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

Allocation of Charges; Liability for Repairs. Again as in the remainder of the United Kingdom,
commercial property in Scotland is typically let on FRI leases (see further “—Certain Matters of English Law—
Leases—Allocation of Charges; Liability for Repairs”).
Assignation: As noted above under “—Renewal rights”, the Covenants Act (as referred to in “Certain
Matters of English Law—Leases—Sub-Letting and Assignment” above) does not apply in Scotland. Under Scots
law, upon assignation of the tenant’s interest under a lease the liability of the assignor tenant to the landlord
ceases, subject to any express contractual agreement to the contrary. It is not usual for a guarantee from the
outgoing tenant to be obtained in Scotland, it being generally in the power of the landlord to withhold consent to
the assignation if it is not satisfied with the covenant of the proposed assignee.
Set-off Rights. The set-off rights of tenants under leases in Scotland are in general equivalent to those in
England as described above under “—Certain Matters of English Law—Leases—Set-Off Rights”.
Landlords’ Remedies. Leases of commercial property in Scotland generally contain provisions which allow
the landlord to terminate (“irritate”) the lease on the tenant’s insolvency or if there is any breach of tenant’s
obligations under the lease. Irritancy is intended to allow landlords to re-let the premises to a new tenant and it
is therefore important that this remedy remains available. In order to invoke an irritancy the landlord must
comply with the requirements of the Law Reform (Miscellaneous Provisions) (Scotland) Act 1985, which in the
case of a tenant’s failure to pay rent requires the landlord to give the tenant at least fourteen days’ written notice
requiring remedy of the default. In other cases the landlord may enforce the right of irritancy only if in all the
circumstances of the case a “fair and reasonable landlord” would seek to do so and, if the breach is capable of
being remedied, the tenant has been given a reasonable opportunity to do so. Beyond this the courts in Scotland
have discretion to decline to enforce an irritancy if the landlord is acting oppressively, but the burden of proof is
difficult for the tenant to overcome and it cannot do so if there has been any neglect or omission on its part.
Frustration. Under the Scots law principal of rei interitus, a lease will (subject to express agreement to the
contrary between the parties) automatically be terminated if the leased property is destroyed to the extent that it
is no longer tenantable or if an event occurs which otherwise precludes the performance of the parties’ rights
and obligations under the lease. In such circumstances the parties would not thereafter be required to perform
any obligation arising under the lease.
Certain Matters of Northern Irish law
The following is an outline of certain aspects of Northern Irish law and practice relevant to lending on a
secured basis over certain property and assets in Northern Ireland and to the security for the Libra Whole Loan
so far as constituted over such property and assets. This is not a complete summary of currently applicable
Northern Irish law of practice, and should not be treated as a substitute for professional advice. Prospective
Noteholders who are in any doubt as to any matter described in this Offering Circular should consult their own
professional advisers.
Security Under Northern Irish Law
Mortgages or Charges. Northern Irish law security over real property typically takes the form of fixed legal
mortgage or fixed legal charge. Title to most property in Northern Ireland is either registered in the Registry of
Deeds or the Land Registry of Northern Ireland. Legal mortgages and legal charges over real property in
Northern Ireland created by Northern Irish companies (or a foreign incorporated company having a place of
business in Northern Ireland) must be registered at Companies Registry and also at the Registry of Deeds and/or
the Land Registry. Northern Irish legal mortgages and legal charges over real property held in Northern Ireland
created by companies not incorporated in Northern Ireland must be registered in the Slavenburg Register,
Companies Registry, Belfast and also at the Registry of Deeds and/or the Land Registry of Northern Ireland.
Failure to register the legal mortgage or legal charge at either the Registry of Deeds or the Land Registry of
Northern Ireland will result in the legal mortgage or legal charge being a mere equitable mortgage or charge
over which subsequent legal mortgages or charges will take priority. Failure to register at the Companies
Registry will result in the legal mortgage or legal charge being enforceable against a liquidator or administrator
and any creditor of the mortgagor or chargor.
Security over rent. Fixed security may be crated over the rents payable under any lease or sub-lease of a
property in Northern Ireland by means of a separate assignment of rent. The requirements noted above under
“Mortgages or Charges” in relation to registration in Companies Registry apply also to assignments of rent.
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