GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
swap counterparties, liquidity providers, etc), by operation of law. Finally, the Company Law imposes the organisation of the noteholders into a group and the appointment of a “bondholder agent” (see 2.7 Bond/Note Trustees ). 3. Documentation 3.1 Bankruptcy-Remote Transfer of Financial Assets A securitisation transaction customarily includes the following elements. • A sale agreement (usually under English Law) between the seller and the SPE, which contains the contractual terms and condi - tions of the sale. This agreement typically includes the agreement to sell and purchase the receivables, the agreed consideration, the conditions precedent, completion and post- closing actions, representations and warran - ties, indemnity clauses and general clauses regarding the language and jurisdiction, whereas the parties usually choose to annex in pre-agreed form any documentation to be used on the execution of the agreement – namely the Greek law assignment agreement (see below) and any powers of attorney. • A transfer (assignment) agreement under Greek law between the seller and the SPE, with the minimum content required by law – namely the counterparties, the purchase price (with reference to the respective clause in the sale agreement) and a short description of the receivables and jurisdiction clauses. A list of the receivables (with the description of the receivable, its nominal value and its related rights) is annexed to the agreement. In accordance with the Securitisation Law, a summary of the assignment agreement must be
registered in the public registry book of Article 3 of Greek Law 2844/2000 kept with the pledge registry of the registered seat of the seller in order to effect a bankruptcy-remote transfer of financial assets to the SPE (see 6.1 Insolvency Laws ). Following the entry into force of the rele - vant provisions of Greek Law 5123/2024 (see 1.3 Applicable Laws and Regulations ) the summary of the assignment agreement will be registered with the new single electronic pledge registry which will operated by the Hellenic Cadastre. 3.2 Principal Warranties Principal warranties used in securitisation docu - mentation typically include: • corporate warranties of the seller and SPE regarding their good standing and their power to enter into the transaction; and • warranties in relation to the underlying assets. Any party breaching corporate warranties is typi - cally obliged to indemnify the other party against any losses and damages, including any costs. In the case of a breach of the warranties in rela - tion to the underlying assets, the documentation typically provides for indemnification clauses, containing, among others, the procedure for bringing up a claim, limitations on the seller’s liability and time limitations. A seller may also have the option to repurchase any receivable that does not meet the criteria set out in the sale agreement and replace it with another. The warranties are enforced in accordance with the law governing the sale agreement (usually English law). 3.3 Principal Perfection Provisions The principal perfection provision is the regis - tration in the public registry book of Article 3 of
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