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

17. Privity of Contract
The Notes do not confer any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of the Notes, but this does not affect any right or remedy of a third party which exists or is available
apart from the Contracts (Rights of Third Parties) Act 1999.
18. Governing Law
The Note Trust Deed, the Deed of Charge and Assignment, the Agency Agreement, the other Transaction
Documents and the Notes are governed by, and shall be construed in accordance with, English law other
than: the Corporate Services Agreement, which is governed by and shall be construed in accordance with
the laws of Ireland; and certain aspects of Transaction Documents are or will be governed by Scots law,
Northern Irish law or Jersey law to the extent that such aspects relate to assets located in Scotland, Northern
Ireland or Jersey or governed by the laws of Scotland, Northern Ireland or Jersey.
19. U.S. Tax Treatment and Provision of Information
(a) It is the intention of the Issuer, each Noteholder and beneficial owner (“Owner”) of an interest in the
Notes that the Notes will be indebtedness of the Issuer for United States federal, state and local income
and franchise tax purposes and for the purposes of any other United States federal, state and local tax
imposed on or measured by income (the “Intended U.S. Tax Treatment”).
To the extent applicable and absent a final determination by the United States Internal Revenue Service
(“IRS”) to the contrary, the Issuer will treat the Notes as debt for purposes of United States federal,
state and local income or franchise taxes and any other United States federal, state and local taxes
imposed on or measured by income. In addition, each Noteholder and Owner, by acceptance of a Note,
or a beneficial interest therein, agree to treat the Notes, for purposes of United States federal, state and
local income or franchise taxes and any other United States federal, state and local taxes imposed on or
measured by income, in a manner consistent with the Intended U.S. Tax Treatment and to report the
Notes on all applicable tax returns in a manner consistent with such treatment, unless there has been a
final determination by the IRS that such treatment is improper.
(b) For so long as any Notes remain outstanding and are “restricted securities” (as defined in Rule
144(a)(3) under the Securities Act), the Issuer shall, during any period in which it is neither subject to
Section 13 or Section 15(d) of the Exchange Act nor exempt from reporting pursuant to rule 12g3-2(b)
thereunder, furnish, at its expense, to any holder of, or Owner of an interest in, such Notes in
connection with any resale thereof and to any prospective purchaser designated by such holder or
Owner, in each case upon request, the information specified in, and meeting the requirements of, Rule
144A(d)(4) under the Securities Act.
20. Controlling Class
The Controlling Class, from time to time, may appoint not more than one Noteholder of such class to be
their adviser for the purposes of this Condition (each such person, a “Controlling Class Representative”).
The Controlling Class Representative shall be entitled to exercise all of the rights, powers and discretions
given to it pursuant to the Servicing Agreement as it sees fit. At no time may the Controlling Class
Representative be a Class X Noteholder or a Class V Noteholder or a Borrower or an entity affiliated with a
Borrower.
The appointment of the Controlling Class Representative will be effective upon receipt by each of the
Issuer, the Note Trustee, the Servicer and the Special Servicer of written notice of such appointment by
holders of more than 50 per cent. in aggregate Principal Amount Outstanding of the Controlling Class. The
appointment by the Controlling Class does not need to be made pursuant to an Extraordinary Resolution.
All members of the Controlling Class are permitted to participate in the election of a Controlling Class
Representative.
The Controlling Class may terminate the appointment of the Controlling Class Representative at any time
and appoint a successor in the same manner as the election of the Controlling Class Representative.
The Controlling Class Representative may retire by giving not less than 21 days’ notice in writing to the
Noteholders of the Controlling Class (in accordance with the terms of Condition 15 (Notice to
Noteholders)), the Note Trustee, the Servicer and the Special Servicer.
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