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

TRANSFER RESTRICTIONS
Because of the following restrictions, purchasers are advised to consult legal counsel prior to making any
offer, resale, pledge or transfer of the Notes. For further descriptions of the transfer restrictions related to the
Notes, see “Description of the Notes—Transfer and Transfer Restrictions” and “U.S. ERISA Considerations”.
Each purchaser of an interest in the Notes will be deemed to have acknowledged, represented and agreed as
follows (terms used in this section that are defined in Rule 144A or Regulation S under the Securities Act are
used herein as defined therein).
(a) The purchaser is not an “Affiliate” (within the meaning of Rule 144 under the Securities Act) of the
Issuer or acting on the Issuer’s behalf and either (A)(i) is a qualified institutional buyer, (ii) is aware
that the sale of interests in the Notes to it is being made in reliance on Rule 144A and (iii) is acquiring
such interest in the Notes for its own account or for the account of a qualified institutional buyer, as the
case may be, or (B) is not a U.S. person and is acquiring the Notes outside the United States.
(b) Each purchaser described in subparagraph (A) of paragraph (a) above understands that the Notes have
not been and will not be registered under the Securities Act and that interests therein may be reoffered,
resold, pledged or otherwise transferred only (A)(i) to the Issuer, (ii) to a person whom the purchaser
reasonably believes is a qualified institutional buyer purchasing for its own account or the account of a
qualified institutional buyer in a transaction meeting the requirements of Rule 144A and to whom
notice is given that the resale, pledge or transfer is being made in reliance on Rule 144A, (iii) in an
offshore transaction in accordance with Regulation S (provided that, if such transfer is being effected
by a person who acquired the Notes in the initial offering outside the United States who is not a U.S.
person (an “initial foreign purchaser”), or any person who is not a U.S. person who has purchased
Notes from an initial foreign purchaser or from any person other than a qualified institutional buyer
pursuant to this paragraph (iii) prior to the date that is 40 days following the later of the commencement
of the offering and the closing date, the transferee shall not be a U.S. person and such transferee must
be acquiring the Notes in an offshore transaction) or (iv) pursuant to an exemption from registration
under the Securities Act provided by Rule 144 thereunder (if available) and (B) in accordance with all
applicable securities laws of any State of the United States.
(c) The Notes that represent interests sold to purchasers described in subparagraph (A) of paragraph (a)
above will bear a legend to the following effect:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES, AND MAY BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY (1)(A) TO THE ISSUER, (B) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN
ACCOUNT OR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (C) IN AN OFFSHORE TRANSACTION COMPLYING WITH REGULATION S
UNDER THE SECURITIES ACT OR (D) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
AND (2) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
(d) Each purchaser described in subparagraph (B) of paragraph (a) above understands that the Notes have
not been and will not be registered under the Securities Act and that any offers, sales or deliveries in
the United States or to U.S. persons of its interest in the Notes prior to the date that is 40 days after the
later of the commencement of the offering of the Notes and the original issue date of the Notes may
constitute a violation of United States law.
(e) The Notes that represent interests sold to purchasers described in subparagraph (B) of paragraph (a)
above will bear a legend to the following effect:
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE
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