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

(f) absolute assignments, subject to provisos for re-assignment on redemption, of all of their respective
rights in respect of any contract or policy of insurance taken out by any one of them or on their
behalves or in which any has an interest;
(g) absolute assignments, subject to provisos for re-assignment on redemption, of all of their respective
rights in respect of the hedging arrangements to which any is a party;
(h) absolute assignments, subject to provisos for re-assignment on redemption, of all of their respective
rights in respect of each lease, all Rental Income, under any guarantee of Rental Income and under each
Relevant Contract;
(i) first fixed charges over, inter alia, goodwill, the benefit of any authorisation (statutory or otherwise)
held in connection with their respective use of any charged asset and its uncalled capital; and
(j) first floating charges over all respective assets not otherwise effectively mortgaged, charged or
assigned by way of fixed mortgage, charge or assignment under the Security Agreement to which any
is a party.
Cayman Island Security: Each Obligor holding a legal and beneficial interest in the shares of a company
incorporated under the laws of the Cayman Islands has charged by way of first fixed charge all of its interest in
the shares in such company to the Security Agent, acting for itself and as agent and trustee for the Secured
Creditors and has assigned all present and future benefits accruing in respect of the charged shares and all of its
rights, title and interest to and in such shares including (without limitation) all voting and other consensual
powers to such charged shares to the Security Agent acting in the aforementioned capacity.
Jersey Security: Each Obligor holding a legal and beneficial interest in the shares of a company
incorporated under the laws of the Island of Jersey has given possession of the certificates of title to the shares
in such company to the Security Agent, acting for itself and as agent and trustee for the Secured Creditors, with
the intent that the Security Agent shall have a first priority Jersey Security Interest in such shares.
Undertakings: Under each Security Agreement, each Obligor has undertaken:
(a) not to create or permit to subsist any other security interest on any property charged thereunder; and
(b) except as expressly allowed in the Credit Agreement or the relevant Loan Document, not to dispose of
any property charged thereunder.
Enforceability: The security under each Security Agreement other than those governed by Jersey law will
become immediately enforceable if an event of default in respect of which a notice has been served on the
Borrower occurs and is continuing. The Jersey Security Interests are expressed to become enforceable fourteen
days after the service on the Borrower of a notice specifying the Loan Event of Default if such Loan Event of
Default is not remedied within that period. The security confers upon the Security Agent a wide range of
powers in connection with the sale or disposal of the property charged and its management. The Security Agent
is granted powers of attorney on behalf of the chargors in connection with the enforcement of its security.
Senior Intercreditor Deed
General: The Libra Whole Loan comprises the senior tranche (the “Libra Loan” or the “Senior Debt”) of
a whole loan made to the Borrower, together with six related subordinate tranches, the “B0-1 Loan”, the “B0-2
Loan”, the “B1 Loan”, the “B2 Loan”, the “B3 Loan” and the “B4 Loan” (each of the aforementioned
tranches, other than the Libra Loan, a “B Loan” or a “Subordinate Tranche” and, collectively, the
“Subordinate Debt”), which will not be held by the Issuer, but will instead be held by the Loan Seller or a third
party (each of the latter, a “Subordinate Lender” and, collectively, the “Subordinate Lenders”).
An intercreditor deed (the “Senior Intercreditor Deed”) has been entered into in relation to the Libra
Whole Loan between the holder of the Senior Debt, as senior lender, the Security Agent, the Swap Provider and
the Subordinate Lenders.
The principal balances on the Senior Debt and the Subordinate Debt comprising the Libra Whole Loan are:
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