Regulation No. 2022-04 on Securitization Operations and Related Servicers

REGULATION ON SECURITIZATION OPERATIONS AND RELATED SERVICERS year 2022 / number 04 (Consolidated text as of 29/01/2026 - Update III)

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INDEX

PART I INITIAL PROVISIONS...................................................................................................................... 4 Article 1 – Legal Basis.............................................................................................................................................. 4 Article 2 – Definitions................................................................................................................................................... 4 Article 3 – Objectives....................................................................................................................................................... 6

PART II GENERAL DISCIPLINE.................................................................................................................... 7 TITLE I REGISTER OF SERVICERS ....................................................................................................................... 7 CHAPTER I ESTABLISHMENT, CONTENT AND PUBLICITY OF THE REGISTER .................................................................................... 7 Article 4 – Establishment of the register..................................................................................................................................... 7 Article 5 – Content of the register ..................................................................................................................................... 7 Article 6 – Publication, consultation and maintenance of the register.................................................................................................. 8

CHAPTER II REQUIREMENTS REQUIRED FOR REGISTRATION IN THE REGISTER......................................................................................... 8 Article 7 – Requirements for registration in Section A............................................................................................................ 8 Article 8 – Requirements for registration in Section B............................................................................................................. 9 Article 9 – Honorary verification procedure for registration in Section B............................................................................. 10 Article 10 – Professionalism verification procedure for registration in Section B ...................................................................... 11 Article 11 – Activity program and report on organizational structure ........................................................................... 11

CHAPTER III PROCEDURE FOR REGISTRATION IN THE REGISTER............................................................................................ 11 Article 12 – Application for registration................................................................................................................................ 11 Article 13 – Measures by the Central Bank............................................................................................................... 12

CHAPTER IV SUSPENSION AND CANCELLATION FROM THE REGISTER ........................................................................................... 12 Article 14 – Ex officio suspension ................................................................................................................................... 12 Article 15 – Cancellation upon request by the party.................................................................................................................. 13 Article 16 – Ex officio cancellation ................................................................................................................................ 13 Article 17 – Procedure and effects of suspension and cancellation measures .................................................................. 13 Article 18 – List of Special Purpose Vehicles (SPV List) ....................................................................................................... 14

TITLE II SERVICING ACTIVITIES ..................................................................................................................... 15 Article 19 – Role of the Servicer ...................................................................................................................................... 15 Article 20 – Competences of the Servicer .............................................................................................................................. 15 Article 21 – Code of conduct...................................................................................................................................... 16 Article 22 – Organizational requirements................................................................................................................................ 17 Article 23 – Outsourcing...................................................................................................................................... 17 Article 24 – Legislative discipline on asset segregation ......................................................................................... 18 Article 25 – Obligations of the servicer for segregation purposes ...................................................................................................... 19 Article 26 – Conflicts of interest.................................................................................................................................... 19 Article 27 – Credit reserve....................................................................................................................................... 20

TITLE III SUPERVISION OF SERVICERS................................................................................................................. 20 Article 28 – Powers of the Supervisory Authority.................................................................................................................. 20 Article 29 – Inspections ......................................................................................................................................... 21 Article 30 – Communication obligations to the Supervisory Authority........................................................................................ 22

PART III SPECIAL DISCIPLINE ....................................................................................................................23 TITLE I SYSTEM SERVICERS........................................................................................................................... 23 Article 31 – Primary regulatory framework ......................................................................................................................... 23 Article 32 – Registration in the register .................................................................................................................................. 24 Article 33 – Supplementary supervisory provisions ............................................................................................................... 24 Article 34 – IGRC organizational requirements .................................................................................................................. 25 Article 35 – Exercise of credit by IGRC .......................................................................................................... 26

TITLE II MARKET RULES....................................................................................................................... 27 Article 36 – General legislative framework........................................................................................................................... 27

CHAPTER I DISCIPLINE ON ABS ..................................................................................................................................... 27 Article 37 – Minimum content of the operation program............................................................................................. 27 Article 38 – Minimum content of ABS securities ................................................................................................................. 28 Article 39 – Placement and circulation of ABS ........................................................................................................... 29

