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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payments in respect of such Definitive Note until such time as the Registrar is notified in writing to the<br />
contrary by the holder thereof.<br />
(c) Laws and Regulations: Payments of principal, interest and premium (if any) in respect of the Notes are<br />
subject in all cases to any fiscal or other laws and regulations applicable thereto.<br />
(d) Overdue Principal Payments: If payment of principal is improperly withheld or refused on or in<br />
respect of any Note or part thereof, the interest which continues to accrue in respect of such Note or<br />
part thereof in accordance with Condition 5(a) (Period of Accrual) will be paid against presentation of<br />
such Note at the specified office of any Paying Agent, and in the case of any Definitive Note, will be<br />
paid in accordance with Condition 7(b) (Definitive Notes).<br />
(e) Change of Agents: The Principal Paying Agent is ABN AMRO Bank N.V. (London Branch) at its<br />
offices at 82 Bishopsgate, London EC2N 4BN, United Kingdom. The <strong>Irish</strong> Paying Agent is NCB<br />
<strong>Stock</strong>brokers <strong>Limited</strong> at its offices at 3 George’s Dock, International Financial Services Centre, Dublin<br />
1, Ireland. The Issuer reserves the right, subject to the prior written approval of the Note Trustee, at<br />
any time to vary or terminate the appointment of the Principal Paying Agent, any other Paying Agent,<br />
the Registrar and/or the Agent Bank and to appoint additional or other Agents. The Issuer will at all<br />
times maintain an <strong>Irish</strong> Paying Agent with a specified office in Dublin, for so long as the Notes are<br />
listed on the <strong>Irish</strong> <strong>Stock</strong> <strong>Exchange</strong>. The Issuer will cause at least 30 days’ notice of any change in or<br />
addition to the Paying Agents or the Registrar or their specified offices to be given to the Noteholders<br />
in accordance with Condition 15 (Notice to Noteholders). The Issuer will maintain a Paying Agent in a<br />
Member State of the <strong>Europe</strong>an Union that will not be obliged to withhold or deduct tax pursuant to<br />
<strong>Europe</strong>an Council Directive 2003/48/EC or any law implementing or complying with, or introduced in<br />
order to conform to, such Directive.<br />
(f) Presentation on Non-Business Days: If any Note is presented for payment on a day which is not a<br />
business day in the place where it is so presented, payment shall be made on the next succeeding day<br />
that is such a business day and no further payments of additional amounts by way of interest, principal<br />
or otherwise shall be due in respect of such Note. For the purposes of Condition 6 (Redemption and<br />
Cancellation) and this Condition 7, “business day” shall mean, in relation to any place, a day on which<br />
commercial banks and foreign exchange markets settle payments in that place and (in the case of<br />
payment by transfer to a sterling account as referred to in Condition 7(b) (Definitive Notes)) on which<br />
the TARGET system is open for settlement of payments in sterling.<br />
(g) Accrual of Interest on Late Payments: If interest is not paid in respect of a Note of any class on the<br />
date when due and payable (other than because the due date is not a business day (as defined in<br />
Condition 7(f) (Presentation on Non-Business Days) or by reason of non-compliance with Condition<br />
7(a) (Global Notes) or 7(b) (Definitive Notes), then such unpaid interest shall itself bear interest at the<br />
applicable Rate of Interest (or the Class X Interest Rate in respect of interest on the Class X Notes or<br />
the Class V Interest Rate in respect of the Class V Notes) until such interest and interest thereon is<br />
available for payment and notice thereof has been duly given to the Noteholders in accordance with<br />
Condition 15 (Notice to Noteholders), provided that such interest and interest thereon are, in fact, paid.<br />
(h) Partial Payments: If a Paying Agent makes a partial payment in respect of any Note presented to it for<br />
payment, such Paying Agent will endorse on the relevant Note a statement indicating the amount and<br />
date of such payment.<br />
(i) Record Date: For the purpose of this Condition 7, the holder of a Global Note or, as the case may be, a<br />
Definitive Note will be deemed to be the person shown from time to time as the holder (or the firstnamed<br />
of joint holders) in the records of Euroclear or Clearstream, Luxembourg (in the case Global<br />
Notes) or on the Register maintained pursuant to Condition 7(b), on the 12 th calendar day of the month<br />
in which a Payment Date occurs (in each case, the “Record Date”).<br />
8. Taxation<br />
All payments in respect of the Notes will be made without withholding or deduction for or on account of<br />
any present or future taxes, duties or charges of whatsoever nature unless the Issuer or any relevant Paying<br />
Agent is required by applicable law in any jurisdiction to make any payment in respect of the Notes subject<br />
to any such withholding or deduction. In that event, the Issuer or such Paying Agent (as the case may be)<br />
shall make such payment after such withholding or deduction has been made and shall account to the<br />
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