LegalizeΝόμοι — ΦΕΚ A' 65/2012
ΕΦΗΜΕΡΙΣ ΤΗΣ ΚΥΒΕΡΝΗΣΕΩΣ
ΤΗΣ ΕΛΛΗΝΙΚΗΣ ΔΗΜΟΚΡΑΤΙΑΣ
ΤΕΥΧΟΣ ΠΡΩΤΟ Αρ. Φύλλου 65 22 Μαρτίου 2012
NOMOΣ ΥΠ’ ΑΡΙΘ. 4060
Κύρωση της Πράξης Νοµοθετικού Περιεχομένου «Έγκριση Σχεδίου Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης μεταξύ του Ευρωπαϊκού Ταµείου Χρηματοπιστωτικής Σταθερότητας (Ε. Τ.Χ.Σ.), της Ελληνικής Δηµοκρατίας, του Ελληνικού Ταµείου Χρηματοπιστωτικής Σταθερότητας (Τ.Χ.Σ.) και της Τράπεζας της Ελλάδος και παροχή εξουσιοδοτήσεων για την υπογραφή της Κύριας Σύμβασης».
Ο ΠΡΟΕΔΡΟΣ
ΤΗΣ ΕΛΛΗΝΙΚΗΣ ΔΗΜΟΚΡΑΤΙΑΣ
Εκδίδομε τον ακόλουθο νόμο που ψήφισε η Βουλή: Άρθρο πρώτο Κυρώνεται και έχει ισχύ νόμου από τη δημοσίευσή της στην Εφημερίδα της Κυβερνήσεως η, από 14 Μαρτίου 2012, Πράξη Νομοθετικού Περιεχομένου «Έγκριση Σχεδίου Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης μεταξύ του Ευρωπαϊκού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Ε.Τ.Χ.Σ.), της Ελληνικής Δημοκρατίας, του Ελληνικού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Τ.Χ.Σ.) και της Τράπεζας της Ελλάδος και παροχή εξουσιοδοτήσεων για την υπογραφή της Κύριας Σύμβασης», που δημοσιεύτηκε στο υπ’ αριθ. 55 Φύλλο της Εφημερίδας της Κυβερνήσεως (τεύχος Α΄), που έχει ως εξής:
«ΠΡΑΞΗ ΝΟΜΟΘΕΤΙΚΟΥ ΠΕΡΙΕΧΟΜΕΝΟΥ
«Έγκριση Σχεδίου Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης μεταξύ του Ευρωπαϊκού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Ε.Τ.Χ.Σ.), της Ελληνικής Δημοκρατίαs, του Ελληνικού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Τ.Χ.Σ.) και της Τράπεζας της Ελλάδος και παροχή εξουσιοδοτήσεων για την υπογραφή της Κύριας Σύμβασης»
Ο ΠΡΟΕΔΡΟΣ
ΤΗΣ ΕΛΛΗΝΙΚΗΣ ΔΗΜΟΚΡΑΤΙΑΣ
Έχοντας υπόψη:
την παράγραφο 1 του άρθρου 44 του Συντάγματος,
την έκτακτη περίπτωση εξαιρετικά επείγουσας και απρόβλεπτης ανάγκης να εγκριθεί το Σχέδιο της Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης, μεταξύ του Ευρωπαϊκού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Ε.Τ.Χ.Σ.), της Ελληνικής Δημοκρατίαs, του Ελληνικού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Τ.Χ.Σ.) και της Τράπεζας της Ελλάδος για την παροχή χρηματοδοτικής ενίσχυσης στην Ελλάδα, έως το συνολικό ποσό των 109,1 δισεκατομμυρίων ευρώ προκειμένου ακολούθως να υπογραφεί η Σύμβαση στις 15 Μαρτίου 2012 και να εκταμιευθεί η πρώτη δόση στις 19 Μαρτίου 2012 και να παρασχεθούν εξουσιοδοτήσεις για την υπογραφή της Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης με τα παραρτήματά της.
τη σχετική πρόταση του Υπουργικού Συμβουλίου, αποφασίζουμε:
Άρθρο 1
Έγκριση Σχεδίου Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης Εγκρίνεται το Σχέδιο της Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης μεταξύ του Ευρωπαϊκού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Ε.Τ.Χ.Σ.), της Ελληνικής Δημοκρατίαs, ως δικαιούχου κράτους − μέλους, του Ελληνικού Ταμείου Χρηματοπιστωτικής Σταθερότητας (Τ.Χ.Σ.), ως εγγυητή, και της Τράπεζας της Ελλάδος, με τίτλο «Κύρια Σύμβαση Χρηματοδοτικής Διευκόλυνσης» (“Master Financial Assistance Facility Agreement”) για την παροχή χρηματοδοτικής ενίσχυσης, έως το συνολικό ποσό των εκατόν εννέα δισεκατομμυρίων και εκατό εκατομμυρίων (109.100.000.000) ευρώ, με σκοπό την οικονομική ενίσχυση στο δικαιούχο κράτος − μέλος μέσω του Ε.Τ.Χ.Σ., όπως συμφωνήθηκε στο Συμβούλιο της 12ης Μαρτίου 2012 των Υπουργών Οικονομικών των κρατών − μελών της ζώνης του ευρώ, μαζί με τα παραρτήματά της, όπως το Σχέδιο αυτό μαζί με τα παραρτήματα στην αγγλική γλώσσα, ως επίσημη γλώσσα των κειμένων αυτών, και σε μετάφρασή τους στην ελληνική γλώσσα, προσαρτώνται ως Παράρτημα στην παρούσα Πράξη.
Άρθρο 2
Παροχή εξουσιοδοτήσεων για την υπογραφή της Κύριας Σύμβασης Χρηματοδοτικής Διευκόλυνσης
Παρέχεται στον Υπουργό Οικονομικών η εξουσιοδότηση να εκπροσωπήσει την Ελληνική Δημοκρατία και να υπογράψει τη Σύμβαση που αναφέρεται στο άρθρο 1719 κρίνιση ασαφειών του Σχεδίου που εγκρίνεται με το προηγούμενο άρθρο.
Παρέχεται στον Διοικητή της Τράπεζας της Ελλάδος και τον Πρόεδρο του Τ.Χ.Σ., η εξουσιοδότηση να εκπροσωπήσουν την Τράπεζα της Ελλάδος και το Ταμείο Χρηματοπιστωτικής Σταθερότητας, αντιστοίχως, και να υπογράψουν τη Σύμβαση που αναφέρεται στο άρθρο 1, μαζί με τα παραρτήματά της, με τις τυχόν αναγκαίες τροποποιήσεις για την αποκατάσταση λαθών ή τη διευκρίνιση ασαφειών του Σχεδίου που εγκρίνεται με το προηγούμενο άρθρο.
Η ισχύς της Σύμβασης που αναφέρεται στο άρθρο 1 αρχίζει από την ημερομηνία υπογραφής της από όλα τα συμβαλλόμενα μέρη σύμφωνα με τους όρους και τις προϋποθέσεις που ειδικότερα καθορίζεται σε αυτήν. Με μέριμνα του Υπουργού Οικονομικών η Σύμβαση μετά την υπογραφή της από όλα τα προβλεπόμενα μέρη, διαβιβάζεται στη Βουλή για ενημέρωση.
Στο τέλος της παραγράφου 4 του άρθρου 1 του ν. 4046/2012 (Α΄ 28) προστίθεται, από τότε που άρχισε να ισχύει ο ν. 4046/2012, εδάφιο ως εξής: «Παρέχεται επίσης στον Πρόεδρο του Τ.Χ.Σ. η εξουσιοδότηση να εκπροσωπήσει το Ταμείο Χρηματοπιστωτικής Σταθερότητας και να υπογράψει την ως άνω Σύμβαση.» between as Beneficiary Member State THE HELLENIC FINANCIAL STABILITY FUND as Guarantor and THE BANK OF GREECE
Definitions ..........................................................................................................
The Master Financial Assistance Facility and Specific Facilities .........................
Entry into Force and Conditions Precedent..........................................................
Requests, Conditions to Disbursements, Financing and Disbursements ...............
Representations, Warranties and Undertakings....................................................
Interest, Costs, Fees and Expenses ......................................................................
Repayment, Early Repayment, Mandatory Repayment and Cancellation.............
Payments ............................................................................................................
Events of Default ................................................................................................
Information Undertakings ...................................................................................
Undertakings relating to Inspections, Fraud Prevention and Audits .....................
Notices................................................................................................................
Guarantee and Indemnity ....................................................................................
Miscellaneous .....................................................................................................
Governing Law and Jurisdiction..........................................................................
Entry into force...................................................................................................
Execution of the Agreement................................................................................
