Non-Performing and Performing Loans

The Greek securitisation market is primarily driven by transactions backed by loan portfolios originated by domestic banks. The most commonly securitised assets are non-performing and performing bank loans. Non-performing loans (NPLs) remain the largest segment, reflecting ongoing efforts by banks to reduce legacy exposures and optimise balance sheets. Performing loans, including residential mortgages and SME or corporate portfolios, are also securitised, providing a tool for risk transfer and capital management while supporting lending activity.

Auto Lease Receivables

Securitisations of auto leases represent a consistent segment of the market. These portfolios, typically originated by specialised auto leasing companies, offer predictable cash flows and are attractive for investors seeking stable and diversified streams of income.

Utility Receivables

There is also increasing use of utility receivables as securitisation assets. These transactions involve receivables from electricity or other regulated services and benefit from broad customer bases and regular payment patterns, making them a practical alternative to traditional loan portfolios.

Across all regularly securitised assets in Greece, transactions follow a standard and uniform structure. Securitisations are typically governed by Greek securitisation law and, although not simple, transparent and standardised (STS), fall under the Securitisation Regulation.

The structure is based on a true sale of receivables to an SPE, which issues notes to fund the purchase. This allows the originator to transfer credit risk and obtain liquidity, while investors receive payments from the underlying cash flows. A servicer manages collections and portfolio monitoring, and the same framework applies consistently across NPLs, performing loans, auto leases and utility receivables.

The principal laws and regulations affecting securitisation structures in Greece include:

• Greek Law No 3156/2003, Articles 10 and 14 (the “Securitisation Law”);
• EU Regulation No 2017/2402 (the “Securitisation Regulation”);
• EU Regulation No 575/2013 (the “Capital Requirements Regulation”; CRR);
• Directive 2013/36/EU (the Capital Requirements Directive, CRD);
• Greek Civil Code provisions on assignment of receivables;
• Greek Law No 5072/2023 (the “Licensed Servicers Framework”); and
• Greek Law No 4649/2019, as amended and in force (the “HAPS Framework”).

In Greek securitisations SPEs are most commonly incorporated in Ireland or Luxembourg. These jurisdictions are considered legacy choices, reflecting historical practice and familiarity among international investors. The selection typically depends on the purchaser and their prior experience with similar transactions.

In the Greek securitisation market, the forms of credit enhancement have evolved over time. In the early 2000s, transactions commonly relied on cash reserves or deposits to provide investor protection. Later, structures increasingly employed over-collateralisation, various types of guarantees and other mechanisms to strengthen credit quality.

A particularly significant development has been the Hercules Asset Protection Scheme (HAPS), introduced through the HAPS Framework, which provided a systemic solution to the non-performing exposure (NPE) portfolios of Greek banks, enabling them to remove NPEs from their balance sheets. Under the HAPS scheme, the senior notes issued by the SPE(s) are guaranteed by the Greek state, and the entire transaction is subject to specific monitoring requirements. HAPS was used by all systemic banks and at least one non-systemic institution.

Role and Responsibilities

The issuer is typically a special purpose entity (SPE) with the exclusive purpose of acquiring commercial receivables for securitisation. The issuer exists solely to facilitate the securitisation and generally does not conduct other business activities.

Types of Businesses

Issuers are almost always SPEs incorporated in Ireland or Luxembourg, reflecting legacy choices and investor familiarity. Their scope is limited exclusively to the securitisation transaction, acting as a pass-through vehicle for the underlying receivables.

The concept of a sponsor is not typically present in Greek securitisation structures, and Greek law does not provide a specific definition or regulatory framework for its role or functions. Consequently, any relevant obligations and definitions are derived solely from the Securitisation Regulation.

Role and Responsibilities

The seller is primarily the originator of the financial assets. The sellers/originators provide representations and warranties regarding the quality and eligibility of the portfolio and, in some cases – mainly in performing receivables transactions – also act as servicers, managing collections and monitoring the performance of the assets.

Types of Businesses

In the Greek securitisation market, originators are usually banks or financial institutions, particularly for performing loan and NPL portfolios. Other originators include auto leasing companies for auto lease receivables and utility providers for energy or other regulated service receivables.

Role and Responsibilities

In Greece, underwriting in securitisations is typically soft. Underwriters and placement agents – typically investment banks or investment services companies, domestic or international – are involved from the beginning of the process, including in the process letter, due diligence, transaction structuring, closing mechanics and settlement.