CHAPTER II PROCEDURE FOR APPROVAL OF THE PROGRAM BY THE SUPERVISORY AUTHORITY.............. 29

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Article 40 – Submission of application ................................................................................................................................. 29 Article 41 – Approval procedure........................................................................................................................... 30

CHAPTER III SUSPENSIVE OR PROHIBITIVE POWERS OF THE SUPERVISORY AUTHORITY ON FINANCIAL ORIGIN SECURITIZATIONS................................................................................................................................................................. 30 Article 42 – Measures by the Supervisory Authority ....................................................................................................... 30 Article 43 – Procedural rules ...................................................................................................................................... 30

PART IV FINAL PROVISIONS ....................................................................................................................31 TITLE I FINAL NORMS....................................................................................................................................... 31 Article 43 bis – Models ............................................................................................................................................... 31 Article 44 – Entry into force....................................................................................................................................... 31

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PART I INITIAL PROVISIONS

Article 1 – Legal Basis

1. This Regulation finds its main legal basis in Law 30 August 2021 n.157 “Measures and instruments for the securitization of credits”, and in particular in Article 4, paragraph 3, and Article 6, paragraph 2, which explicitly refer to a specific regulation adopted by the BCSM of the Republic of San Marino.
2. Another legal basis is represented by Article 5, paragraph 5, of the Delegated Decree 27 July 2020 n.126 “New mission of the National Bank of San Marino S.p.A.”, which refers to “specific BCSM regulation on servicing activity”.
3. For all provisions introduced referring to financial enterprises, both in the capacity of “originator”, “servicer”, or “holders of securities”, the general legal basis is represented by Law 17 November 2005 n. 165 “Law on Banking, Financial and Insurance Enterprises and Services”, and in particular Articles 4, 39, 43, 45, 50, 52.

Article 2 – Definitions

1. For the purposes of this Regulation, the following terms are understood as: ▪ “ABS”: financial instruments referred to in Article 2, paragraph 1, letter a), of Law 30 August 2021 n.157 and subsequent amendments; ▪ “ACDS”: System Securitization Assets, pursuant to Chapter III of Law 30 August 2021 n.157 and subsequent amendments, such as:

• doubtful or performing credits, and the real or personal guarantees securing them;
• non-instrumental assets, real estate or registered movable property, already acquired for debt recovery or aggregation operations;
• financial instruments; provided that the originator is a bank, financial company, or the subjects who have subsequently succeeded in the ownership of their assets listed below:
• credit funds under San Marino law;
• the S.p.A. “Asset Management Company ex BNS” referred to in Art.4 of Delegated Decree n.126/2020 and by virtue of Art.3 of the same Decree;
• the special purpose trust “Public Vehicle for Pension Fund Segregation” referred to in Delegated Decree n.51/2022 and by virtue of Art.2, paragraph 4, of Law n.115/2019; ▪ “ACO”: Ordinary Securitization Assets such as:

