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

The Notes and interest thereon will not be obligations or responsibilities of any person other than the Issuer.
In particular, the Notes will not be obligations or responsibilities of, or be guaranteed by, the Loan Seller or the
Loan Arranger (outside of their respective obligations under the Loan Sale Agreement) or any associated body
of either of the Loan Seller or the Loan Arranger, or of or by the Managers, the Security Agent, the Servicer, the
Special Servicer, the Cash Manager, the Note Trustee, the Corporate Services Provider, the Paying Agents, the
Agent Bank, the Advance Provider, the Backup Advance Provider, the Registrar, the Swap Provider, the
Common Depository, the Operating Bank or the shareholders of the Issuer or any company in the same group of
companies as the Managers, the Loan Seller, the Loan Arranger, the Servicer, the Special Servicer, the Cash
Manager, the Note Trustee, the Security Agent, the Corporate Services Provider, the Paying Agents, the Agent
Bank, the Advance Provider, the Backup Advance Provider, the Registrar, the Swap Provider, the Common
Depository, the Operating Bank or the shareholders of the Issuer and none of such persons accepts any liability
whatsoever in respect of any failure by the Issuer to make payment of any amount due on the Notes.
Examiners, Preferred Creditors under Irish Law and Floating Charges: The Issuer has its registered office
in Ireland. As a result there is a rebuttable presumption that its centre of main interest is in Ireland and
consequently it is likely that any insolvency proceedings applicable to it would be governed by Irish law.
An examiner may be appointed to an Irish company in circumstances where it is unable, or likely to be
unable, to pay its debts. One of the effects of such an appointment is that during the period of appointment,
there is a prohibition on the taking of enforcement action by any creditors of the company.
In an insolvency of the Issuer, the claims of certain preferential creditors (including the Revenue
Commissioners of Ireland for certain unpaid taxes) will rank in priority to claims of unsecured creditors and
claims secured by floating charges. In addition, the claims of creditors holding fixed charges may rank behind
“super” preferential creditors (including expenses of any examiner appointed and certain capital gains tax
liabilities). As discussed in more detail below, holders of fixed charges over book debts may be required by the
Revenue Commissioners of Ireland to pay amounts received by the holder in settlement of the Issuer’s tax
liability.
In certain circumstances, a charge which purports to be taken as a fixed charge may take effect as a floating
charge. Under Irish law, for a charge to be characterised as a fixed charge, the charge holder is required to
exercise the requisite level of control over the assets purported to be charged and the proceeds of such assets
including any bank account into which such proceeds are paid. Where such requisite level of control cannot be
demonstrated, there is a risk that the relevant fixed charge could take effect as a floating charge. The claims of
creditors holding floating charges rank behind the claims of creditors holding fixed charges and certain
additional preferential creditors.
If the Issuer becomes subject to an insolvency proceeding and the Issuer has obligations to creditors that are
treated under Irish law as creditors that are senior relative to the Noteholders, the Noteholders may suffer losses
as a result of their subordinated status during such insolvency proceeding.
The holder of a fixed security over book debts (which would include the Libra Loan acquired by the Issuer)
or a company resident in Ireland for the purposes of Irish tax such as the Issuer may be required by notice from
the Revenue Commissioners of Ireland (the “Revenue Commissioners”) to pay to them sums equivalent to
those which the holder thereafter receives in payment of debts due to it by the relevant company. Where the
holder of the security has informed the Revenue Commissioners of the creation of the security within 21 days of
its creation, the holder’s liability is limited to the amount of certain outstanding Irish tax liabilities of the
company (including liabilities in respect of value added tax) arising after the issue to the holder of a notice from
the Revenue Commissioners. The Revenue Commissioners may also attach any debt due to a company resident
in Ireland for the purposes of Irish tax by another person in order to discharge any liabilities of the company in
respect of outstanding tax whether the liabilities are due on its own account or as an agent or trustee. The scope
of this right of the Revenue Commissioners has not yet been considered by the Irish courts but it may override
the rights of holders of security (whether fixed or floating) over the debt in question. In relation to the disposal
of assets of a company resident in Ireland for the purposes of Irish tax which are subject to security, a person
entitled to the benefit of the security may be liable for tax in relation to any capital gains made by the company
on a disposal of those assets on exercise of the security. In certain circumstances, a charge which purports to
take effect as a fixed charge may take effect as a floating charge.
Prepayment Risk: The Credit Agreement permits the Borrower to prepay the whole or any part of the Libra
Whole Loan. The yield to maturity on the Notes will be highly sensitive to the rate and timing of principal
payments and collections (including by reason of a voluntary or involuntary prepayment, or a default and
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