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

provided that paragraphs (A) to (E) above shall not apply in the case of any powers, trusts,
authorities, duties or discretions of the Note Trustee in relation to which it is expressly stated
that they may be exercised by the Note Trustee only if in its opinion the interests of each Class
would not be materially prejudiced thereby.
So long as any of the Notes remain outstanding, the Note Trustee is not required to have
regard to the interests of any other persons entitled to the benefit of the Issuer Security or, at
any time, any other person.
(iv) The Note Trust Deed contains provisions limiting the powers of (i) the Class B Noteholders,
among other things, to request or direct the Note Trustee to take any action or to pass an
Extraordinary Resolution which, in the opinion of the Note Trustee, may affect the interests of the
Class A Noteholders, (ii) the Class C Noteholders, among other things, to request or direct the
Note Trustee to take any action or pass an Extraordinary Resolution which, in the opinion of the
Note Trustee, may affect the interests of the Class A Noteholders or the Class B Noteholders, (iii)
the Class D Noteholders, among other things, to request or direct the Note Trustee to take any
action or pass an Extraordinary Resolution which, in the opinion of the Note Trustee, may affect
the interests of the Class A Noteholders, the Class B Noteholders or the Class C Noteholders, and
(iv) the Class E Noteholders, among other things, to request or direct the Note Trustee to take any
action or pass an Extraordinary Resolution which, in the opinion of the Note Trustee, may affect
the interests of the Class A Noteholders, the Class B Noteholders, the Class C Noteholders or the
Class D Noteholders, in each case, subject as provided in the Note Trust Deed. Except in certain
circumstances as set out in the Note Trust Deed, the Note Trust Deed contains no such limitation
on the powers of the Class A Noteholders, the exercise of which powers will be binding on the
Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E
Noteholders, irrespective of the effect thereof on their interests subject as provided below in
Condition 12(b) (Meetings of Noteholders, Modification and Waiver and Substitution). Except in
certain circumstances as set out in the Note Trust Deed, the exercise of their powers by the Class B
Noteholders will be binding on the Class C Noteholders, the Class D Noteholders and the Class E
Noteholders irrespective of the effect thereof on their interests subject as provided below in
Condition 12(c) (Meetings of Noteholders, Modification and Waiver and Substitution). Except in
certain circumstances as set out in the Note Trust Deed, the exercise of their powers by the Class C
Noteholders will be binding on the Class D Noteholders and the Class E Noteholders, irrespective
of the effect thereof on their interests subject as provided below in Condition 12(d) (Meetings of
Noteholders, Modification and Waiver and Substitution). Except in certain circumstances as set
out in the Note Trust Deed, the exercise of their powers by the Class D Noteholders will be
binding on the Class E Noteholders, irrespective of the effect thereof on their interests subject as
provided below in Condition 12(e) (Meetings of Noteholders, Modification and Waiver and
Substitution). Neither the Class X Noteholders nor the Class V Noteholders have any power to
pass Extraordinary Resolutions, and an Extraordinary Resolution passed by any other class of
Noteholders will, subject to Condition 12(j) (Meetings of Noteholders, Modification and Waiver
and Substitution), be binding on the Class X Noteholders and the Class V Noteholders, irrespective
of the effect thereof on their interests. For the purposes of these Conditions, an “Extraordinary
Resolution” means: (a) a resolution passed at a meeting of the relevant class of Noteholders duly
convened and held in accordance with the provisions of the Note Trust Deed by a majority
consisting of not less than three-quarters of the persons voting thereat upon a show of hands or, if a
poll be duly demanded, the votes given on such poll (or, if the Class E Notes is the Controlling
Class, holders of not less than 51 per cent. of the aggregate Principal Amount Outstanding of the
Class E Notes); or (b) a resolution in writing signed by or on behalf of not less than 90 per cent. of
the Noteholders of the relevant class, which resolution in writing may be contained in one
document or in several documents in like form each signed by or on behalf of one or more of the
Noteholders of the relevant class.
(b) Security and Priority of Payments
The security interests granted in respect of the Notes are set out in the Deed of Charge and Assignment.
Under the Deed of Charge and Assignment, the Issuer with full title guarantee has created, inter alia,
the following security (the “Issuer Security”) in favour of the Note Trustee to hold on trust for its
obligations to, inter alios, the Note Trustee, the Noteholders (other than the Class X Noteholders (as to
principal only) and the Class V Noteholders), the Cash Manager, the Loan Seller, the Corporate
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