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

The value of the Properties comprising the portfolio owned by Propco 11 and Propco 12 shall be
ignored for the purposes of the calculation under (a)(ii)(A) above if an Obligor has entered into an
Early CH1 Disposal and as a result of such disposal the Libra Whole Loan has been repaid in an
amount at least equal to 115 per cent. of the Allocated Loan Amount for the Properties comprising the
Portfolio owned by Propco 11 and Propco 12 and the PIK Facility Loan has been prepaid in an amount
at least equal to 115 per cent. of the Allocated Loan Amount under the PIK Facility Loan Agreement
for the Properties comprising the Portfolio owned by Propco 11 and Propco 12.
If on a disposal of a Property (directly or indirectly through the disposal of an Obligor) as set out above
under (a)(ii), the aggregate principal amount to be prepaid as calculated under (a)(ii) above and under
the PIK Facility Loan as a result of such disposal is less than 90 per cent. of the net proceeds from that
disposal, the Borrower must procure that an amount equal to the difference between the principal
amount required to be prepaid under (a)(ii) above and under the PIK Facility Loan and the net proceeds
from such disposal will be applied in prepayment on a pro rata basis of the Libra Whole Loan and the
PIK Facility Loan;
(b) the Security Agent is satisfied that immediately after the disposal of the Property in accordance with
paragraph (a) above the Interest Cover will be at least the greater of (i) 105 per cent. and (ii) the
Interest Cover immediately preceding such disposal; and
(c) that disposal is on arm’s length terms;
(d) no Loan Event of Default is outstanding at the time of the disposal of the Property or could reasonably
be expected to occur as a result of such disposal; and
(e) the Borrower has, prior to the making of such disposal, delivered to the Security Agent (if so requested)
evidence acceptable to the Security Agent to the effect either that the making of the disposal will not
result in the Borrower Group incurring any material tax liability (including without limitation liability
for capital gains tax or de-grouping charges) or, to the extent such a liability would be incurred, that
appropriate arrangements or reserves are being made by the Borrower Group to pay that liability in full
when due such that the making of the disposal could in no way impair the performance by the Obligors
of their obligations under the Credit Agreement or the payment of the Borrower Group’s operating
expenses when due.
Property Ownership: The number of Properties owned by each Property Owner is as set out above in the
definition of Property Owner.
Guarantee: Each of the companies in the Borrower Group (excluding the Borrower) is a Guarantor and has
guaranteed the Borrower’s obligations under the Loan Documents which will extend to the ultimate balance of
sums payable by any Obligor under the Loan Documents, regardless of any intermediate payment or discharge
in whole or in part.
The Guarantors have granted the following security for the Libra Whole Loan: Guarantor 1 has charged the
shares of “Guarantor 3”, a company incorporated in the Cayman Islands with limited liability, and Guarantor 3
has charged the shares in “Guarantor 5”, also a company incorporated in the Cayman Islands with limited
liability, pursuant to two share charge instruments each under Cayman Islands law. “Guarantor 12”, a
company incorporated with limited liability in Jersey, has charged the shares of “Guarantor 14”, also a
company incorporated with limited liability in Jersey, pursuant to a Jersey law security interest agreement. Each
Obligor of the Libra Whole Loan, in its capacity as a guarantor of the Libra Whole Loan, has charged, inter alia,
their respective interests in all of the Properties which are located in England and Wales, together with all Rental
Income derived therefrom pursuant to the Security Deed, governed by English law.
Every Property Owner in the Borrower Group is also a Guarantor.
Representations and Warranties: Each Obligor has represented and warranted under the Credit Agreement
on the date of the Credit Agreement (and these are deemed to be made by each Obligor on the first day of each
relevant interest accrual period) as to (a) formation, power and authority of each Obligor; (b) validity and
enforceability of the Loan Documents; (c) no conflict with applicable law; (d) no Loan Event of Default; (e) all
requisite authorisations have been obtained and all filings and registrations have been made; (f) all financial
statements have been prepared under new UK GAAP; (g) no material adverse change in financial status; (h)
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