SWEDEN Law and Practice Contributed by: Albert Wållgren, Henrik Ossborn and Lionardo Ojeda, Advokatfirman Vinge KB
Furthermore, and as addressed in 4.12 Partici- pation of Government-Sponsored Entities , the European Investment Fund has in certain cases provided guarantees to investors as part of its credit enhancement programme. 2. Roles and Responsibilities of the Parties 2.1 Issuers The role of the issuer is to own the securitised assets and to act as pledgor and borrower in relation to the securitisation investors. The issuer is typically a bankruptcy-remote SPE in the form of a limited liability company, usually established for the sole purpose of the securitisation trans - action. 2.2 Sponsors In most Swedish securitisations, the sponsor is also the originator and seller (see 2.3 Origina- tors/Sellers ). In global or European trade receiv - ables securitisation programmes for industrial companies, the sponsor is sometimes a parent company located outside Sweden, while the originator/seller is a Swedish subsidiary that originates the Swedish receivables as part of the programme. 2.3 Originators/Sellers The role of the originator/seller is to originate, and subsequently to sell to the issuer, the under- lying assets by adhering to certain established and agreed-upon eligibility criteria in connection with the origination of such assets. An origina - tor is usually a retail lender, SME lender, bank or industrial company with portfolios of trade receivables.
ment of the servicer, for example, such back-up servicer can step in and continue the servicing of the transferred assets on substantially similar terms. 1.3 Applicable Laws and Regulations The applicable laws and regulations are as fol - lows: • the EU Securitisation Regulation; • the Bankruptcy Act (1987:672); • the Instruments of Debt Act (1936:81); • the Companies Act (2005:551); • the Consumer Credit Act (2010:1846); • the Banking and Financing Business Act (2004:297); and • the Currency Exchange and Other Financial Operations (Reporting Duty) Act (1996:1006). 1.4 Special Purpose Entity (SPE) Jurisdiction The most common jurisdiction of incorporation for SPEs today is Sweden, but it is not uncom - mon (especially not historically) to use an orphan SPE set up in Luxembourg or Ireland for tax and/ or regulatory reasons and purposes. 1.5 Material Forms of Credit Enhancement A number of different forms of credit enhance - ment have been used in the Swedish market over the last couple of years, including: • subordination; • over-collateralisation; • cash reserves; • deposits; • guarantees; • letters of credit;
• credit default swaps; and • other forms of insurance.
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