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

Provider or the Backup Advance Provider, as applicable, for payment previously advanced, in connection with
the operation and management of that Property, generally will be applied by the Servicer as if received on the
predecessor Libra Whole Loan.
If the mortgage or standard security is enforced and a Property is sold, the net proceeds of sale (after
payment of the costs and expenses of the sale, including any Liquidation Fees payable in connection therewith)
will, together with any amount payable to the Borrower on any related insurance contracts (to the extent such
amounts may be applied in repayment of the Libra Whole Loan), be applied against the sums owing from the
Borrower to the extent necessary to repay the Libra Whole Loan and the related costs. For more discussion on
enforcement procedures, see “Certain Aspects of the Libra Loan” below.
Modifications, Waivers, Amendments, Consents and Substitutions
The Servicer or, in the case of a Specially Serviced Loan the Special Servicer, will be responsible for
responding to requests by the Borrower for consent to modifications or waivers to the Credit Agreement and
other Loan Documents, subject to the rights of the Controlling Party and PIK Facility Lender as described under
“Rights of the Controlling Party” and “Certain characteristics of the Libra Loan and Properties—PIK Facility
Intercreditor Deed—Rights of the PIK Facility Lender” above.
The Security Agent is required to provide the Servicer or Special Servicer, as applicable, with any request
by the Borrower made to the Security Agent rather than the Servicer or the Special Servicer for a modification,
waiver or amendment of the Credit Agreement within three Business Days of receipt of such request together
with any relevant information relating to such request which may be reasonably required by the Servicer or
Special Servicer, as the case may be, to perform its obligations under the Servicing Agreement.
With respect to requests for consents, modifications, waivers or amendments not contemplated by the Loan
Documents, the Servicer or Special Servicer, as appropriate, may exercise its discretion and agree to the request
provided that:
(a) the granting of consent would be in accordance with the Servicing Standard; and
(b) the consent if granted:
(i) would, in the reasonable opinion of the Servicer or, as the case may be, the Special Servicer, not
have a material adverse effect on the interests of Noteholders and any Subordinate Lender (as a
collective whole but taking into account the subordination in priority of the Subordinate Debt); or
(ii) would, in the reasonable opinion of the Servicer or, as the case may be, Special Servicer, produce
an aggregate greater recovery to the Noteholders and any Subordinate Lender (as a collective
whole but taking into account the subordination of the Subordinate Debt) on a net present value
basis than liquidation of the related Property, as determined by the Servicer or Special Servicer, in
accordance with the Servicing Standard; or
(iii) has been the subject of written confirmation from S&P and Fitch, that an event that would cause
the downgrade, qualification or withdrawal of the then current ratings of any class of Notes (such
an event, an “Adverse Rating Event”) would not occur as a result, unless the Note Trustee, acting
on instructions of each class of Noteholders whose Notes would be subject to an Adverse Rating
Event, has confirmed that such consent may be given.
Notwithstanding the above, no modification, waiver or amendment may be made to any of the Loan
Documents that would:
(a) require the making of a further advance to the Borrower or Obligor; or
(b) extend the Loan Maturity Date beyond the date that is seven years before the Maturity Date of the
Notes without the consent of each class of Noteholders by way of Extraordinary Resolution; or
(c) extend the Loan Maturity Date to a date that is less than ten years from the expiry of any headlease
without the consent of all the Noteholders of every class or receipt of confirmation from S&P
(following notification to all Rating Agencies) that there will not be an Adverse Rating Event; and
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