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

(h) any action to bring a Property into compliance with environmental laws;
(i) any modification or waiver of any term contained in the documentation for the hedging arrangements;
(j) any change in, or an extension of, a commitment or the total commitments with respect to the Libra
Whole Loan; and
(k) any release or substitution of security for the Libra Whole Loan.
The Special Servicer or the Servicer, as applicable, must notify the Controlling Party with respect to the
Libra Whole Loan in advance of any action it intends to take with regard to the matters set out above and (with
regard to significant actions other than those set out under paragraphs (a) to (k) above) must take due account of
(but shall not, except to the extent provided herein, be bound by) the advice and representation of the
Controlling Party. The Controlling Party will have five Business Days to respond to the Servicer or the Special
Servicer, as applicable. If the Controlling Party does not respond within such five Business Days, its approval
will be deemed to have been given and the Servicer or the Special Servicer, as applicable, may take (or direct
the Servicer to take) whatever action it reasonably considers necessary in accordance with the Servicing
Standard without further approval from the Controlling Party. If the Servicer or the Special Servicer, as
applicable, does take any such action, it must notify the Controlling Party of the action as soon as practicable
(and in any event, within five Business Days of taking such action) and must consult with such Controlling
Party regarding any further action relating to such action that it considers should be taken in the interests of the
Subordinate Lenders (and, if applicable, the Noteholders).
In addition to the above, (i) the Servicer or Special Servicer, as applicable, will not be obliged to further
consult with the Controlling Party for any action if for 45 days following notice of such matter, the Controlling
Party has objected to the proposed action and has failed to suggest any alternative action that the Servicer or
Special Servicer, as applicable, considers to be consistent with the Servicing Standard; or (ii) if the Servicer or
Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that immediate action (or
action in a shorter time period) is necessary to comply with the Servicing Standard, the Servicer or Special
Servicer, as applicable, may take any such action without waiting for the Controlling Party’s response. If the
Servicer or Special Servicer, as applicable, does take such action and the Controlling Party objects in writing to
the actions taken within 10 Business Days after being notified of the action and being provided with all
reasonably requested information, the Servicer or Special Servicer, as applicable, must take due account of the
advice and representations made by the Controlling Party regarding any further steps that it considers should be
taken in the interest of the Noteholders and the Subordinate Lenders (as a collective whole, in accordance with
the Servicing Standard, but taking into account the subordination in priority of the Subordinate Debt).
Notwithstanding any right of the Controlling Party to provide any direction to the Servicer or Special
Servicer, or to approve or disapprove of, or right to give direction to or to consent or withhold consent to any
action of the Servicer or Special Servicer, in no event will the Servicer or the Special Servicer, as applicable, be
obliged or permitted to take any action or refrain from taking any action that would violate any law of any
applicable jurisdiction and/or which would be, in the opinion of the Servicer or the Special Servicer, as
applicable, inconsistent with the Servicing Standard or violate any provisions of the Loan Documents or the
Senior Intercreditor Deed. In addition, neither the Servicer nor the Special Servicer shall have any liability to
any other entity for any action taken, or for refraining from taking any action, or for giving any consent, in each
case in accordance with any directions or instructions given by the Controlling Party or a Subordinate Lender to
the Servicer or, as the case may be, the Special Servicer. Where there is a conflict between the opinion of the
Controlling Party and the Servicer or Special Servicer, as applicable, the opinion of the Servicer or Special
Servicer will prevail where, in the reasonable opinion of the Servicer or Special Servicer, as applicable, there is
a conflict with the Servicing Standard and the other terms of the Loan Documents.
Each Noteholder acknowledges and agrees, by its purchase of the Notes, that:
(a) a Controlling Class Representative elected by the Controlling Class may have special relationships and
interests that conflict with those of the holders of one or more classes of the Notes;
(b) a Controlling Class Representative elected by the Controlling Class may act solely in the interests of
the Controlling Class;
(c) a Controlling Class Representative elected by the Controlling Class does not have any duties to any
Noteholders other than the Controlling Class of which it is the representative;
123