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

A class of Notes shall meet the “Controlling Class Test” if such class of Notes’ Proportion Ratio is not
less than 25 per cent. of its Proportion Ratio (as defined below) as at the Closing Date, as determined by the
Cash Manager; provided that if no class satisfies this requirement, the Controlling Class will be the most junior
class of Notes then outstanding (other than the Class X Notes and the Class V Notes). The Note Trustee shall
determine which class of Notes meets the Controlling Class Test and shall notify the Servicer and Special
Servicer accordingly.
The “Proportion Ratio” for any class of Notes as at any date of calculation is the ratio of its Principal
Amount Outstanding to the Principal Amount Outstanding of all of the Notes.
The Conditions and the Servicing Agreement permit the Controlling Class to appoint a representative (the
“Controlling Class Representative”) to represent its interests. The appointment of a Controlling Class
Representative will be deemed effective upon written notice being given to each of the Issuer, the Note Trustee,
the Servicer and the Special Servicer.
The Controlling Class Representative will have no liability to the Issuer or the Note Trustee for any action
taken, or refraining from the taking of any action, pursuant to the Servicing Agreement.
The Controlling Party
The “Controlling Party” means:
(a) for as long as no Control Valuation Event is continuing, the Representative for the B4 Loan;
(b) for as long as a Control Valuation Event for the B4 Loan (a “B4 Loan Control Valuation Event”), but
no other Control Valuation Event, are continuing, the Representative for the B3 Loan;
(c) for as long as a B4 Loan Control Valuation Event and a Control Valuation Event for the B3 Loan (a
“B3 Loan Control Valuation Event”), but no other Control Valuation Event, are continuing, the
Representative for the B2 Loan;
(d) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event and a Control
Valuation Event for the B2 Loan (a “B2 Loan Control Valuation Event”), but no other Control
Valuation Event, are continuing, the Representative for the B1 Loan;
(e) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan
Control Valuation Event and a Control Valuation Event for the B1 Loan (a “B1 Loan Control
Valuation Event”), but no other Control Valuation Event, are continuing, the Representative for the
B0-2 Loan;
(f) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan
Control Valuation Event, a B1 Loan Control Valuation Event and a Control Valuation Event for the
B0-2 Loan (a “B0-2 Loan Control Valuation Event”), but no other Control Valuation Event, are
continuing, the Representative for the B0-1 Loan; or
(g) for as long as a B4 Loan Control Valuation Event, a B3 Loan Control Valuation Event, a B2 Loan
Control Valuation Event, a B1 Loan Control Valuation Event, a B0-2 Loan Control Valuation Event
and a Control Valuation Event for the B0-1 Loan (a “B0-1 Loan Control Valuation Event”), but no
other Control Valuation Event, are continuing, the Controlling Class Representative.
The “Representative” for a Loan means either the Loan Representative for that Loan (if one is
appointed) or (if there is no Loan Representative), Lenders whose commitments and participations with
respect to that Loan represent more than 50 per cent. of that Loan.
A “Control Valuation Event” occurs with respect to a Loan if and for so long as: (a) the difference
between: (1) the then outstanding principal balance of that Loan; and (2) an amount equal to the
amount, if any, of: (i) the sum of: (x) any Valuation Reduction Amounts with respect to the Libra
Whole Loan; and (y) without duplication, losses realised with respect to any enforcement of security in
respect of a Property, minus (ii) the then aggregate outstanding balance of the CVE Subordinated
Loans for that Loan, is less than (b) 25 per cent. of the then outstanding principal balance of that Loan.
120