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

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Accountholders in both Euroclear and Clearstream, Luxembourg are worldwide financial institutions<br />

including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations.<br />

Indirect access to both Euroclear and Clearstream, Luxembourg is available to other institutions that clear<br />

through or maintain a custodial relationship with an accountholder of either system.<br />

An accountholder’s overall contractual relations with either Euroclear or Clearstream, Luxembourg are<br />

governed by the respective rules and operating procedures of Euroclear or Clearstream, Luxembourg and any<br />

applicable laws. Both Euroclear and Clearstream, Luxembourg act under such rules and operating procedures<br />

only on behalf of their respective accountholders, and have no record of or relationship with persons holding<br />

through their respective accountholders.<br />

The Issuer understands that under existing industry practices, if either the Issuer or Note Trustee requests<br />

any action of owners of Book-Entry Interests or if an owner of a Book-Entry Interest desires to give instructions<br />

or take any action that a holder is entitled to give or take under the Note Trust Deed, Euroclear and Clearstream,<br />

Luxembourg, as the case may be, would authorise the participants owning the relevant Book-Entry Interests to<br />

give instructions or to take such action, and such participants would authorise indirect participants to give<br />

instructions or take such action or would otherwise act upon the instructions of such indirect participants.<br />

Transfer and Transfer Restrictions<br />

All transfers of Book-Entry Interests will be recorded in accordance with the book-entry systems<br />

maintained by Euroclear or Clearstream, Luxembourg, as applicable, pursuant to customary procedures<br />

established by each respective system and its participants. See “—General” above.<br />

Each Rule 144A Global Note will bear a legend substantially identical to that appearing in paragraph (c)<br />

under “Transfer Restrictions”, and no Rule 144A Global Note nor any Book-Entry Interest in such Rule 144A<br />

Global Note may be transferred except in compliance with the transfer restrictions set forth in such legend. A<br />

Book-Entry Interest in a Rule 144A Global Note of one class may be transferred to a person who takes delivery<br />

in the form of a Book-Entry Interest in the Regulation S Global Note of the same class, whether before or after<br />

the expiration of the Note Distribution Compliance Period, only upon receipt by the Common Depository of a<br />

written certification from the transferor to the effect that such transfer is being made in accordance with<br />

Regulation S or Rule 144 under the Securities Act (if available), and in each case in accordance with applicable<br />

securities laws of the United States or any other jurisdiction and that, if such transfer occurs prior to the<br />

expiration of the Note Distribution Compliance Period, the interest transferred will be held immediately<br />

thereafter through Euroclear or Clearstream, Luxembourg.<br />

Each Regulation S Global Note will bear a legend substantially identical to that appearing in paragraph (e)<br />

under “Transfer Restrictions”. Until and including the 40 th day after the later of the commencement of the<br />

offering of the Notes and the closing date for the offering of the Notes (the “Note Distribution Compliance<br />

Period”), Book-Entry Interests in a Regulation S Global Note may be held only through Euroclear or<br />

Clearstream, Luxembourg, unless transfer and delivery is made through a Rule 144A Global Note of the same<br />

class. Prior to the expiration of the Note Distribution Compliance Period, a Book-Entry Interest in a Regulation<br />

S Global Note of one class may be transferred to a person who takes delivery in the form of a Book-Entry<br />

Interest in a Rule 144A Global Note of the same class only upon receipt by the Common Depository of written<br />

certification from the transferor to the effect that such transfer is being made to a person whom the transferor<br />

reasonably believes is purchasing for its own account or for an account or accounts as to which it exercises sole<br />

investment discretion and that such person and such account or accounts is a qualified institutional buyer within<br />

the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in<br />

accordance with any applicable securities laws of any state of the United States or any other jurisdiction.<br />

Any Book-Entry Interest in a Regulation S Global Note of one class that is transferred to a person who<br />

takes delivery in the form of a Book-Entry Interest in a Rule 144A Global Note of the same class will, upon<br />

transfer, cease to be represented by a Book-Entry Interest in such Regulation S Global Note and will become<br />

represented by a Book-Entry Interest in such Rule 144A Global Note and, accordingly, will thereafter be subject<br />

to all transfer restrictions and other procedures applicable to Book-Entry Interests in a Rule 144A Global Note<br />

for as long as it remains such a Book-Entry Interest. Any Book-Entry Interest in a Rule 144A Global Note of<br />

one class that is transferred to a person who takes delivery in the form of a Book-Entry Interest in the<br />

Regulation S Global Note of the same class will, upon transfer, cease to be represented by a Book-Entry Interest<br />

in such Rule 144A Global Note and will become represented by a Book-Entry Interest in such Regulation S<br />

Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures<br />

152

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