When They Are Required

Underwriters are generally required when notes are listed on a trading venue. For other transactions, their involvement is not mandated by law but is practically necessary to manage the process efficiently and ensure proper marketing, investor communication and pricing guidance.

Role and Responsibilities

The servicer manages the collection and administration of the underlying receivables on behalf of the SPE and the noteholders. This includes monitoring portfolio performance, collecting payments, handling delinquencies, and reporting to the SPE and noteholders in accordance with the Securitisation Regulation where applicable.

Types of Servicers Under Greek Law

Greek law recognises three types of servicers:

• the seller/originator;
• the sponsor; and
• financial institutions, banks or licensed servicers.

For performing loans and auto leases, it is common for the seller/originator to act as servicer. In other cases – particularly for NPEs – servicer functions is provided by a licensed servicer with exclusive scope to manage exposures in accordance with the Licensed Servicers Framework.

Authorisations and Permissions

Concerning authorisations and permissions, the following applies.

• Seller as servicer: No licence is required for the seller to continue enforcing and collecting receivables following their sale. The seller may authorise a competent lawyer to appear before Greek courts, as non-lawyers cannot represent claimants or defendants in Greece.
• Replacement or third-party servicer: Must have one of the following characteristics – either a European Economic Area (EEA) credit/financial institution or a third party that has guaranteed or undertaken collection of the receivables prior to securitisation.
• Registry requirements: A summary of the servicing agreement, containing its basic provisions, must be registered with the competent public registry. This must be done each time a servicer (including a replacement servicer) is appointed.
• Consumer receivables: If the securitised receivables are claims against consumers payable in Greece, the servicer must have a permanent establishment in Greece.
• Licensed servicers: Must hold the appropriate Bank of Greece authorisation to operate, ensuring compliance with regulatory requirements under the Licensed Servicers Framework.

Greek law does not attribute any separate role or responsibilities to investors (namely noteholders). Typically, investors have no operational duties in the transaction; their rights are limited to the voting and control mechanisms set out in the transaction documents, which vary between public and private deals. Lately, the firm has encountered noteholders taking more active roles in HAPS transactions, which may raise concerns regarding transparency and conflicts of interest.

Requirement and Role

Bond or note trustees are used to represent the interests of noteholders in securitisation transactions. Their main role is to monitor compliance with the transaction documents, enforce the rights of investors and oversee the flow of payments from the SPE.

Types of Businesses

Trustees are typically specialised entities providing trustee services in Greece and across Europe. They act independently from the SPE, originator or servicer to ensure investor protection and impartial oversight.

Alternative When Not Used

In smaller or bilateral transactions, trustees may not be required. In such cases, the servicer or the placement agent often assumes monitoring and reporting responsibilities on behalf of investors.

Role and Responsibilities

In larger securitisation transactions, security trustees or agents act as intermediaries to hold and enforce security on behalf of noteholders. They provide the usual security agent services, including managing pledges over receivables, bank accounts and other collateral, and enforcing rights in case of default.

Types of Businesses

Security trustees/agents are typically specialised entities or banks with experience in structured finance, both in Greece and across Europe, serving as independent managers of the security package for investors.

Bankruptcy remoteness results by operation of law under Article 10 of the Securitisation Law and is not achieved through contractual provisions. Once the receivables are transferred to the SPE and registered with the competent public registry in accordance with the Securitisation Law, they are isolated from the originator’s insolvency estate, and the transfer cannot be clawed back except in the limited cases expressly provided in the law.

The main document used is the receivables sale agreement, which typically covers the sale mechanics, representations and warranties, covenants and limitations of liability. The second most important document is the servicing agreement. Additional transaction documents (eg, terms of the notes and various service providers’ agreements), as well as the collection account bank agreement and documentation related to real estate assets (REOs) acquired through the enforcement of mortgages or mortgage prenotations (a form of mortgage collateral bespoke in Greece), may also be included depending on the structure.

Perfection regarding the effect of the securitisation on third parties is achieved exclusively through the registration of the receivables sale agreement with the competent public registry. No further perfection steps are required.

There are two categories of warranties used in securitisation documentation:

• receivables warranties (last two bullet points in the following list); and
• seller-related warranties (first bullet point in the following list). In many transactions, these are further distinguished into fundamental and general warranties.

Principal warranties typically cover:

• the good standing and ownership/title to the receivables;
• the existence, validity and enforceability of the receivables and any related security; and
• data tape warranties, depending on the asset type.