Annexes and Schedules....................................................................................... Annex 1 Form of Pre-Funding Agreement................................................................... Annex 2 Forms of Legal Opinions............................................................................... Annex 3 List of Contacts............................................................................................. Schedule 1 Loan Facility: Facility Specific Terms....................................................... Η ισχύς της παρούσας, η οποία θα κυρωθεί νομοθετικά κατά το άρθρο 44 παράγραφος 1 του Συντάγματος, αρχίζει από τη δημοσίευσή της στην Εφημερίδα της Κυβερνήσεως. Αθήνα, 14 Μαρτίου 2012
Ο ΠΡΟΕΔΡΟΣ ΤΗΣ ΔΗΜΟΚΡΑΤΙΑΣ
ΚΑΡΟΛΟΣ ΓΡ. ΠΑΠΟΥΛΙΑΣ Ο ΠΡΩΘΥΠΟΥΡΓΟΣ ΛΟΥΚΑΣ Δ. ΠΑΠΑΔΗΜΟΣ ΤΑ ΜΕΛΗ ΤΟΥ ΥΠΟΥΡΓΙΚΟΥ ΣΥΜΒΟΥΛΙΟΥ ΘΕΟΔΩΡΟΣ ΠΑΓΚΑΛΟΣ, ΕΥΑΓΓΕΛΟΣ ΒΕΝΙΖΕΛΟΣ, ΔΗΜΗΤΡIOΣ ΡΕΠΠΑΣ, ΑΝΑΣΤΑΣΙΟΣ ΓΙΑΝΝΙΤΣΗΣ, ΣΤΑΥΡΟΣ ΔΗΜΑΣ, ΔΗΜΗΤΡΙΟΣ ΑΒΡΑΜΟΠΟΥΛΟΣ, ΓΕΩΡΓΙΟΣ ΠΑΠΑΚΩΝΣΤΑΝΤΙΝΟΥ, ΓΕΩΡΓΙΟΣ ΜΠΑΜΠΙΝΙΩΤΗΣ, ΜΑΥΡΟΥΔΗΣ ΒΟΡΙΔΗΣ, ΚΩΝΣΤΑΝΤΙΝΟΣ ΣΚΑΝΔΑΛΙΔΗΣ, ΜΙΛΤΙΑΔΗΣ ΠΑΠΑΪΩΑΝΝΟΥ, ΜΙΧΑΗΛ ΧΡΥΣΟΧΟΪΔΗΣ, ΠΑΥΛΟΣ ΓΕΡΟΥΛΑΝΟΣ, ΓΕΩΡΓΙΟΣ ΣΤΑΥΡΟΠΟΥΛΟΣ, ΠΑΝΤΕΛΕΗΜΩΝ ΚΑΨΗΣ, ΦΩΤΕΙΝΗ ΓΕΝΝΗΜΑΤΑ, ΦΙΛΙΠΠΟΣ ΣΑΧΙΝΙΔΗΣ, ΠΑΝΤΕΛΗΣ ΟΙΚΟΝΟΜΟΥ, ΣΩΚΡΑΤΗΣ ΞΥΝΙΔΗΣ, ΝΙΚΟΛΑΟΣ ΣΗΦΟΥΝΑΚΗΣ, ΚΩΝΣΤΑΝΤΙΝΟΣ ΑΡΒΑΝΙΤΟΠΟΥΛΟΣ This Master Financial Assistance Facility Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 43, avenue John F. Kennedy, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Klaus Regling, Chief Executive Officer or Mr. Christophe Frankel, Deputy Chief Executive Officer, ("EFSF"); (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by the Minister of Finance, as the beneficiary member state (the "Beneficiary Member State"); (C) The Hellenic Financial Stability Fund, created pursuant the Law on the Establishment of a Hellenic Financial Stability Fund (3864/2010), as guarantor ("HFSF"); and (D) The Bank of Greece, represented by the Governor of the Bank of Greece, (the "Bank of Greece"), Herein jointly referred to as the "Parties" and each of them a "Party". PREAMBLE Whereas: (1) EFSF was incorporated on 7 June 2010 for the purpose of making stability support to member states of the European Union whose currency is the euro ("euro-area Member States"). EFSF may grant financial assistance under financial assistance facility agreements by way of loan disbursements under a programme, precautionary facilities, facilities to finance the recapitalisation of financial institutions in a euroarea Member State (through loans to the governments of such Member States including in non-programme countries), facilities for the purchase of bonds in the secondary market on the basis of an ECB analysis recognising the existence of exceptional financial market circumstances and risks to financial stability or facilities for the purchase of bonds in the primary market (under a macroeconomic adjustment programme or under a precautionary programme). EFSF may also grant financial assistance by providing credit enhancement in conjunction with new debt issued by euro-area Member States, thus reducing the funding cost for euro-area Member States and the funding arrangements of EFSF may be maximised with a combination of resources from private and public financial institutions which can be arranged through special purpose vehicles which will enlarge the amount of resources available to extend loans for bank re-capitalisation and for buying bonds in the primary and secondary markets (each individual utilisation under a financial assistance facility agreement being a "Financial Assistance" and, where the context requires, the term "Financial Assistance" shall also mean all or any of such forms of financial assistance collectively). securities or other financing arrangements (including treasury operations, DMO Lines, committed and un-committed credit lines, sale and repurchase agreements and reverse sale and repurchase agreements) (in the case of sale and repurchase agreements and reverse sale and repurchase agreements for a term exceeding twelve (12) months, to the extent they have been approved, where necessary, by the board of directors of EFSF and the Guarantors/EWG) ("Funding Instruments") which are backed by irrevocable and unconditional guarantees (each a "Guarantee") of the euro-area Member States which shall act as guarantors in respect of such Funding Instruments as contemplated by the terms of this Agreement. The guarantors (the "Guarantors") of Funding Instruments issued or entered into by EFSF shall be comprised of each euro-area Member State (excluding any euro-area Member State which is or has become a Stepping-Out Guarantor (as defined below) prior to the issue of or entry into such Funding Instruments). The Funding Instruments shall be issued or entered into either on a stand-alone basis or pursuant to a debt issuance programme (the "EFSF Debt Issuance Programme") in accordance with the EFSF Funding Guidelines (as defined below). Certain of the proceeds of Funding Instruments may be credited from time to time to the Liquidity Buffer (as defined below). (3) On 8 May 2010, the Kingdom of Belgium, Ireland, the Kingdom of Spain, the French Republic, the Italian Republic, the Republic of Cyprus, the Grand Duchy of Luxembourg, the Republic of Malta, the Kingdom of the Netherlands, the Republic of Austria, the Portuguese Republic, the Republic of Slovenia, the Slovak Republic, the Republic of Finland and KfW (acting in the public interest, subject to the instructions of and with the benefit of the guarantee of the Federal Republic of Germany) (as Lenders) entered into a EUR 80,000,000,000 loan facility agreement (the "Loan Facility Agreement") with Greece and the Bank of Greece which provides stability support to Greece in an inter-governmental framework via pooled bilateral loans. (4) On 8 February 2012 Greece requested further financial assistance from the euro-area Member States. In accordance with the Statement by the Heads of State or Government of the euro area and EU institutions of 21 July and 26/27 October 2011, EFSF will be used as the financing vehicle for future disbursements to Greece under the financial assistance of the euro-area Member States. (5) On 1 March 2012 a Memorandum of Understanding (the "PSI MoU") was entered into between the European Commission, Greece and the Bank of Greece relating to (i) a voluntary liability management transaction by way of voluntary bond exchange to be entered into between Greece and certain private sector investors as described in the statement of the Euro Summit dated 26 October 2011 (the "Voluntary Liability Management Transaction"); (ii) a buy-back offer (the "Buy-Back Offer") whereby Greece, acting through the ECB as its agent, offers to buy-back from Eurosystem national central banks ("NCBs") certain marketable debt instruments issued or guaranteed by Greece which are held by NCBs as collateral for Eurosystem monetary policy operations with eligible counterparties; (iii) the payment of accrued interest on the bonds that will be exchanged under the Voluntary Liability Management Transaction, which will be financed in part or in whole by EFSF (the "Bond Interest Transaction"); and (iv) the provision of support in bank recapitalisation programmes of financial institutions in Greece (the "Bank Recapitalisation Transaction"). The of Understanding (Fifth Addendum) of [6 December 2011], between the European Commission, Greece and the Bank of Greece (the "2011 Memorandum of Understanding" which, together with the PSI MoU and any subsequent or supplemental memoranda of understanding or addendum to any of them, is the "MoU"). (6) Upon the request of financial assistance from Greece and in line with the PSI MoU, EFSF has entered into Financial Assistance Facility Agreements with Greece and the Bank of Greece, to provide the following Financial Assistance Facilities: (i) on 1 March 2012, a financial assistance facility agreement of up to EUR 30,000,000,000 in order to permit Greece to finance, in part, the Voluntary Liability Management Transaction (the "PSI LM Facility"); (ii) on 1 March 2012, a financial assistance facility agreement of EUR 35,000,000,000 in order to permit Greece to finance the Buy-Back Offer (the "ECB Credit Enhancement Facility"); (iii) on 1 March 2012, a financial assistance facility agreement of EUR 5,500,000,000 in order to facilitate the making of payments in relation to accrued interest under certain outstanding sovereign bonds issued or guaranteed by Greece, in the context of the Voluntary Liability Management Transaction, such payments to be made at the time and to the extent that such sovereign bonds are exchanged for New Greek Bonds (the "Bond Interest Facility"); and (iv) on 1 March 2012, a financial assistance facility agreement of up to EUR 23,000,000,000 in order to finance the recapitalisation of certain financial institutions in Greece (the "Existing Bank Recapitalisation Facility"). (7) A Memorandum of Understanding was entered into between the Commission, the Hellenic Republic and the Bank of Greece on or around 14 March 2012 in relation to this Financial Assistance Facility Agreement. The availability and the provision of Financial Assistance under this Agreement, including pursuant to the Facilities (as defined below) made available under the Facility Specific Terms (as defined below), shall, unless otherwise specified, be conditional upon (i) the Beneficiary Member State's compliance with the measures set out in the MoU and (ii) the Guarantors deciding favourably, on the basis of the findings of the regular assessments carried out by the Commission in liaison with the ECB in accordance with the Council Decision of the European Union on the basis of Articles 126(9) and 136 of TFEU on 12 July 2011 (which recast the former Council Decision 2010/320/EU of 10 May 2010 as amended), that the economic policy of the Beneficiary Member State accords with the adjustment programme and with the conditions laid down by the Council in the Decision and any other conditions laid down by the Council or in the MoU. (8) It is acknowledged and agreed that the Bank of Greece is a party to this Agreement for the purpose of receiving disbursements on behalf of the Beneficiary Member State. (9) It is acknowledged and agreed that in accordance with the terms of a unanimous resolution of the Member States made pursuant to Articles 5(3) and 10(5)(f) of the Framework Agreement the Slovak Republic is permitted not to participate in guaranteeing a specified amount of Funding Instruments issued to finance Financial Assistance to the Beneficiary Member State which amount corresponds to the notional share of the Slovak Republic in the cancelled non-utilised portion of the EUR 80 billion loan facility dated 8 May 2010 between the then euro-area Member amount to be guaranteed by the Slovak Republic for the new Greek programme would not exceed the amount the Slovak Republic committed to guarantee under the concept endorsed on 21 July 2011 which provided for official financing amounting to 109 billion1 . EFSF and the Guarantors shall enter into such agreements and documents as they see fit to give effect to this arrangement. (10) Appropriate measures related to the prevention of, and the fight against, fraud, corruption and other irregularities affecting any Financial Assistance shall be provided for and implemented by the authorities of the Beneficiary Member State. Now, therefore, the Parties hereto have agreed as follows: 1 According to the diplomatic note from the Council of the European Union to Slovakia, dated 28 October 2011. Capitalised terms shall, unless otherwise specified in relation to a Facility in the relevant Facility Specific Terms, have the meanings set out below: "Acceptance Notice" means, in relation to a Facility, EFSF's written notice to the Beneficiary Member State in the form of the applicable Annex setting out the amount and the detailed provisional financial terms of the Financial Assistance under the relevant Facility, Instalment or Tranche that EFSF is willing to extend to the Beneficiary Member State under