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• monetary credits, whether existing or future, identifiable in bulk if it is a plurality of credits;
• real estate or registered movable property and real or personal rights having the same assets as their object; regardless of the nature of the originator; ▪ “SECURITIZED ASSETS”: ACO and ACDS; ▪ “BCSM”: Central Bank of the Republic of San Marino; ▪ “FINANCIAL ORIGIN SECURITIZATION”: securitization operations having as originator subjects authorized under San Marino law pursuant to Law 17 November 2005 n.165 and subsequent amendments; ▪ “PROFESSIONAL CLIENT”: subject referred to in Article 2, paragraph 1, letter m), of Law 30 August 2021 n.157 and subsequent amendments; ▪ “INSTITUTIONAL CLIENT”: subject referred to in Article 2, paragraph 1, letter n), of Law 30 August 2021 n.157 and subsequent amendments; ▪ “IGRC”: System Servicer referred to in Article 13 of Law 30 August 2021 n.157 and subsequent amendments; ▪ “FINANCIAL ENTERPRISES”: subjects authorized under San Marino law pursuant to Law 17 November 2005 n.165 and subsequent amendments; ▪ “LAW”: Law 30 August 2021 n.157 and subsequent amendments; ▪ “LISF”: Law 17 November 2005, n. 165 and subsequent amendments; ▪ “SECURITIZATION OPERATION”: operation referred to in Article 2, paragraph 1, letter q), of Law 30 August 2021 n.157 and subsequent amendments; ▪ “ORIGINATOR”: subject referred to in Article 2, paragraph 1, letter r), of Law 30 August 2021 n.157 and subsequent amendments; ▪ “HIGH-RISK COUNTRIES”: foreign jurisdictions with strategic deficiencies in their national regimes for the prevention and combating of money laundering and terrorist financing, as qualified by Law 17 June 2008 n.92 and subsequent amendments; ▪ “PROGRAM”: Program of the securitization operation referred to in Article 3 of Law 30 August 2021 n.157 and subsequent amendments; ▪ “REGISTER”: Public Register of Servicers, with a list of related Special Purpose Vehicles pursuant to Article 4 of Law 30 August 2021 n.157 and subsequent amendments; ▪ “RESOAUT”: Register of authorized subjects referred to in Reg. BCSM n.2006-01 and subsequent amendments; ▪ “RSF”: Regulation on the activity of granting loans (Financial Companies) – Reg. BCSM n.2011-03 and subsequent amendments; ▪ “SERVICER”: company referred to in Article 6 of Law 30 August 2021 n.157 and subsequent amendments; ▪ “SERVICING”: activity carried out on behalf of a Special Purpose Vehicle having as its object collections, payments, debt recovery, or management and disposal of securitized assets pursuant to Law 30 August 2021 n.157 and subsequent amendments; ▪ “SPV”: Special Purpose Vehicle referred to in Chapter II of Law 30 August 2021 n.157 and subsequent amendments; ▪ “BENEFICIAL OWNER”: the natural person as defined in Article 1 of Law 17 June 2008 n. 92 and subsequent amendments;

Central Bank of the Republic of San Marino Regulation No. 2022-04 on securitization operations and related servicers - Update III 6 ▪ “VDS”: System Vehicle referred to in Chapter III of Law 30 August 2021 n.157 and subsequent amendments. 2. Unless otherwise specified, for the purposes of these provisions, the definitions contained in Law 30 August 2021 n.157 and subsequent amendments apply. 3. In the subsequent articles of this Regulation, words referring to these definitions are reported in small capitals.

Article 3 – Objectives

1. This Regulation consolidates into a single measure all supervisory norms referring, in general, to the matter of securitization, in order to complete the related San Marino regulatory framework both with regard to ordinary securitization operations, referred to in Chapter II of the LAW, and with regard to system securitization operations, referred to in Chapter III of the LAW, without prejudice to the treatment in specific regulation of the prudential supervisory treatment of SECURITIZATION OPERATIONS.
2. For the purposes referred to in the previous paragraph, the following are introduced here: a) the specific supervisory discipline on the category of SERVICERS, even if not already FINANCIAL ENTERPRISES, discipline focused on registration in a specific public REGISTER kept by BCSM; b) the special supervisory discipline on the IGRC, in compliance with the provisions of Article 5 of Delegated Decree n.126/2020 and Delegated Decree n.100/2022; c) the regulation of the procedure for the prior approval by BCSM of the PROGRAM pursuant to

• Article 14, paragraph 2, letter f), of the LAW, for system securitization;
• Article 8, paragraph 3, of the LAW, for FINANCIAL ORIGIN SECURITIZATIONS; d) the regulation of suspensive or prohibitive powers on FINANCIAL ORIGIN SECURITIZATIONS referred to in Article 8, paragraph 4, of the LAW.

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PART II GENERAL DISCIPLINE

TITLE I REGISTER OF SERVICERS

Chapter I Establishment, content and publicity of the register

Article 4 – Establishment of the register

1. The public register of SERVICERS is established at the BCSM.
2. The REGISTER includes, upon request and verification of the possession of all requirements provided in Chapter II of this Title, the SERVICERS, divided into the following sections: a) Section A – FINANCIAL ENTERPRISES of San Marino law authorized by BCSM to carry out the activity of SERVICING on an ancillary basis; b) Section B – other companies of San Marino law, which carry out the activity of SERVICING.
3. In a specific annex to the REGISTER of SERVICERS, the list of SPVs of San Marino law (SPV List) issuing ABS against FINANCIAL ORIGIN SECURITIZATIONS is reported.

