1996-03-21 | A 2422Added
Financial entities must maintain daily liquidity balances at no less than 50% of the requirement, repeating prior-day balances on non-transaction days. Admitted concepts require custody at Deutsche Bank, New York, with specific deadlines for option notifications (72 hours) and sell orders (five business days). Non-compliance triggers a 40% effective annual interest rate on unpaid charges and mandates a regularization plan within 20 calendar days after four consecutive or six alternating violations. Repeated breaches prohibit branch expansion and cap deposit levels at the non-compliant period’s average. Entities must report responsible officials to the Superintendence within ten calendar days of any roster changes.
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__________________________________________________________________ COMUNICACION " A " 2422 21/03/96 __________________________________________________________________ TO FINANCIAL ENTITIES:
Ref.: Circular
LISOL 1 - 133.
CONAU 1 - 193.
Minimum Liquidity Requirements.
Consolidated Text
We address you to deliver attached the consolidated text of the rules regarding minimum liquidity requirements.
Likewise, we clarify that when points 3.1.3., 3.1.5., 3.1.8. and 3.1.9. of Section 3 mention Deutsche Bank, New York, it should be understood that this refers to "Deutsche Morgan Grenfell/C.J. Lawrence Inc." of New York, the current name of the entity performing the function of custodian by delegation from Deutsche Bank AG.
We salute you very attentively.
BANCO CENTRAL DE LA REPUBLICA ARGENTINA
Juan Carlos Isi Alfredo A. Besio
Submanager of Standards for Financial Entities Manager of Standards for Financial Entities
| I B.C.R.A. | TEXTO ORDENADO DE LAS NORMAS SOBRE | Anexo a la | REQUISITOS MINIMOS DE LIQUIDEZ | Com. "A" 2422 |
|---|---|---|---|---|
| -Index | ||||
| Section 1. Concepts Included. | ||||
| Section 2. Calculation. | ||||
| Section 3. Integration. | ||||
| Section 4. Minimum Requirements. | ||||
| Section 5. Non-Compliance. | ||||
| Section 6. Responsible Parties and Sanctions. | ||||
| Section 7. Accounting Registration. | ||||
| Section 8. Model for Notification of Put Option Contract. | ||||
| Section 9. Model for Loan Contract with Mortgage Guarantee. | ||||
| Section 10. Other Provisions. | ||||
| Section 11. Transitional Provisions. |
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 1. Conceptos comprendidos. I |
| +------------+---------------------------------------------------+ All deposits and other obligations by financial intermediation, in pesos and foreign currency, whose residual term is not greater than one year, including -by way of illustration- those arising from operations with banks and correspondent banks abroad, reverse repos (pases pasivos), negotiable obligations, and deposits of securities (public and private) for the capitals effectively traded and the unused balances of formalized current account advances that do not contain clauses enabling the entity to unilaterally and discretely cancel the possibility of use of said margins. |
Premiums and accrued, due, or to accrue interest on the aforementioned debts are excluded, as are obligations with the Central Bank, obligations with local financial entities, obligations with foreign banks for lines destined for financing foreign trade operations, obligations mentioned in points 1.2.1. to 1.2.5. of Chapter I of Circular REMON - 1, obligations for spot purchases to be settled and forward sales/purchases of securities and foreign currency, and spot sales to be settled and forwards of securities and foreign currency, whether or not linked to active repos.
Likewise, local branches of foreign banks may exclude obligations for lines granted -regardless of their destination- by their parent house or branches in other countries to the extent that the bank holds at least an "A" rating or higher granted by any of the international risk assessment agencies, according to the list contained in point 6. of Communication "A" 2269. The same treatment will apply in cases of local subsidiaries of foreign banks for credit lines granted by them or their branches in other countries, provided that their operations and obligations are explicitly guaranteed by the parent or controlling house -subject to a consolidated supervision regime- and that this house holds a rating of the level mentioned previously.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 2. Cómputo. I |
| +------------+---------------------------------------------------+ The minimum liquidity requirements established shall be applied, according to the procedure indicated in the following paragraphs, on the monthly average of daily balances of the included concepts registered during the calculation period at the close of each day. To this end, in the case of fixed-term deposits in pesos and foreign currency, liquidity requirements will arise from applying the established rates -according to the maturity structure set- on the amounts resulting from multiplying the total daily balance of those obligations -which are registered in the calculation period they correspond to- by the percentages resulting from the residual maturity structure of the position whose close was operated on the day prior to the start of the respective calculation period, that is considering the number of days remaining in that period until the obligation's maturity, counted from each of the days of said interval. |
In the case of other term operations -including obligations with banks and correspondent banks abroad computable- the residual terms will be computed according to the number of days remaining until the obligation's maturity, counted from each of the days of the same calculation period to which the minimum liquidity requirements correspond. The requirements will arise from applying the established rates to the daily balances of the aforementioned obligations based on the different residual maturity tranches that are set.
Furthermore, in the particular case of obligations for full or periodic capital payments, the amounts of amortization services maturing within the year, counted from each of the days of the position to which the minimum liquidity requirement corresponds, will be considered independently for the purpose of applying the appropriate rate based on the number of days remaining until the maturity of each of them.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 2. Cómputo. I |
| +------------+---------------------------------------------------+ When the financial entity enters into option agreements or contracts that ensure total or partial refinancing of term obligations, for the purpose of establishing the residual term until the obligation's maturity, the term arising from making use of those facilities will be considered, for the portion of the liability covered by the agreement. This criterion is applicable in cases where the agreement is entered into with Backstop Fund S.A. (created by the National Government within the framework of the Program for the Development of the Capital Market agreed with the World Bank) or when the counterparty is a foreign bank that holds at least an "A" rating or higher granted by any of the international risk assessment agencies according to the list contained in point 6. of Communication "A" 2269. |
The calculation periods will be as follows:
| Position | Requirement and Integration |
|---|---|
| Day 15 of the previous month | Until the 15th of the current month. |
| End of month | From the first to the last day of the month |
Averages will be obtained by dividing the sum of the relevant daily balances by the total number of days in the calculation period.
On days when no movement is registered, the balance corresponding to the immediately preceding business day must be repeated.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 3. Integración. I |
| +------------+---------------------------------------------------+ The compliance with the integration of liquidity requirements will be measured based on the monthly average of daily balances registered in the concepts admitted for this effect during the calculation period of the requirements, dividing the sum of said balances by the total number of days in the period. On days when no movement is registered, the balance corresponding to the immediately preceding business day must be repeated. |
On no day of the integration calculation period shall the sum of the balances of the admitted concepts, registered at the close of each day, be less than 50% of the determined requirement.
3.1.1. Reverse repo operations for the Central Bank (for traded capitals).
3.1.2. Account "Liquidity Requirements - Com. "A" 2350" opened at Deutsche Bank, New York, in the name and order of the entity.
3.1.3. Bonds of central governments of countries members of the Organisation for Economic Co-operation and Development (OECD) that hold at least an "A" rating or higher granted by any of the international risk assessment agencies according to the list contained in point 6. of Communication "A" 2269.
It must be titles with usual quotation for significant amounts on exchanges or markets abroad.
The computation will be carried out taking into account the value that arises for each day of the month based on the daily quotation of the titles.
