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

A “Subordinate Lender Control Valuation Event” will occur with respect to a Subordinate Tranche
if and for so long as: (a) the difference between (1) the then outstanding principal balance of such
Subordinate Tranche and (2) 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 related Property, minus the then aggregate, outstanding principal balance of any CVE
Subordinated Loan is less than (b) 25 per cent. of the then outstanding principal balance of the related
Subordinate Tranche.
A “CVE Subordinated Loan” means, in relation to a Loan, all the Loans that are subordinate in right
and priority of payment to that Loan under the Senior Intercreditor Deed.
For the purposes of this definition, with respect to the Libra Whole Loan each of the Libra Loan, the B0-1
Loan, the B0-2 Loan, the B1 Loan, the B2 Loan, the B3 Loan and the B4 Loan are defined herein as a “Loan”
and, collectively, “Loans” of the Libra Whole Loan.
Upon the occurrence of a Valuation Event, a Valuation Reduction Amount will be calculated by the Special
Servicer based upon a valuation or an update of a valuation (the “Control Valuation”) in respect of a Property
as described below. Upon the Special Servicer receiving notice or otherwise becoming aware of the Valuation
Event, the Special Servicer must use reasonable endeavours to require an independent valuer who is a member
of the Royal Institution of Chartered Surveyors or a qualified independent valuer acting in accordance with the
then current RICS Appraisal and Valuation Standards to prepare and deliver an updated valuation, within 30
days of such event, if and for so long as there exists a valuation of the Property which is more than twelve
months old or the current valuation is based on materially different net cash flow assumptions in the reasonable
opinion of the Servicer or if, at the relevant time the Libra Whole Loan is a Specially Serviced Loan, the Special
Servicer, as applicable, acting in accordance with the Servicing Standard. Notwithstanding that the value of a
Property may have reduced since the last valuation, the Servicer or if, at the relevant time the Libra Whole Loan
is a Specially Serviced Loan, the Special Servicer, as applicable, will not be authorised to obtain a new valuation
for the purposes of determining whether a Control Valuation Event has occurred except in the circumstances
described above. The cost of such an updated valuation shall be paid as an expense by the lenders from the
priorities set forth in the Senior Intercreditor Deed. A lender that would cease to be the Controlling Party as a
result of a Control Valuation Event may, at its discretion, instruct the Special Servicer to obtain another
valuation on the same basis as the previous valuation, at the cost and expense of the relevant Subordinate
Lender, from another independent valuer who is a member of the Royal Institution of Chartered Surveyors or by
a qualified independent valuer acting in accordance with the then current RICS Appraisal and Valuation
Standards. If so instructed, the Special Servicer will use all reasonable endeavours to procure that such
additional valuation is obtained within 30 days of the date of receipt of the instruction from the relevant
Subordinate Lender. In the event that a subsequent valuation is so obtained, the Special Servicer shall be
entitled to use either of the valuations obtained (provided that it must determine which valuation to use within
15 days of receipt of the second such valuation) to determine the Valuation Reduction Amount. On the first
Payment Date occurring on or after the delivery of the later relevant updated valuation, the Special Servicer will
adjust the Valuation Reduction Amount to take into account the relevant valuation and will promptly provide
the Servicer and the lenders with such calculations.
A “Valuation Event” means (i) the date on which an amendment or modification is entered into with
respect to the Libra Whole Loan which adversely affects in the reasonable opinion of the Special Servicer any
material economic term; (ii) the 40 th day following the occurrence of any uncured failure to make a scheduled
payment under the Libra Whole Loan; (iii) upon the occurrence of any payment default on the Libra Whole
Loan at its maturity date (unless such maturity date has been extended by the Servicer or Special Servicer but is
not the result of a workout or other material adverse event relating to the Libra Whole Loan, the Properties or
the Borrower as determined by the Servicer or the Special Servicer in its reasonable opinion); or (iv) receipt of
notice that the Borrower has become subject to any insolvency proceedings or the date on which a receiver or
administrator is appointed and continues in such capacity in respect of the Borrower or a Property or 60 days
after such Borrower becomes the subject of involuntary proceedings and such proceedings are not dismissed.
A “Valuation Reduction Amount” with respect to the Libra Whole Loan will be an amount equal to the
excess of:
(a) the outstanding principal balance of the Libra Whole Loan over
(b) the excess of:
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