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

(iv) Dividends or Distributions: pay any dividend or make any other distribution to its shareholders or
issue any further shares, except as provided in the Deed of Charge and Assignment, as applicable;
(v) Borrowings: incur or permit to subsist any indebtedness in respect of borrowed money whatsoever,
except in respect of the Notes, the Loan Sale Agreement or the Servicing Agreement or give any
guarantee or indemnity in respect of any indebtedness or of any obligation of any person;
(vi) Merger: consolidate or merge with any other person or convey or transfer all or substantially all of
its property or assets to any other person;
(vii) Variation: permit any of the Transaction Documents to become invalid or ineffective, or the
priority of the security interests created thereby, to be reduced, amended, terminated, postponed or
discharged, or consent to any variation of, or exercise any powers of consent or waiver pursuant to
the terms of, the Note Trust Deed, these Conditions, the Deed of Charge and Assignment or any of
the other Transaction Documents, or permit any party to any of the Transaction Documents or the
Issuer Security or any other person whose obligations form part of the Issuer Security to be
released from such obligations or dispose of all or any part of the Issuer Security;
(viii) Bank accounts: have an interest in any bank account other than the Collection Account, the Class
X Account, the Class V Account and the Issuer Share Capital Proceeds Account, unless such
account or interest therein is charged or security is otherwise provided to the Note Trustee on
terms acceptable to it;
(ix) Assets: own assets other than those representing its share capital, the funds arising from the issue
of the Notes, the property, rights and assets secured by the Issuer Security (other than the Issuer
Share Capital Proceeds Account and the amounts standing to the credit of the Issuer therein in
accordance with the Transaction Documents) and associated and ancillary rights and interests
thereto, the benefit of the Loan Documents, the benefit of the Transaction Documents and any
investments and other rights or interests created or acquired thereunder, as all of the same may
vary from time to time;
(x) VAT: apply to become part of any group for the purpose of Section 8 of the Value Added Tax Act
1972 of Ireland, as amended with any other company or group of companies, or any such act,
regulation, order, statutory instrument or directive which may from time to time re-enact, replace,
amend, vary, codify, consolidate or repeal the Value Added Tax Act 1972 of Ireland, as amended;
(xi) Business Establishment: not have any other business establishment or other fixed establishment
other than in Ireland; and
(xii) Taxation: prejudice its status as a qualifying company within the meaning of Section 110 of the
Taxes Consolidation Act 1997 of Ireland, as amended, or if its cashflows would thereby be
affected adversely make an election pursuant to subsection (6)(b) of that section.
In addition, the Issuer shall conduct its business and affairs such that, at all times, its centre of main
interests for the purposes of the EU Insolvency Regulation (EC) No. 1346/2000 of 29 May 2000 shall
be and remain in Ireland.
In giving any waiver or consent in respect of the foregoing, the Note Trustee may require the Issuer to
make such modifications or additions to the provisions of any of the Transaction Documents or may
impose such other conditions or requirements as the Note Trustee may deem expedient (in its absolute
discretion) in the interests of the Noteholders, and provided further that the Rating Agencies provide
written confirmation to the Note Trustee that the then applicable ratings of the Notes will not be
downgraded, withdrawn or qualified as a result of such modifications, additions, conditions or
requirements.
(b) Cash Manager, Servicer and Special Servicer: So long as any of the Notes remain outstanding, the
Issuer will procure that there will at all times be a cash manager in respect of the monies from time to
time standing to the credit of the Collection Account and any other account of the Issuer from time to
time and a servicer and a special servicer (if applicable) in respect of the Properties. None of the Cash
Manager, the Servicer or the Special Servicer, as applicable, is permitted to terminate its appointment
unless a replacement cash manager, servicer or special servicer, as the case may be, acceptable to the
Issuer and the Note Trustee has been appointed. The appointment of the Cash Manager, the Servicer or
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