Enforcement

Breaches must usually be notified within a contractual sunset period and are subject to liability limitations (de minimis thresholds per item or portfolio-wide caps), which vary depending on whether the warranty is fundamental or general.

In practice, disputes are almost always resolved through a consultation and negotiation period, sometimes with an expert involved, and are settled amicably. If enforcement were ever required, it would take the form of a breach-of-warranty claim seeking indemnity, brought before the dispute forum of the receivables sale agreement: historically English courts under English law, while more recent transactions may provide for arbitration with English law as the governing law.

The sole perfection provision under the Securitisation Law does not pertain to the perfection of the sale of the receivables but rather operates to ensure bankruptcy-remoteness – and to give effect, by operation of law, to the special pledge over the portfolio and the collection accounts.

Perfection typically requires only the registration of the receivables sale agreement with the competent public registry. Enforcement follows the mechanisms described in 3.2 Principal Warranties.

Principal covenants vary across asset classes, but they typically cover obligations during the period between signing and closing, including co-operation undertakings to ensure completion and perfection of the transaction (eg, joint filings with the competent registries). They also include “wrong-pocket” covenants, requiring the parties to transfer any amounts they may inadvertently collect post-transfer.

Enforcement follows the same approach as stated in 3.2 Principal Warranties: under current market precedents, disputes are almost always resolved through a consultation and negotiation period, sometimes with an expert involved, and are settled amicably.

Servicing obligations depend significantly on the securitised portfolio’s asset class. For loan portfolios, the servicer typically handles enforcement, restructuring, settlement, taking new collateral and ensuring accurate collection and allocation of cash flows. Servicers also undertake reporting obligations to the SPE or noteholders, which may vary depending on whether the transaction falls under the Securitisation Regulation and on the identity of the noteholders. While specifics may differ across asset classes, the core responsibilities remain the administration, collection and reporting of the portfolio.

Between signing and closing, the transaction cannot complete unless the relevant closing actions have been fulfilled, including compliance with any interim-period covenants and conditions precedent. Post-closing, principal defaults typically include breaches of warranties and covenants.

Enforcement follows the mechanisms described in 3.2 Principal Warranties. While in theory breaches could be taken to the receivables sale agreement court, in practice defaults are usually resolved amicably between the parties.

The foregoing discussion refers to defaults under the receivables sale agreement. As regards defaults under the notes, the key default is non-payment.

Principal indemnities are typically indemnities for breaches of warranties, representations or covenants. Such indemnities are usually limited to claims made within the agreed sunset period and are subject to the limitation package agreed between the parties, as described in 3.2 Principal Warranties.

Enforcement follows the same mechanisms described in 3.2 Principal Warranties.

Typically, terms and conditions of the notes are governed by non-Greek law, primarily Irish Luxembourg or English, and they take the form that is typical for this type of note in their respective jurisdictions.

Interest rate derivatives are used primarily for hedging purposes. They are generally included only in performing transactions to manage interest rate risk on the underlying assets and the SPE’s obligations under the notes.

When Required

Offering memoranda are generally prepared when a transaction is intended for listing or if required under the Securitisation Regulation. In these cases, they serve to provide investors with the key information needed to assess the transaction and comply with applicable regulatory requirements.

Form and Content

In other cases, particularly in private transactions, information provided to investors is generally portfolio-focused rather than the broader, regulated disclosure typical of a prospectus, which should comply with EU Regulation No 2017/1129 (Prospectus Regulation). Such documentation can take the form of a teaser, an information memorandum, or any other format that is not regulated or approved by a competent authority.

In Greece, there are no securitisation-specific disclosure laws beyond the general requirements of the Securitisation Regulation or those applicable to banks or listed notes on the relevant trading venue.

In practice, there is no securitisation-specific public disclosure regime in Greece. Public disclosure obligations would only arise if the notes or other securities were listed on a Greek trading venue, which, to date, has never occurred. In such a case, applicable rules would be those under the Greek capital markets regulation, supplemented by EU-level requirements.

All credit-risk retention requirements applicable in Greece derive directly from the Securitisation Regulation. There is no Greek domestic risk-retention regime. Secondary legislation implementing the European framework has also been introduced, such as Bank of Greece Governor’s Act 2645/2011 on the calculation of risk-weighted exposure amounts for securitisation positions.

The EU framework sets out the minimum risk-retention requirement and the permitted retention methods.

In Greece, the Hellenic Capital Market Commission or the Bank of Greece (in accordance with Article 69 of Law 4706/2020) is the competent authority responsible for regulating and enforcing these requirements for the relevant supervised entities.