This integration will be accepted provided that the bonds or certificates representing the investment remain in custody at Deutsche Bank, New York.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 3. Integración. I |
| +------------+---------------------------------------------------+ 3.1.4. Banking Liquidity Letters of the National Government, in whose issuance conditions it is established that they are backed by an amount equivalent to the issuance deposited at the Central Bank. | |
| These titles must be computed by the amount invested for their acquisition, without taking into account the interest that accrues on their nominal value. |
3.1.5. Securities of the country (public and private) provided that the local entity is the holder of the right to exercise a put option on the values to a foreign bank that holds at least an "A" rating or higher granted by any of the international risk assessment agencies according to the list contained in point 6. of Communication "A" 2269. It must be foreseen that the exercise of the option can be made at any time within the following 90 days. The exercise value of the option will be computed as integration from the day the operation is arranged. The computation of this integration will be accepted provided that:
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 3. Integración. I |
| +------------+---------------------------------------------------+ |
3.1.6. 1% of the debt balance for capitals of housing mortgages formalized from 15.10.95 in the terms of the model contract adopted by financial entities - Section 9.- and originated and carried out under the guidelines established by the National Mortgage Bank or DB Program Manager S.A. (Deutsche Morgan Grenfell), provided that they concern clients classified in normal situation or compliance (category 1).
3.1.7. Loans with mortgage guarantee that meet the conditions indicated in point 3.1.6., participation certificates and debt representative titles issued by trustees, regarding trusts referred to the aforementioned housing mortgages, provided that the local entity is the holder of the right to exercise a put option on the portfolio or the values that can be exercised at any time within the following 60 days, observing all other safeguards contained in point 3.1.5.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 3. Integración. I |
| +------------+---------------------------------------------------+ 3.1.8. Securities -obligations and shares- issued by companies constituted in countries members of the Organisation for Economic Co-operation and Development (OECD). It will be required that the issuing companies maintain in force obligations that hold at least an "A" rating granted by any of the international risk assessment agencies according to the list contained in point 6. of Communication "A" 2269. It must be high-liquidity titles, with daily quotation for significant amounts on stock exchanges or securities markets operating in cities of countries members of the aforementioned organization (OECD). The value of the holding of each title cannot exceed the equivalent to 5% of the daily amount traded in those exchanges, measured according to the average of the movements of the last twelve months that each species has registered. The computation will be carried out taking into account the value that arises for each day of the month based on the daily quotation of the values. The computation of this integration will be accepted provided that the titles remain in custody at Deutsche Bank, New York. |
3.1.9. Share units of investment funds whose assets are constituted by the securities referred to in points 3.1.3. and 3.1.8.
It must be foreseen that orders to sell share-units are accepted on the day the instruction is formulated and that their settlement -with crediting in favor of the entity of the pertinent amount- is effected within five business days following the date of the sell order.
The computation will be carried out taking into account the value of the share-unit determined for each day of the month based on the daily quotation of the values composing the fund.
The computation of this integration will be accepted provided that the certificates representing the share-units remain in custody at Deutsche Bank, New York.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 3. Integración. I |
| +------------+---------------------------------------------------+ 3.2. Integration in the admitted concepts will only be computable up to the following maximum limits, measured with respect to the minimum requirement of each period: |
| Concept | Maximum Computable -in %- |
|---|---|
| Points 3.1.1. and 3.1.4. (together) | 100 |
| Points 3.1.2., 3.1.3., 3.1.5., 3.1.7., 3.1.8. and 3.1.9. (together) | 50 |
| Point 3.1.5. (within the preceding margin) | 10 |
| Point 3.1.7. (within the 50% margin) | 5 |
For these purposes, the amount of the concept referred to in point 3.1.6. may be computed in its entirety, without any limitation.
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 4. Requisitos mínimos. I |
| +------------+---------------------------------------------------+ The requirements arising from applying the following rates must be integrated: |
| Concept | Rates in % |
|---|---|
| - Checking accounts (common and deferred payment), in pesos and US dollars | 15 |
| - Savings accounts in pesos and foreign currency | 15 |
| - Pupillary usuries, special accounts for closed circles and "Unemployment Fund for Construction Industry Workers" | 15 |
| - Other demand deposits and obligations, including with banks and correspondent banks abroad -except foreign trade obligations-, immobilized balances in pesos, foreign currency and securities, and unused balances of formalized current account advances | 15 |
| - Fixed-term deposits in pesos, foreign currency and securities, obligations for "acceptances", reverse repos of securities and foreign currency, sureties and stock exchange reverse repos of securities, other term obligations in pesos and foreign currency and term obligations with banks and correspondent banks abroad -except foreign trade obligations-, and negotiable obligations: | |
| - Up to 59 days | 15 |
| - From 60 to 89 days | 15 |
| - From 90 to 179 days | 10 |
| - From 180 to 365 days | 5 |
| - More than 365 days | 0 |
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| I | REQUISITOS MINIMOS DE LIQUIDEZ |
|---|---|
| I B.C.R.A. | ---------------------------------------------------I Sección 5. Incumplimientos. I |
| +------------+---------------------------------------------------+ The deficiency in integration of the minimum liquidity requirements -including the deficiency of the minimum daily balance- will be subject to a charge equivalent to 30% nominal annual, calculated according to the following expression: |
c = Dna * 30 / 36500
where c : amount of the charge
Dna: accumulated net deficiency subject to charge, expressed in numerals
In case of defects being registered successively, the charge will be applied to the positive result of the following expression:
Dna = (dt1 + dt2 + dt3 + ...+ dtn) - dac
where dtn = rt - it
where t : fortnight comprised rt: liquidity requirement of subperiod t it: integration of subperiod t dt: deficiency of subperiod t (in case of excess it will be -dt) dac: algebraic sum of the numerals of the fortnights for which charge was settled up to the calculation period immediately prior to the last one in which defect is registered.
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Furthermore, the following provisions shall apply:
The repetition of non-compliances (in average positions) four times consecutively or six alternately within a year term, will determine the obligation to present a regularization plan, within the 20 calendar days following the close of the period in which any of those circumstances is registered.
This will constitute an impediment for the expansion of the entity (opening of branches or representation offices abroad), transformation or participation in other financial entities.
Furthermore, starting from the first day of the month following that of the non-compliance that determines the obligation to present the aforementioned plan, the amount of deposits, in pesos, foreign currency and securities, cannot exceed the level that in monthly average of daily balances had reached during the period in which said non-compliance is verified.
The lifting of that restriction will be subject to the resolution adopted regarding the plan presented.
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The financial entity will inform the Superintendence of Financial Entities and Exchanges of the names of the responsible persons for the management of the liquidity policy—which involves adopting safeguards for compliance with the integration of minimum liquidity requirements—(officials and/or manager of the area), the General Manager and the member of the board of directors or counselor or highest authority in the country in the case of foreign entities to whom the function must be reported. Furthermore, when changes occur in that roster, the information must be updated within 10 calendar days of the occurrence of that modification.
The aforementioned officials will be fully responsible for verifying that the declared integration corresponds strictly to the definition of concepts admitted for such effect, that is, that they are not subject, directly or indirectly, to conditions that distort the objective pursued by these requirements (disposal of funds in adequate time and form to meet the return of liabilities), due to the existence of counter-documents, formalized or informal commitments or committed operations that nullify the liquidity of instruments admitted as integration.
Likewise, the designated officials will be responsible for changes in the resource capture policy that imply an artifice aimed at evading the minimum liquidity requirements such as extending the term of operations associated with the early cancellation of obligations.
The mechanisms or modalities that, in the judgment of the Superintendence of Financial Entities and Exchanges, make it presumable the existence of undue conditions on the disposal of liquidity will determine the obligation to immediately suspend the involved officials, who together with the financial entity must give explanations on the matter within the term of 5 business days, counted from the notification of the request.
The aforementioned Superintendence will issue a ruling within 30 business days following the receipt of the defenses.
