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

senior class of Notes then outstanding (other than the Class X Notes and the Class V Notes) and the
holders of the Notes of such first-mentioned senior class shall for the purposes of passing such an
Extraordinary Resolution be counted as a single class with such next most senior class of Notes then
outstanding.
13. Indemnification and Exoneration of the Note Trustee
The Note Trust Deed, the Deed of Charge and Assignment, the Servicing Agreement and certain of the
other Transaction Documents contain provisions governing the responsibility (and relief from
responsibility) of the Note Trustee and for its indemnification in certain circumstances, including provisions
relieving it from taking enforcement proceedings or enforcing the Issuer Security unless indemnified and/or
secured to its satisfaction. The Note Trustee will not be responsible for any loss, expense or liability which
may be suffered as a result of any assets comprised in the Issuer Security, or any deeds or documents of title
thereto, being uninsured or inadequately insured or being held by or to the order of other parties to the
Transaction Documents, clearing organisations or their operators or by intermediaries such as banks,
brokers, depositories, warehousemen or other similar persons whether or not on behalf of the Note Trustee.
The Note Trustee will remain liable for any loss, expense or liability which may be suffered as a result of its
negligence, fraud or wilful error.
The Note Trust Deed and the Deed of Charge and Assignment contain provisions pursuant to which the
Note Trustee or any of its related companies is entitled, among other things, (i) to enter into business
transactions with the Issuer and or any other person who is a party to the Transaction Documents or whose
obligations are comprised in the Issuer Security and/or any of their subsidiary or associated companies and
to act as trustee for the holders of any other securities issued by or relating to the Issuer and/or any other
person who is a party to the Transaction Documents or whose obligations are comprised in the Issuer
Security and/or any of their subsidiary or associated companies, (ii) to exercise and enforce its rights,
comply with its obligations and perform its duties under or in relation to any such transactions or, as the
case may be, any such trusteeship without regard to the interests of the Noteholders or any other Secured
Party, and (iii) to retain and not be liable to account for any profit made or any other amount or benefit
received thereby or in connection therewith.
The Deed of Charge and Assignment provides that the Note Trustee shall accept without investigation,
requisition or objection such right and title as the Issuer may have to the Issuer’s property secured pursuant
to the Deed of Charge and Assignment and the other Transaction Documents and shall not be bound or
concerned to examine such right and title, and the Note Trustee shall not be liable for any defect or failure
in the right or title of the Issuer to the property secured pursuant to the Transaction Documents whether
such defect or failure was known to the Note Trustee or might have been discovered upon examination or
enquiry and whether capable of remedy or not. The Note Trustee has no responsibility in relation to the
validity, sufficiency and enforceability of the Issuer Security. The Note Trustee will not be obliged to take
any action which might result in its incurring personal liabilities unless indemnified and/or secured to its
satisfaction or to supervise the performance by the Servicer, the Special Servicer, the Cash Manager, the
Advance Provider, the Backup Advance Provider, the Swap Provider, the Paying Agents or any other
person of their obligations under the Transaction Documents and the Note Trustee shall assume, until it has
actual knowledge or express notice to the contrary, that all such persons are properly performing their
duties, notwithstanding that the Issuer Security (or any part thereof) may, as a consequence, be treated as
floating rather than fixed security.
14. Replacement of Global Notes and Definitive Notes
If any Global Note or Definitive Note is mutilated, defaced, lost, stolen or destroyed, it may be replaced at
the specified office of any Paying Agent or the Registrar upon payment by the claimant of the expenses
incurred in connection with such replacement and on such terms as to evidence and indemnity as the Issuer,
the Paying Agent, the Registrar or the Note Trustee may reasonably require. Mutilated or defaced Global
Notes or Definitive Notes must be surrendered before replacements will be issued.
15. Notice to Noteholders
(a) All notices, other than notices given in accordance with the following paragraphs of this Condition 15
(Notice to Noteholders), to Noteholders shall be deemed to have been validly given if published in a
leading daily newspaper printed in the English language and with general circulation in Dublin (which
is expected to be The Irish Times) or, if that is not practicable, in such English language newspaper or
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