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

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or more Rule 144A Global Notes in respect of each class, in each<br />

case in registered form. The Notes of each class offered and sold<br />

outside the United States to non-U.S. persons in reliance on<br />

Regulation S will initially be represented by one or more<br />

Regulation S Global Notes in respect of such class, in each case in<br />

registered form. The Rule 144A Global Notes and Regulation S<br />

Global Notes will be registered in the name of the Common<br />

Depository (or its nominee) for the account of Euroclear and<br />

Clearstream, Luxembourg. Beneficial ownership interests in the<br />

Notes will be shown on, and transfers thereof will be effected only<br />

through, records maintained in book-entry form by Euroclear or<br />

Clearstream, Luxembourg, and their respective participants. See<br />

“Description of the Notes”.<br />

Definitive Notes will be issued only in certain limited<br />

circumstances. See “Terms and Conditions of the Notes—<br />

Condition 2 (Definitive Notes)” and “Description of the Notes”.<br />

The holders of the Class X Notes (the “Class X Noteholders”) and<br />

the holders of the Class V Notes (the “Class V Noteholders”) have<br />

no power to pass Extraordinary Resolutions and are not counted in<br />

determining any quorum or majority for the purposes of holding<br />

any meeting or passing any resolutions. See “Terms and<br />

Conditions of the Notes—Condition 3(a)(iv) (Status and<br />

Relationship Among the Notes)” and “—Condition 12(a) (Meetings<br />

of Noteholders, Modification and Waiver and Substitution)”.<br />

The Notes and interest thereon will not be obligations or<br />

responsibilities of any person other than the Issuer. In particular,<br />

the Notes will not be obligations or responsibilities of, or be<br />

guaranteed, by the Loan Seller, the Original Lender, the Loan<br />

Arranger or any associated body of any of the aforementioned, or<br />

of or by the Manager, the Servicer, the Special Servicer, the Cash<br />

Manager, the Note Trustee, the Corporate Services Provider, the<br />

Paying Agents, the Agent Bank, the Registrar, the Advance<br />

Provider, the Backup Advance Provider, the Swap Provider, the<br />

Operating Bank, or the shareholders of any of them or the<br />

shareholders of the Issuer, and none of such persons accepts any<br />

liability whatsoever in respect of any failure by the Issuer to make<br />

payment of any amount due on the Notes.<br />

Distributions on the Notes<br />

A. General................................................. On each Payment Date, as further described under “The Structure<br />

of the Accounts—The Issuer’s Accounts” herein, principal and<br />

interest collected with respect to the Libra Loan will be distributed<br />

as follows:<br />

Payment Order Class<br />

1 st A and X (1)<br />

2 nd B<br />

3 rd C<br />

4 th D<br />

5 th E<br />

(1) With respect to the Class X Notes, the priority above relates only to interest.<br />

Notwithstanding the above, the Class A Notes, Class B Notes,<br />

Class C Notes, Class D Notes and the Class E Notes will receive<br />

pro rata distributions of Pro Rata Principal Prepayment Amounts,<br />

provided that a Sequential Prepayment Trigger has not occurred.<br />

24

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