CAYMAN ISLANDS Law and Practice Contributed by: Agnes Molnar, Jason Ta, Paul Walters and Gemma Walters, Travers Thorp Alberga
2.7 Bond/Note Trustees Bond/note trustees are appointed by the SPE in respect of the grant of security over its assets. A bond/note trustee acts on behalf of the hold - ers of the debt securities, and whilst any debt securities remain outstanding, the bond/note trustee will not be required to have regard to the interests of the other secured parties. SPEs may hold legal and/or equitable title to assets located in the Cayman Islands or anoth - er jurisdiction with little or no specific custody arrangements mandated by the laws of the Cay - man Islands. 2.8 Security Trustees/Agents Similarly with bond/note trustees, security trus - tees/agents are appointed by the SPE on a trust or agency basis in respect of the grant of secu - rity over its assets. The security trustee/agent holds the portfolio of assets on trust for the ben - efit of the secured parties. As a matter of the laws of the Cayman Islands, the Companies Act requires that a limited com - pany maintain a statutory register of mortgag - es and charges recording all security interests affecting the property of the company, plus a short description of the charged property, the amount of the charge and the persons entitled to such charge. Set out below are some material considerations with respect to security governed by the laws of
The seller and the originator are not necessarily the same entity. 2.4 Underwriters and Placement Agents The underwriter or placement agent is usually engaged on behalf of the SPE to act as struc - turer and arranger in connection with a securiti - sation. In a transaction where the underlying assets are subject to discretionary management, the SPE will appoint an asset manager. Certain manage - ment, advisory and administrative functions with respect to the assets will be performed by the asset manager, including managing the selec - tion, acquisition, reinvestment and disposition of the assets. Servicer In transactions involving a static portfolio of assets, an asset servicer is appointed. The role of the servicer is to maximise the value of assets and recoveries for the secured parties, as well as to maintain regulatory compliance. Back-up servicers may be appointed to mitigate the risk of default or insolvency of the existing servicer. 2.6 Investors Outside of the scope of applicable sanctions laws and regulations, there are few restrictions on the types or number of entities that can invest in an SPE. 2.5 Servicers Asset Manager No invitation (whether directly or indirectly) may be made to the public in the Cayman Islands to subscribe for debt securities issued in a secu - ritisation transaction unless the debt securities are listed on the CSX. See 1.1 Common Financial Assets .
the Cayman Islands. General Principles
As with other common law jurisdictions, the purpose of any security created in favour of a secured party is to recognise that such secured party will be able to look to an asset (or the pro -
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