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

connection with a workout. In addition, the Purchase Option with respect to a Specially Serviced Loan held by
any person will terminate upon the exercise of the Purchase Option by any other holder of a Purchase Option.
Notwithstanding the above, with respect to the Libra Whole Loan, after the occurrence of a Purchase Event
of Default under the Libra Whole Loan, the Senior Intercreditor Deed provides that the Subordinate Lender will
have the right (which will take priority over any Purchase Option right) to purchase the Libra Loan for a price
equal to par plus accrued interest plus all other outstanding amounts under the Libra Loan and any outstanding
costs or expenses of the Issuer relating to the Libra Loan (as more fully described under “Certain
Characteristics of the Libra Loan and the Properties—Senior Intercreditor Deed—Purchase Rights of
Subordinate Lenders” above). The Servicing Agreement provides that the Servicer or Special Servicer will be
required to deliver notice to the related Subordinate Lender upon the occurrence of a Purchase Event of Default
under the Libra Whole Loan. The Purchase Option will expire upon any option to purchase the Libra Loan
being exercised by a Subordinate Lender.
Notwithstanding anything contained herein to the contrary, the Servicing Agreement will provide that the
Special Servicer will not cause the Issuer or the Note Trustee to obtain title to a Property related thereto as a
result of or in lieu of foreclosure or otherwise, and will not otherwise acquire possession of, or take any other
action with respect to, any Property related thereto if, as a result of any such action, the Note Trustee, the Issuer
or the Noteholders would be considered to hold title to, to be a “mortgagee-in-possession” or “heritable creditor
in possession” of, or to be an “owner” or “operator” of, such Property within the meaning of the relevant local
law unless the Special Servicer has (a) coordinated with the Issuer to ensure title to the Property will be obtained
only through a specially formed subsidiary and (b) has previously determined, based on an environmental
survey prepared by an independent person who regularly conducts environmental surveys, that: (i) such Property
is in compliance with applicable local environmental laws or, if not, after consultation with an environmental
consultant that it would be in the best economic interest of the Noteholders and any Subordinate Lender (as a
collective whole, but taking into account the subordination in priority of the Subordinate Debt) to take such
actions as are necessary to bring such Property in compliance with applicable local environmental laws and (ii)
there are no circumstances present at such Property relating to the use, management or disposal of any
hazardous materials for which investigation, testing, monitoring, containment, clean-up or remediation could be
required under any currently applicable local law or regulation, or that, if any such hazardous materials are
present, for which such action could be required, after consultation with an environmental consultant it would be
in the best economic interest of the Noteholders and any Subordinate Lender (as a collective whole, but taking
into account the subordination in priority of the Subordinate Debt) to take such actions with respect to the
affected Property.
The Special Servicer is required to use efforts consistent with the Servicing Standard to solicit bids for each
Property that it holds in lieu of the Libra Whole Loan (whether as a result of enforcement or otherwise) (each,
an “MIP Property”) in such manner as will be reasonably likely to realise a fair price prior to the Maturity
Date. Such solicitation is required to be made in a commercially reasonable manner. The Special Servicer shall
manage, conserve, protect and operate each MIP Property for the Issuer, any related Subordinate Lender and the
Note Trustee, solely for the purpose of its prompt disposition and sale (which shall not be later than three years
from the date such MIP Property is acquired) in accordance with the Servicing Agreement. The Special
Servicer is required to accept the highest cash bid received from any person for such MIP Property in an amount
at least equal to par plus accrued interest plus all other outstanding amounts under the related Libra Whole Loan
and any outstanding expense of the Issuer relating to the Libra Whole Loan; provided, however, that in the
absence of any such bid, the Special Servicer must accept the highest cash bid received from any person that is
determined by the Special Servicer to be a fair price for such MIP Property. If the Special Servicer reasonably
believes that it will be unable to realise a fair price for any MIP Property, then the Special Servicer must dispose
of such MIP Property upon such terms and conditions as it deems necessary and desirable to maximise the
recovery thereon under the circumstances and, in connection therewith, is required to accept the highest
outstanding cash bid.
For purposes of calculating distributions on, and allocations of NAI to, the Notes, as well as for purposes of
calculating the Servicing Fee and the Special Servicing Fee payable each quarter, each MIP Property will be
treated as if there exists with respect thereto an outstanding loan (a “MIP Loan”), and all references to the Libra
Whole Loan in this Offering Circular, when used in that context, will be deemed to also be references to or to
also include, as the case may be, a MIP Loan. A MIP Loan will generally be deemed to have the same
characteristics as its actual predecessor Libra Whole Loan, including the same Loan Interest Rate and the same
unpaid principal balance. Amounts due on the predecessor Libra Whole Loan, including any portion of it
payable or reimbursable to the Servicer, will continue to be “due” in respect of the MIP Loan; and amounts
received in respect of the related MIP Property, net of payments to be made, or reimbursement to the Advance
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