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The verification of infractions will determine the application of the following sanctions:
The sanctions will have immediate execution, without prejudice to the right to appeal granted by Law 21.526.
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Entities must register in off-balance sheet accounts, codes 715007 and 725007, the commitments to grant correspondent lines or financings or funds under any modality in favor of other entities abroad.
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English Version:
Deutsche Morgan Grenfell/C.J. Lawrence Inc.
Att. Mr. Michael Tierney
We inform you that (name of the seller of the option) has entered with (argentine entity's name) into the Following put option transaction:
Operation: Put Option
Style: American
Underlying assett: (bond's name)
Trade Date:
Premium Value Date:
Seller:
Buyer: (name of argentine entity)
Put Amount:
Strike Price:
Expiration Date:
Maturity Date:
Premium:
Payment System: Cash Settlement/Physical delivery This contract was signed under the ISDA master agreement.
Spanish Translation:
Deutsche Morgan Grenfell/C.J. Lawrence Inc.
Attention: Mr. Michael Tierney
We inform you that (name of the option issuer bank) has agreed with (name of the local entity) the following put option operation:
Operation: put option
Type: american
Underlying asset: (title involved)
Negotiation date:
Premium payment date:
Seller: (name of the issuer)
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Buyer: (name of the local entity)
Contract amount:
Exercise price:
Exercise deadline:
Settlement date:
Premium (or option price):
Settlement method: by price difference or by delivery of titles This operation has been carried out in accordance with the provisions of the "ISDA" (International Swap Dealers Association) master agreement.
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Regarding the model transcribed below, consensus has been achieved by financial entities, through the associations of Banks of Argentina and Banks of the Republic Argentina and the National Mortgage Bank, and in whose elaboration local and international companies dedicated to designing "securitization" programs of mortgages have also participated.
Nevertheless, this does not imply that this Institution formulates an opinion or approval regarding that contract, therefore it assumes no responsibility whatsoever for its content from the legal point of view, following the criterion usually employed regarding the instrumenting of credit operations, without prejudice to which entities must adopt the pertinent safeguards to adequately observe the regulatory provisions issued in the matter.
In the City of ................., Province of ..........., on the .......... days of the month of .......... of .......
APPEAR:
............................................., capable persons and known to me. INTERVENE:
..................................................., in their own name (borrower of the loan), hereinafter the DEBTOR and .............................. in name and representation of ............, hereinafter THE BANK OR THE CREDITOR. The APPEARING PARTIES resolve to celebrate the following loan contract with mortgage guarantee subject to the following clauses and conditions:
I - LOAN CONTRACT
First. Object. Amount. THE BANK grants to the DEBTOR, as a loan, the amount of United States Dollars bill ................................ (u$s......), sum that the DEBTOR receives from the representative of the BANK at this act, in bills of said currency, serving the present as sufficient receipt or letter of debt. Immediately after, the DEBTOR delivers to the BANK the sum of U$S........ for the purpose of facing the payment
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(of the commission of (NAME OF THE BANK'S COMMISSION) as well as of the following expenses (LIST EXPENSES PAYABLE BY THE CLIENT ON THE DATE OF THE LOAN DISBURSEMENT). The loan will be destined to the acquisition (refurbishment/expansion) of the real estate that is mortgaged at this act, which will constitute his family home and permanent residence.
Second. Sworn declaration of the borrower: The DEBTOR declares under oath: a) That he exercises the legal, patrimonial, economic and financial capacity required by the regulation governing the loan as well as knows all and each one of the dispositions and norms of the Central Bank of the Argentine Republic relative to this type of financings, even those subject to special conditions, to which he commits to adhere to in everything, b) That the age of the building of the real estate does not exceed ..... years, c) That the amount received in loan does not exceed the ......% of the total value of the real estate, d) That both the borrower of the loan and the cohabiting family group, dispose of permanent and sufficient monthly incomes that ensure the repayment of the amount received in the terms and conditions agreed, e) that he expressly accepts the verifications that the creditor will carry out and that in case of proving the lack of truthfulness, falsification or total or partial concealment of the supplied information, this will originate the expiration of terms in the terms of the Twelfth clause of the present, in addition to the civil and penal sanctions that correspond.
Third. Term. The loan is granted for the term of .........., for which the maturity of the last amortization installment according to what is agreed in the following clause will operate on the .....
Fourth. Form of capital amortization. The DEBTOR obligates himself to restore the lent capital in ..... monthly and consecutive installments, with maturity the first on day...... and the remaining on the.... of each month or the
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following banking business day in its case, whose amount will result from the application of the so-called "French system", according to the formula established in Communication .... of the B.C.R.A.. (If the loan is at fixed rate draft: "The amount of each installment is fixed in the sum of u$s ...... ". If the loan is at variable rate draft: "The initial installment is fixed in the sum of u$s ........., said amount will vary month to month according to the determination of the interest rate stipulated in the Fifth clause). If German amortization system is foreseen, the Fourth clause would be drafted as follows: "Fourth. Capital Amortization. The DEBTOR obligates himself to restore the lent capital in ......monthly and consecutive installments, with maturity the first on day....and the remaining on the.... of each month or the following banking business day in its case. The amount of each installment will be equivalent to the quantity resulting from the division of the outstanding capital balance by the number of installments to mature, including that which motivates the calculation".
Fifth. Interest. From the date until its effective payment, the loan will accrue a compensatory interest due on balances payable by monthly periods, together with the capital amortization installments. (If fixed rate is agreed, draft: "The interest rate of the loan will be ... % nominal annual, equivalent to the ....% effective monthly". If the loan is at variable rate draft: "Together with each capital installment the debtor must pay a variable interest calculated on the outstanding capital balance, for the monthly period elapsed. Said interest will be equivalent to ....... (each Bank will set objective criteria of definition) excluding the Value Added Tax or any other current or future tax, which in case it corresponds, will be at the expense of the debtor part and will be cancelled together with each interest payment. The debtor part commits to inform the Bank of its situation regarding VAT and in case of not doing so, the Bank will consider it as unregistered taxpayer with all the respective fiscal consequences emerging from said category
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tax status. The rate of the first period will be of .....% nominal annual, equivalent to the...% effective monthly".
Sixth. Expenses and commissions. Tax Withholdings. To the capital installment plus the agreed interests according to what is established in the preceding Fifth clause (the amount corresponding to the commission for the BANK, for the administration of the credit, will be added, which will be equivalent to ... percent (... %) of the amount of each installment. Optional for the BANK). Likewise, the sum corresponding to the payment of life insurance and on the real estate, which are established in this contract, will be added. All money sums payable by the DEBTOR under this Contract will be paid free and exempt, without retention or deduction, of any tax, fee or charge of any kind, present or future, applied, levied, collected or withheld by any authority, unless the retention or deduction of such taxes, fees or charges is required by law or applicable disposition. In such case, the DEBTOR will pay the necessary additional amounts so that the net amounts perceived by the BANK (after taking into account such retention or deduction) are equal to the amounts the BANK would have received if the retention or deduction of said taxes or rights had not been required. It is expressly established that this clause will be applicable even in cases where the retentions or deductions had not corresponded to be made, or well made at a different rate, if a cession of the credit instrumented by the present had not occurred.
