GREECE Law and Practice Contributed by: Panagiotis (Notis) Sardelas, Matina Kagkelari and Anna Zlatoudi, Sardelas Petsa Law Firm
the foreign law security interest and the entering into of all contracts connected to the issuance of the covered bonds are not affected by the commencement of any insolvency proceedings against the issuer. The remaining creditors of the credit institution will only have access to any remaining assets of the cover pool after the holders of the covered bonds and other secured creditors have been satisfied in full. According to Article 4 of the Covered Bond Law, holders of covered bonds have dual recourse both to the cover pool as secured creditors and to the remaining assets of the credit institution ranking as unsecured and unsubordinated creditors. It is also noted that the cover assets may not be attached. Pursuant to Article 7 of the Covered Bond Law, covered bonds do not automatically accelerate upon the insolvency of the issuer. Article 21 of the Covered Bond Law provides that, in case of the insolvency or reorganisation of the issu - er, a special administrator shall be appointed, whose statutory duties include managing and liquidating the cover assets, including, if there is an opportunity to do so, transferring the assets comprising the cover pool to another bank that is a covered bond issuer, and ensuring that any receipts or recoveries received in respect of the cover pool are made available to pay the obli - gations and liabilities arising under the covered bonds and the other obligations that are secured by the statutory pledge. The following applies under the current regime. • In order for assets governed by the law of another EU member state to be included in the cover pool, credit institutions shall submit
legal confirmation to the BoG that the lien established on such assets, under Article 14(2) of Law 4920/2022, is valid, effectual and enforceable according to the provisions of the relevant law. • Assets that are secured by collateral assets outside the EU and that may, under Article 9(3) of Law 4920/2022, be included in the cover pool shall only be loans secured by ships. In connection with such collateral, credit institutions shall submit legal confirma - tion to the BoG that the collateral asset is a ship. • Credit institutions should submit a legal opin - ion to the BoG confirming the enforceability of the derivative contract used by the parties to covered bond transactions. 6.5 Bankruptcy-Remote SPE The securitisation documents include represen - tations and warranties relating to the establish - ment, type and limited purpose of the SPE. The activities of the SPE are typically restricted in the transaction documents by negative under - takings, in order to ensure that they are limited to those required in connection with the secu - ritisation. Transaction parties contracting with the SPE typically agree on non-petition clauses not to commence insolvency proceedings against the SPE, and on limited recourse provisions limit - ing each party’s claims against the SPE on the assets acquired by it. The transaction docu - ments are typically governed by foreign (usually English) law.
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