Article 5 – Content of the register

1. In Section A of the REGISTER, for each FINANCIAL ENTERPRISE, the following information is reported: a) registration number; b) date of registration; c) corporate name, with a hyperlink to the relevant information sheet in RESOAUT; d) SPVs for which it carries out the activity of SERVICING.
2. In Section B of the REGISTER, for each company, the following information is reported: a) registration number; b) date of registration; c) corporate name; d) legal form (S.p.A. or S.r.l.); e) economic operator code and license number; f) address of the headquarters and any secondary offices;

Central Bank of the Republic of San Marino Regulation No. 2022-04 on securitization operations and related servicers - Update III 8 g) SPVs for which it carries out the activity of SERVICING.

Article 6 – Publication, consultation and maintenance of the register

1. The BCSM is responsible for the maintenance and updating of the REGISTER and the attached SPV list, referred to in the previous Article 4.
2. The BCSM, for the purposes referred to in the previous paragraph 1: a) proceeds with registrations and cancellations, communicating them to the interested parties, as well as with updating the data reported in the REGISTER, based on communications received from registered entities or detected ex officio; b) issues certificates of registration and cancellation, as well as any further certification upon request of registered entities pertinent to the data present in the REGISTER; c) promptly annotates in the REGISTER the measures of suspension or cancellation from the same adopted ex officio or upon request by the registered entities; d) verifies the permanence of the requirements required for the maintenance of registration in the REGISTER. e) proceeds with registrations and cancellations as well as updating the data reported in the list of SPVs attached to the REGISTER based on communications received from the special purpose vehicles.
3. The REGISTER is kept in an electronic manner and is public in that anyone, upon written request to the BCSM, can receive official certification of the data and information contained therein.
4. Subject to what is provided in the previous paragraph, the BCSM publishes on its website (www.bcsm.sm) the list of SERVICERS, as well as an extract of the REGISTER containing the most updated information available to the BCSM regarding the elements referred to in the previous Article 5.
5. On the BCSM website (www.bcsm.sm) the list of SPVs referred to in the subsequent Article 18 is also published, along with an extract containing such information.

Chapter II Requirements required for registration in the register

Article 7 – Requirements for registration in Section A

1. For registration in Section A of the REGISTER, FINANCIAL ENTERPRISES are not required to prove the requirements referred to in the following Article 8, as they are already regulated in relation to the reserved activities carried out on a principal basis.

Central Bank of the Republic of San Marino Regulation No. 2022-04 on securitization operations and related servicers - Update III 9 2. For registration in Section A of the REGISTER, FINANCIAL ENTERPRISES are required to have prior authorization issued by BCSM to carry out on an ancillary basis the activity of SERVICING, in application of the procedures and prior verification of the requirements referred to in the respective implementing regulation of Article 4 paragraph 3 of LISF. 3. If the FINANCIAL ENTERPRISE intends to carry out SERVICING activity solely for SECURITIZATION OPERATIONS having as assets those of which the same enterprise is the ORIGINATOR, the application for registration in Section A of the REGISTER does not require the prior authorization referred to in the previous paragraph.

Article 8 – Requirements for registration in Section B

1. SERVICERS registered in Section B of the REGISTER must satisfy the following requirements: a) have the legal form of S.p.A. or S.r.l.; b) have their legal and administrative headquarters in the territory of the Republic of San Marino; c) have as control body a Sole Statutory Auditor or a Board of Statutory Auditors; d) have a civil liability insurance policy for the activity carried out, covering all damages caused to third parties by negligence and professional errors, as well as dishonesty of their employees, collaborators, or persons for whose operations they must respond according to law, without clauses and/or deductibles that limit or exclude such coverage and with a maximum of at least one million euros for each claim and five million euros per year for the total amount of claims; e) have shareholders, direct and indirect, BENEFICIAL OWNERS, directors, managers, and statutory auditors possessing the same requirements of honorability provided for corporate executives of financial companies, as regulated by Title I, Part II, of Regulation BCSM n. 2025-05 on corporate executives of San Marino financial enterprises; f) have the legal representative (President or Sole Director) or a member of the Board of Directors with de

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Article 9 – Honorary verification procedure for registration in Section B

1. The verification of the honorability requirements referred to in Article 8, letter e), is carried out by the BCSM through checks on the criminal record, administrative sanctions, and other relevant information regarding the subjects referred to in the same letter.
2. The BCSM may request the interested parties to provide any further documentation necessary for the verification of the requirements.
3. The verification procedure is concluded within 60 days from the receipt of the complete application.

