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

(ii) any interest earned on amounts deposited in the Collection Account, the Class V Account and the
Class X Account or net income earned from Permitted Investments of such amounts in each case
during the Collection Period immediately preceding such Payment Date (in each case other than
amounts earned in respect of prepayments (including Break Costs) or liquidation proceeds
deposited into the Collection Account during such Collection Period).
Class X Account: The Issuer will deposit £50,000 on the Closing Date into the Class X Account, which
amount will be available to pay principal only on the Class X Notes as and when such principal becomes due in
accordance with the Conditions and the Note Trust Deed. On each Determination Date, the Cash Manager shall
transfer any interest earned on, or net income earned from Permitted Investments of, funds in the Class X
Account during the related Collection Period to the Class V Account.
An “Authorised Entity” is a bank or European Union credit institution (i) the short-term unsecured,
unguaranteed and unsubordinated debt obligations of which are rated at least “A-1+” by S&P and “P-1” by
Moody’s and “F1” by Fitch and (ii) the long-term unsecured, unguaranteed or unsubordinated debt obligations
of which are rated at least “AA-” by S&P and “A1” by Moody’s and “AA-” by Fitch, or, if at the relevant time
there is no such entity, any entity approved in writing by the Note Trustee and the Rating Agencies.
“Permitted Investments” means (a) sterling denominated government securities, or (b) sterling demand or
time deposits, certificates of deposit and short-term debt obligations (including commercial paper); provided
that in all cases such investments (i) will mature at least one business day prior to the next Payment Date; (ii) the
short-term unsecured, unguaranteed and unsubordinated debt obligations of the issuing or guaranteeing entity or
the entity with which the demand or time deposits are made (being a bank or licensed EU credit institution) are
rated at least “A1+” by S&P, “F1+” by Fitch and “A1” (long term) and “Prime-1” (short term) by Moody’s; (iii)
provide for principal to be repaid in respect of such investment which is at least equal to the price paid to
purchase such investment and does not fall to be determined by reference to any formula or index and is not
subject to any contingency; and (iv) qualifies as a Portfolio Interest Obligation or for some other exemption
from United States withholding tax if such Permitted Investment is issued by a United States Eligible Institution.
“Foreign Targeted” means a debt obligation that is described in Section 881(c)(2)(A) and Section
871(h)(2)(A) of the United States Internal Revenue Code of 1986, as amended, and the Treasury regulations
promulgated thereunder.
“Portfolio Interest Obligation” means any obligation that is treated as debt for U.S. federal income tax
purposes, and either: (a) (i) is either Registered or Foreign Targeted, (ii) does not provide for payment of
“contingent interest” within the meaning of Section 871 of the Internal Revenue Code and the Treasury
regulations promulgated thereunder, (iii) if the Issuer is a “controlled foreign corporation” within the meaning of
Section 957(a) of the Internal Revenue Code and the Treasury regulations promulgated thereunder, does not
have an obligor which is a “related person”, within the meaning of Section 864(d)(4) of the Internal Revenue
Code and the Treasury regulations promulgated thereunder, with respect of the Issuer, and (iv) does not have an
obligor of which the Issuer is a “10 per cent. shareholder”, within the meaning of Section 871(h)(3) of the
Internal Revenue Code and the Treasury regulations promulgated thereunder; or (b) the interest on which is
described in Section 871(i)(2) of the Internal Revenue Code and the Treasury regulations promulgated
thereunder.
“Registered” means a debt obligation that is described in Section 881(c)(2)(b) and Section 871(h)(2)(B) of
the United States Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated
thereunder.
“United States Eligible Institution” means any depository institution, organised under the laws of any
state of the United States, the short-term unsecured, unsubordinated and unguaranteed debt obligations of which
are rated, at least “P1” by Moody’s, “F1+” by Fitch and “A-1+” by S&P.
Issuer Share Capital Proceeds Account: The share capital proceeds of the Issuer will also be deposited in a
segregated account of the Issuer established at the Operating Bank for the sole purpose of holding such amounts,
payments representing the Issuer Margin and interest thereon (if any) (the “Issuer Share Capital Proceeds
Account”).
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