Rely on the most comprehensive, up-to-date legal content designed and curated by lawyers for lawyers
Work faster and smarter to improve your drafting productivity without increasing risk
Accelerate the creation and use of high quality and trusted legal documents and forms
Streamline how you manage your legal business with proven tools and processes
Manage risk and compliance in your organisation to reduce your risk profile
Stay up to date and informed with insights from our trusted experts, news and information sources
Access the best content in the industry, effortlessly — confident that your news is trustworthy and up to date.
With over 30 practice areas, we have all bases covered. Find out how we can help
Our trusted tax intelligence solutions, highly-regarded exam training and education materials help guide and tutor Tax professionals
Regulatory, business information and analytics solutions that help professionals make better decisions
A leading provider of software platforms for professional services firms
In-depth analysis, commentary and practical information to help you protect your business
LexisNexis Blogs shed light on topics affecting the legal profession and the issues you're facing
Legal professionals trust us to help navigate change. Find out how we help ensure they exceed expectations
Lex Chat is a LexisNexis current affairs podcast sharing insights on topics for the legal profession
Discuss the latest legal developments, ask questions, and share best practice with other LexisPSL subscribers
In a securitisation case on the interpretation of a servicing agreement in a commercial mortgage-backed securities (CMBS) transaction, the court was asked which party would have the right to require termination of the appointment of the special servicer and the appointment of a successor. The court looked at the interpretation of the contractual documentation rather than the terms of the offering circular.
The Chancery Division was asked in US Bank Trustees Ltd v Titan Europe 2007-1 (NHP) Ltd, a securitisation transaction case, to look at the interpretation of contractual terms which conflicted with terms in the Offering Circular for floating rate notes issued as part of a CMBS transaction. The dispute arose about which party within the structure had the right, on a particular event which related to the valuation of the underlying property portfolio, to appoint a successor servicer to replace the special servicer under the servicing agreement.
After much debate about the interpretation of particular definitions and clauses in three particular transaction documents (the servicing agreement, the intercreditor agreement and the Offering Circular for the CMBS floating rate notes), the court held that Titan Europe 2007-1 (NHP) Limited (the issuer), rather than the representative of a subordinated class of notes, was the party with the right to remove the special servicer and appoint a replacement.
The issuer was a special purpose company set up in Ireland for a CMBS structure as the issuer of floating rate notes. The underlying assets for the securitisation were hundreds of healthcare properties (the property portfolio) in the UK. £638m of floating rate CMBS notes due in 2017 were issued by the issuer in May 2007 in different classes and seniority ranging from Class A Notes to Class E Notes (the Notes). The senior Class A Notes were issued with a face value of
Access this article and thousands of others like it free by subscribing to our blog.
Read full article
Already a subscriber? Login
0330 161 1234