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

enforcement of security interests is prevented. Four of the Property Owners, which own Overriding Leases in
Properties representing 79.6 per cent. of the Cut-Off Date Securitised Loan Principal Balance based upon the
aggregate Cut-Off Date Allocated Loan Amount, are incorporated in Jersey and three of the Property Owners,
two of which own the shares in the four Jersey incorporated Property Owners and one of which owns an
Overriding Lease of a freehold Property located in Northern Ireland, are incorporated in the Cayman Islands.
Under Article 49(1) of the Bankruptcy (Désastre) (Jersey) Law 1990, as amended, the Royal Court of Jersey
may, to the extent it thinks fit, assist the courts of a relevant country or territory in all matters relating to the
insolvency of a person, and when doing so may have regard to the extent it considers appropriate to the
provisions for the time being of any model law on cross border insolvency prepared by the United Nations
Commission on International Trade Law. The definition of a “relevant country or territory” is, under Article
49(4) of the Bankruptcy (Désastre) (Jersey) Law 1990, as amended, a country or territory prescribed by the
Minister for Economic Development. Pursuant to the Bankruptcy (Désastre) (Jersey) Order 2006, the United
Kingdom was included as one of the prescribed countries and territories for the purpose of Article 49(4) of the
Bankruptcy (Désastre) (Jersey) Law 1990, as amended. Accordingly the Royal Court of Jersey in relation to
insolvency law in Jersey may assist the courts of the United Kingdom having a corresponding jurisdiction.
Although in certain cases the Borrower and Property Owners are special purpose vehicles which are restricted
from entering into other transactions and are, therefore, unlikely to be subject to insolvency proceedings
instituted by third parties, in one case the relevant Property Owner, Propco 10, is not a special purpose vehicle.
England, Scotland and Northern Ireland—Enforcement of Security Upon the Administration, Insolvency or
Bankruptcy of Charging Entity: There are three principal methods of enforcing English law non-possessory
security: foreclosure, orders of sale and receivership. The same methods of enforcement are available in
relation to Scottish non-possessory security also, although their application varies considerably in detail. The
remedy of foreclosure is not available in Northern Ireland. The other two methods are available in relation to
Northern Irish non-possessory security although, as in Scotland, their application varies in the detail.
Enforcement during English Administration Proceedings of Entity. The effect of the statutory moratorium
in an English administration proceeding of a company from the lender’s perspective is that he is unable to
enforce the security granted by such entity for the duration of the administration without the leave of the court or
the consent of the administrator. This might compromise the interests of the secured creditor. For example, an
administrator may decide that it is in the best interests of the creditors of the borrower to delay the sale of the
secured assets. Also, the administrator will have the ability to sell property subject to security in favour of the
creditors, but must account to the creditor for the proceeds. Therefore, in the event that the Borrower were to
become the subject of an English administration proceeding, there could be a delay in enforcement of security
which may in turn lead to a reduction in value of the realisation amount paid over to a secured creditor.
Enforcement of Security during English Liquidation of Entity. When a winding up order has been made by
a court in respect of an English company or a provisional liquidator has been appointed, no action or proceeding
shall be proceeded with or commenced against the company or its property, except with leave of the court and
subject to such terms as the court may impose. Specific court orders can be obtained to stay any actions or
proceedings brought against the English company and its property. However, the rights of secured creditors are
unaffected and they may still enforce their security rights, for example by the appointment of a receiver over
specific property or assets of the company. There can, however, be no assurance that no delay will arise in
connection with the appointment of a receiver, which could have a negative effect on the amount realised by
enforcement of the security.
Enforcement of Security in England Upon Foreign Insolvency. The English courts may elect to exercise
the powers and discretions they have with respect to an insolvent company incorporated in England and Wales
in respect of a foreign company, provided that they receive a request for assistance from the courts of a
“relevant country or territory” having jurisdiction over the foreign company. A “relevant country or territory”
includes Jersey and the Cayman Islands.
The English courts also have, in certain circumstances, jurisdiction to make a winding-up order in respect of
an insolvent foreign company that does not have its “centre of main interests” in the European Union (so that the
Regulation (as defined below) does not apply). For example, the English courts may make a winding-up order
in respect of an insolvent “unregistered company”, being a company not incorporated in England and Wales.
By contrast, save in limited circumstances, the English courts do not have jurisdiction to make an
administration order in respect of an insolvent foreign company that does not have its “centre of main interests”
in the European Union. Also, such a company may not be subject to a company voluntary arrangement.
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