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

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Rent: The aggregate rent is £58,397,666. The initial rents include an index-linked element and will be adjusted (i) annually by multiplying 1.025 by the annual rent, excluding three properties providing staff accommodation, (ii) an open market review in 2020 on normal rent review terms and (iii) an open market rent review in 2035. Rent is payable without deductions or set-off monthly in advance on the first day of each month (the “Rent Payment Dates”) in every year of the term. Interest on Late Rent: Interest, calculated as base rate plus an additional percentage, is payable from time to time (or such other comparable rate as the landlord may reasonably and properly designate if the base rate ceases to be published) on the principal rents, if such rent is not paid on the Rent Payment Date (for the avoidance of doubt, there is no grace period). Rents Net of Additional Charges, Costs and Expenses: The Principal Tenant is responsible for the payment of all existing and future rates, duties, charges, assessments, impositions and other outgoings. Repairs: The Principal Tenant is to keep the Property in good and substantial repair throughout the term of the Principal Tenant Lease. The fixtures and fittings and equipment are to be kept in good and substantial working order and in such condition as being capable of immediately being let for a term of 25 years for the Approved Use. Alterations: The Principal Tenant may not make any alterations or additions without the landlord’s consent and substantial repairs require consent to a specification. All structural alterations are prohibited. Where alterations may be made these will be subject to the Principal Tenant’s entry into a licence for alterations in such form as the landlord may reasonably require. In relation to all works carried out at the Property by the Principal Tenant there are additional requirements concerning the manner of carrying out and standards to which such works must be completed and obtaining statutory consents and approvals. Reinstatement: All alterations or additions, if the landlord requires, are to be reinstated at the end (or sooner determination) of the term, in doing so well and substantially reinstating the Property. Tenant Right to Purchase: In relation to 49 Properties situated in England and Wales, 15 Properties situated in Scotland and four Properties situated in Northern Ireland, collectively representing 25.6 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the aggregate Cut-Off Date Allocated Loan Amount, if the landlord is required by law to charge VAT on the rent payable by the Principal Tenant, which the Principal Tenant is unable to recover, then in accordance with an agreed formula (being either the open market value of the Property or a multiplier of 16x the annual rent payable by the Principal Tenant, whichever is the higher) the Principal Tenant may purchase the interest of the landlord. Permitted Use: The permitted use under the Principal Tenant Lease is to use as a nursing home and must comply with the operational guidance on management of registered nursing homes. In addition, such use must be in line with the statutory requirements of the Care Standards Act 2000 or (in Scotland) the Regulation of Care (Scotland) Act 2001. The permitted business may only be operated with a valid registration certificate required under the Care Standards Act 2000 or (in Scotland) the Regulation of Care (Scotland) Act 2001. Assignment and Underletting: Transfer of part of the Property by the Principal Tenant is prohibited. Transfer of the whole Property is only permitted by the Principal Tenant to a respectable and responsible person already operating a registered nursing home, who may be required to provide a rent deposit and a surety if the prospective tenant cannot satisfy the requirements of being “substantial” (substantial being defined as satisfying an EBITDAR of at least twice the rent for the previous three years and having net assets on its balance sheet at the end of the latest fiscal quarter of at least £35,000,000). Underletting of the premises is not permitted. The Principal Tenant may mortgage or secure the whole (but not part) of the Principal Tenant Lease. The Principal Tenant may not hold the Property (or any part) on trust for any person. Operating Requirements: The Principal Tenant must provide the relevant landlord with four-weekly simplified trading accounts relating to its financial performance relating to matters such as the number of Registered Beds, occupancy, turnover, staff and other costs, repairs and maintenance. 98
Insurance: The landlord is to insure (but the Principal Tenant may do so at the cost of the landlord if the landlord does not) with an insurance company. Under the terms of the Principal Tenant Lease the landlord recovers the costs of insurance from the Principal Tenant. Following any damage to or destruction of the Property by an insured risk the landlord shall (subject to obtaining necessary consents) diligently and as soon as reasonably practicable reinstate and must apply the proceeds of any insurance covering reinstatement and rebuilding costs for those purposes. The landlord must make good any deficiency in the insurance proceeds from its own resources. Either the landlord or the Principal Tenant may after three years following destruction of the Property if the Property has not been reinstated (or sooner at the landlord’s option if it is impractical to reinstate), serve notice terminating the Principal Tenant Lease. The insurance proceeds will remain the absolute property of the landlord. Where the Principal Tenant is prevented from using the Property due to destruction by any of the insured risks, the annual rent shall be suspended for the period of three years or (whichever is the shorter) to the date of reinstatement. The Principal Tenant has in place a group policy statement applying to the risks arising from the application to it of the Asbestos Regulations 2002. Equipment: The landlord has a debenture over the Principal Tenant’s fixtures and fittings with the right to purchase them for a nominal £1 at the end of the term or if it is likely that an event of insolvency will occur in relation to the Principal Tenant. Forfeiture: The landlord may forfeit, or (in Scotland) irritate, the Principal Tenant Lease (subject (except in Scotland) to certain rights for relief which the Courts may grant the Principal Tenant) on: (a) giving not less than 21 days’ written notice to the Principal Tenant for non-payment of the principal rent (whether or not formally demanded); or (b) giving reasonable notice to the Principal Tenant that the Principal Tenant has failed to remedy a breach of covenant (except insolvency); or (c) an event of insolvency occurring in relation to the Principal Tenant. 99
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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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Tenant Operator Group (1) Southern
Page 47 and 48: contained in the Security Agreement
Page 49 and 50: (b) serving a notice of default (in
Page 51 and 52: • in connection with its acquisit
Page 53 and 54: Under the terms of the Credit Agree
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
Page 61 and 62: The enforcement of security in Scot
Page 63 and 64: The Notes and interest thereon will
Page 65 and 66: however, there is a conflict betwee
Page 67 and 68: profits or losses could arise in th
Page 69 and 70: including financing relationships,
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
Page 77 and 78: (v) projected net rental income pay
Page 79 and 80: (d) any right or remedy of a Financ
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 and 96: there will be nothing to prevent th
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Page 101 and 102: Properties by Country Country Numbe
Page 103 and 104: (l) Subject as set out in paragraph
Page 105 and 106: forfeited or irritated on bankruptc
Page 107 and 108: (C) any payment made by the Loan Ar
Page 109 and 110: Moneyline/Telerate Page 3937 or on
Page 111 and 112: (xv) fifteenth, to pay all principa
Page 113 and 114: DESCRIPTION OF THE NOTE TRUST DEED
Page 115 and 116: Each Swap Transaction and Basis Swa
Page 117 and 118: Credit Suisse Group 100% Credit Sui
Page 119 and 120: (f) except with respect to matters
Page 121 and 122: A “Subordinate Lender Control Val
Page 123 and 124: (h) any action to bring a Property
Page 125 and 126: “Assumed Scheduled Payment” mea
Page 127 and 128: (b) in the event the related Proper
Page 129 and 130: Rights of PIK Facility Lenders” a
Page 131 and 132: Provider or the Backup Advance Prov
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Page 137 and 138: CASH MANAGEMENT Cash Manager Pursua
Page 139 and 140: The Cash Manager will be permitted
Page 141 and 142: ESTIMATED AVERAGE LIVES OF THE NOTE
Page 143 and 144: available to an investor in such No
Page 145 and 146: Class D Payment Date Scenario 1 Sce
Page 147 and 148: 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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