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

“Book-Entry Interests”) will be limited to persons who have accounts with Euroclear and/or
Clearstream, Luxembourg or persons that hold interests through such participants. Book-Entry
Interests will be shown on, and transfers thereof will be effected only through, records maintained in
book-entry form by Euroclear and Clearstream, Luxembourg and their participants.
For so long as any Note is represented by a Global Note, transfers and exchanges of beneficial interest
in that Global Note, entries on the Register relating to that Global Note and entitlement to payments
under that Global Note will be effected subject to and in accordance with the Note Trust Deed, the
Agency Agreement, the terms of the Global Note and the rules and procedures from time to time of
Euroclear and Clearstream, Luxembourg.
2. Definitive Notes
(a) Issue of Definitive Notes
A Global Note will be exchanged for definitive Notes of the relevant class in registered form
(“Definitive Notes”) only on the later of the termination of the Note Distribution Compliance Period as
defined in Regulation S and 30 days after the occurrence of any of the following:
(i) both Euroclear and Clearstream, Luxembourg are closed for business for a continuous period of 14
days (other than by reason of holiday, statutory or otherwise) or announce an intention
permanently to cease business or do in fact do so and no alternative clearing system satisfactory to
the Note Trustee is available; or
(ii) the owner of a Book-Entry Interest requests such exchange in writing delivered through either
Euroclear or Clearstream, Luxembourg to the Issuer, following a Note Event of Default (as defined
in Condition 10(a) (Eligible Noteholders)); or
(iii) as a result of any amendment to, or change in, the laws or regulations of Ireland, the United
Kingdom or any other jurisdiction (or of any political subdivision thereof or of any authority
therein or thereof having the power to tax), or in the interpretation or administration by a revenue
authority or a court of such laws or regulations, which becomes effective on or after the Closing
Date, the Issuer or any Paying Agent is or will become required to make any deduction or
withholding from any payment in respect of the Notes which would not be required were the Notes
in definitive form and a certificate to such effect signed by two directors of the Issuer is delivered
to the Note Trustee.
If Definitive Notes are issued:
(i) the Book-Entry Interests representing the Regulation S Global Note of each class shall be
exchanged by the Issuer for Definitive Notes (“Regulation S Definitive Notes”) of that class; and
(ii) the Book-Entry Interests representing the Rule 144A Global Note of each class shall be exchanged
by the Issuer for Definitive Notes (“Rule 144A Definitive Notes”) of that class.
The aggregate principal amount of the Regulation S Definitive Notes and the Rule 144A Definitive
Notes of each class will be equal to the aggregate principal amount of the Regulation S Global Note or
Rule 144A Global Note, as the case may be, for the corresponding class, subject to and in accordance
with the Conditions, the Agency Agreement, the Note Trust Deed and the related Global Note.
(b) Title to and Transfer of Definitive Notes
Title to a Definitive Note will pass upon registration in the register which the Issuer will cause to be
kept by the Registrar at its specified office. Definitive Notes will be issued in the minimum
denomination of £50,000 and any integral multiple of £1,000 in excess thereof (with the exception of
the Class E Notes, which will be recorded in denominations of £50,000 and internal multiples of £1 in
excess thereof), provided that the minimum subscription therefor shall be no less than £100,000 (with
the exception of the Class X Notes and the Class V Notes for which the minimum subscription shall be
£50,000), and will be serially numbered. Definitive Notes may be transferred in whole or in part
(provided that any partial transfer relates to a Definitive Note in the original principal amount of
£50,000 and any integral multiple of £1,000 in excess thereof) upon surrender of the related Definitive
Note, at the specified office of the Registrar. In the case of a transfer of part only of a Definitive Note,
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