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

See “Servicing—Advancing” below.
Controlling Class and Controlling Party
Controlling Class ....................................... The “Controlling Class” of Notes will be the most junior class of
Notes (other than the Class X Notes or the Class V Notes)
outstanding from time to time; provided, however, that such class
of Notes’ Proportion Ratio is not less than 25 per cent. of its
Proportion Ratio as of the Closing Date, as determined by the Cash
Manager. If no class satisfies this requirement, the Controlling
Class will be the most junior class of Notes then outstanding (other
than the Class X Notes and the Class V Notes). The Note Trustee
shall determine which class of Notes meets the Controlling Class
Test and shall notify the Servicer and Special Servicer accordingly.
The “Proportion Ratio” for any class of Notes as of any date of
calculation is the ratio of its Principal Amount Outstanding to the
Principal Amount Outstanding of all of the Notes. The majority
holders of the Controlling Class will have the right to appoint the
Controlling Class Representative. Initially the Class E Notes will
be the Controlling Class.
The Conditions and the Servicing Agreement permit the majority
holders of the Controlling Class to appoint a representative (the
“Controlling Class Representative”) to represent the interests of
the Controlling Class, with such appointment effective upon
written notice being given to each of the Issuer, the Note Trustee,
the Servicer and the Special Servicer.
Controlling Party ....................................... The “Controlling Party” means (i) for as long as no Control
Valuation Event is continuing, the Representative for the B4 Loan;
(ii) for as long as a Control Valuation Event for the B4 Loan (a “B4
Loan Control Valuation Event”), but no other Control Valuation
Event, is continuing, the Representative for the B3 Loan; (iii) for as
long as a B4 Loan Control Valuation Event and a Control
Valuation Event for the B3 Loan (a “B3 Loan Control Valuation
Event”), but no other Control Valuation Event, are continuing, the
Representative for the B2 Loan; (iv) for as long as a B4 Loan
Control Valuation Event, a B3 Loan Control Valuation Event and a
Control Valuation Event for the B2 Loan (a “B2 Loan Control
Valuation Event”), but no other Control Valuation Event, are
continuing, the Representative for the B1 Loan; (v) for as long as a
B4 Loan Control Valuation Event, a B3 Loan Control Valuation
Event, a B2 Loan Control Valuation Event and a Control Valuation
Event for the B1 Loan (a “B1 Loan Control Valuation Event”),
but no other Control Valuation Event, are continuing, the
Representative for the B0-2 Loan; (vi) for as long as a B4 Loan
Control Valuation Event, a B3 Loan Control Valuation Event, a B2
Loan Control Valuation Event, a B1 Loan Control Valuation Event,
and a Control Valuation Event for the B0-2 Loan (a “B0-2 Loan
Control Valuation Event”), but no other Control Valuation Event,
are continuing, the Representative for the B0-1 Loan; (vii) for as
long as a B4 Loan Control Valuation Event, a B3 Loan Control
Valuation Event, a B2 Loan Control Valuation Event, a B1 Loan
Control Valuation Event, a B0-2 Loan Control Valuation Event,
and a Control Valuation Event for the B0-1 Loan (a “B0-1 Loan
Control Valuation Event”), but no other Control Valuation Event,
are continuing, the Controlling Class Representative.
Rights of the Controlling Party.................. The Servicing Agreement will provide, among other things, that the
Controlling Party will have no ability to take direct action in
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