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

Floating Charge. Under Northern Irish law, a floating charge may be granted by any incorporated company
over all or any specified existing and future assets. In general, the features of and limitations on floating charges
as described under “Certain Matters of English Law—Floating Charge” above in relation to English law apply
equally in Northern Ireland.
Limitations on Taking Security
Registration. A fixed mortgage or charge over property in Northern Ireland created by a company
incorporated in Northern Ireland (or a foreign incorporated company which has a place of business in Northern
Ireland) which has been registered at the Companies Registry within 21 days of the creation of such mortgage or
charge and, if it is secured over land, at the Registry of Deeds or at the Land Registry of Northern Ireland (as
applicable) will take priority over subsequent fixed mortgages or charges, any floating charges and all unsecured
creditors, including preferred creditors and, in the event of a liquidation, will also take priority over the
liquidator’s costs. The holder of a floating charge will take priority over unsecured creditors, but will rank
behind all prior and subsequent fixed charges, the preferential creditors and the unsecured creditors’ fund (as
described under “Certain Matters of English Law—Floating Charge” above). In addition, a floating charge
which has been registered at Companies Registry within 21 days of its execution will take priority over
subsequent floating charges and all unsecured creditors (other than preferential creditors and the unsecured
creditors’ fund).
As Northern Irish law allows 21 days from the date of creation of a charge for it to be registered at
Companies Registry, there always remains a possibility that at the time of creation of a charge a prior charge
may be in existence which has not been registered (although in the case of a fixed charge over land such prior
charge will be disclosed by the Registry of Deeds or the Land Registry of Northern Ireland (as applicable). If
such a prior unregistered charge is registered at Companies Registry within its 21 day period it will take priority
over the subsequent mortgage/charge even if the subsequent mortgage/charge has been registered first.
Enforcement of Security
Enforcement of Security Prior to Administration, Insolvency or Bankruptcy of Charging Entity. There are
two principal methods of enforcing Northern Irish non-possessory security: orders of sale and receiverships.
These methods are in general equivalent to those in England described above under “Certain Matters of English
Law—Enforcement of Security—Enforcement of Security Prior to Administration, Insolvency or Bankruptcy of
Charging Entity”.
Enforcement of Security Upon the Administration, Insolvency or Bankruptcy of Charging Entity. The
enforcement of security is in general equivalent to the enforcement in England described above under “Certain
Matters of English Law—Enforcement of Security Upon the Administration, Insolvency or Bankruptcy of
Charging Entity”.
Compulsory Purchase: The enforcement of security is in general equivalent to the enforcement in England
described above under “Certain Matters of English Law—Enforcement of Security Upon the Administration,
Insolvency or Bankruptcy of Charging Entity”.
Frustration: The enforcement of security is in general equivalent to the enforcement in England described
above under “Certain Matters of English Law—Enforcement of Security Upon the Administration, Insolvency or
Bankruptcy of Charging Entity”.
Leases
Duration. As described above under “Certain Matters of English Law—Leases—Duration”, commercial
leases of property in the United Kingdom are typically entered into for a fixed term, which is usually ten to
fifteen years.
Renewal Rights
In Northern Ireland commercial tenants have protection of security of tenure under The Business Tenancies
(Northern Ireland) Order 1996.
The central tenet of the legislation is to give business tenants in Northern Ireland a measure of security of
tenure — if they want it. Unlike in England, in Northern Ireland, landlords cannot contract out of renewing
business tenants’ tenancies.
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