this Agreement and the Facility Specific Terms. "Aggregate Financial Assistance Amount" has the meaning given to such term in Clause 2(1). "Agreement" means this Master Financial Assistance Facility Agreement, including the Annexes and Schedules hereto (including any Facility Specific Terms entered into between the Parties and the Annexes thereto). "Allocated Portion" means, in relation to Funding Instruments which cannot be rolled over or re-financed by virtue of a Market Disruption Event, the portion of such Funding Instruments allocated to the Beneficiary Member State by reference to the proportion the aggregate of the outstanding Financial Assistance Amounts provided by EFSF to the Beneficiary Member State bears to the aggregate principal amount of financial assistance provided by EFSF to all beneficiary member states which is outstanding. "Annex" means an Annex to this Agreement and, for any Facility, any Annex to the Facility Specific Terms which are applicable to that Facility. "Availability Period" for any Facility means the period specified as such in the applicable Facility Specific Terms, which shall in no case extend beyond 31 December 2014. "Average Maturity" means, in relation to any Facility, the weighted average maturity of all the Tranches made available under such Facility where the maturity of each Tranche is determined by reference to its final scheduled repayment date (for Tranches where the principal is repaid in full in one single payment at its maturity) or the scheduled amortisations of Financial Assistance (or Tranches thereof) (for any Tranche the principal of which is repayable in scheduled instalments). "Business Day" means a day on which the TARGET2 payment system is open for business. "Commission" means the European Commission. "Commitment Fee" means the fee allocated to the Beneficiary Member State in accordance with the Diversified Funding Strategy and related to (i) the Negative Carry resulting from the issuance or roll-over of Funding Instruments by EFSF (including to fund the Liquidity Buffer) (ii) Issuance Costs related to funding raised by EFSF that are not otherwise recoverable from the Beneficiary Member State or any EFSF, in each case according to the EFSF Funding Guidelines. In accordance with Clause 6(2), the payment of the annual allocation to the Beneficiary Member State of a portion of EFSF's aggregate Commitment Fee shall be made either (a) following the receipt of an invoice or (b) on the first Payment Date under any Tranche, Instalment or Financial Assistance following the determination of the amount to be paid as annual Commitment Fee, expressed as a number of basis points per annum that shall be applied over the relevant Tranche, Instalment or Financial Assistance to result in the amount of the Commitment Fee that would otherwise have been payable upon receipt of an invoice. The allocation of the Commitment Fee to a Beneficiary Member State and the level and/or the payment structure of the Commitment Fee applicable to this Agreement may be changed from time to time by the board of directors of EFSF and approved by the Guarantors. "Confirmation Notice" means, in relation to a Facility, EFSF's written notice to the Beneficiary Member State substantially in the form of the applicable Annex to the relevant Facility Specific Terms setting out the definitive financial terms of the Financial Assistance under the relevant Facility, Instalment or Tranche that EFSF is willing to extend to the Beneficiary Member State under this Agreement and the Facility Specific Terms. "Cost of Carry" means, in relation to Funding Instruments, the difference between (i) the interest accrued under the relevant Funding Instruments (a) in the case of a Pre-Funding Operation, during the period from the date EFSF commences incurring liability for interest under the relevant Funding Instruments under the Pre-Funding Operation until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instruments for the undisbursed proceeds, (b) in the case of amounts raised to fund the Liquidity Buffer, during the period when EFSF incurs liability for interest under the relevant Funding Instruments but is not able to recover any amount from the Beneficiary Member State or any other beneficiary member state in respect of such amount as part of the EFSF Cost of Funding under any financial assistance facility agreement, (c) in the case of any refinancing of any Financing, during the period from the date EFSF commences incurring liability for interest under the new Financing until the new Financing is disbursed (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) and (ii) any return on the proceeds of those Funding Instruments actually received by EFSF, if EFSF at its sole discretion invested the amount pre-funded, the residual amount under a Financing or the amount raised to fund the Liquidity Buffer. The Cost of Carry referred to in paragraph (a) above shall be allocated solely to the Beneficiary Member State but the Cost of Carry referred to in paragraphs (b) and (c) above shall be determined on a pooled basis in relation to the pool of short term Funding Instruments and the pool of long term Funding Instruments and allocated to the Beneficiary Member State in accordance with the Diversified Funding Strategy and the methodology for allocation of Funding Instruments agreed by the EWG and the board of directors of EFSF at the time the Cost of Carry is calculated. 2011/734/EU of 12 July 2011 (which recast Council Decision 2010/320/EU of 10 May 2010 as amended) adopted on the basis of Articles 126(9) and 136 of TFEU. "Deed(s) of Guarantee" means any deed(s) of guarantee entered into by, amongst others, the Guarantors and EFSF in accordance with the terms of the Framework "Disbursement" means a disbursement of funds to, or at the direction of, the Beneficiary Member State under a Facility (including, where permitted by the EFSF Funding Guidelines and the relevant Facility Specific Terms, by way of the payment of the subscription price or purchase price of purchased bonds or subordinated notes or the delivery of Funding Instruments issued by EFSF). "Disbursement Date" means, in relation to any Financial Assistance made under any Facility by way of a Disbursement, the date on which funds or Funding Instruments issued by EFSF in respect of the relevant Financial Assistance are paid, advanced or delivered to the Beneficiary Member State (or its nominee or to any third party) in accordance with the relevant Facility Specific Terms. Each such Disbursement Date must be a date selected by EFSF which is (i) a Business Day, (ii) a day (other than a Saturday or Sunday) when banks are open for general business in Luxembourg and in the Beneficiary Member State, (iii) a day which falls during the Availability Period, and (iv) which otherwise complies with the relevant Facility Specific Terms. "Disincentive Payment" means 200 basis points per annum applied to the most recently provided Financial Assistance Amount to have been disbursed at the time when the Eurogroup or the EWG communicates, following the assessment by the Commission, in liaison with the ECB and the IMF, that there has been non-compliance by the Beneficiary Member State with the measures set out in the MoU which results in or would (as may be determined in writing by EFSF) have resulted in the non-provision of a subsequent Financial Assistance which was scheduled to be made under a Facility or any subsequent financial assistance facility agreement between EFSF and the Beneficiary Member State. The period of time on which the Disincentive Payment is based will run from the date of the provision of the most recently provided Financial Assistance Amount to the date of the communication to the Beneficiary Member State by the Eurogroup or the EWG of the decision regarding non-compliance which stops or would (as may be determined in writing by EFSF) have stopped a new disbursement of financial assistance. In accordance with Clause 6(10), the Disincentive Payment will be refunded in full by EFSF, together with any interest (if any) earned by EFSF from the investment of such Beneficiary Member State recommence(s). "Diversified Funding Strategy" has the meaning given to that term in the Framework Agreement. The Diversified Funding Strategy as adopted by EFSF contemplates the use of the Liquidity Buffer, a pool of short term Funding Instruments and a pool of long term Funding Instruments and that the methodology for allocation of Funding Instruments, funding and other costs and expenses between the Beneficiary Member State and each other beneficiary member state shall be made in accordance with the EFSF Funding Guidelines. entered into in accordance with Article (5)(5) of the Framework Agreement. "ECB" means the European Central Bank. "EFSF Cost of Funding" means, in relation to any Financial Assistance under a Facility, the effective (after hedging) average cost of funding incurred by EFSF in funding such Financial Assistance as determined by EFSF and allocated to the relevant Financial Assistance pursuant to the Diversified Funding Strategy. The EFSF Cost of Funding shall be calculated by EFSF by adding (i) EFSF's (after hedging) average cost of funding the relevant Financial Assistance, expressed as a rate per annum; for the avoidance of doubt, in the case of discount Funding Instruments (e.g. zero-coupon notes), cost of funding shall be calculated with reference to the nominal value of the relevant discount Funding Instrument, (ii) the annual Service Fee (with effect from the first anniversary of the Disbursement Date of the relevant Financial Assistance), (iii) the Commitment Fee (iv) any Guarantee Commission Fee accrued during the relevant period and (v) any other financing costs, margin, negative carry, losses, hedging costs or other costs, fees or expenses. Such EFSF Cost of Funding shall be adjusted to eliminate the effect of rounding in the calculation of interest on Funding Instruments in the form of bonds or notes with a fixed denomination and to take into account any difference in the periods by reference to which interest is calculated under this Agreement and under the related Funding Instruments and the proceeds of any temporary re-investment of interest receipts by EFSF when such interest periods differ. During the period of any Financing(s) which finance a particular Financial Assistance, EFSF Cost of Funding shall be calculated by reference to the cost of funds incurred by EFSF under the Financing(s) which finance the relevant Financial Assistance, adjusted as may be necessary to cover the period between the Payment Dates under the relevant Facility and interest and principal payment dates under the relevant Funding Instruments and any potential residual cost (including any continuing interest to maturity) incurred by EFSF under the Financing(s) EFSF entered into to finance the relevant Financial Assistance. "EFSF Funding Guidelines" means the funding strategy and guidelines of EFSF from time to time adopted by the board of directors of EFSF and approved by the Guarantors. "EFSF Investment Guidelines" means the investment strategy and guidelines of EFSF from time to time adopted by the board of directors of EFSF and approved by the Guarantors. "ESM" means the European Stability Mechanism to be constituted by treaty entered into between the euro-area Member States. "EU" means the European Union. "EUR", "euro" and "€" denote the single currency unit of the Participating Member States. (b) (if no Screen Rate is available for the interest period applicable to an unpaid amount in accordance with Clause 6(3)) the average of the rates quoted by Deutsche Bank AG, BNP Paribas and Rabobank to leading banks in the European interbank market, as of 11:00 a.m. (Luxembourg time) on the date falling two TARGET Days before the first day of that period for the offering of deposits in euro for a comparable period. "Eurogroup" means the finance ministers from the 17 euro-area Member States. "Event of Default" means an event defined in Clause 9(1) as modified in respect of any specific Financial