Article 10 – Professionalism verification procedure for registration in Section B

1. The verification of the professionalism requirements referred to in Article 8, letter f), is carried out by the BCSM through an assessment of the experience and qualifications of the subjects referred to in the same letter.
2. The BCSM may require the interested parties to provide evidence of the professional qualifications and experience of the subjects.
3. The verification procedure is concluded within 60 days from the receipt of the complete application.

Article 11 – Activity program and report on organizational structure

1. The application for registration in Section B of the REGISTER must include an activity program and a report on the organizational structure of the applicant.
2. The activity program must describe the main activities to be carried out, the target market, and the risk management policies.
3. The report on the organizational structure must describe the internal organization, the allocation of responsibilities, and the internal control systems.

Chapter III Procedure for registration in the register

Article 12 – Application for registration

1. The application for registration in the REGISTER must be submitted to the BCSM using the model provided for in Article 43 bis.
2. The application must be accompanied by the documents required by Articles 7 and 8, as well as by the activity program and the report on the organizational structure referred to in Article 11.
3. The BCSM may request the applicant to provide any further information or documentation necessary for the evaluation of the application.

Article 13 – Measures by the Central Bank

1. The BCSM, within 60 days from the receipt of the complete application, issues a measure of acceptance or rejection of the application for registration.
2. In case of rejection, the BCSM must provide the reasons for the rejection.
3. The measure of acceptance or rejection is communicated to the applicant.

Chapter IV Suspension and cancellation from the register

Article 14 – Ex officio suspension

1. The BCSM may suspend ex officio the registration of a SERVICER in the REGISTER if: a) the requirements for registration are no longer satisfied; b) the SERVICER fails to comply with the obligations imposed by this Regulation or by other regulatory provisions; c) the SERVICER carries out activities that are harmful to the stability of the financial system or to the protection of clients.
2. The suspension measure is communicated to the SERVICER and published on the BCSM website.

Article 15 – Cancellation upon request by the party

1. A SERVICER may request the cancellation of its registration from the REGISTER.
2. The request must be submitted to the BCSM using the model provided for in Article 43 bis.
3. The BCSM proceeds with the cancellation upon verification of the absence of pending obligations or proceedings.

Article 16 – Ex officio cancellation

1. The BCSM may cancel ex officio the registration of a SERVICER in the REGISTER if: a) the SERVICER ceases to carry out the activity of SERVICING; b) the SERVICER is dissolved or liquidated; c) the registration has been suspended for a period exceeding one year.
2. The cancellation measure is communicated to the SERVICER and published on the BCSM website.

Article 17 – Procedure and effects of suspension and cancellation measures

1. The measures of suspension and cancellation are subject to the administrative procedure provided for by law.
2. The SERVICER has the right to be heard before the adoption of the measures.
3. The measures of suspension and cancellation take effect from the date of communication to the SERVICER.
4. In case of suspension, the SERVICER is prohibited from carrying out new servicing activities until the suspension is lifted.
5. In case of cancellation, the SERVICER must cease all servicing activities and transfer the servicing activities to another registered servicer or to the originator.

Article 18 – List of Special Purpose Vehicles (SPV List)

1. The BCSM maintains a list of Special Purpose Vehicles (SPV List) issuing ABS against FINANCIAL ORIGIN SECURITIZATIONS.
2. The SPV List is included as an annex to the REGISTER of SERVICERS.
3. The BCSM updates the SPV List based on communications received from the SPVs and the originators.
4. The SPV List is published on the BCSM website.

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TITLE II SERVICING ACTIVITIES

Article 19 – Role of the Servicer

1. The Servicer is responsible for the management, collection, and recovery of the securitized assets on behalf of the Special Purpose Vehicle.
2. The Servicer must act in the best interest of the holders of the ABS and in compliance with the provisions of this Regulation and the securitization program.

