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

CASH MANAGEMENT
Cash Manager
Pursuant to an agreement to be entered into on or prior to the Closing Date between, inter alios, the Issuer,
the Servicer, the Special Servicer, the Note Trustee, the Cash Manager and the Operating Bank (the “Cash
Management Agreement”) each of the Issuer and the Note Trustee will appoint ABN AMRO Bank N.V.
(London Branch) (in its capacity as both the “Cash Manager” and the “Operating Bank”) to be its agent to
provide certain cash management services (the “Cash Management Services”) and certain bank account
services. The Cash Manager will undertake with the Issuer and the Note Trustee that in performing the services
to be performed and in exercising its discretion under the Cash Management Agreement, the Cash Manager will
perform such responsibilities and duties diligently and in conformity with the Issuer’s obligations with respect to
the transaction and that it will comply with any directions, orders and instructions which the Issuer or the Note
Trustee may from time to time give to the Cash Manager in accordance with the provisions of the Cash
Management Agreement.
Operating Bank and Issuer’s Accounts
Pursuant to the Cash Management Agreement, the Operating Bank will open and maintain (a) the
Collection Account; (b) the Class X Account; and (c) the Class V Account (together, the “Issuer Accounts” and
each, an “Issuer Account”) and the Issuer Share Capital Proceeds Account, each in the name of the Issuer. The
Operating Bank has agreed to comply with any direction of the Cash Manager or the Note Trustee to effect
payments from the Issuer Accounts if such direction is made in accordance with the mandate governing the
applicable account. In addition, pursuant to the Cash Management Agreement the Operating Bank will open
and maintain the Libra Tranching Account.
Calculation of Amounts and Payments
Under the Servicing Agreement, the Servicer is required to identify funds paid under the Credit Agreement
and any Related Security, as principal, interest and other amounts due thereunder in accordance with the
interests of the Issuer. The Servicer will advise the Cash Manager of these determinations and the Cash
Manager will allocate funds accordingly. In addition, all P&I Advances made by the Advance Provider or the
Backup Advance Provider under the Servicing Agreement (other than Advances in respect of the Libra Whole
Loan which will be paid into the Libra Tranching Account) will be paid into the Collection Account. Once such
funds have been credited to the Collection Account, the Cash Manager is required to apply such funds in
accordance with the Deed of Charge and Assignment and the Cash Management Agreement, each as described
below.
The Cash Manager will be authorised to invest any available funds standing to the credit of the Collection
Account, the Class X Account and the Class V Account in Permitted Investments, in accordance with the
provisions of the Cash Management Agreement. All amounts earned on such investments of amounts held in
the Collection Account, the Class X Account and the Class V Account will be deposited in the Class V Account
(other than amounts earned in respect of prepayments (including Break Costs) or liquidation proceeds which
will form part of Available Funds). All amounts earned on investments of amounts held in the Libra Tranching
Account will be transferred to the Collection Account to be included in Available Funds.
The Cash Manager is required to determine, from information provided by the Servicer, the various
amounts required to pay interest and principal due on the Notes on the forthcoming Payment Date and all other
amounts then payable by the Issuer and the amounts available to make such payments. In addition, the Cash
Manager will calculate the Principal Amount Outstanding and the Note Factor for each class of Notes for the
Interest Accrual Period commencing on the next following Payment Date and the amount of each principal
payment (if any) due on each class of Notes on the next following Payment Date, in each case pursuant to
Condition 6(e) (Principal Amount Outstanding and Note Factor).
The Cash Manager will from time to time pay, on behalf of the Issuer all Periodic Expenses and all other
expenses of the Issuer. The Cash Manager will also pay on behalf of the Issuer (in accordance with the advice
of the Servicer) any amounts owing to the Loan Seller.
The Cash Manager will make all payments required to carry out an optional redemption of Notes pursuant
to Condition 6(c) (Mandatory Redemption for Tax Reasons) or Condition 6(d) (Mandatory Redemption upon
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