Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange
Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange
Titan Europe 2007-1 (NHP) Limited - Irish Stock Exchange
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Exercise of Call Option), in each case according to the provisions of the relevant Condition. See further “Terms<br />
and Conditions of the Notes”.<br />
Statement to Noteholders<br />
On or prior to each Payment Date, the Cash Manager will be required to provide or make available<br />
electronically to the Note Trustee, the Servicer, the Special Servicer, the Rating Agencies, the Noteholders, the<br />
Advance Provider, the Controlling Class Representative, the Issuer and its designee, including a financial<br />
market publisher (which is anticipated to initially be Bloomberg, L.P.), if any, (i) a statement substantially in the<br />
form attached hereto as Appendix 2, subject to amendment from time to time in accordance with market<br />
demands (a “Statement to Noteholders”) in respect of each Payment Date in which it will notify the recipients<br />
of, inter alia, amounts received in the Issuer Accounts and payments made with respect to the Notes (other than<br />
the Class V Notes) on such Payment Date, based upon information provided by the Servicer in accordance with<br />
the Servicing Agreement; and (ii) certain information relating to the Properties and the Libra Loan.<br />
In addition, within a reasonable period of time after the end of each calendar year, the Cash Manager is<br />
required to furnish, upon request, to each person or entity who at any time during the calendar year was a holder<br />
of a Note, a statement setting forth the principal and interest distributed to the applicable class, aggregated for<br />
the Payment Dates falling in the related calendar year during which that person was a Noteholder, together with<br />
any other information as the Cash Manager deems necessary or desirable, or that a Noteholder reasonably<br />
requests, to enable Noteholders to prepare their tax returns for that calendar year.<br />
Information Available Electronically<br />
The Cash Manager will make available quarterly for the relevant reporting periods, to the Note Trustee, on<br />
behalf of the Noteholders, the Statement to Noteholders via the Cash Manager’s internet website which is<br />
initially located at www.etrustee.net. This internet website does not form part of this Offering Circular. In<br />
addition, the Cash Manager will make the CMSA <strong>Europe</strong>an Investor Reporting Package related to the Libra<br />
Loan available, to the extent that the Cash Manager receives the CMSA <strong>Europe</strong>an Investor Reporting Package<br />
from the Servicer. See “Servicing—Quarterly Reporting”. The CMSA <strong>Europe</strong>an Investor Reporting Package<br />
sets forth information with respect to the Libra Loan and the Properties and will be in the form approved by the<br />
Commercial Mortgage Securities Association (“CMSA”), as such reports may be modified to reflect that the<br />
Properties are located in England, Wales, Scotland and Northern Ireland, as the case may be. Information will<br />
be accessible only with a password provided by the Cash Manager.<br />
The Cash Management Agreement requires that the Cash Manager make available at its offices (except for<br />
items (e) and (f) below, which will be made available by the Note Trustee or its designee), during normal<br />
business hours, for review by any Noteholder, the Loan Arranger, the Loan Seller, the Issuer, the Servicer, the<br />
Special Servicer, the Rating Agencies, the Controlling Class Representative or any other person to whom the<br />
Cash Manager or the Note Trustee, as applicable, believes the disclosure is appropriate (in each case, to the<br />
extent permitted by the Loan Documents and not otherwise prohibited by applicable law), upon their prior<br />
written request, originals or copies of, among other things, the following items:<br />
(a) the Servicing Agreement and any amendments to that agreement;<br />
(b) all Statements to Noteholders made available to holders of the relevant class of Notes since the Closing<br />
Date;<br />
(c) all accountants’ reports delivered to the Cash Manager since the Closing Date;<br />
(d) the most recent property inspection report prepared by or on behalf of the Servicer or the Special<br />
Servicer and delivered to the Cash Manager in respect of each Property;<br />
(e) copies of the Loan Documents;<br />
(f) any and all modifications, waivers and amendments of the terms of the Libra Loan entered into by the<br />
Servicer or the Special Servicer and delivered to the Note Trustee; and<br />
(g) any and all statements and reports delivered to, or collected by, the Servicer or the Special Servicer<br />
from the Borrower, including the most recent annual property operating statements, tenant schedules<br />
(rent schedules) and Borrower financial statements, but only to the extent that the statements and<br />
reports have been delivered to the Cash Manager.<br />
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