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

Loan Name
Principal Amount
Libra Loan £638,000,000
B0-1 Loan £100,000,000
B0-2 Loan £198,838,700
B1 Loan £54,000,000
B2 Loan £66,000,000
B3 Loan £63,000,000
B4 Loan £52,161,300
Subordination: For these purposes “Subordination Event of Default” means the occurrence of an event of
default with respect to the Libra Whole Loan as a result of non-payment by the Borrower or the occurrence of
an insolvency event with respect to the Borrower or any other Obligor.
Provided that a Subordination Event of Default is not continuing pursuant to the Senior Intercreditor Deed,
interest will be paid on the Libra Loan prior to interest being paid on the related Subordinate Debt.
With respect to amortisation payments of the Libra Whole Loan, pursuant to the Senior Intercreditor Deed,
prior to the occurrence of a Subordination Event of Default such amounts will be paid after the payment of
interest to the Subordinate Debt and will be paid pro rata to the amounts of the Senior Debt and Subordinate
Debt outstanding. Amounts due to the Servicer and Special Servicer in respect of the Libra Whole Loan will be
paid or provided for prior to any amount being paid to the Issuer or the relevant Subordinate Lender.
Upon the occurrence of a Subordination Event of Default (taking into account any applicable grace period
under the Credit Agreement, but without taking into account whether the related cure period has expired), for so
long as a Subordinate Lender is not making any cure payments in the manner described under “—Cure Rights of
Subordinate Lenders” below, all amounts that would have been distributed to the relevant Subordinate Lender
prior to the occurrence of such Subordination Event of Default will instead be credited to a ledger (the “Grace
Period Ledger”) in an account to be opened by the Security Agent pursuant to the Senior Intercreditor Deed
(the “Libra Tranching Account”). If: (a) a Subordinate Lender makes a waiver (with respect to shortfalls or
such Subordinate Lender’s right to payment) and/or cure payment with respect to all payments due to a more
senior Lender; or (b) if the Borrower cures all defaults, in accordance with the terms of the Credit Agreement,
the amounts held in the Grace Period Ledger will be disbursed to that Subordinate Lender. If, however, no
Subordinate Lender makes a cure payment during the applicable cure period and the Borrower does not cure all
defaults, before the Due Date next following the Subordination Event of Default the amounts held in the Grace
Period Ledger will be disbursed pursuant to the post-default priority of payments set forth in the Senior
Intercreditor Deed on the next Due Date.
During the period beginning with a Subordination Event of Default relating to the Libra Whole Loan until
the end of any cure period during which the related Subordinate Lender is curing, or has the right to cure any
relevant Loan Event of Default (see “—Cure Rights of Subordinate Lender”), no payments will be made on the
Subordinate Debt until all amounts outstanding on the Libra Loan have been paid in full.
Enforcement Rights: Prior to the date on which the Libra Loan has been discharged pursuant to the Senior
Intercreditor Deed, no Subordinate Lender is permitted (without the prior written consent of any lender under
the Libra Whole Loan ranking more senior) to enforce its Subordinate Debt.
Cure Rights of Subordinate Lender: Pursuant to the terms of the Senior Intercreditor Deed, each
Subordinate Lender is permitted to cure a non-payment by the Borrower under the Libra Whole Loan within a
period of 28 days of notification of the non-payment, or any other Loan Event of Default (other than a nonpayment
by the Borrower) and which is remediable, unless (in the case of such other Loan Events of Default)
the Servicer or the Special Servicer, as applicable, determines that to allow such cures of defaults, other than
payment defaults would be inconsistent with the Servicing Standard. In order to cure such Borrower default, the
relevant Subordinate Lender may pay an amount equal to the relevant deficiency.
Pursuant to the terms of the Senior Intercreditor Deed, a Subordinate Lender’s right to cure a default as
described above is limited, with respect to the Libra Whole Loan, to: (i) 2 consecutive cures (or 3 consecutive
cures if the last cure relates only to the relevant Subordinate Tranche); or (ii) 4 cures in total during the life of
the senior tranche (or 6 in total, but only if 2 cures relate solely to the Subordinate Debt).
For as long as a Subordinate Lender is exercising a cure right: (i) payments received on the Libra Whole
Loan will be allocated as if no event of default had occurred; (ii) the related Libra Whole Loan will not be
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