BANCA NAŢIONALĂ A ROMÂNIEI

Transcription

1 BANCA NAŢIONALĂ A ROMÂNIEI Explanatory memorandum regarding the draft Regulation on the settlement risk management procedure applicable to clearing systems and facilities granted by Banca Naţională a României for the smooth settlement in ReGIS Subject matter The draft Regulation is aiming to set up a settlement risk management procedure applicable to clearing systems and the facilities granted by Banca Naţională a României for the smooth settlement in ReGIS. Main objectives of the draft Regulation The main objectives of the draft Regulation are: - to update the regulatory framework regarding the settlement risk management procedure in ReGIS 1 following the closure of the paper-based clearing house operated by Banca Naţională a României; - to ease the conditions for credit institutions participating in ReGIS to benefit from the facilities granted by Banca Naţională a României and - to separate the settlement risk management procedure and the facilities granted in order to achieve smooth settlement in ReGIS from the licensing procedure for payment systems into two regulations. The draft Regulation seeks to update the regulatory framework following the closure of the paper-based clearing house operated by Banca Naţională a României via lifting the 1 Real-time gross settlement system operated by Banca Naţională a României.

2 obligation imposed on payment system participants to establish a technical unilateral guarantee ceiling. This measure was initially meant to minimise the settlement risk of net positions calculated by the paper-based clearing house and currently represents an inefficient blocking of funds in ReGIS or of large-value securities in SaFIR 2 without ensuring mitigation of the settlement risk. The draft Regulation also improves the regulatory framework governing the smooth settlement in ReGIS by facilitating access to the intraday facility granted by Banca Naţională a României to credit institutions participating in ReGIS even in the case when those participants are no longer fulfilling the eligibility criteria for open market operations or their access to these operations is suspended or restricted. The draft Regulation also details the procedure of automated conversion of the repo intraday facility into the lending facility Lombard Credit for eligible credit institutions participating in ReGIS at their own initiative, following the recommendation of the International Monetary Fund in the Financial Sector Assessment Program Aide Memoire (November 2008) in order to allow the use of the same eligible financial instruments as collateral for the two types of operations. In addition, the draft Regulation provides the separation of the settlement risk management procedure applicable to clearing systems and the provisions related to the facilities granted by Banca Naţională a României to the credit institutions participating in ReGIS for the smooth settlement in this system, on the one hand, from the licensing procedure for payment systems, on the other hand, whilst the latter procedure is subject to another regulation. Stage in national legislative process The draft Regulation has been endorsed by the executive management of Banca Naţională a României and after the consultation of the European Central Bank it will be approved by the Banca Naţională a României Board and then published in Monitorul Oficial al României. 2 Securities depository and settlement system operated by Banca Naţională a României. 2

3 Details of the contact person Contact person is Ms. Ruxandra Avram, Head of Payment and Securities Settlement Systems Oversight Division, Financial Stability Department, telephone: ; extension 1150, fax: and 3

4 BANCA NAŢIONALĂ A ROMÂNIEI REGULATION on the procedure for the settlement risk management applicable to net settlement systems and the facilities granted by Banca Naţională a României for the smooth settlement in ReGIS Having regard to the provisions of Article 22 paragraphs (1) and (3) of Law No. 312/2004 on the Statute of Banca Naţională a României and of Articles 404 (1) and 405 of Government Emergency Ordinance No. 99/2006 on Credit Institutions and Capital Adequacy, approved as amended and supplemented by Law No. 227/2007, as subsequently amended and supplemented, Pursuant to the provisions of Article 48 of Law No. 312/2004 on the Statute of Banca Naţională a României, Banca Naţională a României issues this Regulation. Chapter I General provisions Article 1. This Regulation establishes: a) The procedure for settlement risk management applicable to net settlement systems which settle in ReGIS, unless they are governed by their own procedures for the management of settlement risk in ReGIS, imposed by the system operator and approved by Banca Naţională a României; b) The facilities granted by Banca Naţională a României to the credit institutions participating in ReGIS for the smooth settlement in this system.

