Securitisation 2025

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

3.2 Principal Warranties The seller’s warranties typically relate to the seller as a corporate entity on the one hand and to the securitised assets on the other hand. The seller warrants through corporate warranties that it has the legal and factual ability to enter into the contemplated transactions. The seller’s warran - ties relating to the assets typically relate to the quality of origination, the eligibility and quality of the assets and underlying debtors, and certain tax matters. The purchaser also typically gives certain corpo - rate warranties, but these are more limited than the seller’s warranties and generally relate to its corporate powers and tax presence in Finland. If the parties wish to achieve a simple, transpar - ent and standardised (STS) securitisation under the EU Securitisation Regulation, certain addi - tional warranties are given to cover the matters required for the assets and the transaction to meet all STS requirements. Breach of a corporate warranty, if not remedied, could result in a default by the breaching party and an early termination or amortisation of the transaction. Breach of eligibility criteria and asset warranties will typically result in an obligation to repurchase and replace the affected asset. 3.3 Principal Perfection Provisions The specific perfection measures required for a valid and enforceable transfer of assets depend on the type of assets to be securitised. In Fin - land, an undisclosed transfer of receivables is not effective other than between the parties. Therefore, a notice to the underlying debtor is always required for a perfected transfer of receivables. The underlying debtors should also be instructed to make payments to the transferee instead of the transferor. A general

requirement for a perfected transfer of assets is that control of the assets is vested with the transferee. It is also important to ensure that the incoming collections are not commingled with the assets of the transferor. In practice, a new collection account is usually opened in the name of the SPE to receive collections. If the securi - tised assets are receivables secured by collat - eral, the related collateral should generally also be transferred to the transferee. The parties agree in the asset purchase agree - ment and the relevant security documents on the nature and timing of perfection measures. If the party required to complete a perfection measure fails to do so, certain other transaction parties are usually authorised to complete such meas - ures on their behalf. Unlike in certain other juris - dictions, perfection measures in Finland should always be taken without delay. Accordingly, it is not feasible to delay perfection until a trigger event in transactions involving Finnish assets. 3.4 Principal Covenants Typically, the SPE’s activities will be limited by negative covenants in the debt documents that restrict it to the role of a securitisation SPE. The covenants in the asset purchase agreement gen - erally relate to maintaining the seller’s and the purchaser’s ability to comply with their respec - tive obligations under the asset purchase agree - ment. A breach of covenant, if not remedied, may result in an early termination or amortisation of the transaction. 3.5 Principal Servicing Provisions The main document governing servicing is the servicing agreement. The SPE and the security agent, as part of their respective roles, appoint the servicer to carry out its tasks during the transaction. The servicer’s primary tasks include:

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