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

Noteholders and/or the Class D Noteholders (and for greater certainty, an Extraordinary Resolution
(other than as referred to in Condition 12(b) (Meetings of Noteholders, Modification and Waiver
and Substitution), 12(c) (Meetings of Noteholders, Modification and Waiver and Substitution),
12(d) (Meetings of Noteholders, Modification and Waiver and Substitution) or 12(e) (Meetings of
Noteholders, Modification and Waiver and Substitution)) relating to a Basic Terms Modification
shall be materially prejudicial to the respective interests of the Class A Noteholders and/or the
Class B Noteholders and/or the Class C Noteholders and/or the Class D Noteholders; or
(ii) in the case of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, it is
sanctioned by an Extraordinary Resolution of each of the Class A Noteholders, the Class B
Noteholders, the Class C Noteholders and the Class D Noteholders; or
(iii) none of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes remains
outstanding.
Subject thereto, an Extraordinary Resolution of the Class E Noteholders shall be binding on the Class
X Noteholders and the Class V Noteholders irrespective of the effect on them.
(g) Notwithstanding the foregoing, no Extraordinary Resolution to authorise or sanction a modification
(including a Basic Terms Modification (as defined in Condition 12(k) (Meetings of Noteholders,
Modification and Waiver and Substitution)) of, or a waiver or authorisation of any breach or proposed
breach of any provisions of the Note Trust Deed, these Conditions or any of the Transaction
Documents shall be effective unless such Extraordinary Resolution shall not in the opinion of the Note
Trustee, in its sole discretion, be materially prejudicial to the interests of the Class X Noteholders or the
Class V Noteholders.
(h) Subject as provided below, the quorum at any meeting of the Noteholders of any class of Noteholders
for passing an Extraordinary Resolution shall be one or more persons present holding or representing a
clear majority in Principal Amount Outstanding of the Notes of such class for the time being
outstanding or, at any adjourned meeting, one or more persons being or representing Noteholders of
such class whatever the Principal Amount Outstanding of Notes so held or represented.
The quorum at any meeting of the Noteholders of any class of Noteholders for passing an
Extraordinary Resolution (i) sanctioning a modification of the date of maturity of the Notes (or any of
them); (ii) which would have the effect of postponing any day for the payment of interest on or
principal of the Notes (or any of them); (iii) which would have the effect of increasing, reducing or
cancelling the amount of principal or the rate of interest payable in respect of the Notes (or any of
them); (iv) which would have the effect of modifying the method of calculating the amount payable or
the date of payment or the priority of payment in respect of any interest or principal in respect of the
Notes (or any of them); (v) modifying or which would have the effect of modifying the definition of
“Basic Terms Modification”; (vi) altering the currency of payment of the Notes (or any of them); (vii)
which would have the effect of altering the quorum or majority required to pass an Extraordinary
Resolution; or (viii) which would have the effect of releasing, or modifying any provisions in respect
of, the Issuer Security (or any part thereof) (each, a “Basic Terms Modification”) shall be one or more
persons present holding Notes of such class or voting certificates in respect thereof or being proxies
representing not less than 75 per cent. of the Principal Amount Outstanding of the Notes of the relevant
class for the time being outstanding, or at any adjourned such meeting, not less than 33⅓ per cent. of
the Principal Amount Outstanding of the Notes of the relevant class for the time being outstanding.
The foregoing notwithstanding, the implementation of any Basic Terms Modifications will be subject
to the receipt of written confirmation from each Rating Agency then rating the Notes that the then
current ratings of each class of Notes rated thereby will not be qualified, downgraded or withdrawn as a
result of such modification. Additionally, written notice of such modifications shall be provided to the
Irish Stock Exchange.
An Extraordinary Resolution passed at any meeting of the Noteholders of any class shall be binding on
all Noteholders of such class whether or not they are present at such meeting.
(i) The Note Trustee may agree, without the consent of the Noteholders of any class, (i) to any
modification (except a Basic Terms Modification) of, or to any waiver or authorisation of any breach or
proposed breach of, the Notes, the Note Trust Deed (including these Conditions) or any of the other
Transaction Documents (except any breach or proposed breach in respect of a provision, the
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