Assistance by the Facility Specific Terms applying to the Facility under which such Financial Assistance is made available. "EWG" means the Eurogroup Working Group. "Facility" means each facility provided under this Agreement as more particularly referred to in Clause 2(2). "Facility Specific Terms" means, from time to time, the terms specific to each Facility as set out in a Schedule to this Agreement which have been executed by the Parties to this Agreement (as such Schedule may be amended or supplemented from time to time). "Financial Assistance Amount" means the aggregate principal amount of any Financial Assistance made available under a Facility, as more particularly determined in accordance with the relevant Facility Specific Terms. "Financial Support Provider" means the lenders under the Loan Facility Agreement and any other sovereign State or other creditor (other than the IMF or the European Union) granting a bilateral loan to the Beneficiary Member State in conjunction with EFSF. "Financing" means any financing longer than or equal to one year by way of issuing or entering into Funding Instruments comprising part of the pool of long term Funding Instruments. "First Interest Period" means, with regard to any Financial Assistance provided under a Facility, the period commencing on (and including) its Disbursement Date and ending on (but excluding) the first Payment Date as specified in the relevant Confirmation Notice for that Facility. "Framework Agreement" means the framework agreement entered into between the euro-area Member States and EFSF, as may be amended from time to time, which sets out, inter alia, the terms and conditions upon which EFSF may provide Financial Assistance to euro-area Member States and finance such Financial Assistance by issuing or entering into Funding Instruments backed by Guarantees issued by the Guarantors. "General Government Debt" means indebtedness comprising general government debt as determined in accordance with the European System of Accounts 1995 ("ESA 95") as laid down by Council Regulation No (EC) 2223/96 of 25 June 1996 on the European system of national and regional accounts in the Community as amended from time to time. For the avoidance of doubt, the term General Government Debt shall be deemed to include any New Greek Bonds issued in connection with the Voluntary Liability Management Transaction. "Greek Bank Instruments" means the common shares, contingent convertibles or such other instruments as EFSF may in its absolute discretion approve, in each case issued to HFSF by certain financial institutions in Greece in consideration for payments made out of the proceeds of Financial Assistance provided under (a) the Existing Bank Recapitalisation Facility or (b) this Agreement. "Guarantee Commission Fee" means ten (10) basis points per annum (or such other level of Guarantee Commission Fee as may be determined by the board of directors of EFSF and approved by the Guarantors as applicable to the Facilities from time to time) applied to the relevant Financial Assistance Amount. "IMF" means the International Monetary Fund. "IMF Arrangement" means any agreement, programme, facility or other arrangement between the Beneficiary Member State and the IMF. "Instalment" means for any Facility, the sums under that Facility which have been the subject of a Request for Funds and a related Acceptance Notice; an Instalment may be disbursed in one or more Tranches. "Interest Period" means, in relation to any Financial Assistance provided under a Facility, the First Interest Period and each consecutive twelve (12) months period thereafter, commencing on (and including) the date of the preceding Payment Date for such Financial Assistance and ending on (but excluding) each Payment Date in each case, as determined in accordance with the relevant Facility Specific Terms for that "Interest Rate" for any Instalment or Tranche means the rate at which interest will accrue on that Instalment or Tranche during each Interest Period as determined by EFSF, which is equal to the sum of (a) the EFSF Cost of Funding and (b) the Margin (if any) applicable to such Financial Assistance Amount. "Issuance Costs" means any costs, fees or expenses incurred in relation to EFSF issuing or entering into Funding Instruments to finance a Financial Assistance under any Facility (including a portion of the Funding Instruments issued or entered into to fund the Liquidity Buffer) and which are due and payable on or about the date of issue of such Funding Instruments or, as applicable, the date such Funding Instruments are entered into, and any adjustment corresponding to the difference in the net proceeds of Funding Instruments due to such Funding Instruments not being issued at par value. or entry into, short term notes, bills, commercial paper, treasury operations, DMO Lines, committed and un-committed credit lines and sale and repurchase operations) issued by EFSF in accordance with the EFSF Funding Guidelines and which, from time to time, have not been used to finance a Disbursement (or a disbursement to any other beneficiary member states) or to refinance an existing Pre-Funding Operation or Financing (or similar operations or financings in respect of any other beneficiary member states). "Loss of Interest" means the difference (if it is a positive amount) between the amount of interest EFSF would receive at the Interest Rate (excluding for these purposes only the Margin component, if any, of the Interest Rate) on the relevant principal amount of Financial Assistance and the interest EFSF would receive (as determined by EFSF) from the reinvestment of the amounts pre-paid or repaid early in each case for the period commencing on (and including) the date of the prepayment or early repayment and ending on (but excluding) the date on which the relevant Financial Assistance was scheduled to be repaid. "Margin" means, in relation to a Facility, the margin specified in the relevant Facility Specific Terms. The level of the Margin applicable to any Facility may be changed from time to time by the board of directors of EFSF and approved by the Guarantors. For the avoidance of doubt, no reimbursement or reduction in the Margin or the EFSF Cost of Funding shall apply resulting from payments of advance Margin. "Market Disruption Event" means, at the time of a proposed issuance or roll-over of Funding Instruments, the occurrence of events or circumstances affecting the national or international financial, political or economic conditions or international capital markets or currency exchange rates or exchange controls which in the reasonable view of EFSF (as approved by the unanimous agreement of the Guarantors, as would be the case for the issuance of new Funding Instruments) are likely to prejudice materially the ability of EFSF to achieve a successful issue, offering or distribution of Funding Instruments or dealings in such Funding Instruments in the secondary market. "Master Facility" has the meaning given to that term in Clause 2(1) of this "Master Facility Agreement" means this Agreement (but excluding the Facility Specific Terms). "MoU" has the meaning given to that term in the Preamble to this Agreement. "Negative Carry" means in relation to any Financial Assistance the negative Cost of Carry (if any) incurred by EFSF and allocated by EFSF to the funding of that Financial Assistance. "Net Disbursement Amount" means, in relation to any Financial Assistance under a Facility, the Financial Assistance Amount thereof less the sum of (without double counting): (a) any Issuance Costs; costs of Negative Carry, incurred under or in connection with that Financial Assistance, any other Financial Assistance provided by EFSF to the Beneficiary Member State or any Pre-Funding Operation. "New Greek Bonds" means the sovereign bonds issued by Greece in connection with the Voluntary Liability Management Transaction. "Participating Member States" means the member states of the European Union that have the euro as their lawful currency in accordance with the legislation of the European Union relating to Economic and Monetary Union. "Payment Date" means, in relation to any Financial Assistance, Instalment or Tranche made available under a Facility, each scheduled date for payment of principal, interest or fees due to EFSF, as specified in the Confirmation Notice related to such Financial Assistance, Instalment or Tranche. "Pre-Funding Agreement" means an agreement substantially in the form of Annex 1 executed by the Beneficiary Member State and EFSF to authorise EFSF to enter into Pre-Funding Operations (i) prior to the receipt of a Request for Funds or (ii) following a receipt of a Request for Funds but in the absence of the approval of the EWG referred to in Clause 4(4) (or prior to the satisfaction of any of the other conditions to disbursement) and the issuance of an Acceptance Notice. "Pre-Funding Operation" means an advanced borrowing transaction as described in Clause 4(7) pursuant to which EFSF, if it deems necessary and with the agreement of the Beneficiary Member State, issues or enters into Funding Instruments to prefinance a specific Financial Assistance on the basis of a Pre-Funding Agreement, which Pre-Funding Operation may occur prior to the time when the conditions precedent to the disbursement of such Financial Assistance are satisfied. "Relevant Indebtedness" means all indebtedness which constitutes General Government Debt (including all indebtedness of the Beneficiary Member State) denominated or payable in any currency. "Request for Funds" means the Beneficiary Member State's request for a disbursement of funds under a Facility to be made in the form specified in the Facility Specific Terms applying to the Facility under which such request is to be made. "Schedule" means a Schedule to this Agreement. "Screen Rate" means the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period, displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, EFSF may specify another page or service displaying the appropriate rate after consultation with the Beneficiary Member State. calculated (without double counting) on the Financial Assistance Amount under an Instalment or Tranche and (ii) the annual service fee of 0.5 basis points per annum, which will accrue day to day on the Aggregate Financial Assistance Amount under each Facility in each Interest Period with effect from the first anniversary of the Disbursement Date of such Financial Assistance (or such other fee level or date as may be agreed between the Parties following a decision by the EWG). The upfront service fee shall be paid in arrear by the Beneficiary Member State upon receipt of an invoice from EFSF or shall be deducted from the amount to be disbursed to the Beneficiary Member State under any Facility provided on the terms of this Agreement. The inclusion of the annual service fee as a component of the EFSF Cost of Funding is without prejudice to any faculty of a Beneficiary Member State to treat this fee as an operating cost in its national accounts. The level of the Service Fee applicable to the Facilities may be changed from time to time by the board of directors of EFSF and approved by the Guarantors. For the avoidance of doubt, the Service Fee covers and replaces any advance Margin EFSF would otherwise be entitled to charge. "Stepping-Out Guarantor" means a Guarantor whose request to suspend its obligation to issue Guarantees under the Framework Agreement has been accepted by the other Guarantors. "TARGET Day" means any day on which TARGET2 is open for the settlement of payments in euro. "TARGET2" means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007. "Term" means the tenor of any Financial Assistance provided under a Facility which may not exceed the period from the Disbursement Date of the relevant Financial Assistance to the final Payment Date specified in the relevant Confirmation Notice. "Tranche" means a part or the whole of an Instalment, as the case may be, and may be financed until its final maturity from the Liquidity Buffer or by one or more Financings.