Save that there are reporting obligations for transactions falling under the HAPS Framework, there are no Greek domestic laws imposing securitisation-specific periodic reporting obligations. All applicable requirements derive solely from the Securitisation Regulation and/or the CRR or CRD and domestic implementation laws, other than reporting requirements.

The securitisation-related activities of rating agencies are not regulated under Greek law. Instead, their activities are regulated under EU legislation applicable to rating agencies generally. Regulation No 1060/2009 on credit rating agencies has been fully transposed and is applied in Greece, and there are no additional securitisation-specific requirements in this area.

The regulatory treatment of securitisation positions held by banks, insurance companies and other regulated financial entities is determined primarily by EU law, namely by the CRR or Directive 2009/138/EC on the taking-up and pursuit of the business of Insurance and Reinsurance (Solvency II).

There are no specific Greek laws or regulations governing the use of derivatives in securitisations, including with respect to SPEs. However, the Securitisation Law explicitly permits the use of derivatives (such as interest rate or currency swaps) within securitisation structures, provided they serve the structure and risk management of the transaction.

Notes under the Securitisation Law are prohibited from being offered to retail investors. Insurance companies – whether private or public – are also not permitted to acquire securitisation positions.

These restrictions ensure that only sophisticated or professional investors, capable of assessing the risks, participate in Greek securitisations. Compliance is overseen either by the Hellenic Capital Market Commission or by the Bank of Greece, depending on the originator, and violations are subject to penalties under general capital markets and securities law.

The principal laws and regulations applicable to banks that securitise financial assets or invest in securitisation positions are primarily European regulations. This includes the CRR and the broader EU capital framework, which govern capital adequacy, risk weights and prudential treatment of securitisation exposures.

Greek-incorporated SPEs have not been used in Greek securitisation transactions to date, insofar as the firm is aware. If they were to be used, Article 10 paragraph 3 of the Securitisation Law requires that such entities be structured as a Greek société anonyme (SA).

Material factors in choosing an SPE or other facilitating entity generally include:

• tax treatment – Greek securitisation transactions under the Securitisation Law are highly tax-efficient, with no VAT, stamp duty or income taxes (subject to certain conditions) imposed on the SPE;
• bankruptcy remoteness – ensured primarily by true sale transfers under the Securitisation Law, with the SPE limited to holding the securitised assets and issuing notes to finance the purchase;
• form of securitisation – the choice between revolving or fixed pool structures may affect the entity’s operational scope, risk allocation and accounting treatment; and
• limited recourse and activity restriction – SPEs are structured to have no operations or debt unrelated to the securitisation, supporting bankruptcy remoteness and adherence to the transaction waterfall.

In practice, jurisdiction, legal framework and investor requirements typically guide the selection of the jurisdiction of the entity.

Permitted Activities

The obligation is that entities qualify as SPEs, with their activities strictly limited to acquiring commercial receivables through securitisation.

Restrictions on Real Estate

In this respect, it has been advised that Greek securitisation SPEs cannot acquire real estate assets (REOs) arising from enforcement of the collateral in the underlying securitised pool of receivables. Deviation from these restricted activities may compromise the bankruptcy remoteness of the SPE and its tax-efficient status, but this has not been tested to date.

Τhere are no government-sponsored entities that actively originate or invest in securitisations. The Greek government has participated indirectly in the securitisation market, notably through the HAPS, as described in 1.5 Material Forms of Credit Enhancement, but this does not involve direct investment by a state-owned entity.

Types of Investors

Investors in Greek securitisations are primarily international investment banks and other international institutional investors. Retail investors and Greek insurance companies, whether private or public, are generally excluded from participation.

All principal laws and regulations applicable to Greek securitisations are addressed in 1.3 Applicable Laws and Regulations. Additionally, consumer protection laws may apply where the securitised assets include consumer receivables, impacting reporting, disclosure and servicing obligations.

If the obligors are consumers, the purchaser must comply with all relevant Greek consumer protection laws. For banking receivables, this includes restrictions on unilateral changes to interest rates, limitations on enforcement and rules regarding termination of a loan or credit agreement.

Synthetic securitisations are permitted in Greece, and Greek banks have launched several synthetic transactions over the past five years.

Applicable Laws and Regulations

Synthetic securitisations are primarily governed by European legislation. The Securitisation Regulation sets out the core rules on disclosure, due diligence, transparency and risk retention. In addition, the CRR provides the prudential framework applicable to synthetic securitisations, including the conditions under which an originator may obtain significant risk transfer and the capital treatment of credit protection.

