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

Pursuant to the Guarantee and Subordination Deed, the PIK Facility Loan is subordinated in priority of
payment to the Libra Whole Loan. Interest and principal on the PIK Facility Loan will be paid only after all
amounts due to the lenders under the Libra Whole Loan have been paid. The PIK Facility Loan will become
due when all amounts due under the Libra Whole Loan have been discharged.
Under the PIK Facility Intercreditor Deed, the PIK Facility Lender has the right to approve certain
modifications and waivers relating to the Libra Whole Loan, provided that no such right of approval can prevent
the Libra Whole Loan Lender from making any such modification or waiver in connection with a work-out of
such loan. In addition, the PIK Facility Lender will have the right to make certain cure payments and to acquire
the Libra Whole Loan for a specified amount. While a PIK Facility Lender is exercising or is capable of
exercising any of its cure rights in relation to the Libra Whole Loan, no enforcement action may be taken in
relation to the Libra Whole Loan and the Libra Whole Loan will not become specially serviced. See “The Libra
Loan and Properties—PIK Facility Intercreditor Deed” below for further details.
The lenders under the PIK Facility Loan will, after a specified period, have the ability to direct an
enforcement of the PIK Facility Loan.
For more detail in relation to all of the aforementioned, see “The Libra Loan and Properties—Intercreditor
Deeds”.
Limitations of Representations and Warranties Delivered by the Loan Arranger: Neither the Issuer nor the
Note Trustee has undertaken or will undertake any investigations, searches or other actions as to the Borrower’s
status, and each will rely instead solely on the warranties given by the Loan Arranger in respect of such matters
in the Loan Sale Agreement (see further “The Libra Loan and Properties—Loan Sale Agreement—
Representations and Warranties”). The sole remedy against the Loan Arranger available to each of the Issuer
and the Note Trustee in respect of any breach of warranty relating to the Libra Loan originated by the Original
Lender with the assistance of the Loan Arranger and the Related Security if the breach is material and is not
capable of remedy (or is capable of remedy and is not remedied within the specified time) shall be to require the
Loan Arranger to repurchase the Libra Loan together with any Related Security; provided that this shall not
limit any other remedies available to the Issuer and/or the Note Trustee if the Loan Arranger fails to repurchase
the Libra Loan and its Related Security when obliged to do so.
Non-Resident Borrower: The Borrower is incorporated in the Cayman Islands.
With respect to a Borrower incorporated abroad, there is the risk that (a) third party creditors may
commence insolvency proceedings against it in its jurisdiction of incorporation; and (b) an English court might
decline jurisdiction if the relevant Security Agent were to seek to commence insolvency proceedings in
England.
In relation to (b) of the above paragraph, certain Property Owners may be incorporated in jurisdictions other
than those in which the relevant Properties are located, or under whose laws the related security document has
been executed. With respect to these Property Owners, there is a risk that such multiple jurisdictions might
cause additional delays upon enforcement of any such security. If the “centre of main interests” of the
Borrower, for the purposes of Council Regulation (EC) No. 1346/2000 of 29 May 2000 (the “EC Insolvency
Regulation”) is in its jurisdiction of incorporation, the rules set out in the EC Insolvency Regulation will not
apply to the Borrower (as the EC Insolvency Regulation only applies where the centre of main interests of the
company is in the European Union). The location of the centre of main interests will be a question of fact, but
depends on where the company administers its interests on a permanent basis in a manner ascertainable by third
parties rather than merely on the location of assets. If the EC Insolvency Regulation does not apply, the English
court would apply its common law rules (outside the scope of such European legislation) for dealing with such
cross-border issues. The presence of assets in England is usually considered sufficient for the English court to
exercise its discretion in relation to accepting jurisdiction to commence insolvency proceedings but this would
depend on the facts at the time (including whether insolvency proceedings in the jurisdiction of incorporation
had been commenced). If the English court were to commence insolvency proceedings, the English court is
likely to consider its own proceedings as ancillary to any proceedings that have been commenced in the
jurisdiction of incorporation.
Insolvency Regimes Differ: A borrower which is incorporated or established in jurisdictions other than
England and Wales may be subject to insolvency regimes that differ from those of England and Wales or
Scotland. In cases where the Borrower is based in a foreign jurisdiction, enforcement of security may be
restricted by local insolvency law, including, for example, any statutory moratorium periods during which
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