THE MASTER FINANCIAL ASSISTANCE FACILITY AND SPECIFIC FACILITIES (1) EFSF makes available to the Beneficiary Member State under this Agreement a master financial assistance facility (the "Master Facility"), subject to the terms and conditions of the Decision (where applicable), the MoU and the Facility Specific Terms. The Master Facility may be made available by EFSF to the Beneficiary Member State by way of Financial Assistance. The aggregate principal amounts of the Financial Assistance Amounts shall not exceed EUR 61,700,000,000 (as increased from time to time by an amount (up to EUR 24,400,000,000) equal to any cancelled non-utilised principal amount of the Loan Facility Agreement and/or an amount (up to EUR 23,000,000,000) equal to any cancelled non-utilised principal amount of the Existing Bank Recapitalisation Facility, but in any event not exceeding EUR 109,100,000,000 provided that each such increase is approved by the EWG and (2) The Master Facility may be provided in the form of such of the following specific facilities (the "Facilities" and each a "Facility") as are the subject of Facility Specific Terms which have been entered into between the Parties, provided that at the time of signing this Master Facility Agreement at least one (1) of the Facility Specific Terms are entered into: (a) a Facility for the provision of loans (the "Loan Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Loan Facility: Facility Specific Terms"; (b) a Facility for the provision of a loan facility providing for sovereign partial risk protection (a "Sovereign Partial Protection Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Sovereign Partial Protection: Facility Specific Terms"; (c) one or more Facilities for the provision of precautionary facilities (each a "Precautionary Facility"). A Precautionary Facility may take the form of (a) a precautionary conditioned credit line (a "Precautionary Credit Line" or "PCCL Facility") on the terms and subject to the conditions more particularly specified in Facility Specific Terms titled "Precautionary Conditioned Credit Line: Facility Specific Terms", (b) an enhanced conditioned credit line (an "Enhanced Conditioned Credit Line" or "ECCL Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Enhanced Conditioned Credit Line: Facility Specific Terms" or (c) an enhanced conditioned credit line with sovereign partial risk protection (an "Enhanced Conditioned Credit Line with Sovereign Partial Protection" or "ECCL+ Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Enhanced Conditioned Credit Line with Sovereign Partial Protection: Facility Specific Terms"; (d) a Facility for the provision of loans to recapitalise financial institutions (the "Bank Recapitalisation Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Bank Recapitalisation Facility: Facility Specific Terms"; (e) a Facility for EFSF to make primary market bond purchases (the "PMP Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Primary Market Bond Purchase Facility: Facility Specific Terms"; (f) a Facility for EFSF to make secondary market bond purchases (the "SMP Facility") on the terms and subject to the conditions specified in the Facility Specific Terms entitled "Secondary Market Bond Purchase Facility: Facility Specific Terms"; and (g) a Facility for EFSF to finance a subordinated issue of notes by a compartment of a co-investment fund (the "CIF Facility") on the terms and conditions The Parties acknowledge and agree that the Facility Specific Terms for each Facility may include different terms in respect of policy conditionality, fees, fee levels and other terms and conditions. Within the limits of the MOU and this Master Facility Agreement and subject to the express prior agreement of the Parties and the approval of the EWG, the unused amount of a Facility may be used for utilisations under another Facility to the Beneficiary Member State. (3) EFSF shall not be under any obligation to provide any Financial Assistance under a Facility other than in accordance with and upon the terms of this Agreement, including the further terms and conditions set out in the relevant Facility Specific Terms. This Agreement and all Facility Specific Terms form a single agreement between the Parties. (4) On the date of this Agreement, the Parties have entered into Facility Specific Terms relating to a Loan Facility having a maximum Financial Assistance Amount of up to EUR 109,100,000,000. (5) (a) In the event that the Beneficiary Member State wishes to obtain financial assistance in the form of an additional or alternative form of Facility, it shall request such other Facility in writing by a letter addressed to the Eurogroup provided that the amount of such other Facility when aggregated with all other Financial Assistance that EFSF has made or is to make available to the Beneficiary Member State under this Agreement shall not exceed the Aggregate Financial Assistance Amount. (b) Following any such written request: (i) the Commission (in liaison with the ECB and the IMF) shall negotiate any necessary modification or supplement to the MoU; (ii) following the approval of any modification or supplement to the MoU, the Commission (in liaison with the ECB and EFSF), shall make a proposal to the EWG of the main terms of the Facility Specific Terms for the relevant Facility based on its assessment of market conditions and provided that the Facility Specific Terms contain financial terms which are consistent with the MoU and the compatibility of maturities with debt sustainability; (iii) following a decision of the EWG, EFSF (in conjunction with the EWG) shall negotiate the detailed technical terms of the Facility Specific Terms of the relevant Facility provided that the financial parameters of such Facility Specific Terms shall take into consideration the financial terms proposed by the Commission (in liaison with the ECB and approved by the EWG); and amendments and/or supplements to this Agreement (including Clause 2(4) and the list of the Schedules in Clause 18) as are necessary to provide the relevant Facility. (6) EFSF shall not be under any obligation to provide any Financial Assistance at any time if the aggregate principal amount of such Financial Assistance when added to (i) other Financial Assistance provided by EFSF to the Beneficiary Member State or to other beneficiary member states which are euro-area Member States, (ii) any other Financial Assistance which EFSF has committed to provide to the Beneficiary Member State or such other beneficiary member states and (iii) any amounts which have been raised subject to a Pre-Funding Operation based on a Pre-Funding Agreement with the Beneficiary Member State (or similar amounts raised in respect of other beneficiary member states) would cause EFSF to exceed its capacity at such time to raise funds which are fully guaranteed by the Guarantees issued under the Framework Agreement. (7) The Beneficiary Member State shall apply all amounts made available to it under this Agreement, including the Facilities, in conformity with its obligations under the MoU, the Decision, this Agreement and otherwise as specified in the relevant Facility Specific Terms. (8) All Financial Assistance will be denominated solely in euro, which shall be the currency of account and payment. (9) The Preamble, the Annexes and the Schedules to this Agreement (including the Annexes to such Schedules) do and shall hereafter form an integral part of this Agreement. Unless stated to the contrary in this Agreement, the terms of this Agreement shall apply to all Facilities and Facility Specific Terms but without prejudice to the further terms and conditions set out in such Facility Specific Terms which may, in relation to the relevant Facility, supplement, dis-apply, amend or modify any of the terms set out in this Agreement. In the event of any conflict between any provision of this Agreement and of any Facility Specific Terms, the provisions of the Facility Specific Terms shall prevail in relation to the relevant (1) Following its signature by all Parties, this Agreement shall enter into force on the date on which each of the following conditions have been satisfied: (a) EFSF has received legal opinions satisfactory to it given by the Legal Advisor to the State at the Ministry of Finance of the Beneficiary Member State and counsel to HFSF in respect of this Agreement and in the form set out in Annex 2 (Forms of Legal Opinions). Such legal opinions shall be dated not later than the date of the first Request for Funds made under any Facility; (b) EFSF has received from the Minister for Finance of the Beneficiary Member State (or any other person acceptable to EFSF in its sole discretion) an official document indicating the persons authorised to sign this Agreement, any containing the specimen signatures of these persons; (c) the signature of the MoU by all parties thereto; (d) the Guarantors (acting unanimously) have approved the terms of this Agreement (including the relevant Facility Specific Terms signed on the date of this Agreement). (2) The Facility Specific Terms relating to a Facility shall enter into force on the date determined in accordance with the terms of such Facility Specific Terms. (3) The Beneficiary Member State's right to request Financial Assistance under any Facility expires at the end of the Availability Period applicable to such Facility following which any undisbursed amount of the Aggregate Financial Assistance Amount under that Facility shall be considered as immediately cancelled, unless otherwise agreed by the Parties.
REQUESTS, CONDITIONS TO DISBURSEMENTS, FINANCING AND DISBURSEMENTS (1) Subject to the terms and conditions of this Agreement, the relevant Facility Specific Terms, the MoU and the Decision, the Beneficiary Member State may, after consultation with EFSF, request a Disbursement under the relevant Facility by delivering to EFSF a duly completed and valid Request for Funds. A Request for Funds is irrevocable and shall be binding on the Beneficiary Member State unless EFSF has served on the Beneficiary Member State a written notice indicating that EFSF has not obtained funds in the international capital or loan markets or from the Liquidity Buffer on terms and conditions that are acceptable to it and which are consistent with the terms set out in that Request for Funds, in which case the Beneficiary Member State shall cease to be bound by the Request for Funds as from the date the written notice is served on the Beneficiary Member State. (2) A Request for Funds will only be considered as duly completed and valid if: (a) it specifies the aggregate of the Financial Assistance Amounts to be made available under the relevant Facility in respect of the relevant Request for Funds; (b) it specifies the latest Disbursement Date by which all Financial Assistance requested in the Request for Funds under the relevant Facility is to have been disbursed or made available; (c) it specifies such other matters required by the Facility Specific Terms applicable to the Request for Funds; and (d) the Average Maturity of the Financial Assistance under the relevant Facility (or Facilities) (including the Financial Assistance requested under the relevant Instalment) does not exceed 17.5 years as determined by EFSF. State shall be subject to: (a) the conditions precedent referred to in Clause 3(1)(a) to (d) being satisfied; (b) the signature of a supplement to the MoU, if applicable; (c) the Beneficiary Member State confirming in writing that no event has occurred that would render incorrect any statement made in the legal opinions received by EFSF under Clause 3(1)(a); (d) the Guarantors (acting unanimously), after considering the most recent periodic assessment of the Beneficiary Member State by the Commission, being satisfied with the compliance by the Beneficiary Member State with the terms of the MoU, including prior actions (if any), and the conditions laid down in the Decision (where applicable); (e) EFSF being satisfied that the conditions to drawdown under this Agreement and the relevant Facility Specific Terms are satisfied; (f) EWG and EFSF (in their absolute discretion) having approved the disbursement under the relevant Facility Specific Terms; (g) EFSF being satisfied that no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which may prejudice the Beneficiary Member State's performance of the MoU, this Agreement or the transactions contemplated herein (including the Facility Specific Terms or any Pre-Funding Agreement) or which, if adversely determined, would be reasonably likely to have a material adverse effect on the Beneficiary Member State's ability to perform its obligations under the MoU, this Agreement, or the transactions contemplated herein (including the Facility Specific Terms or any Pre-Funding Agreement) have been started or threatened in writing against the Beneficiary Member State; (h) (unless otherwise specified in the relevant Facility Specific Terms) EFSF having received, on or before the Disbursement Date the net proceeds of Funding Instruments in an amount sufficient to finance the relevant Instalment or being satisfied that sufficient funds are available to it from the Liquidity Buffer; (i) (unless otherwise specified in the relevant Facility Specific Terms) no material adverse change having occurred since the date of this Agreement