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

however, there is a conflict between the interests of the holders of one class of Notes and the holders of another
class of Notes, the Note Trustee will only have regard to interests of the holders of the Notes which rank in
priority in the event of the security held by the Note Trustee being enforced.
Ratings of Notes: The ratings assigned to the Notes by the Rating Agencies are based on the Libra Loan
subject to any intercreditor agreements, the Related Security and the Properties and other relevant structural
features of the transaction, including, among other things, the short term unsecured, unguaranteed and
unsubordinated debt ratings of the Backup Advance Provider and the Swap Provider and reflect only the views
of the Rating Agencies. A rating does not represent any assessment of the yield to maturity that a Noteholder
may experience or the possibility that holders of the Notes may not recover their initial investments if
unscheduled receipts of principal result from a prepayment, a default and acceleration or from the receipt of
funds with respect to a compulsory purchase. The ratings address the timely payment of interest on each
Payment Date and the ultimate repayment of principal on the Maturity Date. There is no assurance that any
such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or
withdrawn entirely by any or all of the Rating Agencies as a result of changes in or unavailability of information
or if, in the judgment of the Rating Agencies, circumstances so warrant. A downgrade, withdrawal or
qualification of any of the ratings of the parties mentioned above may impact upon the ratings of the Notes.
Credit rating agencies other than the Rating Agencies could seek to rate the Notes and without having been
requested to do so by the Issuer if such “unsolicited ratings” are lower than the comparable ratings assigned to
the Notes by the Rating Agencies, those shadow ratings could have an adverse effect on the value of the Notes.
For the avoidance of doubt and unless the context otherwise requires, any references to “ratings” or “rating” in
this Offering Circular are to ratings assigned by the specified Rating Agencies only. Future events also,
including but not limited to events affecting the Advance Provider or the Backup Advance Provider and
circumstances relating to the Property and/or the property market generally, could have an adverse impact on the
rating of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time by the assigning Rating Agency. Furthermore, there can be no
assurance that the Rating Agencies will take the same view as each other, which may affect the Borrower’s
ability to adapt the structure of the transaction to changes in the market over the long term.
Rating Agencies’ Confirmation: Where it is necessary for the Note Trustee to determine, in its own opinion,
for the purposes of exercising any right, power, trust, authority, duty or discretion under or in relation to the
Notes, the Conditions or any of the Transaction Documents, whether or not such exercise will be materially
prejudicial to the interests of the Noteholders or any class of Noteholders, the Note Trustee shall be entitled, in
making such a determination, to take into account among any other things it may, in its absolute discretion,
consider necessary and/or appropriate, any confirmation by a Rating Agency (if available) that the then current
ratings of the Notes or, as the case may be, the Notes of such class will not be downgraded, withdrawn or
qualified, and that, where any original rating of the Notes or, as the case may be, the Notes of such class has
been and continues to be downgraded, restoration of such original rating would not be prevented, as a result of
such exercise. For the avoidance of doubt, such rating confirmation shall not be construed to mean that any
such exercise by the Note Trustee of any right, power, trust, authority, duty or discretion under or in relation to
the Notes, the Conditions or any of the Transaction Documents is not materially prejudicial to the interest of
holders of the Notes or, as the case may be, the Notes of the relevant class; and the non-receipt of such rating
confirmation shall not be construed to mean that any such exercise by the Note Trustee as aforesaid is materially
prejudicial to the interests of the holders of the Notes or, as the case may be, the Notes of the relevant class.
The ratings assigned by Moody’s address the expected loss in proportion to the initial principal amount of
each class of Notes posed to any Noteholder by the Maturity Date. The ratings by S&P and Fitch address: (a)
the timely payment of interest on each Payment Date and (b) the ultimate repayment of principal on a Payment
Date not later than the Maturity Date.
No assurance can be given that the Rating Agencies will provide any such confirmation or that, depending
on the timing of the delivery of the request and any information needed to be provided, it may be the case that
the Rating Agencies cannot provide their confirmation in the time available and in either case, the Rating
Agencies will not be responsible for the consequences thereof. However, if a confirmation is provided, it should
be noted that a Rating Agency’s decision to reconfirm a particular rating may be made on the basis of a variety
of factors. In particular, the Noteholders should be aware that the Rating Agencies owe no duties whatsoever to
any parties to the transaction (including the Noteholders) in providing any confirmation of ratings. No
assurance can be given that a requirement to seek ratings confirmation will not have a subsequent impact upon
the business of the Borrower. In addition, it should be noted that any confirmation of ratings:
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