5 Article 2. Under this Regulation, the terms and expressions stated below shall have the following meaning: a) System operator the legal person that establishes the rules of the system and is responsible for the system operation; b) Facilities granted by Banca Naţională a României to the credit institutions participating in ReGIS for the smooth settlement in this system the intraday liquidity facility and the lending facility for ensuring settlement of net positions; c) Intraday liquidity facility the facility granted by Banca Naţională a României to the credit institutions eligible under Article 11, enabling credit institutions to obtain liquidity via repurchase transactions with settlement on the same day, concluded with Banca Naţională a României against assets eligible for collateralisation. d) Lending facility for ensuring the settlement of net positions the facility granted by Banca Naţională a României to the credit institutions participating in ReGIS, enabling credit institutions to obtain credit from Banca Naţională a României in order to settle net positions calculated in the card payment schemes; e) Lending facility - Lombard Credit the facility defined in the regulations of Banca Naţională a României on open market operations; f) Clearing participant a credit institution whose net position following the clearing within a net settlement system is settled through its settlement account held with ReGIS; g) ReGIS a real-time gross settlement system operated by Banca Naţională a României; h) SaFIR a financial instruments depository and settlement system operated by Banca Naţională a României; i) System a payment system or a financial instruments settlement system; j) Net settlement system a system which calculates the net positions of clearing participants; the positions are then sent to Banca Naţională a României, which, in its capacity as settlement agent, shall have them registered with the clearing participants settlement accounts held with ReGIS.

6 Chapter II Procedure for the management of settlement risk applicable to net settlement systems which settle in ReGIS Section I Collateralisation Article 3. (1) The clearing participant in a net settlement system which is not governed by any procedure for the management of settlement risk in ReGIS shall set up collateral in lei, available with Banca Naţională a României, in order to ensure the settlement in ReGIS of its net debit position, calculated and communicated by the net settlement system s operator. (2) The collateral shall be set up no later than the settlement day and its value shall be at least equal to the value of the net debit position of the clearing participant. Article 4. (1) The collateral in lei referred to in Article 3 shall consist in: a) Pledge over the funds registered in the Reserves section in the clearing participant s settlement account held with ReGIS and/or b) Pledge registered in SaFIR over eligible assets for collateralisation, as defined in the regulations of Banca Naţională a României on open market operations. (2) The list of eligible assets for collateralisation referred to in paragraph (1) letter b), their value established by Banca Naţională a României, and the haircut applied by Banca Naţională a României when calculating the value of the collateral for these operations shall be made available on a daily basis to the clearing participants by Banca Naţională a României, via SaFIR-specific communication means. Article 5. The collateral shall be provided, supplemented, executed and released in compliance with the rules of ReGIS and SaFIR and the contractual clauses regarding the setting-up and foreclosure of collateral as per the contract concluded by the clearing participant with Banca Naţională a României. Article 6. Within the procedure for the management of settlement risk applicable to net settlement systems which settle in ReGIS, Banca Naţională a României may foreclose the collateral set up and made available with it by a clearing participant, in order to settle the latter s net debit position.

7 Section II Procedure for the management of settlement risk in financial instruments settlement systems Article 7. In the case of a financial instruments settlement system which settles on a net basis in ReGIS, the procedure for the management of settlement risk shall be applied in the following stages, by observing the rules of ReGIS and SaFIR and the clauses laid down in the participation contract in ReGIS, concluded between Banca Naţională a României and the system operator: 1. The system operator shall perform a preliminary calculation of the clearing participants net positions. 2. The system operator shall query ReGIS and SaFIR for the value of the collateral set up by each clearing participant in the respective system, at the hours specified by the participation contract concluded with Banca Naţională a României. 3. Where the total value of the collateral set up by a clearing participant is less than the value of its net debit position, the system operator shall communicate to the former the amount by which the collateral shall be supplemented. The clearing participant shall be given a time frame for this operation, as specified by the participation contract in ReGIS concluded between Banca Naţională a României and the financial instruments settlement system operator. 4. After the expiry of the time frame referred to in point 3, the system operator shall query again ReGIS and SaFIR for the new values of the collateral set up by the clearing participants in the respective system. 5. Where the total value of the collateral set up by each clearing participant covers the net debit position, the system operator shall initiate a payment instruction in ReGIS for the settlement of net positions. 6. Where the total value of the collateral set up by a clearing participant is still less than its net debit position, the system operator shall recalculate the net positions by excluding some transactions, so that each new net debit position is covered by the collateral set up for it and shall initiate a payment instruction for the settlement of the new net positions in ReGIS. As concerns the transactions excluded from the calculation of net positions, the system operator can initiate payment instructions in ReGIS for their settlement on a gross basis.