Article 20 – Competences of the Servicer

1. The Servicer has the competence to: a) collect payments due on the securitized assets; b) manage the cash flows related to the securitized assets; c) enforce the rights related to the securitized assets; d) manage the collateral related to the securitized assets.
2. The Servicer must have the necessary resources and expertise to carry out the above activities.

Article 21 – Code of conduct

1. The Servicer must adopt a code of conduct that regulates the behavior of its employees and collaborators in the performance of their duties.
2. The code of conduct must include provisions on: a) conflicts of interest; b) confidentiality; c) professional ethics; d) compliance with regulatory provisions.
3. The Servicer must ensure that its employees and collaborators are aware of and comply with the code of conduct.

Article 22 – Organizational requirements

1. The Servicer must have an organizational structure that is adequate to the nature, scale, and complexity of its activities.
2. The Servicer must have internal control systems that are effective in identifying, managing, and monitoring the risks related to its activities.
3. The Servicer must have adequate IT systems to support its activities.

Article 23 – Outsourcing

1. The Servicer may outsource part of its activities to third parties, provided that: a) the outsourcing does not impair the quality of the Servicer’s supervision by the BCSM; b) the Servicer remains fully responsible for the outsourced activities; c) the outsourcing does not create conflicts of interest; d) the Servicer has the necessary resources to monitor the outsourced activities.
2. The Servicer must inform the BCSM of any significant outsourcing.

Article 24 – Legislative discipline on asset segregation

1. The securitized assets must be segregated from the assets of the originator and the Servicer.
2. The segregation must be legally effective and enforceable against third parties.
3. The Servicer must take all necessary measures to ensure the segregation of the securitized assets.

Article 25 – Obligations of the servicer for segregation purposes

1. The Servicer must maintain separate accounts for the securitized assets.
2. The Servicer must not commingle the securitized assets with its own assets or the assets of other clients.
3. The Servicer must promptly transfer the collections from the securitized assets to the Special Purpose Vehicle.

Article 26 – Conflicts of interest

1. The Servicer must identify and manage any conflicts of interest that may arise in the performance of its duties.
2. The Servicer must have policies and procedures in place to prevent and manage conflicts of interest.
3. The Servicer must disclose any conflicts of interest to the Special Purpose Vehicle and the holders of the ABS.

Article 27 – Credit reserve

1. The Servicer must maintain a credit reserve to cover potential losses on the securitized assets.
2. The amount of the credit reserve must be determined based on the risk profile of the securitized assets.
3. The credit reserve must be managed in accordance with the securitization program.

TITLE III SUPERVISION OF SERVICERS

Article 28 – Powers of the Supervisory Authority

1. The BCSM has the power to supervise the activities of the Servicers registered in the REGISTER.
2. The BCSM may carry out inspections, request information, and issue measures to ensure compliance with this Regulation.
3. The BCSM may impose sanctions in case of violations of this Regulation.

Article 29 – Inspections

1. The BCSM may carry out inspections at the premises of the Servicers.
2. The Servicers must cooperate with the BCSM during the inspections and provide any information or documentation requested.
3. The BCSM may appoint external experts to assist in the inspections.

Article 30 – Communication obligations to the Supervisory Authority

1. The Servicers must communicate to the BCSM any significant events that may affect their ability to perform their duties.
2. The Servicers must submit periodic reports to the BCSM on their activities and financial situation.
3. The BCSM may request additional information from the Servicers as needed.

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PART III SPECIAL DISCIPLINE

TITLE I SYSTEM SERVICERS

Article 31 – Primary regulatory framework

1. The System Servicers (IGRC) are subject to the provisions of Law 30 August 2021 n.157 and subsequent amendments, as well as to the provisions of this Regulation.
2. The IGRC is responsible for the management of the System Securitization Assets (ACDS).
3. The IGRC must act in the best interest of the holders of the ABS and in compliance with the provisions of this Regulation and the securitization program.

Article 32 – Registration in the register

1. The IGRC must be registered in Section B of the REGISTER.
2. The IGRC must satisfy the requirements referred to in Article 8.
3. The IGRC must also satisfy the additional requirements referred to in Articles 34 and 35.

