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

Each Swap Transaction and Basis Swap Transaction may be terminated in accordance with certain
termination events and events of default (each, a “Swap Termination Event”), the most important of which are
more particularly described below.
An acceleration of the Libra Whole Loan as a result of a Loan Event of Default under the Credit Agreement
for the Libra Whole Loan may result in the Swap Agreements being terminated. In addition, the prepayment or
part prepayment of the Libra Loan will constitute an additional termination event.
The Swap Provider will be obliged to make payments under the Swap Agreements and the Basis Swap
Agreement without any withholding or deduction of taxes unless required by law. If any such withholding or
deduction is required by law, the Swap Provider will be required to pay such additional amount as is necessary
to ensure that the amount actually received by the Borrower will equal the full amount the Borrower would have
received had no such withholding or deduction been required or, if such withholding or deduction is a
withholding or deduction which will or would be or becomes the subject of any tax credit, allowance, set-off,
repayment or refund to the Swap Provider, to use all reasonable endeavours to reach agreement to mitigate the
incidence of tax on the Issuer and may transfer the swap to an affiliate to mitigate the same.
The Swap Agreement and the Basis Swap Agreement provide or will provide, however, that if due to action
taken by a relevant taxing authority or brought in a court of competent jurisdiction or any change in tax law the
Swap Provider will, or there is a substantial likelihood that it will, on the next payment date, be required to pay
additional amounts in respect of tax under the Swap Agreement and the Basis Swap Agreement or will, or there
is a substantial likelihood that it will, receive payment from the other party from which an amount is required to
be deducted or withheld for or on account of tax (a “Tax Event”), the Swap Provider will use its reasonable
efforts to transfer its rights and obligations to another of its offices, branches or affiliates or a suitably rated third
party to avoid the relevant Tax Event. If no such transfer can be effected, the Swap Agreement and the Basis
Swap Agreement and the Swap Transaction and Basis Swap Transaction may be terminated. The Swap
Agreement and the Basis Swap Agreement will contain certain other limited termination events and events of
default which will entitle either party to terminate.
As at the date hereof, Credit Suisse International has a rating assigned to its short-term, unsecured,
unsubordinated and unguaranteed debt obligations of “A-1+” by S&P, “F-1+” by Fitch and “P-1” by Moody’s
and to its long-term, unsecured, unsubordinated and unguaranteed debt obligations of “AA-” by S&P, “AA-” by
Fitch and “Aa3” by Moody’s. If (i) the Swap Provider’s short-term, unsecured, unsubordinated and
unguaranteed debt obligations cease to be rated at least “A-1” by S&P, “F-1” by Fitch and “Prime-1” by
Moody’s or (ii) the Swap Provider’s long-term, unsecured, unsubordinated and unguaranteed debt obligations
cease to be rated at least “A2” by Moody’s and “A+” by Fitch (the “Minimum Swap Provider Ratings” in
respect of the Swap Provider) the relevant Swap Provider will be required under the Swap Agreement at its cost
and within 30 Business Days, to either (a) post acceptable collateral, (b) transfer its rights and obligations to a
Swap Provider as agreed by the Note Trustee or agent (which may be based upon confirmation from the related
Rating Agency as to no Adverse Rating Event), or, with respect to S&P and Moody’s, with the Minimum Swap
Provider Ratings or (c) obtain an acceptable guarantee; provided, however, that if (i) the relevant Swap
Provider’s short-term obligations cease to be rated at least “F-2” by Fitch and “Prime-2” by Moody’s or (ii) the
relevant Swap Provider’s long-term obligations cease to be rated at least “BBB-” by S&P, “BBB+” by Fitch or
“A3” by Moody’s (a “Second Trigger Event”), the relevant Swap Provider must comply with (a) (within 30
business days) and also make reasonable efforts to comply with (b) or (c) above. If the Swap Provider does not
perform its obligations described above, this will constitute an additional termination event or, in the case of a
Second Trigger Event, an event of default.
Upon the occurrence of any termination of the Swap Transaction and Basis Swap Transaction (whether
because of a downgrade by S&P, Fitch or Moody’s, as applicable, of the ratings of the Swap Provider or
otherwise) the Servicer, or, if at the relevant time the Libra Whole Loan is a Specially Serviced Loan, the
Special Servicer is obliged pursuant to the Servicing Agreement to use efforts consistent with the Servicing
Standard to enter into, or procure the entry into of, a replacement hedge transaction on identical terms to the
Swap Transaction and Basis Swap Transaction, with another swap counterparty which has the relevant
Minimum Swap Provider Ratings, within 30 days, unless S&P provide a written confirmation (following
notification in writing of the relevant matter to all Rating Agencies) that no downgrade to the then current
ratings of the Notes would occur as a result of the failure to do so.
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