8 Article 8. (1) The payment instruction for the settlement of net positions shall be initiated in ReGIS in compliance with the provisions of the participation contract in ReGIS concluded between Banca Naţională a României and the respective financial instruments settlement system operator. (2) Banca Naţională a României shall not be bound to ensure the settlement of net positions on the respective settlement day unless the system operator initiates the payment instruction for the settlement of net positions in ReGIS within the time frame specified by the system rules and the participation contract in ReGIS concluded between Banca Naţională a României and the respective financial instruments settlement system operator. Section III Procedure for the management of settlement risk for card payment system Article 9. In the case of a card payment scheme, the procedure for the management of settlement risk shall be applied in the following stages, by observing the rules of ReGIS and SaFIR, the clauses of the participation contract in ReGIS concluded between Banca Naţională a României and the respective system operator as well as the provisions of Chapter III, Section II of this Regulation: 1. Where the net debit position of a clearing participant cannot be settled due to the lack of funds available in its settlement account held with ReGIS, Banca Naţională a României shall proceed to execution of collateral provided by the respective clearing participant in compliance with the provisions of Chapter II, Section I of this Regulation. 2. Where the net debit position of the clearing participant cannot be settled, even after the foreclosure on collateral set up in that system, the participant shall raise the funds required for the settlement either by using the intraday liquidity facility granted by Banca Naţională a României or by borrowing funds from other participants in ReGIS or by performing other transactions on the interbank market. 3. Where the net debit position of the clearing participant still cannot be settled, even after going through the stage referred to in point 2, the clearing participant shall use the lending facility granted by Banca Naţională a României to clearing participants in card payment schemes in order to ensure the settlement of net positions.

9 Chapter III Facilities granted by Banca Naţională a României to the credit institutions participating in ReGIS for the smooth settlement in this system Section I Intraday liquidity facility Article 10. In order to obtain intraday liquidity for the smooth settlement in ReGIS, eligible credit institutions can use the intraday liquidity facility granted by Banca Naţională a României under the framework contract for repurchase transactions with settlement on the same day, concluded between respective credit institution and Banca Naţională a României, by observing the provisions of this Regulation and the rules of ReGIS and SaFIR. Article 11. A credit institution is eligible to access the intraday liquidity facility if it fulfils each of the following conditions: a) The credit institution participates in ReGIS and SaFIR and it is not suspended from these systems; b) The credit institution has concluded with Banca Naţională a României the framework contract for repurchase transactions with settlement on the same day, referred to in Annex No. 1. Article 12. The assets used within the intraday liquidity facility shall be eligible assets for collateralisation, as defined they in the regulations of Banca Naţională a României on open market operations. Article 13. (1) The list of assets eligible for collateralisation used in intraday liquidity facility transactions, their value established by Banca Naţională a României, and the haircut applied by Banca Naţională a României when calculating the value of the collateral for these transactions shall be made available on a daily basis to the participants in ReGIS by Banca Naţională a României, via SaFIR-specific communication means. (2) The repurchase price of the assets used in the intraday liquidity facility transactions shall be the same as the initial sale price.

