Securitisation Act (Cap. 484), article 9

9. (1) The originator and the securitisation vehicle shall be at liberty to select any method of transferring the securitisation assets, SECURITISATION [CAP. 484. 5 including, without limitation, by novation, sale, assignment an d declaration of trust. (2) Subject to the other provisions of this Act, such transfer o f securitisation assets from an originator to a securitisation ve hicle shall be valid and enforceable in accordance with its terms and with this Act and shall not be subject to re-characterisation for an y reason whatsoever. (3) The provisions set out in this Act shall apply mutatis mutandis to all transfers made by an originator to a securitisation vehicle or securitisation creditors, as well as to all transfer s made by a securitisation vehicle to other securitisation vehicles or securitisation creditors. Assignments.10. (1) When a securitisation asset is assigned to a securitisation vehicle in accordance with this Act, such assign ment shall be treated as final, absolute and binding on the originat or, the securitisation vehicle and on all third parties and such assign ment 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 restrict ion 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, i f no 6 [CAP. 484. SECURITISATION document or other record was registered to this effect with the Registrar of Companies and was publicly accessible. (4) In case of an assignment in favour of a securitisation vehicle, it shall not be required that the assignment have a pr ice, or 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 ass umes any obligation, the underlying debtor shall have no right or cl aim against the securitisation vehicle in connection with any oblig ation relating to the securitisation assets. The underlying debtor sh all continue to enjoy all rights under the assigned contract agains t the originator who shall remain solely responsible for the performa nce of all obligations thereunder. Cap. 16. (6) An assignment in favour of a securitisation vehicle is not valid unless it is evidenced in writing. The assignment of asse ts to a securitisation vehicle is complete and the ownership of the ass et is ipso jure acquired by the securitisation vehicle as soon as the assignment is reduced to writing in accordance with this Act an d the provisions of article 1469 of the Civil Code shall not apply. Assignment of existing securitisation assets.