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

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(xv) fifteenth, to pay all principal due and payable on the Class E Notes in an amount up to the lesser of:<br />

(a) their Principal Amount Outstanding and (b) the Sequential Principal Distribution Amount, less<br />

the portion of the Sequential Principal Distribution Amount distributed pursuant to all prior<br />

clauses, in accordance with the provisions of the Conditions and the Note Trust Deed;<br />

(xvi) sixteenth, to pay that portion of the Class E Notes that represents any NAI Amounts previously<br />

allocated to such class;<br />

(xvii) seventeenth, to pay to the Advance Provider or, as the case may be, the Backup Advance Provider,<br />

any Subordinated Advance Amounts with respect to the Libra Whole Loan; and<br />

(xviii) eighteenth, to pay any surplus to the Issuer and, if the directors of the Issuer so resolve, and the<br />

Issuer may lawfully do so, to pay dividends to shareholders in the Issuer.<br />

On any Payment Date, including post-enforcement, on which principal amounts are due and payable on the<br />

Class X Notes or the Class V Notes, the Cash Manager will instruct the Operating Bank to pay such amounts<br />

from the Class X Account and the Class V Account, respectively, in accordance with the Conditions and the<br />

Note Trust Deed. See “Terms and Conditions of the Notes—Condition 6”. On any Payment Date, including<br />

post-enforcement, on which interest is due and payable on the Class V Notes, such interest will be paid from the<br />

Class V Account in accordance with the Conditions and the Note Trust Deed. See “—Class V Account” and<br />

“Terms and Conditions of the Notes—Condition 5(c)”.<br />

To the extent that Available Funds on any Payment Date, after paying any interest then due and payable on<br />

the most senior class of Notes then outstanding (other than the Class V Notes), are insufficient to pay in full<br />

interest due on any outstanding class or classes of more junior-ranking Notes (other than the Class V Notes), the<br />

shortfall in the interest amount then due and payable will be paid, in accordance with the Sequential Priority of<br />

Payments, on one or more subsequent Payment Dates if Available Funds on such Payment Date or Payment<br />

Dates are sufficient to pay such amounts.<br />

Distribution of the Pro Rata Principal Prepayment Amount: On each Payment Date prior to a Sequential<br />

Prepayment Trigger in respect of which the Principal Prepayment Amount is greater than zero, the Cash<br />

Manager will allocate and distribute Pro Rata Principal Prepayment Amounts from Available Funds in the<br />

Collection Account pro rata to each class of Notes then outstanding (other than the Class X Notes and the Class<br />

V Notes) based upon the respective Principal Amount Outstanding of each such class of Notes and the aggregate<br />

Principal Amount Outstanding of the Notes (other than the Class X Notes and the Class V Notes) on such<br />

Payment Date, in each case after taking into account application of (i) the Principal Amortisation Amount and<br />

(ii) the Pre-Trigger Sequential Principal Prepayment Amount for such Payment Date in accordance with the<br />

Sequential Priority of Payments.<br />

Class V Account: The Issuer will deposit £50,000 on the Closing Date into the Class V Account, which<br />

amount will be available to pay principal only on the Class V Notes as and when such principal becomes due in<br />

accordance with the Conditions and the Note Trust Deed to the extent that such principal has not been<br />

previously redeemed (as such balance may be reduced, the “Class V Deposit”). The Class V Deposit will be<br />

segregated from all other amounts deposited in the Class V Account and will not be available to pay interest on<br />

the Class V Notes at any time. Amounts allocated to the Class V Account, as described above under “—Certain<br />

Calculations”, if any, will be available to pay interest on the Class V Notes. The amount of interest due with<br />

respect to any Payment Date on the Class V Notes is equal to the interest accrued during the Interest Accrual<br />

Period expiring immediately before such Payment Date at the Class V Interest Rate on the principal amount<br />

outstanding of the Class V Notes. The Rate of Interest applicable to the Class V Notes for any Interest Accrual<br />

Period will be the Class V Interest Rate as calculated on the Interest Determination Date in respect of the<br />

Interest Accrual Period for which the rate will apply. The “Class V Interest Rate” for any Payment Date will<br />

be a per annum rate, expressed as a percentage, equal to the product of: (a) the fraction obtained by dividing: (i)<br />

the Class V Amounts Factor for the Class V Notes, by (ii) the actual number of days in the relevant Interest<br />

Accrual Period expiring immediately before such Payment Date; and (b) 365. The “Class V Amounts Factor”<br />

is, as of any Payment Date, equal to the amount expressed as a percentage obtained by dividing: (i) the Class V<br />

Amounts for the Interest Accrual Period expiring immediately before such Payment Date by (ii) the Principal<br />

Amount Outstanding of the Class V Notes as at the beginning of such period. The “Class V Amounts” in<br />

respect of the Payment Date immediately following the expiry of an Interest Accrual Period means the sum of:<br />

(i) all Prepayment Charges and Yield Maintenance Premia with respect to the Libra Loan received<br />

during the Collection Period immediately preceding such Payment Date; and<br />

111

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