10 (3) In the case of failure to repurchase the assets used within the intraday liquidity facility, the credit institution can request Banca Naţională a României to convert the intraday liquidity facility into lending facility - Lombard Credit. Where the credit institution does not require the conversion of the intraday liquidity facility into lending facility - Lombard Credit, the eligible assets used for collateralisation remain in the ownership of Banca Naţională a României. (4) The conversion of the intraday liquidity facility into lending facility - Lombard Credit shall be achieved by novation, observing the conditions in the regulations of Banca Naţională a României on open market operations, including those referring to the eligibility of credit institutions and the rules of SaFIR. Article 14. Banca Naţională a României can decide to suspend or restrict the access of an eligible credit institution to the intraday liquidity facility: a) Where the credit institution has repeatedly failed to complete the repurchase transaction through the repurchase of the assets used as collateral within the intraday liquidity facility or through the conversion of the intraday liquidity facility into lending facility - Lombard Credit; b) Where insolvency proceedings were opened against the respective credit institution; c) Pursuant to the decision of the Banca Naţională a României Board for prudential reasons. Section II Lending facility for ensuring the settlement of net positions Article 15. In order to obtain the necessary credit to manage the settlement risk the clearing participant in a card payment scheme shall conclude the framework contract with Banca Naţională a României, according to the draft contract presented in Annexes No. 2a and 2b, respectively. Article 16. (1) If a clearing participant in a card payment scheme lacks the funds required for the settlement of its net debit position even after going through the stages referred to in Article 9 points 1-2, Banca Naţională a României grants a loan to that clearing participant guaranteed by the operator of the respective card payment scheme. The system operator guarantees the loan granted by Banca Naţională a României by

11 collateral including, but without limiting to, publicly issued government securities and/or deposits with Banca Naţională a României or with other legal persons agreed by Banca Naţională a României. (2) The loan granted under paragraph (1) shall not exceed the value of the uncovered net debit position of the clearing participant in the card payment scheme. (3) The loan referred to in paragraph (1) shall be granted for a period of 3 days. (4) The interest rate applied to the loan referred to in paragraph (1) shall be equal to the interest rate on the lending facility - Lombard Credit established by Banca Naţională a României plus 3 percentage points. (5) The interest on the loan referred to in paragraph (1) shall be paid at the same time as the loan reimbursement. (6) Where the loan s maturity day is a non-operating day for ReGIS, the loan shall be reimbursed on the next operating day of the system. Chapter IV Final provisions Article 17. On the date this Regulation enters into force the provisions of Banca Naţională a României Regulation No. 10/2005 on the facilities granted by Banca Naţională a României for the smooth settlement in ReGIS and the provisions of Title III of Banca Naţională a României Regulation No. 1/2005 on the payment systems ensuring funds clearing shall be repealed. Article 18. Annex No. 1 and Annex No. 2 are integral parts of this Regulation. Chairman of Banca Naţională a României Board MUGUR CONSTANTIN ISĂRESCU Bucharest,. No..

12 Annex 1 Framework contract for intraday repo transactions No...date... Pursuant to the provisions of Law No. 312/2004 on the Statute of Banca Naţională a României, of Government Emergency Ordinance No. 99/2006 on Credit Institutions and Capital Adequacy, approved as amended and supplemented by Law No. 227/2007, as subsequently amended and supplemented, of the Regulation on the procedure for the management of settlement risk applicable to net settlement systems and the facilities granted by Banca Naţională a României for the smooth settlement in ReGIS, of the system rules for the financial instruments depository and settlement system SaFIR, between Banca Naţională a României, with headquarters in Bucharest, Lipscani 25 street, sector 3, represented by...and by... and..., hereinafter credit institution, with headquarters in... (name of credit institution) Street..., no..., registered at Registrul comerţului under no..., tax code no...represented by...and by...,the following contract was concluded: I. Object of the contract The object of the present contract is the sale, by the credit institution to Banca Naţională a României, of assets eligible for collateralization, in order to obtain liquidity, and the repurchase of the same assets, within the same transaction, at the same price, during the same day. II. Definitions Throughout the present contract, the terms below have the following meanings: 1. first leg - is the sale of assets eligible for collateralization, in an intraday repo transaction;

