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

TERMS AND CONDITIONS OF THE NOTES
The following are the terms and conditions of the Notes in the form (subject to amendment) in which they
will be set out in the Note Trust Deed.
The £435,850,000 Class A Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class A
Notes”), £50,000 Class X Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class X Notes”),
the £42,150,000 Class B Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class B Notes”),
the £42,000,000 Class C Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class C Notes”),
the £58,000,000 Class D Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class D Notes”),
the £60,000,000 Class E Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class E Notes”)
and the £50,000 Class V Commercial Mortgage Backed Floating Rate Notes due 2017 (the “Class V Notes”
and, together with the Class A Notes, the Class X Notes, the Class B Notes, the Class C Notes, the Class D
Notes and the Class E Notes, the “Notes” (as more fully defined below)) of Titan Europe 2007-1 (NHP)
Limited (the “Issuer”) are constituted by a note trust deed dated on or about 24 May 2007 (the “Closing Date”)
(the “Note Trust Deed”, which expression includes such note trust deed as from time to time modified in
accordance with the provisions therein contained and any deed or other document expressed to be supplemental
thereto as from time to time so modified) and made between the Issuer and ABN AMRO Trustees Limited (the
“Note Trustee”, which expression includes its successors or any further or other trustee under the Note Trust
Deed) as trustee for the Noteholders (as defined below).
The respective holders for the time being of the Class A Notes, the Class X Notes, the Class B Notes, the
Class C Notes, the Class D Notes, the Class E Notes, and the Class V Notes (each, a “Noteholder” and
collectively, the “Noteholders”) are referred to, from time to time, in these terms and conditions (the
“Conditions” and any reference to a “Condition” shall be construed accordingly), as the “Class A
Noteholders”, the “Class X Noteholders”, the “Class B Noteholders”, the “Class C Noteholders” , the “Class
D Noteholders” , the “Class E Noteholders”, and the “Class V Noteholders”, respectively.
Any reference to a “class” of Notes or Noteholders shall be a reference to any of the Class A Notes, the
Class X Notes, the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes or the Class V Notes
or their respective holders, as the case may be.
The security for the Notes is created pursuant to, and on terms set out in: (a) a deed of charge and
assignment and any document expressed to be supplemental thereto as from time to time so modified between,
inter alios, the Issuer and the Note Trustee dated on or about the Closing Date and governed by English law or,
to the extent applicable, Scots law, Northern Irish law or Jersey law (the “Deed of Charge and Assignment”,
which expression includes such deed of charge and assignment as from time to time modified, supplemented or
amended in accordance with the provisions therein contained), pursuant to which, among other things, the Issuer
will grant security over its interest in the Libra Loan. By an agency agreement dated on or about the Closing
Date (the “Agency Agreement”, which expression includes such agency agreement as from time to time
modified in accordance with the provisions therein contained and any agreement, deed or other document
expressed to be supplemental thereto as from time to time so modified) and made between, inter alios, the
Issuer, the Note Trustee, ABN AMRO Bank N.V. (London Branch), in its separate capacities under the same
agreement as principal paying agent (the “Principal Paying Agent”, which expression includes any other
principal paying agent appointed in respect of the Notes) and agent bank (the “Agent Bank”, which expression
includes any other agent bank appointed in respect of the Notes) (the Principal Paying Agent being, together
with the Irish Paying Agent and any further or other paying agents for the time being appointed in respect of the
Notes, the “Paying Agents”, and together with the Agent Bank, the “Agents”) and NCB Stockbrokers Limited
in its capacity as Irish paying agent (the “Irish Paying Agent”, which expression includes any other Irish
paying agent appointed in respect of the Notes), pursuant to which provision is made for, inter alia, the payment
of principal and interest in respect of the Notes.
The provisions of these terms and conditions (the “Conditions” and any reference to a “Condition” shall
be construed accordingly) include summaries of, and are subject to, the detailed provisions of the Note Trust
Deed, the Agency Agreement, the Deed of Charge and Assignment, the Cash Management Agreement, the
Corporate Services Agreement, the Servicing Agreement, the Loan Sale Agreement, the Senior Intercreditor
Deed (the “Transaction Documents”) and a master definitions schedule to the Servicing Agreement dated on
or about the Closing Date (the “Master Definitions Schedule”, which expression includes such master
definitions schedule as from time to time modified in accordance with the provisions therein contained and any
agreement, deed or other document expressed to be supplemental thereto as from time to time so modified).
Copies of the Transaction Documents are available for inspection by the Noteholders at the registered office for
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