such as would, in the opinion of EFSF, after consultation with the Beneficiary Member State, be likely to prejudice materially the ability of the Beneficiary Member State to fulfil its payment obligations under this Agreement, i.e. to service the Financial Assistance and to repay it; and (j) (unless otherwise specified in the relevant Facility Specific Terms) no Event of Default having occurred which has not been cured to the satisfaction of EFSF. shall, provided that the EWG accepts EFSF's proposal for the detailed terms of the Financial Assistance, send the Beneficiary Member State an Acceptance Notice setting out the provisional terms on which EFSF is willing to make available the Instalment to the Beneficiary Member State. Following the acknowledgement of an Acceptance Notice by the Beneficiary Member State, the Beneficiary Member State and EFSF shall irrevocably be bound by the terms of the Acceptance Notice, subject to however in all cases EFSF being able to obtain funds in the international capital or loan markets or from the Liquidity Buffer on terms and conditions that are acceptable to it and which are consistent with the terms set out in the Acceptance Notice and the non-occurrence of a Market Disruption Event or an Event of Default. (5) After serving the Acceptance Notice and receiving the Beneficiary Member State's acknowledgement of the terms set out therein, EFSF shall either: (a) disburse the relevant funds or make the relevant Financial Assistance available to the Beneficiary Member State by use of any proceeds previously obtained from Pre-Funding Operations or from the Liquidity Buffer; or (b) for any amount not raised through Pre-Funding Operations or from the Liquidity Buffer, EFSF shall, at its discretion, launch the issue or enter into Funding Instruments to permit the funding of the relevant Instalment. (6) If no acknowledgement is received within one (1) Business Day of delivery of an Acceptance Notice, such notice shall be cancelled and shall be of no further effect and the Beneficiary Member State shall be required to submit a new Request for Funds if it wishes to benefit from the Instalment. (7) If EFSF considers that a Pre-Funding Operation is necessary in respect of any Instalment and the Beneficiary Member State and EFSF (acting with the approval of its board of directors) agree to and enter into a Pre-Funding Agreement (i) prior to the receipt of a Request for Funds or (ii) following a receipt of a Request for Funds but in the absence of the approval of the EWG referred to in Clause 4(4) (or prior to the satisfaction of any of the other conditions to disbursement) and the issuance of an Acceptance Notice, in each case in respect of that Instalment, the Beneficiary Member State further expressly authorises EFSF to enter into Pre-Funding Operations to prefinance all such Financial Assistance up to the maximum aggregate amount of principal set out in the Pre-Funding Agreement. EFSF shall inform the Beneficiary Member State in writing of the financial terms of all such Pre-Funding Operations. The Beneficiary Member State shall bear all costs incurred by EFSF in relation to PreFunding Operations (including any financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available and such amounts shall be paid to EFSF on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF. (8) In the event that EFSF, subject to compliance with the then applicable EFSF Funding Guidelines, can only raise funds to finance or refinance the relevant Instalment or Tranche by issuing Funding Instruments denominated in a currency other than euros and by entering into related currency hedging arrangements, EFSF shall inform the shall be borne by the Beneficiary Member State. (9) After serving an Acceptance Notice in respect of an Instalment and receiving the Beneficiary Member State's written acknowledgement of the terms set out therein, subject to any conditions applicable to the provision of Financial Assistance under the relevant Facility as set out in the applicable Facility Specific Terms, EFSF shall issue to the Beneficiary Member State a Confirmation Notice setting out the financial terms applicable to each Instalment or Tranche, as the case may be. In the case of an Instalment made up of a series of Tranches, a separate Confirmation Notice shall be issued for each Tranche. By acknowledging the terms of an Acceptance Notice, the Beneficiary Member State shall be deemed to have accepted in advance the terms of the Financial Assistance set out in each Confirmation Notice. The Beneficiary Member State shall bear its share of the allocation of all costs incurred by EFSF in relation to the Financing (including any financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses). Any Issuance Costs shall be paid by EFSF out of the sums retained in respect of the Issuance Costs, and any additional cost incurred may be recovered under Clause 6(6). (10) If EFSF, due to prevailing market conditions at the time of launching an issue of or seeking to enter into Funding Instruments to fund or to re-finance Financial Assistance (including in relation to the issue of Funding Instruments which themselves re-finance Funding Instruments which finance or re-finance all or part of the relevant Financial Assistance) is not able to obtain funding, then EFSF shall not be under any obligation to make further disbursements of Financial Assistance in respect of such Instalment. (11) If EFSF considers that a Market Disruption Event may occur, EFSF shall consult with the Beneficiary Member State no later than five (5) calendar weeks prior to the scheduled maturity or roll-over of the Funding Instrument(s) in respect of which that Market Disruption Event may occur. (12) The disbursement of any Financial Assistance shall under no circumstances commit any of the Parties to proceed with the provision and acceptance of any further Financial Assistance whether under this Agreement or any other agreement between the Parties. For the avoidance of doubt, EFSF is under no obligation to consider favourably any request by the Beneficiary Member State at any time to amend or reschedule the financial terms of any Financial Assistance. (13) Subject to any Facility Specific Terms which apply to a Facility, on each Disbursement Date, EFSF shall make the Financial Assistance available to the Beneficiary Member State by instructing the ECB no later than 11:00 a.m. (Frankfurt time) on the Disbursement Date to transfer the Net Disbursement Amount on the Disbursement Date to the euro account of the Beneficiary Member State as the Beneficiary Member State shall advise in writing to the Bank of Greece, EFSF and the ECB at the latest two (2) Business Days prior to the Disbursement Date and as agreed by EFSF. Each of the Beneficiary Member State and HFSF represents and warrants to EFSF on the date of this Agreement, on the date of execution of any Facility Specific Terms or Pre-Funding Agreement and on each Disbursement Date that: (a) all Financial Assistance made available to the Beneficiary Member State shall constitute an unsecured (save to the extent of any security provided in accordance with Clause 5(2)(a)(i)), direct, unconditional, unsubordinated and general obligation of the Beneficiary Member State and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future indebtedness; (b) in relation to HFSF, the obligations of HFSF under this Agreement shall constitute the unsecured, direct, unconditional, unsubordinated and general obligations of HFSF and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of HFSF arising from its present or future indebtedness; (c) the legal opinions of the Legal Advisor to the State at the Ministry of Finance of the Beneficiary Member State and counsel to HFSF provided in accordance with Clause 3(1)(a) are accurate and correct; (d) the law of the Beneficiary Member State does not require EFSF to be authorised as a credit institution or to obtain any licence, consent, or regulatory or administrative authorisation as a condition to providing any Financial Assistance or to be able to enforce the (i) Beneficiary Member State's obligations in relation to such Financial Assistance against the Beneficiary Member State or (ii) HFSF's obligations in relation to such Financial Assistance against HFSF, or if applicable, that an exemption to such requirement exists for EFSF under the law of the Beneficiary Member State; (e) the entry into and performance by it of, and the transactions contemplated by, this Agreement (including the Facility Specific Terms or any Pre-Funding Agreement) and the MoU (and the transactions contemplated therein) does not and will not (i) violate any applicable law, regulation or ruling of any competent authority or any agreement, contract or treaty binding on it or any of its agencies; (ii) constitute a default or termination event (howsoever described) under any of the matters listed in sub-paragraph (i); or (iii) result in the creation of security or give rise to an obligation to grant security or transfer assets (by way of collateral or economically similar arrangements) in favour of any other person, other than security to be created by HFSF over the Greek Bank Instruments in favour of EFSF as expressly contemplated in this Agreement; and (f) to the best of its knowledge and belief (having made due and careful enquiry), no litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which may prejudice its execution or which, if adversely determined, are reasonably likely to have a material adverse effect on its ability to perform its obligations under the MoU, this Agreement, or the transactions contemplated herein (including the Facility Specific Terms or any Pre-Funding Agreement) have been started or (2) Undertakings The Beneficiary Member State undertakes, in relation to General Government Debt, until such time as all Financial Assistance has been fully reimbursed and all interest and additional amounts, if any, due under this Agreement (including the Facility Specific Terms) have been fully paid: (a) with the exception of those encumbrances enumerated in Sub-paragraphs (a)(ii)(1) to (a)(ii)(8) below: (i) not to secure by mortgage, pledge or any other encumbrance upon its own assets or revenues any present or future Relevant Indebtedness and any guarantee or indemnity given in respect thereof, unless the Financial Assistance shall, at the same time, share pari passu and pro rata in such security; and (ii) not to grant to any other creditor or holder of its sovereign debt any priority over its obligations under this Agreement. The grant of the following encumbrances shall not constitute a breach of this Clause: (1) encumbrances upon any property incurred to secure the purchase price of such property and any renewal or extension of any such encumbrance which is limited to the original property covered thereby and which secures any renewal or extension of the original secured financing; and (2) encumbrances on commercial goods arising in the course of ordinary commercial transactions (and expiring at the latest within one year thereafter) to finance the import or export of such goods into or from the country of the Beneficiary Member State; and (3) encumbrances securing or providing for the payment of Relevant Indebtedness incurred exclusively in order to provide financing for a specific investment project, provided that the properties to which any such encumbrances apply are properties which are the subject of such project financing, or which are revenues or claims which arise from the project; and (4) any other encumbrances in existence on the date of the signing of this Agreement, provided that such encumbrances remain contracts in effect on the date of the signing of this Agreement (including for the avoidance of doubt the crystallisation of any floating charge which had been entered into at the date of this Agreement) and provided further that such encumbrances secure or provide for the payment of only those obligations so secured or provided for on the date hereof or any refinancing of such obligations; and (5) all other statutory encumbrances and privileges which operate solely by virtue of law and which cannot be reasonably avoided by the Beneficiary Member State; and (6) any encumbrance granted or consented to under a securitisation transaction which has been consented to in advance by EFSF provided that such transaction is consistent with the policy conditions of the MoU and is accounted for in national accounts in accordance with ESA 95 principles and Eurostat guidance on securitisation operations conducted by Member States' governments; and (7) any encumbrance securing the Beneficiary Member State's obligations to any central securities depository, such as Euroclear or Clearstream, given in the normal course of the Beneficiary Member State's business; and (8) any encumbrance securing an indebtedness of less than EUR 3 million provided that the maximum aggregate of all indebtedness secured by such encumbrances shall not exceed EUR 50 million. As used in this Clause, "financing for a specific investment project" means any financing of the acquisition, construction or development of any properties in connection with a project if the providing entity for such financing expressly agrees to look to the properties financed and the revenues to be generated by the operation