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

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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 96
the Related Security has become enforceable, the Security Agent may immediately terminate the Management Agreements, without prejudice to any amounts due and payable to the Managing Agent under the Management Agreements prior to the date of termination. Property Information by Country/Region Allocated Loan Amount (1) Cut-Off Date Securitised Loan Principal Balance Percent of Initial Loan Balance (2) Number of Registered Beds (3) Average Annualised Base Rent per Registered Bed Country/Region Number of Properties Value Annualised Base Rent (4) England 224 £844,466,554 £459,701,076 72.1% 10,580 £964,321,000 £48,724,814 £4,605 Northwest England 44 £189,411,921 £103,109,902 16.2% 2,707 £216,295,000 £10,923,417 £4,035 Greater London 24 £130,149,927 £70,849,534 11.1% 1,078 £148,622,000 £7,552,792 £7,006 East Midlands 36 £118,201,726 £64,345,308 10.1% 1,520 £134,978,000 £6,780,504 £4,461 West Midlands 30 £115,055,296 £62,632,491 9.8% 1,494 £131,385,000 £6,669,089 £4,464 Northeast England 28 £94,662,613 £51,531,354 8.1% 1,403 £108,098,000 £5,413,311 £3,858 Yorkshire & 27 £87,557,093 £47,663,332 7.5% 1,272 £99,984,000 £5,076,336 £3,991 Humberside Southeast England 16 £39,663,580 £21,591,608 3.4% 353 £45,293,000 £2,241,630 £6,350 Southwest England 8 £39,514,710 £21,510,567 3.4% 434 £45,123,000 £2,302,301 £5,305 East Anglia 11 £30,249,687 £16,466,980 2.6% 319 £34,543,000 £1,765,435 £5,534 Scotland 42 £209,681,129 £114,143,823 17.9% 2,558 £239,441,000 £12,090,616 £4,727 Wales 22 £80,152,081 £43,632,276 6.8% 1,183 £91,528,000 £4,556,146 £3,851 Northern Ireland 9 £37,700,236 £20,522,825 3.2% 475 £43,051,000 £2,159,469 £4,546 Total / Average 297 £1,172,000,000 £638,000,000 100.0% 14,796 £1,338,341,000 £67,531,045 £4,564 (1) Allocated Loan Amount is based on that for the Libra Whole Loan. (2) Percentages may not total 100% due to rounding. (3) Based on the total number of rooms. (4) Annualised Base Rent includes aggregate turnover-based rent of £814,476 in respect of seven occupational leases. Description of the Occupational Leases for the Principal Tenant 86.7 per cent. of the Properties, based upon the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, are leased to the Principal Tenant. Each such Property is subject to a separate lease (each, a “Principal Tenant Lease”). However, all of the Principal Tenant Leases are on the same terms. The following is a summary of the principal terms and conditions of the Principal Tenant Leases. Tenant: The Principal Tenant of any Principal Tenant Lease, is Southern Cross Healthcare Group PLC or an Affiliate thereof. Each Principal Tenant Lease is granted by a Property Owner to the Principal Tenant. Financial Statement Principal Tenant: The information below relating to the Principal Tenant has been extracted from their most recently available audited consolidated financial statements: Southern Cross Healthcare Group PLC Extracts from Consolidated Financial Statements for period (1) As at 1 October 2006 £’000 (under UK GAAP) As at 2 October 2005 £’000 (under UK GAAP) Total Assets £374.7 £218.3 Total Liabilities (£226.7) (£221.7) 52 Week Period ended 2 April 2006 £’000 (under IFRS) 52 Week Period Ended 27 March 2005 £’000 (under IFRS) Group Turnover £474,842 £183,444 Profit/(Loss) on Ordinary Activities Before Taxation (£6,346) £3,355 (1) Southern Cross Healthcare Group PLC transitioned its reporting procedures to IFRS from UK GAAP on 10 January 2005; therefore, comparisons between 2006 and 2005 between assets and liabilities were only available based upon UK GAAP, while comparisons of turnover and profit/(loss) were only availably under IFRS. Guarantor: Each Principal Tenant Lease is guaranteed by Southern Cross Bidco Limited. Term: The Occupational Lease terms vary between 24 years and 34 years from the dates on which they were granted in 1995, 1996, 1997, 1998, 1999, 2000 or 2006. On the expiry of the original term, a further term expiring on 29 May 2041 (with a rent free period of two months at the commencement of the term of the new lease) has been agreed (subject, in the case of the Properties in Scotland, to either the relevant landlord or Tenant exercising an option to that effect). 97
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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
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Principal and interest on the Class
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interest determined by reference to
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The Class V Notes will be subject t
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Prospectus to be approved. Applicat
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(b) NAI Amounts have been allocated
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(xvii) seventeenth, to pay to the A
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1984, as amended. If your investmen
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The terms of the leases might affec
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Changes in Medical Practice: The me
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law fixed charges. The security ove
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Page 47 and 48: contained in the Security Agreement
Page 49 and 50: (b) serving a notice of default (in
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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
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Page 65 and 66: however, there is a conflict betwee
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Page 71 and 72: THE PARTIES Issuer Titan Europe 200
Page 73 and 74: THE LIBRA LOAN AND PROPERTIES Gener
Page 75 and 76: which (whether alone or in combinat
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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: there will be nothing to prevent th
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Page 103 and 104: (l) Subject as set out in paragraph
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Page 107 and 108: (C) any payment made by the Loan Ar
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Page 113 and 114: DESCRIPTION OF THE NOTE TRUST DEED
Page 115 and 116: Each Swap Transaction and Basis Swa
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Page 119 and 120: (f) except with respect to matters
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Page 123 and 124: (h) any action to bring a Property
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Page 127 and 128: (b) in the event the related Proper
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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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