance and other outgoings with respect to a Property to the extent that any of those items are not fully funded directly or reimbursed by the tenants under the leases; and (vii) projected net rental income for any period will be reduced by the amount of any approved management fee for that period pursuant to the Credit Agreement. “Jersey Security Interest” means any security interest that is granted in accordance with the Security Interests (Jersey) Law 1983, as amended. “Legal Overview Commentary” means each legal overview commentary prepared in relation to real estate due diligence by solicitors in England and Wales, Scotland and Northern Ireland respectively and dated on or about 2 March 2006. “Legal Overview Report” means each legal overview report relating to the Initial Certificates of Title and issued on 24 February 2006 by solicitors in England and Wales, Scotland and Northern Ireland. “Lenders” means, collectively, the Issuer and the Subordinate Lenders and “Lender” means any lender, from time to time, under the Credit Agreement. “Libra Loan U/W ICR” and “Libra Loan U/W DSCR” mean, with respect to the Libra Loan, the U/W NOI divided by that portion of total interest or debt service payable on the Libra Loan; provided that debt service for any such calculation will include any scheduled amortisation (if any) and will not include any amortisation to occur by manner of excess cash flow or otherwise. For the purposes of this calculation, LIBOR is assumed to be 4.8130 per cent., which is equivalent to the fixed rate payable by the Borrower under the related Swap Transaction. “Libra Whole Loan” means the whole loan, originated by the Original Lender pursuant to the terms of the Credit Agreement with a Cut-Off Date Whole Loan Principal Balance of £1,172,000,000; such whole loan being tranched, pursuant to the Senior Intercreditor Deed, into seven separate tranches, being the Libra Loan, having a Cut-Off Date Securitised Loan Principal Balance of £638,000,000, the B0-1 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of £100,000,000, the B0-2 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of £198,838,700, the B1 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of £54,000,000, the B2 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of £66,000,000, the B3 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of £63,000,000 and the B4 Loan, having a Cut-Off Date Secured Subordinate Debt Principal Balance of £52,161,300. “Libra Whole Loan LTV” means, at any time, the Libra Whole Loan plus or minus the then applicable mid-market value of the Hedging Arrangements (as appropriate depending on whether the Hedging Arrangements were “out of the money” or “in the money” for the Borrower on the date of the relevant calculation of such mid-market value) expressed as a percentage of the value of the Properties (determined in accordance with the most recent valuation at that time). For these purposes the mid-market value of the Hedging Arrangements shall be determined by the Security Agent on each Interest Payment Date and the applicable midmarket value of the Hedging Arrangements for the purposes of any calculation of the Libra Whole Loan LTV at any time shall be the mid-market value as so determined on the then most recent Interest Payment Date. For the purposes of calculations in this Offering Circular the applicable mid-market value of the Hedging Arrangements at any time have not been incorporated. “Libra Whole Loan U/W ICR” and “Libra Whole Loan U/W DSCR” mean, with respect to the Libra Whole Loan, the U/W NOI divided by that portion of total interest or debt service payable on the Libra Whole Loan; provided that: (i) Interest Cover calculations in relation to the Libra Whole Loan may include amounts on deposit in the Cash Reserve Account to the extent required to maintain a minimum Interest Cover under the Libra Whole Loan of 1.05x (and resulting in a Libra Whole Loan U/W DSCR of 1.00x based on no principal repayment); and (ii) debt service for any such calculation will include any scheduled amortisation (if any) and will not include any amortisation to occur by manner of excess cash flow or otherwise. For the purposes of this 77
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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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(b) charges over accounts into whic
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Period (such amounts, collectively,
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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 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: which (whether alone or in combinat
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
Page 121 and 122: A “Subordinate Lender Control Val
Page 123 and 124: (h) any action to bring a Property
Page 125 and 126: “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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Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange

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