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

deemed to be a Specially Serviced Loan (but solely to the extent that the Servicing Transfer Event relates
specifically to the matters being cured) or accelerated, nor will enforcement action in relation to the Libra
Whole Loan be taken; and (iii) no Special Servicing Fee will accrue on the Libra Whole Loan. If a Subordinate
Lender makes a cure payment, it will be reimbursed after amounts due on the Senior Debt have been paid.
In no event will any Subordinate Lender’s cure rights limit the rights of the Servicer or the Special Servicer
to issue default notices to, and seek payment from, the Borrower and any other Obligor under the Libra Whole
Loan or prevent the Issuer from collecting default interest or late charges from the Borrower or sending a notice
of default to the Borrower.
Purchase Right of Subordinate Lenders: If a Purchase Event of Default occurs with respect to the Libra
Whole Loan, the Subordinate Lenders may purchase any portion of the Libra Whole Loan ranking more senior
to that Subordinate Lender’s loan, including, the Senior Debt from the Issuer, in an amount equal to the
principal amount thereof, together with accrued but unpaid interest thereon, outstanding expenses, plus any
amount of outstanding Servicing Advances made with respect to the Libra Loan and all accrued and unpaid
Servicing Fees or Special Servicing Fees allocable to the Libra Loan. For these purposes, a “Purchase Event of
Default” means (i) the occurrence of a Servicing Transfer Event as a result of a payment Loan Event of Default
(pursuant to item (b) of the definition of Servicing Transfer Event); (ii) an insolvency Loan Event of Default,
after the occurrence of any event that causes the Libra Whole Loan to become a Specially Serviced Loan; (iii)
the commencement of enforcement proceedings by or on behalf of the lenders; (iv) the relevant Subordinate
Lender ceasing to be the Controlling Party with regard to the Libra Whole Loan or (v) an acceleration of the
Libra Whole Loan.
Rights of Controlling Party: The Servicer and Special Servicer will, prior to the occurrence of a
Subordinate Lender Control Valuation Event, be required to obtain the consent of the relevant Controlling Party
prior to making certain modifications to the terms of, or take actions in respect of, the Libra Whole Loan.
However, no right of a Controlling Party to consent to a particular matter can oblige the Servicer or Special
Servicer to refrain from taking any action that would violate the law of any relevant jurisdiction or be, in the
reasonable opinion of the Servicer or the Special Servicer, as applicable, inconsistent with the Servicing
Standard. See “Servicing—The Controlling Party” below. 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, or for refraining from giving any consent 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.
Transfer of Subordinate Debt: A Subordinate Lender may not transfer its interest in any Subordinate Debt
(or any part thereof) to any person unless the transferee accedes to the Senior Intercreditor Deed and the
transferee is a qualifying lender under the Senior Intercreditor Deed.
PIK Facility Intercreditor Deed
General: On 15 January 2007 an intercreditor deed (a “PIK Facility Intercreditor Deed”) was entered
into between the lenders under the Libra Whole Loan and the lenders under the PIK Facility Loan. The Issuer
has acceded to the PIK Facility Intercreditor Deed.
Subordination: Amounts due under the PIK Facility Loan are structurally subordinate to all payments due
under the Libra Whole Loan. No amounts will be paid on the related PIK Facility Loan unless and until all
amounts due on the Libra Whole Loan have been paid.
Enforcement Rights: The charge over the Shares of the Borrower jointly secures the lenders under the Libra
Whole Loan and the PIK Facility Loan. Pursuant to the terms of the PIK Facility Intercreditor Deed and subject
to this share charge having become enforceable before debt due in respect of the Libra Whole Loan is
discharged and subject to certain other conditions set out in the PIK Facility Intercreditor Deed, the Security
Agent is permitted to give effect to any instructions it may receive from the majority of the PIK Facility Lenders
to enforce this share charge. Otherwise, prior to the date on which the debt under the Libra Whole Loan has
been discharged, the PIK Facility Lenders have undertaken in the PIK Facility Intercreditor Deed not to enforce
the debt due under the PIK Facility Loan or take or omit to take any action whereby the ranking and/or the
subordination of the debt under the PIK Facility Loan may be impaired.
While the Security Agent and the Lenders of the Libra Whole Loan will be prevented from enforcing
against the share charge should the PIK Facility Lender already have instructed the Security Agent to do so,
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