13 2. second leg - is the repurchase of assets eligible for collateralization, sold at the first leg; 3. assets eligible for collateralization - the financial instruments defined in Banca Naţională a României regulations on money market operations; 4. unit price for sale/repurchase - the price for one financial instrument, at which both the sale and repurchase are executed, in an intraday repo; 5. haircut - the difference, as a percentage, between the market value of an eligible asset for collateralization and the value at which it is accepted by Banca Naţională a României for collateralization; the haircut is established and communicated by Banca Naţională a României, via SaFIR; 6. market value - the value at a certain date, set and communicated by Banca Naţională a României, via SaFIR, for each eligible asset for collateralization; 7. amount to settle - the amount of money credited to the account of the credit institution at the first leg in an intraday repo, and respectively to the Banca Naţională a României account at the second leg of the transaction. III. Moment when an intraday repo is executed 1. An intraday repo is accepted by Banca Naţională a României at the moment when the instruction is sent by the participant in SaFIR, without any other formalities being necessary regarding quotations or transaction approvals. 2. Unless expressly specified, for transactions under the present contract, the lack of any formalities, other than those specified in the present contract, do not affect the validity of transactions. IV. Rights and obligations of the parties 1. Rights and obligations of the credit institution 1.1. The credit institution has the right to receive intraday liquidity through the sale to Banca Naţională a României, within repo transactions, of assets eligible for collateralization The credit institution is obliged: to initiate repo transactions from the evidence account for financial instruments held in its own name, opened in SaFIR; to initiate repo transactions only with assets eligible for collateralization, specified and communicated via SaFIR, at the price communicated by

14 Banca Naţională a României and according to the timetable provided in the system rules; to hold, in the evidence account for financial instruments held in its own name, the necessary amount of eligible assets for the settlement of the first leg; to hold, in its settlement account in ReGIS, at the time of settlement, the amount of money necessary for the settlement of the second leg; to transfer to Banca Naţională a României s property the assets eligible for collateralization; to fully repurchase from Banca Naţională a României the assets sold at the first leg, by paying the repurchase price during the same day according to SaFIR system rules or to initiate the procedure to transform the intraday liquidity facility into a lending facility (lombard credit), according to SaFIR system rules The credit institution guarantees that the assets eligible for collateralization sold are its property, are not pledged or put under distraint and fall due after the maturity of the operation. 2. Banca Naţională a României s rights and obligations 2.1. Banca Naţională a României has the right: to receive the repurchase price of the assets, as well as the commissions stipulated in the SaFIR system rules; to decide the suspension or restriction of the access of a credit institution to the intraday liquidity facility in any of the following situations: a) the credit institution was suspended or removed from ReGIS and/or SaFIR; b) if the credit institution repeatedly does not finalize the repo operation, by repurchasing the assets used for the intraday liquidity facility or for the lombard credit into which the intraday liquidity facility was transformed; c) for prudential reasons, pursuant to the decision of Banca Naţională a României s Board Banca Naţională a României is obliged to: communicate daily, via means specific to SaFIR, the list of assets eligible for collateralization, their market value and haircut applied by

15 Banca Naţională a României to obtain their collateral value for repo operations; to accept intraday repos, initiated by the credit institution via messages sent to SaFIR, based on the fulfillment of the obligations stipulated in the present contract and in the Regulation on the settlement risk management procedure applicable to net settlement systems and the facilities granted by Banca Naţională a României for the smooth settlement in ReGIS,of the system rules for the financial instruments depository and settlement system SaFIR. V. Timetable for initiating repo transactions with settlement on the same day Repo transactions with settlement on the same day can be initiated by the credit institution within the timeframe of the delivery versus payment service, as specified in SaFIR system rules. VI. Price and amount to be settled 1. The unit sell price for the first leg and the unit repurchase price for the second leg are equal and represent the market value minus the haircut, as defined in the present contract and SaFIR system rules. 2. The amount to be settled for the first leg and the amount to be settled for the second leg are equal. The settlement amount will be smaller or equal to the product between the number of financial instruments and their market value less the haircut. VII. Settlement 1. Repo transactions with settlement on the same day are settled in real time, based on the principle of delivery versus payment, according to SaFIR system rules. 2. Delivery of financial instruments by the credit institution to Banca Naţională a României, and respectively by Banca Naţională a României to the credit institution, according to the present contract, is performed through the transfer of the property right. 3. According to SaFIR system rules, participants can set a deadline for the second leg before the cutoff time of the service delivery versus payment. 4. For repo transactions with settlement on the same day, for which the first leg was settled, the change of eligibility criteria during the day does not impede the settlement of the second leg.