Seventh. 7.1. Payment Currency. All payments stipulated in this contract must be made in freely available United States dollars, and not in another currency and recognizes in an express, firm, irrevocable and unconditional manner that the totality of payment obligations at his charge emanating from this loan will remain valid and enforceable until the BANK has received the exact amount of United States dollars that corresponded to be paid under the loan that is instrumented by the present. For the supposition that through the enforcement of a legal norm, or by
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any other reason, the free exchange market existing on the date of the present ceases to exist, or by any other means the free purchase and sale of United States dollars in exchange houses and/or financial entities is prohibited, or for any reason it is not possible to obtain United States dollars in the Buenos Aires plaza, or in the case that the loan that is instrumented by the present has been ceded to an entity domiciled abroad or well to the trustee of a financial trust established under the framework of Law 24.441 for the purpose of carrying out a securitization operation in the local and international markets, so that said entity can transfer the United States dollars it receives from the DEBTOR under this Contract abroad, the BANK at its sole option may opt between: (a) maintain the validity of the obligation of the DEBTOR to cancel its obligations under this contract only through the delivery of United States dollars, or well (b) demand to the DEBTOR to pay the amounts owed through the delivery to the BANK of the quantity of pesos that would be necessary to acquire in the Buenos Aires Stock Exchange or in the Electronic Open Market S.A. (the "MAE"), a quantity such of External Bonds of the Republic Argentina, of any series and value (hereinafter "Bonex"), or in the absence, insufficiency or absence of Bonex, any other public title denominated and payable in United States dollars, emitted by the Government of the Republic Argentina, of any series or value, that trades in the Buenos Aires Stock Exchange and/or in the MAE and that is possible to be acquired in the United States of America, at the choice of the BANK, that sold in the New York market, United States of America, is equivalent to the United States dollars owed by the DEBTOR under this contract (hereinafter the Bonex and/or the public titles in United States dollars emitted by the Government of the Republic Argentina previously indicated, will be named as the "Titles"). For the purposes of determining the purchase value in the Buenos Aires Stock Exchange, the spot quotation, 24 hours, of the titles at the .... hours of the day in which the payment is effected will be followed. To determine the sale value of the titles against dollars
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+------------+---------------------------------------------------+
| I I REQUISITOS MINIMOS DE LIQUIDEZ I |
|---|
| I B.C.R.A. I---------------------------------------------------I Sección 9. Modelo de contrato de mutuo con garan- I tía hipotecaria (punto 3.1.6., Sec. 3.)I |
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United States dollars in New York, United States of America, the average of the buyer and seller price at that date published by the newspaper El Cronista and in its default, any other specialized publication and/or information source at the choice of the BANK. In all cases, in order to determine the value of said transactions, the amounts corresponding to expenses, commissions and taxes of the same must be added, which will be at the exclusive charge of the BORROWER. In the event that on the payment date of the obligations of the BORROWER there were no securities quoted on the Buenos Aires Stock Exchange and/or it was not possible to sell the securities in New York, United States of America, the BANK may require the BORROWER to cancel its obligations by paying the sum of pesos that would be necessary to acquire in New York, United States of America, the US dollars owed to the BANK, according to the exchange rate of pesos against US dollars that quotes in the city of New York, United States of America, at the choice of the BANK, Citibank N.A., The Chase Manhattan Bank N.A. or Morgan Guaranty Trust Company of New York, at 7:30 p.m. on the day of payment. Without prejudice to the foregoing, the application of any of the procedures described above under section b) will only have cancelling effects to the extent that as a result thereof the BANK has received the exact amount of US dollars that corresponds to be paid on the date in question (i) in Argentina or (ii) exclusively abroad in the case that there are prohibitions or restrictions so that the US dollars received as a consequence of the application of said procedures cannot be transferred in the case that the loan instrumented herein has been assigned to an entity domiciled abroad or to the trustee of a financial trust established under the framework of Law 24.441 for the purpose of carrying out a securitization operation in local and international markets.
7.2. Declaration by the BORROWER. Waiver of hardship.
The BORROWER declares having examined in detail and carefully the current situation of the markets involved, especially the real estate, financial and +---------------+------------------------------------+-----------+
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| +------------+---------------------------------------------------+ foreign exchange markets, and states that it has taken into account the possibility of fluctuations in said markets, and in the quotation of the currency defined in point 7.1. above, therefore expressly and irrevocably waives invoking hardship, supervening onerousness, lesion enormous , abuse of right, in order to cancel any of its payment obligations under this contract with a different currency or with a smaller amount than that to which it has committed itself, or any other cause that has as its object the revision of what agreed, or the revision of the equivalence guidelines provided for. Consequently, the BORROWER assumes and takes upon itself any present or future circumstance (including especially circumstances of fortuitous event or force majeure) that could affect the foreign exchange market or mechanisms for obtaining US dollars or prevent or make more onerous the acquisition of the species of foreign currency due under this contract, obligating itself, in any case, to cancel the entirety of its obligations by delivering the exact amount of US dollars it owes for all concepts. |
Eighth. Place of payment. Payments must be made at the address of the BANK or where it indicates in writing in the future to the BORROWER, within public service hours by means of US dollar banknotes or transfer of US dollars to the account indicated by the BANK, without need for prior notice or request of any nature. In the event of opting for payment by transfer, all expenses involved therein shall be borne by the BORROWER. The BORROWER recognizes and accepts that any delay in payment not attributable to the BANK and derived from payments made through values to be presented for collection (checks, drafts, etc.), or through banks, mail, commissionaires, third parties, etc., will run at its expense and will be considered exclusively caused and the exclusive responsibility of the BORROWER, since the valid payment date for all purposes will only be that on which it is possible for the BANK to collect its credits under the present one. In the event that the payment dates of principal or interest under this Contract fall on non-banking holidays, the corresponding payments must be made on the next immediate banking holiday. For this purpose, a non-banking holiday will be considered any day on which commercial banks are obliged to keep their doors closed to the public by disposition of competent authority in the City of Buenos Aires or, in the case that the alternative procedures for payment in US dollars established in paragraph b) of clause Seventh must be applied, in the City of New York, not considering such those that are optional holidays. All other calendar days will be considered banking holidays.
