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

held in two of the Properties, representing 0.9 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount, is part freehold and part leasehold. The
interest in seven of the Properties, representing 2.6 per cent. of the Cut-Off Date Securitised Loan Principal
Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, is long leasehold (each, a “Leasehold
Property”). The seven long leasehold and two part leasehold interests have been granted by freeholders which
are outside the Borrower’s group. Accordingly, all other leasehold interests of any member of the Borrower
Group (such as an Overriding Lease) have been granted by a Superior Landlord which is an Affiliate. The
remaining term on the Leasehold Properties to expiry exceeds 111 years in all cases (with the exception of the
Property at Priory Court which has a remaining term of approximately 89 years). All of the Properties are
leased for use as care home facilities or, in the case of the Properties at 48 Princess Drive, 7 The Potlands and
Willoughby Close, as staff accommodation.
Title Matters: As discussed above, title investigation was based on Overview Reports other than with
respect to those 88 Properties for which Certificates of Title were prepared. All of the Properties are held with
absolute title (or the Scots or Northern Irish equivalent), with minor exceptions. A number of the Properties
have been identified where title is subject to restrictive covenants or title conditions or other minor title defects.
Generally, these restrictive covenants or title conditions limit the use of the relevant Properties for purposes
other than as a care home and will therefore impact on future development of the Property and the ability to
subject the relevant Property to alterations. Restrictive covenant indemnity insurance policies are in place to
cover the risks relating to certain of the Properties, save where the risk was considered to be immaterial or
unascertainable due to the nature of the title defect. In all cases where there is a breach or potential breach of a
restrictive covenant the Borrower is not aware of any complaints or claims having been made in relation to
breach of any such covenants. All consents necessary for the sale of the Properties to the relevant Property
Owner, or the grant of each Occupational Lease and the creation of the Related Security were obtained. The
Long Leasehold Properties (representing 2.6 per cent. of the Cut-Off Date Securitised Loan Principal Balance
based upon the aggregate Cut-Off Date Allocated Loan Amount) in certain instances contain restrictions on the
assignment, underletting and/or charging of the Leasehold Properties which are imposed by parties outside the
Borrower Group.
Overriding Leases: Overriding Leases have been granted to the Property Owners in respect of 241 of the
Properties (representing 79.8 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount) as shown in the table below. The Property Owner by whom
the Overriding Lease was granted is a member of the Borrower Group.
England and Wales Scotland Northern Ireland Total
Propco 6 93 9 - 102
Propco 7 62 21 - 83
Propco 8 19 1 - 20
Propco 9 30 5 - 35
Propco 14 - - 1 1
Total 204 36 1 241
Property Management: Propco 10 has been appointed as Managing Agent (the “Managing Agent”) of the
Properties pursuant to: (i) an Asset Administration Agreement (the “Management Agreement 1”) dated 10
April 1997, between, amongst others, Propco 14, Propco 12, Propco 11 and the Managing Agent; (ii) an Asset
Administration Agreement (the “Management Agreement 2”) dated 15 February 1999, between, among others,
Propco 5, Propco 6, Propco 1, Propco 8 and the Managing Agent, as amended and restated on 15 September
1999; and (iii) an Asset Administration Agreement (the “Management Agreement 3” and together with the
Management Agreement 2 and the Management Agreement 1, the “Management Agreements”) dated 16
November 1999, among others Propco 4, Propco 7, Propco 1, Propco 9 and the Managing Agent, as amended
and restated on 23 October 2000.
In its capacity as Managing Agent, Propco 10 has entered into a duty of care agreement, (the “Duty of Care
Agreement”), dated 15 January 2007 with the Borrower, the Security Agent and each Property Owner, other
than Propco 15. Pursuant to the Duty of Care Agreement the Managing Agent: (i) has agreed to ensure that
upon receipt all Rental Income is promptly paid into the Collection Account; (ii) has agreed to ensure that all
Rental Income is then paid into the Rent Account net of any amount due but without withholding, set-off or
counterclaim; (iii) has agreed not to suspend the performance of any of its obligations under the Management
Agreements unless it has given the Security Agent not less than 21 days’ prior written notice and a reasonable
opportunity to remedy the causes of the suspension or termination; and (iv) has agreed with the Borrower and
the Property Owners that if the Security Agent has given notice to the Borrower and the Managing Agent that
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