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

the Libra Loan by the Special Servicer pursuant to the Purchase Option (however, a Liquidation Fee will be
payable where a party other than the Special Servicer acquire(s) a Specially Serviced Loan by way of the
Purchase Option) or (iii) the purchase of the Libra Loan by the Special Servicer or the Servicer in the event the
aggregate outstanding principal balance of the of the Libra Loan is reduced to below 10 per cent. of the
aggregate outstanding balance of the Libra Loan as at the Closing Date, (iv) the repurchase of (or participation
in) the Libra Loan by the Loan Arranger pursuant to the Loan Sale Agreement or (v) any other event specified
in the Servicing Agreement pursuant to which the Liquidation Fee is not payable. Although the Liquidation Fee
is intended to provide the Special Servicer with an incentive to perform its duties better, the payment of any
Liquidation Fee will reduce amounts payable to the Noteholders.
In addition, with respect to any Specially Serviced Loan that becomes a Corrected Loan, a “Workout Fee”
will generally be payable to the Special Servicer, for so long as the Libra Whole Loan remains a Corrected
Loan. The Workout Fee will be calculated by application of a “Workout Fee Rate” equal to 0.4000 per cent.
(plus VAT, if applicable) to each collection of interest and principal in respect of the Libra Whole Loan received
for so long as it remains a Corrected Loan. The Workout Fee will cease to be payable if the Corrected Loan
again becomes a Specially Serviced Loan but will become payable again if and when the Libra Whole Loan
again becomes a Corrected Loan.
The Servicer and the Special Servicer will also be entitled to receive, as additional servicing compensation,
to the extent permitted by applicable law and the related Loan Documents, Loan service transaction fees
(excluding any Prepayment Charges), and any assumption fees, substitution fees or loan modification fees, in
each case to the extent received and not required to be deposited or retained in the Collection Account pursuant
to the Servicing Agreement.
The Servicer and the Special Servicer will be required to pay their respective overhead costs and any
general and administrative expenses incurred by them in connection with their servicing activities under the
Servicing Agreement and will, in general, not be entitled to reimbursement for such expenses. However, on
each Payment Date, the Servicer and the Special Servicer is entitled to be reimbursed (with interest thereon at
the Reimbursement Rate) in respect of certain out-of-pocket costs, expenses and charges properly incurred by it
in the performance of its servicing obligations. Such costs and expenses are payable by the Issuer and the
Subordinate Lenders on the Payment Date following the Loan Interest Period during which they are incurred by,
the Servicer or the Special Servicer, as applicable, or in the case of fees and expenses which are paid directly by
the Borrower, on the date which such fees and expenses are collected from the Borrower.
The Servicing Fee, the Special Servicing Fee, the Liquidation Fee, the Workout Fee and other amounts
payable by the Issuer and the Subordinate Lenders to the Servicer and the Special Servicer) are payable in
priority to the Notes and to amounts due to the Issuer or the Subordinate Lenders, both before and after the
enforcement of the Issuer Security. This order of priority has been agreed with a view to procuring the
continuing performance by the Servicer and the Special Servicer of its duties at all times while the Notes are
outstanding.
Termination of Appointment of Servicer or Special Servicer
The Note Trustee may terminate the Servicer’s or Special Servicer’s appointment under the Servicing
Agreement (with notice to the Rating Agencies) upon the occurrence of a termination event in respect of that
entity including, inter alia, a default in the payment on the due date of any payment to be made by it under the
Servicing Agreement or, in certain circumstances, a default in performance of any of its other material
covenants or obligations under the Servicing Agreement or the occurrence of certain insolvency related events
in relation to it.
On the termination of the appointment of the Servicer or the Special Servicer by the Note Trustee, the Note
Trustee may, subject to certain conditions (including confirmation from the Rating Agencies that no Adverse
Rating Event will occur as a result thereof), appoint a substitute servicer or substitute special servicer. If the
appointment of the Special Servicer is terminated in respect of the Libra Whole Loan (otherwise than by reason
of the Libra Whole Loan ceasing to be a Specially Serviced Loan) and a successor is not appointed in
accordance with the Servicing Agreement, the Special Servicer in respect of the Libra Whole Loan shall
continue the duties and obligations of the Special Servicer until such time as a successor is appointed in
accordance with the Servicing Agreement.
Each of the Servicer and the Special Servicer may terminate its appointment upon not less than three
months’ notice to each of the Issuer, the Note Trustee, the Servicer and the Special Servicer (whichever are not
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