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

(b) serving a notice of default (in the format prescribed by the 1970 Act) to demand repayment of the
amounts due, or to require a non-monetary breach to be remedied; the relevant Obligor has a month to
comply with such notice of default although (1) the notice of default can be appealed by the relevant
Obligor and (2) the one month period can be shortened by agreement; or
(c) applying for a Court decree under Section 24 of the 1970 Act.
In the event that default is established by one of the foregoing methods, the Security Agent may proceed to
sell the relevant Scottish Property and, in terms of the 1970 Act, must take all reasonable steps to ensure that the
price at which the relevant Scottish Property is sold is the best that can be reasonably obtained.
In addition, the Security Agent may enter into possession of the relevant Scottish Property, although a court
decree may be required to exercise all rights of the owner of the relevant property. If the creditor under a
standard security enters or is deemed to have entered into possession, certain liabilities can be inherited by that
creditor (for example, environmental liabilities, liability to implement a statutory notice or pay rates). There is
no statutory definition of “entering into possession” but it will not be constituted by the service of a calling up
notice or a notice of default or obtaining a court decree under Section 24 of the 1970 Act alone. It is thought
that the creditor (i.e. the Security Agent) must exercise some degree of management of the secured property,
although precisely how much is unclear.
The provisions of the Enterprise Act and Insolvency Act referred to in “—Enforcement; Receivers under
English Law” above apply equally in Scotland and the powers of any administrative receiver appointed in
relation to the assets of the Issuer as described therein will extend over any such assets situated in Scotland or
otherwise governed by Scots law.
Enforcement – Northern Ireland: A receiver appointed under the relevant Northern Ireland Legislation
(Conveyancing & Law of Property Act 1881) would have powers broadly similar to those of an English LPA
receiver. Similarly, the Enterprise Act 2002 applies in Northern Ireland. See “—Enforcement; Receivers Under
English Law” above.
Geographic Concentration; The Economy of the United Kingdom: All of the Properties are located in the
United Kingdom. Repayments under the Libra Loan and the market value of the Properties could be adversely
affected by conditions in the property markets where the Properties are located, acts of nature, including floods
(which may result in uninsured losses), and other factors which are beyond the control of the Borrower. In
addition, the performance of the Properties will be dependent upon the strength of the economies of the specific
areas in which the Properties are located.
Property Condition Assessment: The Engineering Report consisted of full inspections of a sample of 50
Properties representing 31.2 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount which were conducted by appropriately qualified engineers or
chartered surveyors to assess, inter alia, the structure, exterior walls, roofing, interior construction, mechanical
and electrical systems and general conditions of the site and buildings. In each instance, the Loan Arranger
determined that such items were being or would be addressed by the Borrower Group in a satisfactory manner
(see “The Libra Loan and Properties”). The Engineering Report states that certain of the Properties may require
capital or maintenance expenditure. Such recommended repairs were for items of general maintenance, such as
repairs and maintenance to the roofs and passenger lifts. The Loan Arranger believed that the cash flow on the
Properties would be sufficient to pay for such recommended maintenance and repairs which were the landlords’
responsibilities. All other costs which were not the responsibility of the relevant tenant in accordance with its
lease and which were recommended in the Engineering Report were provisioned for by means of an upfront
reserve in the Capital Expenditure Reserve Account of approximately £216,000.
The Engineering Report carried out with regard to the Properties was based on condition overview reports
relating to inspections of 50 sample properties. There can be no assurance that all property conditions and risks
have been completely or accurately identified in the condition overview reports or that there are no property
conditions or risks with respect to those Properties for which no inspection was carried out and so there may be
other property conditions and risks of which the Loan Arranger is unaware. Each of these matters could
adversely affect the value of the affected Property and its ability to attract tenants. There is no assurance that
any required capital or maintenance expenditure in relation to recommended maintenance and repairs that has
been identified will be carried out in relation to any Property.
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