16 5. For repo transactions with settlement on the same day, no other ancillary operations are permitted, such as substitutions, margin calls, maturity modification, as defined in SaFIR system rules. 6. If a credit institution that entered into a repo transaction with Banca Naţională a României cannot perform the second leg of the repo, the credit institution has the choice to request to Banca Naţională a României a transformation of the intraday liquidity facility into a lending facility (lombard credit). Otherwise, the assets transacted under the contract remain in Banca Naţională a României s property. The transformation of intraday credit facility in lombard credit shall be done, according to SaFIR system rules, through novation. VIII. Commissions The commissions owed by the credit institution for repo transactions with settlement on the same day are those specified in annex no. 9 to SaFIR system rules. IX. Force majeure Parties of this contract are not liable for improper/delayed execution fully or in part of obligations arising from this contract, if due to force majeure. X. Litigations Disagreements between parties shall be settled amiably. If that is not possible, parties shall address the competent judicial authority. XI. Final provisions 1. This contract is governed by Romanian law. Any change in the regulatory framework, including in the model for the framework contract, and/or the system rules of SaFIR, shall lead to the corresponding revision of the present contract. 2. This contract shall enter into force on This contract was concluded today..., in two copies, one for each party. BANCA NAŢIONALĂ A ROMÂNIEI... Authorized signatures (name of credit institution) Authorized signatures

17 Annex 2a Framework contract regarding loans granted for the settlement of net debit positions No.... of... Pursuant to the provisions of the Law No. 312/2004 on the Statute of Banca Naţională a României, of the Emergency Ordinance of the Romanian Government No. 99/2006 on credit institutions and capital adequacy, approved with amendments and supplements by the Law No. 227/2007, as subsequently amended and supplemented, of the Regulation on the procedure for the management of settlement risk applicable to net settlement systems and the facilities granted by Banca Naţională a României aiming at smoothing the settlement in the ReGIS system, and of the ReGIS system rules. Between Banca Naţională a României, with headquarters in Bucharest, 25 Lipscani Street, Sector 3, represented by... and by..., and hereinafter credit institution with (name of the credit institution) headquarters in..., Street... no...., registered in Registrul Comerţului under No...., fiscal code..., represented by... and by..., the present contract has been concluded. I. Object of contract The object of the present contract is the granting of a collateralised credit by Banca Naţională a României for the final settlement in the ReGIS system of the net debit position of the credit institution, in case that, at the moment established in the ReGIS system rules, the credit institution does not hold the funds necessary for the settlement in ReGIS of its net debit position, as calculated by the card payment system administrated by VISA Europe. II. Lending requirements

18 1. The credit granted shall not exceed the value of the uncovered net debit position of the credit institution, calculated by the card payment system administrated by VISA Europe. 2. The credit granted by the Banca Naţională a României shall be guaranteed by VISA Europe according to the contract between Banca Naţională a României and VISA Europe. 3. The credit period is 3 calendar days. 4. The interest rate on this loan shall be the interest rate for the Lombard credit, as published on the Banca Naţională a României contributor s pages in Reuters and Telerate systems, plus 3 percentage points. 5. The interest on this loan shall be paid at the time of the loan reimbursement. 6. In case the maturity date of the loan is a non-operating day for the ReGIS system, the loan shall be reimbursed on the next operating day of the system. III. Rights and obligations of the parties 1. The credit institution has the right to receive funds from Banca Naţională a României through the lending facility for ensuring the settlement of net debit positions and the obligation to reimburse those funds, under the conditions agreed by the parties in this contract. 2. Banca Naţională a României has the obligation to grant the loan at the end of the ReGIS operating day and the right to be reimbursed at the maturities and under the terms of this contract. 3. In case that the credit institution fails to reimburse the loan and the interest, fully and on term, Banca Naţională a României has the right to inform VISA Europe of this fact. IV. Force majeure Parties of this contract are not liable for improper/delayed execution fully or in part of obligations arising from this contract, if due to force majeure. V. Litigation

