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

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Rule 144A Global Note directly through Euroclear and Clearstream, Luxembourg or indirectly through<br />

organisations which are account holders in such systems. All Book-Entry Interests in the Rule 144A Global<br />

Notes held by the Common Depository will be subject to the procedures and requirements of Euroclear and<br />

Clearstream, Luxembourg.<br />

Purchasers of Book-Entry Interests in a Global Note pursuant to Regulation S will hold Book-Entry<br />

Interests in the Regulation S Global Note relating thereto. Investors may hold their Book-Entry Interests in<br />

respect of a Regulation S Global Note directly through Euroclear or Clearstream, Luxembourg (in accordance<br />

with the provisions set forth under “—Transfer and Transfer Restrictions” below), if they are account holders in<br />

such systems, or indirectly through organisations which are account holders in such systems. After the<br />

expiration of the Note Distribution Compliance Period but not earlier, Euroclear and Clearstream, Luxembourg<br />

will hold Book-Entry Interests in each Regulation S Global Note on behalf of their account holders through<br />

securities accounts in the respective account holders’ names on Euroclear’s and Clearstream, Luxembourg’s<br />

respective book-entry registration and transfer systems.<br />

Although Euroclear and Clearstream, Luxembourg have agreed to certain procedures to facilitate transfer of<br />

Book-Entry Interests among account holders of Euroclear and Clearstream, Luxembourg, they are under no<br />

obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any<br />

time. None of the Issuer, the Note Trustee, the Common Depository or any of their respective agents will have<br />

any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants<br />

or account holders of their respective obligations under the rules and procedures governing their operations.<br />

Payments on Global Notes<br />

Payment of principal and interest on the Global Notes will be made to the registered holder thereof upon<br />

presentation or surrender of the Global Note at the specified office of the Paying Agent. All such amounts will,<br />

subject as provided below, be payable by a Paying Agent, in sterling. All such payments will be distributed<br />

without deduction or withholding for any taxes, duties, assessments or other governmental charges of whatever<br />

nature except as may be required by law. If any such deduction or withholding is required to be made, then<br />

neither the Issuer nor any other person will be obliged to pay additional amounts in respect thereof.<br />

In accordance with the rules and procedures for the time being of Euroclear or, as the case may be,<br />

Clearstream, Luxembourg, after receipt of any payment from the Paying Agent, the respective systems will<br />

promptly credit their participants’ accounts with payments in amounts proportionate to their respective<br />

ownership of Book-Entry Interests as shown in the records of Euroclear or of Clearstream, Luxembourg. None<br />

of the Issuer, the Note Trustee or any other agent of the Issuer or the Note Trustee will have any responsibility<br />

or liability for any aspect of the records relating to or payments made on account of a participant’s ownership of<br />

Book-Entry Interests or for maintaining, supervising or reviewing any records relating to a participant’s<br />

ownership of Book-Entry Interests.<br />

A record of each payment made on a Global Note, distinguishing between any payment of principal and/or<br />

payment of interest, will be recorded in the Register in respect of such Global Note by the Registrar and such<br />

record shall be prima facie evidence that the payment in question has been made.<br />

Euroclear and Clearstream, Luxembourg<br />

Euroclear and Clearstream, Luxembourg have informed the Issuer as follows:<br />

Euroclear and Clearstream, Luxembourg each hold securities for the accountholders and facilitate the<br />

clearance and settlement of securities transactions by electronic book-entry transfer between their respective<br />

accountholders, thereby eliminating the need for physical movements of certificates and any risk from lack of<br />

simultaneous transfers of securities.<br />

Euroclear and Clearstream, Luxembourg each provide various services including safekeeping,<br />

administration, clearance and settlement of internationally traded securities and securities lending and<br />

borrowing. Euroclear and Clearstream, Luxembourg each also deal with domestic securities markets in several<br />

countries through established depository and custodial relationships. The respective systems of Euroclear and of<br />

Clearstream, Luxembourg have established an electronic bridge between their two systems across which their<br />

respective accountholders may settle trades with each other.<br />

151

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