Securitisation 2025

FINLAND Law and Practice Contributed by: Maria Lehtimäki, Niklas Thibblin and Timo Lehtimäki, Waselius

2.5 Servicers The servicer needs to have the requisite experi - ence and operational readiness to take care of the portfolio, including monitoring and report - ing collections and loan-level performance. The servicer acts as the interface with the underly - ing debtors, since the SPE does not have any employees. The servicer sends notices of trans - fer to the underlying debtors at the commence - ment of the transaction and in connection with any additional portfolio sales. The servicer also manages debt collection, with the help of an external debt collection agency where required. Generally, the originator is appointed to act as the servicer for seamless customer service and cost-efficiency reasons. The parties agree in the transaction documents that the servicer man - ages the receivables portfolio essentially as it would manage its own, unsecuritised portfolio, but on behalf of the SPE. However, the transac - tion documents usually provide for a back-up servicer, or back-up servicer facilitator, to step in if the servicer defaults, to ensure continuing operations. Back-up servicers are typically debt collection agencies. 2.6 Investors Investors are usually large, international institu - tions. Pursuant to the EU Securitisation Regula - tion, the investors are obliged to conduct due diligence on the securitisation transaction prior to investing. The investors generally act as pas - sive holders of the notes, but in certain situations they may be called upon to vote on certain mat - ters, such as amendments to the main transac - tion documents or enforcement actions. 2.7 Bond/Note Trustees An agent or bond trustee is usually appointed to manage the practical relationship between the SPE on the one hand and the investors on the

other. The agent usually receives the reports to be distributed to investors and the SPE primarily communicates with the agent while the transac - tion is ongoing. If there is only one lender, there is no need to have an agent or bond trustee. 2.8 Security Trustees/Agents The security agent or security trustee is entered into the transaction security documents as a rep - resentative of the secured creditors and holds the security assets on behalf of the secured credi - tors. The security agent or trustee also carries out enforcement of security and represents the secured creditors collectively in matters relating to the enforcement process. Finnish law does not have a concept of trust or trustee and, from a Finnish law perspective, a party appointed as security trustee acts as an agent and representa - tive of the secured creditors. 3. Documentation 3.1 Bankruptcy-Remote Transfer of Financial Assets The asset purchase agreement is the primary document used to effect a bankruptcy-remote transfer of assets. It typically contains the trans - fer and perfection mechanics, the purchase price, the eligibility criteria, representations and warranties relating to the business of the seller and the purchaser as well as the under - lying assets, possible repurchase mechanisms (which need to be limited in scope to achieve a true sale), covenants, indemnity for breach of representations and covenants, the conditions and mechanism for further purchases, juris - diction, and dispute resolution information. It is common for the asset purchase agreement to be governed by the laws of the place where the assets are located and for the courts of that same place to have jurisdiction.

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