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

(a) only addresses the effect of any relevant event, matter or circumstance on the current ratings assigned
by the relevant Rating Agency to the Notes;
(b) does not address whether any relevant event, matter or circumstance is permitted by the Relevant
Documents; and
(c) does not address whether any relevant event, matter or circumstance is in the best interests of, or
prejudicial to, some or all of the Noteholders or other secured creditors.
No assurance can be given that any such reconfirmation will not be given in circumstances where the
relevant proposed matter would materially adversely affect the interests of Noteholders of a particular class.
The Rating Agencies, in assigning credit ratings, do not comment upon the interests of the holders of
securities (such as the Notes).
Absence of Secondary Market; Limited Liquidity: Application has been made to the Irish Financial Services
Regulations Authority, as competent authority under the Prospectus Directive, for the Prospectus to be
approved. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official
List and to trading on its regulated market. There can be no assurance, however, that listing on the Irish Stock
Exchange will be granted. Assuming it is, there can be no assurance that a secondary market in the Notes will
develop or, if it does develop, that it will provide Noteholders with liquidity of investment, or that it will
continue for the life of the Notes. Consequently, any purchaser of the Notes must be prepared to hold such
Notes for an indefinite period of time or until final redemption or maturity of such Notes. Lack of liquidity
could result in a significant reduction in the market value of the Notes.
In addition, the market value of certain of the Notes may fluctuate with changes in prevailing rates of
interest and the performance of the Libra Loan. Consequently, any sale of Notes by Noteholders in any
secondary market which may develop may be at a discount to the original purchase price of those Notes.
Related Parties May Purchase Notes: Related parties, including the Servicer, the Special Servicer or
affiliates of the Borrower may purchase all or part of one or more classes of Notes. A purchase by the Servicer
or the Special Servicer, as the case may be, could cause a conflict between such entity’s duties pursuant to the
Servicing Agreement and its interest as a holder of a Note, especially to the extent that certain actions or events
have a disproportionate effect on one or more classes of Notes. The Servicing Agreement provides that the
Libra Loan is required to be administered in accordance with the Servicing Standard without regard to
ownership of any Note by the Servicer, the Special Servicer or any affiliate thereof.
Workout Fees and Liquidation Fees: In the event a Specially Serviced Loan becomes a Corrected Loan and
certain other conditions are met, as described under “Servicing—Servicing Fee, Special Servicing Fee,
Liquidation Fee and Workout Fee”, the Special Servicer will be entitled to a Workout Fee equal to 0.4000 per
cent. with respect to the Libra Whole Loan (plus VAT, if applicable) of each payment of principal and interest
(plus VAT, if applicable) for so long as the Libra Whole Loan remains a Corrected Loan. In addition, upon the
sale of any Property following enforcement of the related Specially Serviced Loan, the Special Servicer will be
entitled to receive a Liquidation Fee equal to 0.4000 per cent. in respect of the Libra Whole Loan (plus VAT, if
applicable) of the Liquidation Proceeds (plus VAT, if applicable). Because Workout Fees and Liquidation Fees
are not recoverable from the Borrower under the Credit Agreement, payment of any such fees may reduce
amounts payable to the Noteholders to the extent that they are not off-set by default interest payable on the Libra
Loan.
Risks Relating to the Introduction of International Financial Reporting Standards: The Irish tax position of
the Issuer depends to a significant extent on the accounting treatments applicable to it. The accounts of the
Issuer are required to comply with International Financial Reporting Standards (“IFRS”) or with generally
accepted accounting principles in Ireland (“Irish GAAP”) which has been substantially aligned with IFRS.
Companies such as the Issuer might, under either IFRS or Irish GAAP, be forced to recognise in their accounts
movements in the fair value of assets that could result in profits or losses for accounting purposes which bear
little relationship to the company’s actual cash position. These movements in value would generally have been
brought in to charge to tax (if not specifically relieved) as a company’s tax liability on such assets broadly
follows the accounting treatment. However, the taxable profits of a qualifying company within the meaning of
Section 110 of the Taxes Consolidation Act 1997 of Ireland, as amended (and it is expected that the Issuer will
be such a qualifying company), are based on Irish GAAP as it existed at 31 December 2004. It is possible to
elect out of this treatment but such an election, if made, is irrevocable. If such an election is made, then taxable
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