Principal Structures

Synthetic securitisations typically use credit default swaps or financial guarantees, through which the investor assumes the credit risk of a defined reference portfolio – and which are governed by English law. The underlying assets remain on the originator’s balance sheet, and only the credit risk is transferred.

Receivables transferred to an SPE are, by operation of Greek law, insulated from the seller’s insolvency. This means that, in the event of the seller’s bankruptcy, the assets and related rights held by the SPE are not available to the seller’s creditors.

This protection is not contractual but statutory: once the receivables sale agreement (including future receivables) is registered with the competent public registry, the validity of the transfer and all ancillary rights is fully ring-fenced against the seller’s insolvency, including any claw-back actions. The same statutory protection applies to the legal pledge over the collection account and any security granted in favour of the purchaser’s creditors.

As a result, Greek insolvency law interacts with securitisation mainly by recognising and automatically enforcing the separation of the securitised assets from the originator’s estate, without requiring additional structural mechanisms to ensure bankruptcy remoteness.

Greek SPEs have not been used in any securitisation transaction, insofar as the firm is aware. If they were to be used, the Securitisation Law requires that they be established as a Greek SA with registered shares, having a general assembly as the primary corporate body and a board of directors of at least three members. Certain corporate actions must be published, and standard accounting and filing obligations apply. Shareholders’ liability is limited to their participation in the company. The Securitisation Law does not impose requirements on non-Greek SPEs, other than their exclusive-purpose obligation.

If a Greek SPE were structured as a wholly owned subsidiary of the seller, this could raise concerns regarding the true sale analysis, the seller’s regulatory capital treatment and accounting consolidation. For these reasons, and particularly in banking securitisations, transactions typically employ orphan SPEs in jurisdictions such as Ireland, Luxembourg or the UK. These vehicles have no shareholder connection to the seller, are designed to be bankruptcy-remote and undertake no activities beyond those necessary for the securitisation.

Because the statutory bankruptcy-remoteness regime under Greek law governs the transfer of receivables, and because valid registration of the transfer protects the sale against claw-back in the seller’s insolvency, there is no substantive consolidation risk between the SPE and the originator’s insolvency estate. The separateness of the SPE, its orphan ownership structure and its limited corporate capacity further mitigate consolidation risks under both Greek law and the law of the SPE’s jurisdiction. Accounting consolidation (eg, solo consolidation of orphan SPEs under the International Financial Reporting Standards (IFRS) for banks) does not affect the legal bankruptcy-remoteness analysis.

Transfer Requirements

A transfer of financial assets in a Greek securitisation must be structured as a true sale. The law requires that the purchase price be financed by the SPE through the issuance of notes, and the structure must avoid any form of recourse of the purchaser against the seller that would undermine the sale nature of the transaction. Accordingly, the documentation must not include put options or similar mechanisms that oblige, or economically pressure, the seller to repurchase the receivables. The sole perfection step is the registration of the receivables sale agreement with the competent public registry.

True Sale Criteria

Market practice sometimes includes features resembling a seller option to reacquire certain receivables. These are permissible provided that the option is exercisable solely at the seller’s discretion and is not supported by incentives such as interest rate step-ups or other mechanisms linked to non-payment. For a transaction to constitute a true sale, the seller must also not provide guarantees that eliminate the credit risk of the underlying obligors or cause the structure to resemble secured financing.

True Sale Opinions

In most transactions, Greek law true-sale opinions are obtained. This is not required by law, but by purchasers, sellers and rating agencies, and constitutes standard market practice. They confirm compliance with true-sale principles and provide essential comfort to transaction stakeholders.

Bankruptcy-Remote Construction

Reference is made to 6.1 Insolvency Laws. Additional structural techniques to achieve bankruptcy remoteness are not required in Greece. If a transaction falls under the Securitisation Law and complies with its requirements – including the true sale of the receivables – and provided the transfer is registered in the competent public registry, the structure is automatically bankruptcy-remote. No further mechanisms are needed to isolate the assets from the originator’s insolvency risk.

Insolvency Opinions

Although the statutory regime is sufficient, insolvency remoteness opinions are typically obtained as part of market practice, at the request of investors and rating agencies. They provide additional comfort but are not required under the Securitisation Law.