Ninth. Automatic debit. Other compensations. The BANK is expressly authorized to debit, after conversion to pesos, if applicable, any amount owed under this contract whether capital, interest, penalty interest, taxes, expenses, commissions or any other amount whose payment or reimbursement is at the expense of the BORROWER under this contract (whether on the original payment dates provided for in this contract or on the earlier date that corresponds to declare the early expiration of the loan in accordance with what is provided in clause Twelfth) from the checking accounts, savings accounts or other demand accounts of the BORROWER (whether opened in his name or to his order indistinctly with other persons), even in overdraft and without any summons, without these debits constituting novation, so that the existing guarantees including the mortgage that is hereby constituted will remain in full effect in accordance with what is provided by articles 3109 and 803 of the Civil Code and 773 of the Commercial Code. The expenses arising from eventual exchange operations will be at the expense of the BORROWER. The BORROWER waives the right to close its checking accounts while this credit subsists. The BORROWER consents that the interest accrued due to debtor balances that occur in its checking account be debited and capitalized once per calendar month and on the date determined by the BANK. The BANK may vary the date and term of the +---------------+------------------------------------+-----------+
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| +------------+---------------------------------------------------+ capitalizations, serving as sufficient notification the debit notice in account that is effected for such concepts. The powers of the BANK established in this clause may be exercised on its own behalf while holding the title of the credit instrumented herein, as well as on behalf and order of future assignees of the credit in case the BANK continues to be in charge of the collection of payments as a collection agent for the assignees. |
Tenth. If in the opinion of the Bank any of the following circumstances occur: a) any change in laws or regulations occurs so that these changes or modifications prevent the BANK from maintaining the loan in the conditions agreed in this contract; b) new requirements of the regulatory authority are established, modified or made applicable regarding reserves, capital, special deposits, liquidity positions, asset valuations or similar or provisions referring to the lending capacity of the BANK are modified, which would have the consequence of making it more burdensome for the BANK to maintain the loan in the conditions of this contract, or for extraordinary or unforeseeable reasons alterations occur in the market that prevent the BANK from maintaining the loan in the conditions agreed in the present; in any of these circumstances, the BANK will notify the BORROWER. Within five days counted from the date of notification, the parties will negotiate in good faith the establishment of alternative conditions that reduce the effects of the aforementioned circumstances and tend to restore contractual equilibrium. In the event that no agreement is reached, the BANK may decree the expiration of the terms, and the BORROWER must cancel the outstanding capital balance and the compensatory interest accrued up to the date of effective payment, within the five days subsequent to the expiration of the aforementioned five-day period. Any additional cost, actual damage or lost profit suffered by the BANK during the period that elapses between the notification that the facts mentioned in paragraphs a), b) or +---------------+------------------------------------+-----------+
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| +------------+---------------------------------------------------+ c) and the date of the eventual agreement or of the early cancellation of the loan will be at the expense of the BORROWER, given that the obligation of the BANK relative to the maintenance of the loan is linked to the stability of the current conditions. |
Eleventh. Default. Default will occur ipso facto and without need for any request or summons upon maturity of the obligations agreed in this mortgage loan contract. Default will also originate ipso facto by: a) the request of the BORROWER for bankruptcy, or its petition by third parties or request for conciliation or its declaration of bankruptcy, and/or b) the formation of a pre-bankruptcy agreement with part or all of the creditors of the BORROWER, and/or c) the falsity of any of the sworn statements presented by the BORROWER to obtain the present loan, and/or d) the closure of any of the bank checking accounts of which the BORROWER is the owner or the suspension of the check payment service due to the issuance of checks without funds in accordance with the regulations of the Central Bank of the Argentine Republic, and/or e) the failure to comply with any of the obligations assumed in this contract, especially those assumed when constituting the mortgage that guarantees it, and/or f) the verification by the BANK or by the competent authority of the failure to comply with any legal provision or any other requirement imposed by the Central Bank of the Argentine Republic or another competent authority necessary for the granting or maintenance of the credit and/or g) the failure to comply with any other obligation that the BORROWER has with the BANK for any cause, and/or h) if liens, injunctions or any other precautionary measures are placed against the BORROWER or any of its assets, including the property that is hereby mortgaged, and/or i) if a change or substantially unfavorable event occurs in the economic, financial or patrimonial conditions of the BORROWER that gives reasonable cause to suppose that the BORROWER will not be able to fulfill or observe punctually its obligations under this contract, and/or j) if the property that is hereby mortgaged suffers deterioration to such a degree that it does not satisfactorily cover the obligations of the BORROWER, provided that the BORROWER does not replace +---------------+------------------------------------+-----------+
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| +------------+---------------------------------------------------+ the guarantee diminished by the deterioration or reinforce it or pay in cash a proportional amount to the deterioration of the property, within a period of fifteen days counted from the date of the BANK's notification in such sense, and/or if any alteration occurs that in the opinion of the BANK will cause a fundamental change in the basic conditions taken into account for the granting of the loan instrumented by the present. In all cases of default, the BANK may compensate totally or partially its credit with funds or securities or other assets of any nature that are deposited in the BANK or in any of its subsidiaries abroad in the name or order of the BORROWER, without need for any summons, the BANK being able to proceed to sell them at market price and apply the net proceeds of the sale in order to make the compensation effective. |
Twelfth. Expiration of terms. Default in the fulfillment of any of the obligations assumed by the BORROWER by virtue of this mortgage loan contract, especially the failure to pay on time the amortization services and interest or the occurrence of any of the scenarios enumerated in clause Eleventh will allow the BANK to declare the expiration of all terms and, consequently, to demand the immediate and integral return and reimbursement of the disbursed and lent capital, and the application of the compensatory and penalty interest agreed until the total return of the owed capital plus the interest and the costs and expenses that arise as a consequence of the execution procedure.
Thirteenth. In all cases of default, the outstanding capital balance will accrue, in addition to the agreed compensatory interest, a penalty interest equivalent to 50% of said compensatory interest, or to the maximum rate authorized by the C.B.R.A., whichever is greater. The BANK may claim, in addition to the agreed compensatory and penalty interests, a sum intended for the indemnification of all damages and losses occasioned by such default, when such damages are not compensated through the application of said interests. Fourteenth. Assignment of credit. The BANK may transfer this mortgage credit by any of the means provided for by law, the assignee or assignees acquiring the same benefits and/or rights and/or actions of the BANK under this contract. If opting for the assignment provided for in articles 70 to 72 of Law 24.441, the assignment of the credit and its guarantee can be made without notification to the BORROWER and will be valid from its date of formalization, in full accordance with what is established by article 72 of the aforementioned law. The BORROWER expressly states that as provided by the aforementioned law, the assignment will take effect from the date on which it operates and that it can only oppose against the assignee the exceptions provided for in the aforementioned article. Nevertheless, in the event that the assignment implies modification of the place of payment, the new place of payment must be notified in a reliable manner to the BORROWER. Reliable communication will be considered the communication of the new place of payment contained in the respective payment slip sent by the creditor to the BORROWER. Having mediated modification of the place of payment, no exception of documented payment may be opposed, in relation to payments made to previous assignees after notification of the new place of payment. Fifteenth. Early cancellations. In this operation, the term is presumed established for the benefit of both parties, leaving intact the power of the BORROWER to prepay the credit at any time, paying the entirety of the debt including the interest accrued up to the date of prepayment. In this latter case, the BANK will have the right to demand payment of ....% of the owed capital as compensation for early cancellation, if the prepayment is made effective before a quarter of the total stipulated term has elapsed, compensation that the BORROWER expressly accepts as reasonable compensation for the purposes of article 51 of Law 24.441, expressly and irrevocably waiving any claim in this regard. Likewise, the BORROWER must bear all expenses and costs, inclusive (but not limited to) tax-related, that such prepayment originates. For the purposes of exercising this option, the BORROWER must communicate its decision to cancel the credit in advance in a reliable manner (decision that, once communicated, will be irrevocable) with a notice of no less than three days before the date of prepayment, which must be a payment date of the
amortization and interest service. If the BORROWER agrees with the BANK on the effectiveness of partial advance payments, the BANK will have the right to demand payment of the following charges for partial prepayment:.....(to be filled in by each BANK). In the case of partial early cancellations, interest will be recalculated on the new outstanding capital balance). Sixteenth. Absence of novation. In case of modifications relative to increases or decreases in capital, extension of the term, renewal of the credit, deferral of payment or modification of its conditions as a consequence of what is provided in clause Tenth or for any other reason, no novation will occur and the origin of the credit and the antiquity of the BORROWER's obligation will be preserved with all its effects, keeping all constituted guarantees in force. It is expressly agreed that if by the nature of the case it is interpreted that there was novation, the mortgage guarantee will fully subsist, since THE BANK expressly reserves said subsistence (articles 803 and 804 of the Civil Code). Seventeenth. Life Insurance. For protection of the loan and its accessories, the BANK may contract a life and disability insurance (the latter to the extent that it is offered in the country) in the name of the BORROWER, provided that he/she has the character of insurable, in an insurance entity duly authorized to operate in the branch, at its free choice, for an insured sum equivalent to the balance of the debt derived from the loan. The BANK will be the beneficiary of said insurance, which will be contracted in accordance with legal norms and practice, for which the BORROWER authorizes the BANK to carry out the +---------------+------------------------------------+-----------+
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necessary acts and undertakes to comply with the personal acts required for such contracting and its renewals, which the BORROWER commits to carry out thirty days before their maturity. The cost of the insurance will be exclusively borne by the BORROWER, who must pay the respective premiums together with the amortization installments of the loan. The rate to be applied will be established on the BORROWER balance at the start of each period, and will be available to the BORROWER at the BANK's premises, with fifteen days' notice prior to the start of the respective period. Failure to pay the premiums on the agreed date, or failure to meet the requirements demanded by the insurance company for the validity of the insurance, will put the BORROWER in default by operation of law, and the default clauses will apply.
