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

a new Definitive Note in respect of the balance not transferred will be issued to the transferor. All
transfers of Definitive Notes are subject to any restrictions on transfer set forth in such Definitive Notes
and the detailed regulations concerning transfers set out in the Agency Agreement and the Note Trust
Deed.
Each new Definitive Note to be issued upon the transfer of a Definitive Note will, within five Business
Days (as defined in Condition 5(b) (Payment Dates and Interest Accrual Periods)) of receipt of such
Definitive Note (duly endorsed for transfer) at the specified office of the Registrar, be available for
collection at the specified office of the Registrar or be posted at the risk of the holder entitled to such
new Definitive Note to such address as may be specified in the form of transfer.
Registration of a Definitive Note on transfer will be effected without charge by or on behalf of the
Issuer or the Registrar, but upon payment of (or the giving of such indemnity as the Registrar may
require in respect of) any tax or other government charges which may be imposed in relation to it and
only if the relevant Definitive Note is presented or surrendered for transfer and endorsed or
accompanied by a written instrument of transfer in form satisfactory to the Registrar duly executed by
the transferor Noteholder (or his attorney duly authorised in writing) and upon receipt of such
certificates and other documents as shall be necessary to evidence compliance with the restrictions on
transfer contained in the relevant Definitive Note, the Note Trust Deed and the Agency Agreement.
No transfer of a Definitive Note will be registered in the period beginning 15 Business Days before, or
ending on the fifth Business Day after, each Payment Date (as defined in Condition 5(b) (Payment
Dates and Interest Accrual Periods)).
For the purpose of these Conditions:
(a) the “holder” or “Noteholder” of a Note means (a) in respect of each Global Note, the registered holder
thereof, and (b) in respect of any Definitive Note issued under Condition 2(a) (Issue of Definitive
Notes) above, the person in whose name such Definitive Note is registered, subject as provided in
Condition 7(b) (Definitive Notes); and related expressions shall be construed accordingly; and
(b) references herein to “Notes” shall include the Global Notes and the Definitive Notes.
3. Status, Security and Priority
(a) Status and Relationship among the Notes
(i) The Notes constitute direct, secured and limited recourse obligations of the Issuer and are (other
than the Class V Notes and the Class X Notes (as to principal only)) secured by the Issuer Security
(as more particularly described in Condition 3(b) (Security and Priority of Payments) below). In
addition, the Class X Notes and the Class V Notes are secured by amounts in the Class X Account
and the Class V Account, respectively. The Notes of each class rank pari passu and without
preference or priority among the Notes of the same class. With respect to the Class X Notes, such
ranking will relate only to payments of interest and, with respect to the Class V Notes, such
ranking will relate only to payments of the Class V Amount.
(ii) Save as described in Condition 6 (Redemption and Cancellation), both before and after the service
of a Note Enforcement Notice, certain payments will be subordinated as follows: repayments of
principal and payments of interest on the Class E Notes will be subordinated to repayments of
principal and payments of interest on the Class A Notes, the Class X Notes (with respect to interest
only), the Class B Notes, the Class C Notes and the Class D Notes; repayments of principal and
payments of interest on the Class D Notes will be subordinated to repayments of principal and
payments of interest on the Class A Notes, the Class X Notes (with respect to interest only), the
Class B Notes and the Class C Notes; repayments of principal and payments of interest on the
Class C Notes will be subordinated to repayments of principal and payments of interest on the
Class A Notes, the Class X Notes (with respect to interest only) and the Class B Notes; repayments
of principal and payments of interest on the Class B Notes will be subordinated to repayments of
principal and payments of interest on the Class A Notes and the Class X Notes (with respect to
interest only); repayments of principal on the Class A Notes will be subordinated to payments of
interest on the Class A Notes and the Class X Notes; and payments of interest on the Class A
Notes and the Class X Notes will rank pari passu and without preference or priority amongst
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