Although Greek securitisations are not governed by Greek-law SPE documentation, market practice ensures that the SPE is protected from insolvency through standard structural features. These typically include limited recourse provisions, ensuring the SPE’s obligations are payable only from the securitised assets, and non-petition clauses preventing transaction parties from initiating insolvency proceedings against the SPE. The SPE’s activities are also strictly limited to acquiring and holding the securitised portfolio, avoiding any operational or commercial risk.

In addition, transaction waterfalls are structured so that essential costs – such as taxes and fees of third-party service providers – are paid at the top of the priority of payments. This ensures the SPE can meet its obligations and avoids any risk of insolvency arising from unpaid expenses.

According to Article 14 paragraph 4 of the Securitisation Law: “the transfer of receivables to and from the securitisation SPEs, and the collection of the relevant receivables by that company, the entering into derivative agreements or loan agreements or credit agreements are exempted from any direct or indirect tax, value added tax, stamp duty, levy, right or any other charge of the State or third parties”.

Accordingly, a securitisation transaction carried out under the Securitisation Law is generally tax-efficient. The transfer of receivables to the SPE is not subject to VAT, stamp duty or income tax. As a result, the sale of the receivables does not create tax leakages, and no additional structuring is required to mitigate transfer tax exposure.

Under Article 14 paragraph 7 of the Securitisation Law, the profits derived from the transfer of receivables to the securitisation SPE, the entering into derivative agreements, and loan agreements or credit agreements are exempted from income tax.

Paragraph 9 further provides that, for the calculation of taxable income of securitisation SPEs, interest on transferred receivables is considered income arising from commercial activities.

In practice, Greek SPEs have never actually been used in securitisation transactions, so there has been no need for a Greek-incorporated vehicle to implement any tax mitigation structuring.

Under the Securitisation Law, payments made by the SPE to noteholders are expressly exempt from withholding tax. This special statutory exemption applies to interest and principal payments on the notes, ensuring that no withholding is applied at the level of the SPE.

Accordingly, no additional tax mitigation structuring is required, as the Securitisation Law itself provides a clear and comprehensive withholding tax exemption for securitisation notes.

No additional taxes typically arise for the SPE in securitisation transactions. The only applicable charge is a fixed fee of EUR100 each for registering the sale and servicing agreement with the competent public registry. Aside from this administrative cost, there are no VAT, stamp duty, income tax or similar charges, as noted in the foregoing.

In the Greek securitisation market, the tax opinion is typically part of the broader transaction opinion, rather than a standalone opinion. This is standard market practice and forms part of the legal comfort provided to investors and other transaction parties. It usually confirms the tax-efficient nature of the transaction, including the absence of VAT, stamp duty, income tax or withholding taxes, and the limited administrative charge for registration in the competent public registry.

True Sale and Limited Recourse

The legal issues connected to accounting for securitisations primarily depend on the originator, the investor and the jurisdiction in which they operate, as each may have its own rules and requirements. From a legal perspective, the critical questions are whether the transfer of financial assets constitutes a true sale (transfer of risks and rewards) and whether the SPE has limited recourse solely to the securitisation portfolio, not to the seller. These factors are key to determine whether the SPE and the receivables can be deconsolidated from the originator’s balance sheet.

Seller Involvement and Accounting Treatment

Another key legal issue relates to the seller’s ongoing involvement in the transaction. If the seller retains any interests – such as guarantees, the first-loss tranche or other rights in the notes (including risk retention) – legal analysis is required to determine how these arrangements can be handled for accounting purposes without undermining derecognition of the transferred assets.

Legal Focus

In essence, the legal focus is on structuring the transaction to satisfy accounting requirements while complying with the Securitisation Law, ensuring both true sale mechanics and limited recourse for the SPE.

Transaction Legal Opinions

The transaction legal opinion is the primary legal tool used to address accounting issues in securitisations. One of its key purposes is to provide the legal basis required for investors and auditors to deal with accounting rules, including derecognition of the transferred assets and deconsolidation of the SPE.

Jurisdictional Scope

Under Greek law, a legal opinion is issued confirming the validity and enforceability of the transfer under the Securitisation Law, true sale, bankruptcy remoteness and tax opinions.

Where transaction documents are governed by English, Irish or Luxembourg law, corresponding legal opinions are provided by qualified lawyers in those jurisdictions. These typically cover the validity and enforceability of the transaction documents, good standing of the SPE and the issuance of the notes under the relevant law.

Integration With the Transaction

All of these opinions are part of the transaction legal opinions package. There are generally no subsequent or separate opinions provided solely for accounting purposes beyond this comprehensive transaction opinion.