Eighteenth. Expenses, commissions, etc. All current or future expenses, commissions, fees, or taxes that burden the operations implemented under this agreement, including the constitution and cancellation of the mortgage guarantee constituted by this act, shall be borne by the BORROWER.
II. MORTGAGE CONTRACT
As security for all and each of the obligations that arise for the BORROWER from the preceding loan contract and those specifically agreed as conditions of the following mortgage, and without prejudice to the responsibility assumed to respond with all their other present and future assets, the BORROWER GRAVES with REAL RIGHT OF MORTGAGE IN FIRST PRIORITY OF PRIVILEGE in favor of THE BANK, the property whose characteristics will be delineated immediately with all the improvements it contains and those that will be introduced in the future, including the obligation of the BORROWER to keep active and under their ownership the telephone line No. ... installed in the same as well as any other telephone line that is installed in the property. The property is located at (COMPLETE DESCRIPTION OF THE PROPERTY) and its CATALOG NUMBER is as follows:
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This mortgage is constituted for the total amount of ....... US dollars plus its legal and conventional interests and accessories, in accordance with what is provided in article 3111 of the Civil Code, requesting the BORROWER to register it as such.
Having been informed by the BANK's representatives of the content of this mortgage in their favor, they manifest conformity and acceptance of it in their name.
The BORROWER declares that they are in possession of the mortgaged property, that they have no liens, seizures, or any restriction on their ownership, that they do not recognize lease agreements, bailments, or any real rights, and that they do not owe common expenses, fiscal taxes, or services of any nature.
The mortgage shall be governed by the following clauses and conditions:
II.1. While the mortgage obligation subsists, the BORROWER undertakes to:
a) Maintain the encumbered property in perfect condition of maintenance, except for deterioration caused by good use and the passage of time, abstaining from executing or allowing to be executed any act or contract that could harm it or diminish its value. The BANK is authorized to visit or inspect the property at any time.
b) Not encumber, lease, rent, assign, transfer, mortgage, or conclude contracts constituting anticresis, easement, use, bailment, habitation, "leasing" or other rights that imply restriction on the encumbered assets, nor allow a third party to exercise rights of retention over the property, nor recognize any kind of restriction on the property, nor perform any other act or deed of material or legal disposition not enumerated in this paragraph that has as its object or consequence the diminution of the mortgage guarantee instrumented herein, without the express consent of the BANK.
c) Keep up to date the payment of taxes, fees, contributions, and services corresponding to the encumbered property, both present and those that may be established in the future, including water, gas, electricity, and telephone supplies, as well as other charges of any order or nature that burden or affect the property.
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d) Keep up to date the payment of common expenses corresponding to the encumbered property.
e) Supply to the BANK at its first request, the information and documentation that accredit the situation of the property, the economic-financial situation of their family group, and the authenticity of the information supplied when managing the credit agreement. In particular, within 48 hours of the occurrence of the event, the BORROWER must notify the BANK of: a) any subsequent change in their labor or professional situation, in their bank debt and with suppliers, or in their income or cash flow that reasonably affect the conditions or information on the BORROWER that the BANK took into account when granting the loan, b) any guarantee granted to third parties, or c) any destruction or deterioration of the property.
The infringement by the BORROWER of any of the obligations undertaken in this clause will place them in default under the conditions and with the consequences provided for in the case of default.
f) Lift any seizure or other precautionary measure attached to the property at the first available procedural opportunity, not introduce alterations or deteriorations in the property that decrease or may decrease its guarantee value, solely at the Bank's discretion, and not modify its destination as a family home.
The BANK reserves the right, while this mortgage is in effect, to demand from the BORROWER the exhibition of receipts that attest to the punctual payment of all the aforementioned obligations, in which case the BORROWER must present them immediately to the BANK. The BANK may take charge of attending to said obligations when it considers convenient, in which case it may demand from the BORROWER the deposit or reimbursement of the amounts in question plus a ....... percent of the charges to be paid as compensation for expenses.
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II.2. Property Insurance. The BORROWER undertakes to keep the property insured against fire and any other insurable risk that, in the judgment of the BANK, is necessary or convenient to cover (including earthquake, if it is practice to cover such risk in the locality where the property is located) throughout the duration of the loan, until its total cancellation, with one or more first-line insurance companies to the satisfaction of the BANK, designating the BANK as the first beneficiary.
Such insurance must be contracted for a sum not less than ........... US dollars (u$s....). Likewise, the BORROWER undertakes to renew, and if necessary, extend the risks covered by said insurance thirty days before its expiration, and must deliver to the BANK, prior to the expiration of that term, the confirmation of the renewals. The BORROWER hereby authorizes the BANK to directly contract said insurance and its renewals on behalf and order of the BORROWER and to debit the expenses occasioned by its management as well as the amount of the premiums and relevant updates from any of the BORROWER's accounts, to which effect the provisions of clause Ninth shall apply. It is expressly established that in the event of failure to pay the corresponding premiums or the readjustment of the insured sums or of the amounts debited for any other concept related to the insurance, the BANK may, at its exclusive option: a) declare the agreed terms forfeited, without the need for prior interpellation of any nature, and demand immediate payment of this loan, being also authorized to execute this guarantee; b) pay the said premiums on behalf and order of the BORROWER, and c) contract a new fire insurance in accordance with the previously expressed guidelines. In the two preceding cases, the BANK shall be authorized to debit the sums paid from the BORROWER's Savings Account and/or Checking Account - totally or partially - in its case, even if overdrawn. If the BORROWER does not pay said sums within ten days of being requested, the BANK may, without prejudice to the payment made or the new policy contracted, proceed in accordance with the terms of paragraph a) of this point II.2, in which case the total debt will be increased with the expenses that the
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the BANK had to bear in the indicated concept of insurance, and whose payment is also guaranteed with this mortgage. Unless otherwise agreed, in the event of a claim, the indemnification will be applied to repair or restore the property if such repair or restoration is, in the judgment of the BANK, economically viable, or does not affect or diminish the value of the mortgage guarantee. Otherwise, said sum will be applied first to the payment of the total balance owed for the credit, whether or not it is due, and the remainder, if any, will be delivered to the BORROWER.