Article 33 – Supplementary supervisory provisions

1. The BCSM has the power to supervise the activities of the IGRC.
2. The BCSM may carry out inspections, request information, and issue measures to ensure compliance with this Regulation.
3. The BCSM may impose sanctions in case of violations of this Regulation.

Article 34 – IGRC organizational requirements

1. The IGRC must have an organizational structure that is adequate to the nature, scale, and complexity of its activities.
2. The IGRC must have internal control systems that are effective in identifying, managing, and monitoring the risks related to its activities.
3. The IGRC must have adequate IT systems to support its activities.
4. The IGRC must have a risk management policy that is approved by the Board of Directors.

Article 35 – Exercise of credit by IGRC

1. The IGRC may exercise the credit related to the System Securitization Assets.
2. The IGRC must act in the best interest of the holders of the ABS and in compliance with the provisions of this Regulation and the securitization program.
3. The IGRC must disclose any conflicts of interest to the Special Purpose Vehicle and the holders of the ABS.

TITLE II MARKET RULES

Article 36 – General legislative framework

1. The securitization operations are subject to the provisions of Law 30 August 2021 n.157 and subsequent amendments, as well as to the provisions of this Regulation.
2. The securitization operations must be approved by the BCSM before they are carried out.
3. The securitization operations must be transparent and fair to the holders of the ABS.

Chapter I Discipline on ABS

Article 37 – Minimum content of the operation program

1. The securitization program must contain the following information: a) the identity of the originator, the Servicer, and the Special Purpose Vehicle; b) the description of the securitized assets; c) the structure of the securitization operation; d) the risk management policies; e) the legal opinion on the segregation of the securitized assets; f) the rating of the ABS securities.
2. The securitization program must be updated regularly to reflect any changes in the securitized assets or the structure of the operation.

Article 38 – Minimum content of ABS securities

1. The ABS securities must contain the following information: a) the identity of the issuer; b) the description of the securitized assets; c) the rights and obligations of the holders of the ABS; d) the risk factors related to the ABS; e) the rating of the ABS.
2. The ABS securities must be issued in accordance with the provisions of this Regulation and the securitization program.

Article 39 – Placement and circulation of ABS

1. The ABS securities may be placed and circulated in accordance with the provisions of law.
2. The originator and the Servicer must ensure that the ABS securities are marketed in a transparent and fair manner.
3. The originator and the Servicer must provide the holders of the ABS with regular information on the performance of the securitized assets.

Chapter II Procedure for approval of the program by the Supervisory Authority

Article 40 – Submission of application

1. The application for approval of the securitization program must be submitted to the BCSM using the model provided for in Article 43 bis.
2. The application must be accompanied by the securitization program and any other documentation required by the BCSM.
3. The BCSM may request the applicant to provide any further information or documentation necessary for the evaluation of the application.

Article 41 – Approval procedure

1. The BCSM, within 60 days from the receipt of the complete application, issues a measure of approval or rejection of the securitization program.
2. In case of rejection, the BCSM must provide the reasons for the rejection.
3. The measure of approval or rejection is communicated to the applicant.

Chapter III Suspensive or prohibitive powers of the Supervisory Authority on Financial Origin Securitizations

Article 42 – Measures by the Supervisory Authority

1. The BCSM may suspend or prohibit the securitization operation if: a) the securitization program does not comply with the provisions of this Regulation; b) the securitization operation poses a risk to the stability of the financial system; c) the securitization operation is harmful to the protection of clients.
2. The measure of suspension or prohibition is communicated to the originator and the Servicer.

Article 43 – Procedural rules

1. The measures of suspension or prohibition are subject to the administrative procedure provided for by law.
2. The originator and the Servicer have the right to be heard before the adoption of the measures.
3. The measures of suspension or prohibition take effect from the date of communication to the originator and the Servicer.

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PART IV FINAL PROVISIONS

TITLE I FINAL NORMS

Article 43 bis – Models

1. The models referred to in this Regulation are provided for in the annexes to this Regulation.
2. The BCSM may update the models as needed.

Article 44 – Entry into force

1. This Regulation enters into force on the date of its publication in the Official Gazette of the Republic of San Marino.
2. The provisions of this Regulation apply to securitization operations carried out after the date of its entry into force.

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