Cap. 484 Art. 10Assignments. Cap. 16.

(1) When a securitisation asset is assigned to a securitisation vehicle in accordance with this Act, such assignment shall be treated as final, absolute and binding on the originator, the securitisation vehicle and on all third parties and such assignment shall not be:

(a) subject to annulment, rescission, revocation or termination, variation or abatement by any person and for any reason whatsoever;

(b) subject to any rights of the creditors of the originator for any reason whatsoever;

(c) subject to any rights of a liquidator, provisional administrator, receiver, curator, controller, special controller of the originator or other similar officer of the originator for any reason whatsoever.

(2) The provisions of subarticle (1) shall apply notwithstanding any underlying contractual or statutory prohibition or restriction on the originator to assign in whole or in part the securitisation asset to any third party. The Minister, acting on the advice of the competent authority, may by notice declare types of contracts to which this provision shall not apply.

(3) The provisions of subarticles (1) and (2) shall not apply:

(a) when there is fraud on the part of the securitisation vehicle, or

(b) in respect of any assignment entered into at a time at which the securitisation vehicle knew or ought to have known that an application for the dissolution and winding up of the originator by reason of insolvency was pending, or that the originator had taken formal steps under any applicable law to bring about its dissolution and winding up by reason of insolvency; Provided that, unless the securitisation vehicle had actual knowledge of such matter, for the purposes of paragraph (b), it shall be deemed that the securitisation vehicle could not have known that an application for the dissolution and winding up of the originator by reason of insolvency was pending, or that the originator had taken formal steps under any applicable law to bring about its dissolution and winding up by reason of insolvency, if no when a price is agreed, a fixed or determinate price. It shall also be lawful for the consideration to be determinable by reference to any formula as may be agreed, or be in consideration of and in accordance with the terms of a securitisation transaction.

(5) Unless the terms of any transfer to a securitisation vehicle provides otherwise, or the securitisation vehicle expressly assumes any obligation, the underlying debtor shall have no right or claim against the securitisation vehicle in connection with any obligation relating to the securitisation assets. The underlying debtor shall continue to enjoy all rights under the assigned contract against the originator who shall remain solely responsible for the performance of all obligations thereunder.

(6) An assignment in favour of a securitisation vehicle is not valid unless it is evidenced in writing. The assignment of assets to a securitisation vehicle is complete and the ownership of the asset is ipso jure acquired by the securitisation vehicle as soon as the assignment is reduced to writing in accordance with this Act and the provisions of article 1469 of the Civil Code shall not apply.