of, or loss or damage to, such properties as the principal source of repayment for the moneys advanced; (b) to utilise all Financial Assistance consistently with the Decision as in force at the relevant time and in accordance with the MoU as the same has been modified or supplemented as at the date of the Request for Funds applicable to such Financial Assistance; (c) to obtain and maintain in full force and effect all authorisations necessary for it and HFSF to comply with its obligations under this Agreement (including the Facility Specific Terms) and each Pre-Funding Agreement; (d) to ensure that at all times all Financial Assistance made available to the Beneficiary Member State under the Facilities shall constitute an unsecured obligation of the Beneficiary Member State and will rank at least pari passu with all other present and future unsecured and unsubordinated loans and obligations of the Beneficiary Member State arising from its present or future Relevant Indebtedness; (e) to comply in all respects with applicable laws which might affect its ability to perform this Agreement (including the Facility Specific Terms) and each PreFunding Agreement; (f) to pay the amount allocated by EFSF to the Beneficiary Member State of any fees, costs and expenses, including in particular Issuance Costs, breakage or termination costs, and Cost of Carry incurred in respect of any Funding Instruments or hedging contract which EFSF may have undertaken (including in relation to the amounts raised to fund the Liquidity Buffer, Financings and/or Pre-Funding Operations) regardless of whether the provision of any Financial Assistance or any utilisation under a Facility takes place; (g) not to enter into or arrange (without the prior written consent of EFSF) any transactions or arrangements for the acquisition, purchase or exchange of New Greek Bonds, directly or indirectly via the Bank of Greece, any affiliate or agent or any special purpose entity whether at a price equal to, above or below par value, unless such transaction or arrangement for the acquisition, purchase or exchange of New Greek Bonds is for the purposes of a short term investment as contemplated under the PSI LM Facility. Where any transaction or proposed transaction would require the prior written consent of EFSF pursuant to this Clause, the Beneficiary Member State must notify EFSF of the details of the proposed transaction in order to request such consent no fewer than ten (10) Business Days prior to the date upon which the Beneficiary Member State enters into, or proposes to enter into, any legally binding offer, agreement or arrangement in relation to such transaction; and (h) more generally, to indemnify and hold harmless EFSF on first demand from and against any additional interest, costs, claims, losses, damages, liabilities and expenses (including legal fees, costs of investigation and any value added tax or equivalent thereof) incurred or suffered by EFSF and which result from (i) any information which is received from the Beneficiary Member State in connection with this Agreement or any Pre-Funding Agreement, the transactions contemplated herein or with the MoU being incorrect, inaccurate or misleading; (ii) any breach of the representations, warranties and/or undertakings in this Agreement, any Pre-Funding Agreement or any Facility Specific Terms; and/or (iii) any action, claim, demand, proceeding, investigation, arbitration or judgment brought against EFSF in connection with EFSF entering into and the performance of this Agreement, any Pre-Funding Agreement or any Facility Specific Terms or in connection with the transactions contemplated therein or in the MoU. have been fully paid: (a) not to secure by mortgage, pledge or any other encumbrance upon the Greek Bank Instruments or assets or revenues of HFSF in relation thereto, any present or future indebtedness of the Beneficiary Member State, HFSF or any other entity or person or any guarantee or indemnity given in respect thereof, unless the Financial Assistance shall, at the same time, share pari passu and pro rata in such security; (b) not to grant to any other creditor any priority over EFSF; (c) to obtain and maintain in full force and effect all authorisations necessary for it to comply with its obligations under this Agreement; and (d) to comply in all respects with applicable laws which might affect its ability to perform this Agreement. (4) HFSF undertakes, that, until such time as all principal under this Agreement has been fully reimbursed and all interest and additional amounts, if any, due under this Agreement have been fully paid, it will upon the request of EFSF grant valid first ranking security over all of its rights and interest in and in relation to the Greek Bank Instruments as security for the performance of its obligations under this Agreement. (5) The Beneficiary Member State shall ensure that, until all principal under this Agreement has been fully repaid, all Greek Bank Instruments acquired pursuant to recapitalisations or financial support of financial institutions in Greece using the proceeds of Financial Assistance provided under this Agreement shall be acquired by HFSF. (6) Each of the Beneficiary Member State and the Bank of Greece undertakes that, following a request by EFSF pursuant to Clause 5(4) above, it will do all things necessary (including in relation to the registration of such security interest and the payment of any fees, costs, expenses or taxes in relation thereto) in order to procure that such a security interest is validly and properly granted in favour of EFSF and is legally binding on each of HFSF, the Beneficiary Member State and the Bank of Greece. (7) Each of the Beneficiary Member State and HFSF shall indemnify EFSF in relation to any amounts paid by EFSF in connection with the establishment, perfection, registration or enforcement of any security granted pursuant to Clause 5(4) and any such amounts shall be payable to EFSF on demand from either or each of the Beneficiary Member State and HFSF. (8) In accordance with Clause 2(9), the above representations, warranties and undertakings may be expressly supplemented, dis-applied, amended or modified in relation to a Facility and/or additional representations and warranties may apply in relation to a Facility all as specified in the relevant Facility Specific Terms. Financial Assistance Amounts at a rate equal to the applicable Interest Rate during each Interest Period. (2) (a) On each Payment Date under a Facility, the Beneficiary Member State or the Bank of Greece on its behalf shall pay in cleared funds to the account designated to it in writing by EFSF for this purpose (or to such other account as the Parties may agree from time to time for the purpose of this Agreement) an amount equal to the interest due and payable under the relevant Facility on such Payment Date. (b) For the purpose of calculating the Commitment Fee component of the interest due and payable by the Beneficiary Member State, the payment of the annual allocation to the Beneficiary Member State of a portion of EFSF's aggregate Commitment Fee shall be made either (i) following the receipt of an invoice or (ii) on the first Payment Date under any Tranche, Instalment or Financial Assistance following the determination of the amount to be paid as annual Commitment Fee, expressed as a number of basis points per annum that shall be applied over the relevant Tranche, Instalment or Financial Assistance to result in the amount of the Commitment Fee that would otherwise have been payable upon receipt of an invoice. The allocation of the Commitment Fee to a Beneficiary Member State and the level and/or the payment structure of the Commitment Fee applicable to this Agreement may be changed from time to time by the board of directors of EFSF and approved by the Guarantors. (3) Without prejudice to the terms of Clause 9, if the Beneficiary Member State fails to pay any sum payable under a Facility on its due date, the Beneficiary Member State shall pay in addition default interest on such sum (or, as the case may be, the amount thereof for the time being due and unpaid) to EFSF from the due date to the date of actual payment in full, calculated by reference to successive interest periods (each of such length as EFSF may from time to time select, the first period beginning on the relevant due date and, wherever possible, the length of such period shall be that of one week) at a rate per annum on such overdue amount which is equal to the rate which is 200 basis points per annum over the higher of (a) the EURIBOR rate applicable to the relevant period selected by EFSF and (b) the Interest Rate which would have been payable if the overdue amount had, during the period of non-payment, constituted Financial Assistance under the relevant Facility (if any). So long as the failure to pay continues, such rate shall be refixed in accordance with the provisions of this Clause 6(3) on the last day of each such interest period and unpaid interest under this Clause concerning previous interest periods shall be added to the amount of interest due at the end of each such interest period. The default interest is immediately due and payable. (4) On each Payment Date the Beneficiary Member State shall pay to EFSF any Commitment Fees (except as otherwise paid), Service Fees, Guarantee Commission Fees and such other fees as may be specified in the relevant Facility Specific Terms (5) EFSF shall, during each Interest Period, provide to the Beneficiary Member State on a regular basis details of the Interest Rate and any other amounts accrued under the Facilities during the relevant Interest Period. (6) Except to the extent deducted pursuant to Clause 6(7), the Negative Carry, Loss of Interest, Issuance Costs and all other commissions, fees and costs incurred by EFSF in respect of Pre-Funding Operations or Financings shall be promptly paid by the Beneficiary Member State within five (5) Business Days following the receipt of invoices which EFSF will periodically provide (such periodicity being no longer than quarterly), such payment to be made to the account designated in writing by EFSF for this purpose. (7) EFSF shall be entitled to deduct the Negative Carry together with all other commissions, fees and costs related to any Pre-Funding Operations and all other amounts that may be deducted in determining the Net Disbursement Amount in relation to any Financial Assistance (whether under this Agreement or any other facility provided by EFSF to the Beneficiary Member State) when calculating the Net Disbursement Amount to be made available in relation to a disbursement of funds settled in cash (whether or not the amounts deducted relate to that disbursement of funds). (8) In the event that any hedging instrument in relation to a Funding Instrument which is financing any Financial Assistance is terminated early for any reason (including early termination by EFSF in accordance with the hedging instrument documentation) then the Beneficiary Member State shall indemnify EFSF in respect of the cost of servicing the relevant Funding Instrument on a non-hedged basis and any costs incurred as a consequence of such early termination (to the extent such costs are not already included in the EFSF Cost of Funding). There shall not be any double counting between amounts due to EFSF under Clause 5(2)(f) and this Clause 6(8). (9) The Beneficiary Member State undertakes to pay within five (5) Business Days of demand by EFSF all costs, charges and expenses, including legal, professional, banking or exchange charges incurred in connection with the preparation, execution, implementation and termination of this Agreement (and the Facility Specific Terms), each Pre-Funding Agreement and any related document, any amendment, supplement or waiver in respect of this Agreement (and the Facility Specific Terms), each PreFunding Agreement and any related document including the costs and expenses payable by EFSF in relation to the preparation and issuance of Funding Instruments to finance the Financial Assistance provided hereunder. These costs and expenses to be borne by the Beneficiary Member State include legal costs (such as costs incurred to obtain legal opinions and drafting documentation), rating agency costs, listing costs, travel costs (if applicable), commissions related to the Funding Instruments, fees of service providers and clearance systems, taxes, registration fees and publication costs. (10) If the circumstances set out in the definition of Disincentive Payment apply, such Disincentive Payment shall accrue and shall be paid by the Beneficiary Member State to EFSF on the last day of the calendar quarter in respect of which the Disincentive Payment is applicable. The Disincentive Payment will be refunded in full by EFSF, Beneficiary Member State recommence(s). (11) The Beneficiary Member State shall in addition bear all such other costs, charges, fees and expenses in connection with the Facilities at such times and in such manner as is set out in any Facility Specific Terms. (12) Any amount payable by the Beneficiary Member State in respect of costs, charges, fees and expenses or otherwise in accordance with this Clause 6 for which no due date for payment is specified in this Clause 6 shall be payable within five (5) Business Days of demand by EFSF.
