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

Characterisation of the Notes” below and should consult their own tax advisers about the U.S. federal income
tax consequences of investing in the Notes.
Change of Law: The structure of the issue of the Notes and the ratings which are to be assigned to them are
based on English law and administrative practice in effect as at the date of this document. No assurance can be
given as to the impact of any possible change to English law or administrative practice after the date of this
document, nor can any assurance be given as to whether any such change could adversely affect the ability of
the Issuer to make payments under the Notes.
Emerging Requirements of the European Community: As part of the harmonisation of securities markets in
Europe, the European Commission has adopted a directive known as the Prospectus Directive (which was
required to be implemented by Member States by 1 July 2005) that regulates offers of securities to the public
and admissions within the trading within the E.U. (an “E.U. regulated market”). The European Commission
has also adopted Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004
(the “Transparency Directive”) (which must be implemented by Member States by the end of 2006) that,
among other things, imposes continuing financial reporting obligations on issuers that have certain types of
securities admitted to trading on an E.U. regulated market. In addition, Directive 2003/6/EC of the European
Parliament and of the Council of 28 January 2003 (the “Market Abuse Directive”) harmonises the rules on
insider trading and market manipulation in respect of securities admitted to trading on an E.U. regulated market
and requires issuers of such securities to disclose any non-public, price-sensitive information as soon as
possible, subject to certain limited exemptions. The listing of Notes on the Official List of the Irish Stock
Exchange and the admission of the Notes to trading on the regulated market of the Irish Stock Exchange would
subject the Issuer to regulation under these directives. The Trust Deed will not require the Issuer to maintain a
listing for Notes on an E.U. stock exchange if compliance with these directives (or other requirements adopted
by the European Commission or a relevant member State) is agreed by the Note Trustee to be unduly onerous.
Conflicts of Interest
General: The potential for various conflicts of interest exists with respect to the Borrower, the Loan
Arranger, the Issuer, and the offering of the Notes, including conflicts of interests among the Borrower, the
Loan Arranger, the Loan Seller, the Issuer, the Special Servicer, the Servicer, the Swap Provider and the
Manager.
Conflicts Between Loan Arranger and Issuer: Conflicts of interest between the Loan Arranger and
affiliates of the Loan Arranger that engage in the acquisition, development, operation, financing and disposition
of commercial property and the Issuer may arise because neither the Loan Arranger nor such affiliates will be
prohibited in any way from engaging in business activities similar to or in competition with those of the
Borrower. The Loan Arranger and affiliates of the Loan Arranger intend to continue to actively acquire,
develop, operate, finance and dispose of property-related assets in the ordinary course of their business. During
the course of their business activities the Loan Arranger and affiliates of the Loan Arranger may acquire, own or
sell properties or finance loans secured by properties which are in the same markets as the Properties. In such a
case, the interests of the Loan Arranger or such affiliates may differ from and compete with the interests of the
Issuer, and decisions made with respect to such assets may adversely affect the amount and timing of payments
with respect to the Notes. In addition, the Loan Arranger and its respective affiliates may have business, lending
or other relationships with, or equity investments in, obligors under loans or tenants and conflicts of interest
could arise between the interests of the Issuer and the interests of the Loan Arranger and such affiliates arising
from such business relationships.
Conflicts Between the Servicer or the Special Servicer and the Issuer: The Issuer has been advised by the
Servicer and the Special Servicer (each, a “Servicing Entity”) that each intends to continue to service existing
and new loans for third parties and its own portfolio, including loans similar to the Libra Whole Loan, in the
ordinary course of their businesses. These loans may be in the same markets or have common owners, obligors
and/or property managers as the Libra Loan and the Properties. Certain personnel of the applicable Servicing
Entity may, on behalf of such Servicing Entity, perform services with respect to the Libra Whole Loan at the
same time as they are performing services, on behalf of other persons or itself, with respect to other mortgage
loans in the same markets as the Properties securing the Libra Whole Loan. In such a case, the interests of such
Servicing Entity and its affiliates and their other clients may differ from and compete with the interests of the
Issuer and such activities may adversely affect the amount and timing of collections on the Libra Whole Loan.
In addition, affiliates of a Servicing Entity may actively engage in the financing of commercial property,
including commercial property that competes with the Properties, and may in the future have relationships,
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