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

including financing relationships, with the equity owners of the Borrower under the Libra Whole Loan. Such
activities and relationships may create conflicts of interest for a Servicing Entity in its servicing of the Libra
Whole Loan.
Although the potential for a conflict of interest exists in these circumstances, pursuant to the terms of the
Servicing Agreement, the Servicer and the Special Servicer have agreed to act in accordance with the Servicing
Standard which would require them to service such loans without regard to such affiliation.
Conflicts Between the Interests of the Holders of the Notes and the Controlling Class Representative: As
described herein, under certain circumstances, the Controlling Class will be entitled to appoint a Controlling
Class Representative (which may be the Controlling Class (or any member of the Controlling Class)) with
respect to the Libra Whole Loan. Prior to the Servicer or Special Servicer making certain modifications with
respect to the Libra Whole Loan, the Servicer or Special Servicer, as the case may be, will be required to obtain
the approval of the Controlling Class Representative if it is the Controlling Party.
Investors in the Notes should consider that a Controlling Class Representative may and, in certain events,
will, have interests that conflict with those of the Noteholders and may oppose actions that would benefit the
holders of the Notes. However, where there is a conflict between the opinion of the Controlling Class
Representative and the Servicer or the Special Servicer, as the case may be, the opinion of the Servicer and the
Special Servicer will prevail where in the reasonable opinion of the Servicer and the Special Servicer, there is a
conflict with the Servicing Standard and the other terms of the Servicing Agreement, notwithstanding their
consultation with a Controlling Class Representative.
Rights of the Controlling Party: The Controlling Party will have the right to remove and replace the Special
Servicer upon the occurrence of a Servicing Transfer Event and in some instances approve certain actions with
respect to the Libra Whole Loan in the event that the Libra Whole Loan becomes a Specially Serviced Loan
including, among other things, any enforcement of the Libra Whole Loan, the appointment of a receiver,
modifications, waivers and amendments of any monetary terms of the Libra Whole Loan, the release of any
security, the release of the Borrower’s obligations under the relevant Credit Agreement and actions taken on the
Properties with respect to environmental matters. The Special Servicer will not be required to follow any such
direction that would cause it to violate the Servicing Standard. There can be no assurance that any directions
provided by the Controlling Party will ultimately maximise the recovery on the Libra Whole Loan. Because the
Controlling Party will represent a junior class of Notes or a Subordinate Lender, the Controlling Party will have
interests that may conflict with those of the other Noteholders in respect of a Specially Serviced Loan.
However, 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 Loan Documents. See “Servicing—The Controlling Party”.
Conflicts Between Affiliates of the Manager and the Issuer: Conflicts of interest between affiliates of the
Manager and the Loan Arranger that engage in the acquisition, development, operation, financing and
disposition of commercial property, on one hand, and the Issuer, on the other hand, may arise because such
affiliates will not be prohibited in any way from engaging in business activities similar to or competitive with
those of the Borrower. Affiliates of the Manager and the Loan Arranger intend to continue to actively acquire,
develop, operate, finance and dispose of property-related assets in the ordinary course of their business. During
the course of their business activities, affiliates of the Manager and the Loan Arranger may acquire, own or sell
properties or finance mortgage loans secured by properties which are in the same markets as the Properties. In
such a case, the interests of such affiliates may differ from and compete with the interests of the Issuer, and
decisions made with respect to such assets may adversely affect the amount and timing of distributions with
respect to the Notes. In addition, the Manager and their respective affiliates may have business, lending or other
relationships with, or equity investments in, obligors under loans or tenants and conflicts of interest could arise
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