II.3. Execution Procedure. The failure of the BORROWER to comply with any of the obligations assumed under the terms of this mortgage loan contract will enable the BANK to immediately initiate the execution proceedings, and the creditor may opt, at its exclusive discretion, for the judicial execution route or the special execution provided for in Title V of Law 24.441, with the BORROWER expressly consenting to this effect. In the event of judicial execution, the BORROWER and, if applicable, the mortgagor, if they are a person distinct from the BORROWER, irrevocably waive the right to challenge without cause the Court where the action is initiated, to demand surety, and to oppose any defense, incident, appeal, or exception whatsoever, except for the execution procedure for payment or documented stay. In particular, the Debtor Party expressly and irrevocably waives the right to challenge without cause the court or tribunal where the action is initiated. The exceptions that must be documented can only be so with reliable documents emanating from the BANK. The BANK may request the judicial sale of the property for cash or in installments, in block or subdivided, and in the manner it deems most convenient, by the auctioneer designated by it, serving as the basis for the sale the amount of capital owed as established, plus thirty percent (30%) of said amount which the parties expressly fix as a special appraisal. In the event of failure of the first auction, a new auction without a base will be held half an hour later, with the property being awarded to the highest bidder. It is expressly agreed that in the event that the BANK or its assignees become purchasers at auction,
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they will be exempt from paying a deposit and may offset totally or partially the purchase price with the debt, the latter being calculated at the date when the buyer must deposit the balance of the price. The costs and expenses originating from the BORROWER's default are exclusively their responsibility. The amounts owed for this concept will accrue interest from the date of their disbursement, at the rate prevailing at the Banco de la Nación Argentina for thirty-day discount operations, increased by fifty percent. These interests will be capitalized every thirty calendar days.
(PARAGRAPH TO BE INCLUDED FOR MORTGAGES IN ANY JURISDICTION EXCEPT FEDERAL CAPITAL AND THE REST OF THE JURISDICTIONS THAT HAVE ADAPTED THEIR PROCEDURAL CODES IN ACCORDANCE WITH LAW 24.441). d) Within 10 days of the ruling on the bidding and auction, the BORROWER must vacate the property, empowering the BORROWER to request the eviction and desecration of the property by the public force at the BORROWER's expense.
II.4. Assignment in favor of the National Mortgage Bank. It is expressly established that, in the event of the assignment of this mortgage loan contract in favor of the National Mortgage Bank, the latter may opt to resort to the extrajudicial execution procedure contemplated in its Organic Charter (Law 22.232 and its amendments), as well as exercise all the prerogatives and powers granted to it by said legal body.
II.5. Re-registration of the mortgage. The BORROWER authorizes the BANK to re-register this mortgage as many times as necessary, while the capital, interest, and other accessories of the loan have not been totally cancelled. The expenses and fees corresponding to such re-registration shall be borne by the BORROWER, and the BANK may demand from the BORROWER the deposit of the sums to be paid.
II.6. Mortgage Letters. The BORROWER undertakes to execute mortgage letters under the terms of Title III of Law 24.441, if the BANK so requires. To this end, the BANK may at any time summon the BORROWER to, within a period not exceeding five business days from receipt of the notification, attend to sign the mortgage letters that instrument the outstanding balance at that time, either in certificate or written form, and to sign the public deed modifying this one, and any other document necessary to successfully conclude, at the BANK's discretion, the issuance of mortgage letters, before the notary designated by the BANK, with all expenses arising from such acts being borne by the BORROWER, since this is an essential condition for the granting of the credit. The BORROWER, and in their case the mortgagor if they are a person distinct from the BORROWER, accept the reservation formulated by the BANK under the terms of article 803 of the Civil Code, such that in the event that mortgage letters are issued, the mortgage will subsist in all its terms, to guarantee the obligations derived from the mortgage letters. The mortgagor, in their case, expressly undertakes to guarantee, at the BANK's request, the mortgage letters issued in accordance with what is agreed in this clause. In the event of non-compliance by the BORROWER or the mortgagor with the obligations and commitments assumed in this clause, the BANK may declare the forfeiture of the terms and request the total payment of the debt, executing the mortgage that guarantees the credit.
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II.7. Expenses and Taxes. The expenses derived from the cancellation and eventual re-registration of this mortgage will be entirely borne by the BORROWER. The cancellation will be granted before the notary designated by the BANK. Also, the BORROWER will bear the taxes created or to be created that burden the capital or the interest of this operation.
II.8. In the event that due to modification, suspension, or repeal of Law 23.928, or due to the enactment of any other law, or due to doctrinal or jurisprudential interpretation in the future, the obligations and/or guarantees could be updated and/or adjusted, the BORROWER
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+------------+---------------------------------------------------+ I I REQUISITOS MINIMOS DE LIQUIDEZ I I B.C.R.A. I---------------------------------------------------I Sección 9. Modelo de contrato de mutuo con garan- I tía hipotecaria (punto 3.1.6., Sec. 3.)I +------------+---------------------------------------------------+
irrevocably empowers the BANK to register this mortgage obligation with an adjustment clause. To this end, it grants in the interest of both parties a special irrevocable power under the terms of article 1977 and related articles of the Civil Code, for a period of .... years from the date. The power to register the mortgage with an adjustment clause may be exercised by the BANK even if the term of the obligation has expired, if there is any pending amount to be paid. The adjustment clause may be registered under the following terms or those resolved by the BANK in accordance with new norms that may exist. In this sense, it is established that in order to determine the amount of the guaranteed debt, the amount of the mortgage, and for the purposes of registry publicity, it is stated that the amount of ... US dollars bill, this amount corresponding to the original capital amount of the loan, will be adjusted automatically and daily, and when necessary for the application of the clauses of this deed, until the date of effective payment, taking into account the daily variation experienced by the quotation of the US dollar. The indices that will be taken into account to determine the daily readjustment coefficient will be the following: a) the quotation of the US dollar at the Banco de la Nación Argentina, seller type, transfer, which prevails in the free exchange market at the close of operations on the day that is taken into account to calculate the readjustment; b) if for any circumstance the exchange system is altered, and there are several exchange rates, the quotation of the dollar seller type, transfer, of the Banco de la Nación Argentina corresponding to transfers to be made abroad for the payment of financial loans of the day that is considered to calculate the readjustment will be taken into account; c) if for any circumstance the quotation cited in the previous point is not sufficient to acquire dollars of free transferability, the exchange market closes or is suspended, the amount of pesos that will constitute the adjusted amount guaranteed with the mortgage on the date that the readjustment is calculated, will be equivalent to the amount of pesos necessary to
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Section 9. Model Loan Contract with Mortgage Guarantee (point 3.1.6., Sec. 3.)
acquire the quantity of Securities (as defined in Clause Fifth) in such an amount that, when liquidated in a foreign market, and after deducting the corresponding taxes and/or expenses and/or commissions, the proceeds in United States dollars are equal to the amount of said currency owed under the loan on the relevant date. If for any circumstance the BANK cannot acquire the United States dollars owed according to the aforementioned assumption, the amount of pesos that will constitute the adjusted amount guaranteed by the mortgage shall be equivalent to the amount of pesos or that legal tender currency in the Argentine Republic that on the relevant date is sufficient, after deducting the applicable taxes and expenses, to acquire the United States dollars owed by the BORROWER, according to the average of exchange rates reported by Citibank N.A., The Chase Manhattan Bank N.A. or Morgan Guaranty Trust Company of New York, at the BANK's option, to effect purchases of United States dollars with pesos or that legal tender currency in the Argentine Republic in the City of New York, at 2:30 p.m. (New York City time) on the payment date.
II.9. Irrevocable Special Power of Attorney. The BORROWER confers upon the BANK IRREVOCABLE SPECIAL POWER OF ATTORNEY, under the terms of articles 1977, 1980 and concordant provisions of the Civil Code, for the duration of the credit or until total cancellation of the obligations derived therefrom, whichever is longer, to perform the following acts on its behalf and representation:
(a) re-register this mortgage as many times as necessary, and (b) sign Mortgage Letters under the terms provided in Clause II.6, whether in book-entry or certificate form, and sign the public deed modifying this mortgage and any other document necessary to satisfactorily conclude, in the BANK's judgment, the issuance of Mortgage Letters, before the notary designated by the BANK.
