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

modification of which would constitute a Basic Terms Modification) which, in the opinion of the Note
Trustee, is not materially prejudicial to the interests of the Noteholders of any class or (ii) to any
modification of the Notes, the Note Trust Deed (including these Conditions) or any of the other
Transaction Documents which, in the opinion of the Note Trustee, is to correct a manifest error or a
proven (to the satisfaction of the Note Trustee) error or is of a formal, minor or technical nature and the
Note Trustee may also, without the consent of the Noteholders of any class, determine that a Note
Event of Default shall, or shall not subject to specified conditions, be treated as such if such
determination is not, in the opinion of the Note Trustee, materially prejudicial to the interests of the
Noteholders of any class; provided always that the Note Trustee shall not exercise such powers of
modification, waiver, authorisation or determination in contravention of any express written direction
given by the Eligible Noteholders or by an Extraordinary Resolution of the most senior class of
Noteholders (other than the Class X Noteholders or the Class V Noteholders) then outstanding
(provided that no such direction shall affect any modification, authorisation, waiver or determination
previously made or given). Any such modification, waiver, authorisation or determination shall be
binding on the Noteholders and, unless the Note Trustee agrees otherwise, any such modification shall
be notified to the Noteholders as soon as practicable thereafter in accordance with Condition 15 (Notice
to Noteholders).
(j) Where the Note Trustee is required, in connection with the exercise of its powers, trusts, authorities,
duties and discretions under or in relation to the Note Trust Deed, the Notes, the Conditions or any
other Transaction Documents, to have regard to the interests of the Noteholders or, as the case may be,
the Noteholders of any class, it shall have regard to the interests of such Noteholders as a class and, in
particular, but without prejudice to the generality of the foregoing, the Note Trustee shall not have
regard to, or be in any way liable for, the consequences of such exercise for individual Noteholders
resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or
subject to the jurisdiction of, any particular territory and the Note Trustee shall not be entitled to
require, nor shall any Noteholder be entitled to claim, from the Issuer or the Note Trustee or any other
person, any indemnification or payment in respect of any tax consequence of any such exercise upon
individual Noteholders.
(k) The Note Trustee shall be entitled to determine, for the purposes of exercising any power, trust,
authority, duty or discretion under or in relation to the Note Trust Deed, these Conditions or any of the
other Transaction Documents, that such exercise will not be materially prejudicial to the interests of the
Noteholders or any class of Noteholders. In making a determination whether or not any event, matter
or thing is, in its opinion, materially prejudicial to the interests of the Noteholders or any class of
Noteholders, the Note Trustee shall be entitled to take into account, among other things, any
confirmation (whether or not addressed to the Note Trustee) by the Rating Agencies (if available) that
the then current rating of the Notes of each relevant class would, or, as the case may be, would not, be
adversely affected by such event, matter or thing.
(l) The Note Trustee may, without the consent of the Noteholders, agree with the Issuer to the substitution
in place of the Issuer (or of any previous substitute under this condition) as the principal debtor in
respect of the Notes and the Note Trust Deed of another body corporate (being a single purpose
vehicle) provided that each Rating Agency then rating the Notes has confirmed in writing to the Note
Trustee that the then current ratings of each class of Notes rated thereby will not be qualified,
downgraded or withdrawn as a result of such substitution, and provided further that such substitution
would not in the opinion of the Note Trustee be materially prejudicial to the interests of the
Noteholders of any class and subject to certain other conditions set out in the Note Trust Deed being
complied with or to be complied with (or suitable arrangements in place to ensure compliance with
such conditions). In the case of substitution of the Issuer (or of any such previous substitute), the Irish
Stock Exchange shall be notified of such substitution, a supplemental offering circular will be prepared
and filed with the Irish Stock Exchange and notice of the substitution will be given to the Noteholders
in accordance with Condition 15 (Notice to Noteholders) as soon as practicable thereafter.
(m) Notwithstanding the foregoing provisions of this Condition 12 (Meetings of Noteholders, Modification
and Waiver and Substitution), where pursuant to the terms of this Condition 12, an Extraordinary
Resolution passed by any class of Notes binds any more junior class or classes of Notes, if the Principal
Amount Outstanding of such senior class of Notes has been reduced to less than 10 per cent. of the
Principal Amount Outstanding of such class as at the Closing Date, such senior class of Notes shall not
be considered as outstanding for the purposes of this Condition, the power of passing such an
Extraordinary Resolution binding any more junior class or classes of Notes shall pass to the next most
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