LUXEMBOURG Law and Practice Contributed by: Vassiliyan Zanev and Natalja Taillefer, Loyens & Loeff Luxembourg S.à r.l.
mined by the applicable foreign law and market practice. Standard warranties generally cover the status of the parties, the validity and enforce - ability of the documents, as well as warranties with regard to the securitised assets. From the Luxembourg perspective, the following matters are usually subject to specific warran - ties: • the securitisation undertaking being an unregulated securitisation undertaking within the meaning of the Securitisation Law (see 4.4. Periodic Reporting ); • management of assets in compliance with the Securitisation Law; • separate treatment of assets allocated to dif - ferent compartments, if applicable; • the securitisation undertaking not being sub - ject to the AIFMD and the AIFM Law; and • the central administration and the centre of main interests (COMI) of an SPE being in Luxembourg. Additional representations may be required in a securitisation transaction subject to the Securiti - sation Regulation. 3.3 Principal Perfection Provisions Luxembourg law will be applicable with regard to the perfection of the transfer of, or a security interest over, Luxembourg assets (see 6.3 Trans- fer of Financial Assets ). 3.4 Principal Covenants In practice, securitisation documents are rarely governed by Luxembourg law and the scope of the principal covenants would thus be deter - mined by the applicable foreign law and market practice. From the Luxembourg perspective, the matters referred to in 3.2 Principal Warranties
would normally also be subject to the relevant covenants. 3.5 Principal Servicing Provisions In practice, servicing documents are rarely gov - erned by Luxembourg law and the scope of the relevant servicing provisions would thus be determined by the applicable foreign law. Usu - ally, the standard provisions relating to the col - lection, enforcement and administration of the securitised assets, information obligations, and servicing fees are expected. It is notable that the Securitisation Law expressly provides that, in the case of any insolvency pro - ceedings opened with regard to the servicer, the SPE may claim any sums collected by the servicer on its behalf prior to the opening of the bankruptcy proceedings without other creditors having any rights to such amounts. It is currently unclear how this provision would be treated in insolvency proceedings opened outside Luxem - bourg. 3.6 Principal Defaults In practice, securitisation documents are rarely governed by Luxembourg law and the scope of the relevant default provisions would thus be determined by the applicable foreign law and market practice. Non-payment, insolvency, a misrepresentation and a breach of other under - takings are the standard principal defaults. 3.7 Principal Indemnities In practice, securitisation documents are rarely governed by Luxembourg law and the scope of the relevant indemnities provisions would thus be determined by the applicable foreign law and market practice.
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