II.10. Expropriation. In the event of total or partial expropriation of the property mortgaged herein by any national, provincial, or municipal authority, in accordance with applicable laws and regulations, the compensation due to the BORROWER is hereby irrevocably assigned in favor of the BANK, granting hereby the BORROWER to the BANK an irrevocable power under the terms of articles 1977 and 1980 of the Civil Code, which shall subsist while the BORROWER has not cancelled all obligations under this Agreement, to notify the relevant authorities of said assignment. In the case of total expropriation or partial expropriation resulting in a decrease in the value of the property to such an extent that, solely at the BANK's discretion, it does not satisfactorily cover the BORROWER's obligations under this Agreement, the compensation shall be immediately applied by the BANK first to the payment of the total outstanding capital balance under the credit instrumented herein (whether or not due) and any other sums owed on the date of payment of said compensation for any other concept under this agreement, and the remainder, if any, shall be delivered to the BORROWER. In any other case of partial expropriation, the compensation shall be held by the Bank as security for the Borrower's obligations under this Agreement and shall be applied by the BANK to the payment of sums owed under this agreement upon their maturity in accordance with what is provided therein. It is expressly established that the BORROWER may only accept the compensation offered by the authority ordering the expropriation with the prior consent of the BANK, which cannot be unreasonably withheld provided that the amount of compensation is sufficient to cover the payment of the total outstanding capital balance under the credit instrumented herein (whether or not due) and any other sums owed under this Agreement, or if it is a case of partial expropriation whose result is not a decrease in the value of the property to such an extent that, solely at the BANK's discretion, it does not satisfactorily cover the BORROWER's obligations under this Agreement.
II.11. Bank's Rights. In the event that at any time during the validity of the credit a legal action is initiated as a consequence of which the BANK's rights over the property by virtue of the mortgage guarantee constituted herein could be significantly affected, the BANK shall have the right, but not be obligated, to carry out the actions necessary to protect the value of the property and its rights over it. Such actions may include, among others, the payment of any credit that has priority over this credit, judicial filings, payment of legal fees, and carrying out any type of repairs on the property. For the purpose of enabling the BANK to carry out the aforementioned actions, the BORROWER hereby confers upon the BANK IRREVOCABLE SPECIAL POWER OF ATTORNEY under the terms of articles 1977 and 1980 of the Civil Code, which shall subsist while the BANK has not cancelled all obligations under the credit instrumented herein. The amounts disbursed by the BANK as a result of the provisions of this clause must be reimbursed immediately by the BORROWER to the BANK at the sole request of the latter, and until then they shall accrue interest from the date of disbursement at the compensatory and, where applicable, punitive rates applicable to this credit in accordance with the provisions of Clauses Fifth and Thirteenth, respectively.
II.12. Unification of Representation. In the event of death or incapacity of the BORROWER, the legal representatives must unify representation before the BANK within the following fifteen banking business days and comply with all obligations assumed by this instrument.
(INCLUDE IF THE MORTGAGOR IS MARRIED AND THE PROPERTY IS NOT SEPARATE PROPERTY) CONSENTMENT. PRESENT at this act from its beginning, NAME AND DATA OF THE SPOUSE, married in ... nuptials to the BORROWER, of age, capable and of my knowledge, of which I give testimony, and says: That the conditions of the mortgage loan formalized through the present by his/her spouse have been explained to him/her, therefore he/she expressly accepts them and that HE/SHE GIVES THE CONSENT required by article 1277 of the Civil Code regarding the mortgage constituted by his/her spouse under the preceding terms and regarding its re-registration if applicable, declares that he/she adopts the obligations assumed by the BORROWER under the present and especially those derived from the mortgage guarantee on the property constituted by this act, committing to respond jointly and indivisibly for the BORROWER's obligations with the universality of his/her assets. Likewise, the appearing party says that he/she confers IRREVOCABLE SPECIAL POWER OF ATTORNEY under the terms of articles 1977 and 1980 of the Civil Code in favor of the BANK, which shall subsist while the BORROWER has not cancelled all obligations under the credit instrumented herein, so that in case the irrevocable power conferred in Clauses II.9, II.10, and II.11 of the previously instrumented mortgage contract is used, he/she provides on behalf and representation of the principal the consent prescribed in article 1277 of the Civil Code.)
III. Deposit of Title Deed. The title deed of the encumbered asset and that corresponding to the mortgage guarantee shall be deposited with the BANK, its assignees, and/or whoever they indicate. This deposit shall subsist until the extinction of the obligation secured by mortgage. The BORROWER undertakes not to request the issuance of further copies of his/her title deed until all obligations arising from the loan contract guaranteed by this mortgage are fully cancelled.
IV. Jurisdiction and Domiciles. For all purposes of this present loan contract with mortgage guarantee, the parties submit to the jurisdiction of the Ordinary Courts of........................ or of the Federal Capital, at the BANK's option, and establish domiciles: the BANK at.............and the BORROWER at...........Any new domicile of the BORROWER must be located in the same locality, and its modification will only be enforceable against the other party if there is a reliable notification with five business days' advance notice. There all judicial or extrajudicial notifications practiced shall be valid.
NOTARIAL ATTESTATIONS ....... READ AND RATIFIED..........
Section 10. Other Provisions.
10.1. In mortgage loan operations for housing formalized under the terms of the model contract adopted by the financial entities referred to in Section 9., the base of 360 days shall be used as a fixed divisor for the application of the agreed annual interest rate.
In the case where the French amortization system is agreed upon in said loans, the following formula shall be used for the calculation of the periodic installment:
c = (D * i * (1+i)**n)/ (((1+i)**n) - 1))
where:
c : periodic installment.
D : outstanding balance (by capital) at the end of the period in question. i : periodic interest rate. Obtained from the following expression:
i = r/(m * 100) where r : nominal annual interest rate, in percent. m : number of payment periods agreed upon in a year (12 if monthly installments, 4 if quarterly installments, 2 if semi-annual installments, etc.). n : number of installments remaining to be paid including the one being calculated.
The periodic installment includes the interest of the period calculated on the outstanding balance according to the agreed rate and a portion of capital amortization obtained by subtracting the interest from the installment amount.
10.2. There are no impediments to carrying out programs of origination, financing, and securitization of mortgages developed by other entities or companies distinct from those cited in point 3.1.6. of Section 3., prior to presentation and approval by the Central Bank for the purpose of counting them as integration of liquidity requirements.
Section 11. Transitional Provisions.
11.1. 40% of the monthly average of creditor balances -according to statement- of the account "Banco de la Nación Argentina - Clearing Houses of the Interior" may be counted as integration of minimum liquidity requirements.
This calculation may be carried out starting from 1.11.95 and until the date when the movements resulting from these clearing houses are channeled directly into the current accounts that the entities maintain at the Central Bank.
The amounts computable as integration shall be remunerated by the Banco de la Nación Argentina at the interest rate established by the Central Bank for its passive pass operations with financial entities.
11.2. Schedule for integration of minimum liquidity requirements for non-banking financial entities and investment and development banks:
i) positions closing on 31.1.96 and 15.2.96: the minimum integration must be equivalent to 1/3 of the established minimum liquidity requirements. ii) positions closing on 29.2.96 and 15.3.96: the minimum integration must be equivalent to 2/3 of the established liquidity requirements. iii) positions closing from 31.3.96 onwards: the minimum integration must be equivalent to 100% of the established liquidity requirements.
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Source: Banco Central de la Republica Argentina — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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