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

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themselves. Both before and after enforcement of the Issuer Security, the Class X Notes, with<br />

respect to payments of principal, are entitled to the benefit of additional security (which may not<br />

be used to pay principal or interest on any other Notes) and, therefore, the Class X Notes do not<br />

rank against any other Notes with respect to such principal amounts. Both before and after the<br />

service of a Note Enforcement Notice, the Class V Notes, with respect to payments of principal<br />

and interest, are also entitled to the benefit of additional security (which may not be used to pay<br />

principal or interest on any other Notes) and, therefore, the Class V Notes do not rank against any<br />

other Notes with respect to such principal and interest amounts.<br />

(iii) The Note Trust Deed contains provisions requiring the Note Trustee to have regard to the interests<br />

of the holders of Class A Notes, Class X Notes, Class B Notes, Class C Notes, Class D Notes,<br />

Class E Notes and Class V Notes equally as regards all powers, trusts, authorities, duties and<br />

discretions of the Note Trustee (except where expressly provided otherwise), provided that:<br />

(A) if, in the Note Trustee’s opinion, there is a conflict between the interests of:<br />

(1) the Class A Noteholders and the Class X Noteholders (for so long as the Class A Notes<br />

and Class X Notes are outstanding); and<br />

(2) the Class B Noteholders and/or the Class C Noteholders and/or the Class D Noteholders<br />

and/or the Class E Noteholders,<br />

then the Note Trustee shall have regard only to the interests of the Class A Noteholders and<br />

the Class X Noteholders (and in the event of a conflict arising between the Class A<br />

Noteholders and the Class X Noteholders then the Note Trustee shall have regard only to the<br />

interests of the Class A Noteholders);<br />

(B) if, in the Note Trustee’s opinion, there is a conflict between the interests of:<br />

(1) the Class B Noteholders (for so long as the Class B Notes are outstanding); and<br />

(2) the Class C Noteholders and/or the Class D Noteholders and/or the Class E Noteholders,<br />

then the Note Trustee shall, subject to (A) above, have regard only to the interests of the Class<br />

B Noteholders;<br />

(C) if, in the Note Trustee’s opinion, there is a conflict between the interests of:<br />

(1) the Class C Noteholders (for so long as the Class C Notes are outstanding); and<br />

(2) the Class D Noteholders and/or the Class E Noteholders,<br />

then the Note Trustee shall, subject to (A) and (B) above, have regard only to the interests of<br />

the Class C Noteholders;<br />

(D) if in the Note Trustee’s opinion, there is a conflict between the interests of:<br />

(1) the Class D Noteholders (for so long as there are any Class D Notes outstanding); and<br />

(2) the Class E Noteholders,<br />

then the Note Trustee shall, subject to (A), (B) and (C) above, have regard only to the interests<br />

of the Class D Noteholders; and<br />

(E) if in the Note Trustee’s opinion, there is a conflict between the interests of:<br />

(1) the Class V Noteholders (for so long as there are any Class V Notes outstanding); and<br />

(2) the Noteholders of any other class of Notes,<br />

then the Note Trustee shall have regard only to the interests of such other class or classes of<br />

Notes,<br />

158

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