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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 />

138

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