REPAYMENT, EARLY REPAYMENT, MANDATORY REPAYMENT AND CANCELLATION (1) Subject to the specific terms applying to a Facility as set out in this Agreement or in any Facility Specific Terms the Beneficiary Member State or the Bank of Greece acting on its behalf shall repay the principal amount of each Financial Assistance Amount in cleared funds to the account designated to it in writing by EFSF for this purpose (or to such other account as the Parties may agree from time to time for the purpose of this Agreement) on the date(s) (each of which must be an Payment Date) and under the conditions notified to it by EFSF in the relevant Confirmation Notice. (2) If financing granted to the Beneficiary Member State under the IMF Arrangement, any of the facilities provided by the Financial Support Providers, the IMF or the European Union (or any body or institution thereof) or any of the facilities provided by EFSF as described in Preamble (6) is repaid by the Beneficiary Member State in advance in whole or in part on a voluntary or mandatory basis, a proportional amount of the Financial Assistance Amounts of the Financial Assistance provided under this Agreement together with accrued interest and all other amounts due in respect thereof shall become immediately due and repayable in a proportionate amount established by reference to the proportion which the principal sum repaid in advance in respect of the IMF Arrangement or the relevant facility represents to the aggregate principal amount outstanding in respect of the IMF Arrangement or such facility immediately prior to such repayment in advance. (3) The Beneficiary Member State shall pay on the date of such early repayment all accrued interest and all other amounts due in respect of the amount repaid and shall reimburse all costs, expenses, fees and Loss of Interest incurred and/or payable by EFSF as a consequence of an early repayment in respect of any Financial Assistance under this Clause 7. (4) The Beneficiary Member State may cancel, on not less than ten (10) Business Days' prior written notice, the whole or any part (being a minimum amount of euro one hundred million) of the undisbursed amount of a Facility, provided that no Request for Funds for that amount has been made under the relevant Facility. (5) EFSF may cancel the whole or any part of the undisbursed amount of a Facility if (i) the MoU is amended in a way that reduces the amount of the Financial Assistance available for the Beneficiary Member State, or (ii) the Beneficiary Member State (6) EFSF may also cancel as it deems appropriate the whole or any part of the undisbursed amount of any or all Facilities to the Beneficiary Member State in case the IMF cancels the IMF Arrangement, any other Financial Support Provider cancels in whole or in part any support facility entered into with, or in respect of, the Beneficiary Member State or EFSF cancels any of the facilities provided by EFSF as described in Preamble (6). In this case the cancellation of a Facility shall be proportionate to (a) in the case of cancellation by the IMF, the proportion which the sum cancelled represents to the aggregate initial amount of such IMF Arrangement and (b) in the case of cancellation of any of the other facilities, the proportion which the cancelled amount represents to the aggregate of the initial amounts of this Agreement and each of the facilities provided by EFSF and each of the other Financial Support Providers. Notwithstanding the foregoing, a cancellation under this Clause 7(6) shall not be required upon a cancellation by EFSF of the Existing Bank Recapitalisation Facility or the ECB Credit Enhancement Facility. (7) If EFSF certifies in writing to the Beneficiary Member State that a Market Disruption Event has occurred and that EFSF cannot re-finance Funding Instruments which finance any Financial Assistance made available (whether to the Beneficiary Member State or to any other beneficiary member state) at their maturity, then, EFSF will, based on an assessment in coordination with the IMF, the Commission and the ECB of the liquidity position of the Beneficiary Member State, evaluate the Beneficiary Member State's capacity to repay a portion of the outstanding amount of the Financial Assistance corresponding to the Beneficiary Member State's Allocated Portion of the Funding Instruments which cannot be rolled over or re-financed by virtue of the Market Disruption Event. If the result of the evaluation is that the Beneficiary Member State has sufficient cash resources available, then, unless otherwise notified by EFSF, an amount of the Financial Assistance outstanding in an amount equal to the Allocated Portion shall become due and payable to EFSF at the date of maturity of such Funding Instruments. Such repayment shall constitute a scheduled repayment and not a voluntary or mandatory pre-payment. (8) If the proceeds of any Disbursement are used by the Beneficiary Member State to finance the recapitalisation of a financial institution as confirmed by the terms of the relevant Request for Funds and Acceptance Notice: (a) the Beneficiary Member State shall provide the proceeds of such disbursement to HFSF for it to recapitalise the relevant financial institution; (b) the Beneficiary Member State shall notify EFSF in writing in the event that it receives a payment from HFSF or that financial institution or if HFSF or the Beneficiary Member State sells to a third party any loan, bond, debt security, shares or capital or other instrument (including, inter alia, Greek Bank Instruments) which it holds in relation to that financial institution (or any of its affiliates) in connection with the recapitalisation of that financial institution. The Beneficiary Member State shall, upon written notice from EFSF, having given reasonable consideration to losses under the portfolio of the Beneficiary Member State and HFSF related to the recapitalisation of financial institutions, repay a portion of any Facility demanded by EFSF (together with accrued by way of reimbursement or the proceeds of sale of the relevant loan, bond, debt security, shares or capital or other instrument realised by the Beneficiary Member State. HFSF shall not unnecessarily delay the payment to the Beneficiary Member State of undistributed profit resulting from its operations; (c) in the event that the Beneficiary Member State or HFSF realises a profit upon sale or placement to a third party of any loan, bond, debt security, share, capital or other instrument which it or HFSF holds in relation to that financial institution (or any of its affiliates), in connection with the recapitalisation of such financial institution then the Beneficiary Member State shall promptly (and in any event within five (5) Business Days of receipt of such profit by the Beneficiary Member State or HFSF) repay a portion of any Facility demanded by EFSF (together with accrued interest on such portion) in an amount equal to such realised profit. HFSF shall not unnecessarily delay the payment to the Beneficiary Member State of undistributed profit resulting from its operations; and (d) in the event that a repayment under this Clause gives rise to an obligation to repay or pre-pay financing granted to the Beneficiary Member State by the IMF or under any of the facilities provided by the Financial Support Providers, EFSF acknowledges and agrees that the amount to be repaid to EFSF under this Clause shall be reduced proportionately such that the aggregate amount to be repaid by the Beneficiary Member State in accordance with this Clause 7(8) together with the consequent amounts to be repaid by the Beneficiary Member State in accordance with the IMF Arrangement or under any of the facilities provided by the Financial Support Providers shall be the amount determined in accordance with Clause 7(8)(b) and/or Clause 7(8)(c) (as the case may be). A repayment under this Clause 7(8) shall constitute a scheduled repayment and not a voluntary or mandatory re-payment.
PAYMENTS (1) All payments to be made by the Beneficiary Member State or the Bank of Greece on its behalf under this Agreement and all the Facility Specific Terms shall be paid without set-off or counterclaim, free and clear of, and without deduction for and on account of, any taxes, commissions and any other charges for the entire term of this (2) The Beneficiary Member State declares that all payments and transfers under this Agreement (including all the Facility Specific Terms) and each Pre-Funding Agreement are not subject to any tax or any other impost in the country of the Beneficiary Member State and shall not be so subject for the entire term of this Agreement. If nevertheless the Beneficiary Member State or the Bank of Greece is required by law to make any such deductions, the Beneficiary Member State shall pay the requisite additional amounts so that, after making any deduction as is required by law, EFSF receives in full the amounts specified by this Agreement, the relevant Facility Specific Terms or the relevant Pre-Funding Agreement (as the case may be). 11:00 a.m. (Frankfurt time) to the TARGET2 participant SWIFT-BIC: ECBFDEFFBAC in favour of the account designated to it in writing by EFSF for this purpose (or to such other account as the Parties may agree from time to time for the purpose of this Agreement). (4) The ECB or EFSF shall advise the Beneficiary Member State and the Bank of Greece at least ten (10) calendar days prior to each due date of the amount of principal and interest due and payable on such date and of the details (Interest Rate, Interest Period) on which the interest calculation is based. (5) The Beneficiary Member State shall send to EFSF and to the ECB a copy of the payment instructions sent by the Beneficiary Member State or the Bank of Greece on its behalf and relating to a payment due to EFSF under this Agreement at least two (2) Business Days prior to the relevant due date. (6) If the Beneficiary Member State or the Bank of Greece acting on its behalf shall pay, on a given date, an amount in relation to any Financial Assistance which is less than the total amount due and payable on such date under the relevant Facility Specific Terms, the Beneficiary Member State hereby waives any rights it may have to make any appropriation of the amount so paid as to the amounts due. The amount so paid in respect of such Financial Assistance shall be applied in or towards satisfaction of payments due in relation to such Financial Assistance in the following sequence: (a) first against any fees, costs, expenses and indemnities (including any Disincentive Payment, Issuance Costs and Commitment Fees); (b) second against any interest for late payments as determined under Clause 6(3); (c) third against other interest; and (d) fourth against principal, provided that these amounts are due or overdue for payment on that date. (7) Any calculation or determination under this Agreement and under any Facility Specific Terms: (a) by EFSF shall be made in a commercially reasonable manner; and (b) by the ECB or EFSF shall, absent manifest error, be binding on EFSF and the Beneficiary Member State.
Η ανάγνωση του παρόντος εγγράφου δεν αντικαθιστά την ανάγνωση του αντίστοιχου τεύχους της Εφημερίδας της Κυβερνήσεως. Δεν αναλαμβάνουμε ευθύνη για τυχόν ανακρίβειες που οφείλονται στη μετατροπή του πρωτοτύπου σε αυτή τη μορφή.
Το κείμενο αυτό δημοσιεύεται υπό τους όρους επαναχρησιμοποίησης που ορίζει η ίδια η πηγή ΦΕΚ, όχι υπό άδεια της Legalize ούτε υπό άδεια δημόσιου τομέα.
ΦΕΚ
Δημόσιος τομέας (επίσημα κρατικά κείμενα)