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

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(d) any right or remedy of a Finance Party in respect of a Loan Document.<br />

“Mortgage” means a security interest in land created by a written instrument securing the payment of a<br />

debt owed by the Borrower to the Security Agent, granting the Security Agent first ranking legal mortgage or (in<br />

Scotland) standard security or other preferential right over the relevant property and the related liquidation<br />

proceeds upon enforcement.<br />

“Mortgage of Shares” means any mortgage, or pledge of, or security interest in, shares in the capital of the<br />

Obligors securing the obligations of the Obligors in respect of the Libra Whole Loan.<br />

“Net Value” means with respect to a Property or Properties, the gross value minus purchase costs, as set<br />

forth in the Valuation Report.<br />

“Obligor” means the Borrower and each Guarantor.<br />

“Occupational Lease” means any lease or licence or other right of occupation or right to receive rent to<br />

which a Property may at any time be subject (but excluding any natural person’s right to occupy a Property<br />

arising under or as a result of a Care Contract or other right of occupation of a patient or resident of a care<br />

home).<br />

“Overriding Lease” means those leases granted by the relevant freeholder or long leaseholder member of<br />

the Borrower Group to each of (i) Propco 6 in respect of 93 Properties located in England and Wales and nine<br />

Properties located in Scotland, representing respectively, 32.6 per cent. and 4.0 per cent. of the Cut-Off Date<br />

Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount; (ii) Propco<br />

7 in respect of 62 Properties located in England and Wales and 21 Properties located in Scotland, representing<br />

respectively, 16.6 per cent. and 9.3 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon<br />

the aggregate Cut-Off Date Allocated Loan Amount; (iii) Propco 9 in respect of 30 Properties located in<br />

England and Wales and five Properties located in Scotland, representing respectively, 7.0 per cent. and 1.9 per<br />

cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated<br />

Loan Amount; (iv) Propco 8 in respect of 19 Properties located in England and one Property located in Scotland,<br />

representing respectively, 7.7 per cent. and 0.4 per cent. of the Cut-Off Date Securitised Loan Principal Balance<br />

based upon the aggregate Cut-Off Date Allocated Loan Amount; and (v) Propco 14 in respect of one Property<br />

located in Northern Ireland, representing 0.2 per cent. of the Cut-Off Date Securitised Loan Principal Balance<br />

based upon the aggregate Cut-Off Date Allocated Loan Amount.<br />

“Overview Report” means collectively the Legal Overview Commentaries and the Legal Overview<br />

Reports.<br />

“PIK Facility Borrower” means the Shareholder.<br />

“PIK Facility Finance Documents” means the finance documents as defined in the PIK Facility Loan<br />

Agreement.<br />

“PIK Facility Finance Parties” means the Finance Parties as defined in the PIK Facility Loan Agreement.<br />

“PIK Facility Lender” means the holder of the PIK Facility Loan.<br />

“PIK Facility Loan” means the principal amount of the borrowing under the PIK Facility Loan Agreement<br />

or the principal amount outstanding of that borrowing.<br />

“PIK Facility Loan Agreement” means the £70,000,000 term loan facility agreement dated on or about 15<br />

January <strong>2007</strong> between the PIK Facility Finance Parties and the Shareholder as Borrower.<br />

“Prepayment Charge” means, for the Libra Whole Loan, a payment required to be made solely as a<br />

condition to the making of a prepayment, such as a prepayment premium or spread maintenance or yield<br />

maintenance but excluding any Break Costs and provided that such payment shall only be deemed to be a<br />

Prepayment Charge to the extent it exceeds amounts due, at the time the payment is made, in respect of principal<br />

or interest under the Libra Whole Loan.<br />

“Principal Tenant” means Affiliates of Southern Cross Healthcare Group PLC and its Subsidiaries.<br />

79

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