19 Disagreements between parties shall be settled amiably. If that is not possible, parties shall address the competent judicial authority. VI. Final provisions 1. This contract is governed by the Romanian law. Any change in the legal framework, including the framework contract, shall result in amending this contract accordingly. 2. This contract comes into force at... (date) This contract has been concluded today...(date)... in two copies, one for each party. BANCA NAŢIONALĂ A ROMÂNIEI Authorised signatures (name of the credit institution) Authorised signatures

20 Annex 2b Framework contract regarding loans granted for the settlement of net debit positions No.... of... Pursuant to the provisions of the Law No. 312/2004 on the Statute of Banca Naţională a României, of the Emergency Ordinance of the Romanian Government No. 99/2006 on credit institutions and capital adequacy, approved with amendments and supplements by the Law No. 227/2007, as subsequently amended and supplemented, of the Regulation on the procedure for the management of settlement risk applicable to net settlement systems and the facilities granted by Banca Naţională a României aiming at smoothing the settlement in the ReGIS system, and of the ReGIS system rules. Between Banca Naţională a României, with headquarters in Bucharest, 25 Lipscani Street, Sector 3, represented by... and by..., and hereinafter credit institution with (name of the credit institution) headquarters in..., Street... no...., registered in Registrul Comerţului under No...., fiscal code..., represented by... and by..., the present contract has been concluded. I. Object of contract The object of the present contract is the granting of a collateralised credit by Banca Naţională a României for the final settlement in the ReGIS system of the net debit position of the credit institution, in case that, at the moment established in the ReGIS system rules, the credit institution does not hold the funds necessary for the settlement in ReGIS of its net debit position, as calculated by the card payment system administrated by MasterCard International. II. Lending requirements

21 1. The credit granted shall not exceed the value of the uncovered net debit position of the credit institution, calculated by the card payment system administrated by MasterCard International. 2. The credit granted by the Banca Naţională a României shall be guaranteed by MasterCard International according to the contract between Banca Naţională a României and MasterCard International. 3. The credit period is 3 calendar days. 4. The interest rate on this loan shall be the interest rate for the Lombard credit, as published on the Banca Naţională a României contributor s pages in Reuters and Telerate systems, plus 3 percentage points. 5. The interest on this loan shall be paid at the time of the loan reimbursement. 6. In case the maturity date of the loan is a non-operating day for the ReGIS system, the loan shall be reimbursed on the next operating day of the system. III. Rights and obligations of the parties 1. The credit institution has the right to receive funds from Banca Naţională a României through the lending facility for ensuring the settlement of net debit positions and the obligation to reimburse those funds, under the conditions agreed by the parties in this contract. 2. Banca Naţională a României has the obligation to grant the loan at the end of the ReGIS operating day and the right to be reimbursed at the maturities and under the terms of this contract. 3. In case that the credit institution fails to reimburse the loan and the interest, fully and on term, Banca Naţională a României has the right to inform MasterCard International of this fact. IV. Force majeure Parties of this contract are not liable for improper/delayed execution fully or in part of obligations arising from this contract, if due to force majeure. V. Litigation 18

22 Disagreements between parties shall be settled amiably. If that is not possible, parties shall address the competent judicial authority. VI. Final provisions 1. This contract is governed by the Romanian law. Any change in the legal framework, including the framework contract, shall result in amending this contract accordingly. 2. This contract comes into force at... (date) This contract has been concluded today...(date)... in two copies, one for each party. BANCA NAŢIONALĂ A ROMÂNIEI Authorised signatures (name of the credit institution) Authorised signatures 19