Cap. 505 Art. 12DELEGATION EU institution, by the euro-area issue of bonds or of these from Borrowers of principal and of payments and the in particular the or prepayment of may be delegated services, other services Contract between may appoint or other Guarantors), be functions and the more debt institutions, EU t

APPOINTMENT OF EIB, ECB, OUTSOURCING AND

(1) EFSF may appoint EIB (or such other agencies, institution, financial institution or other persons as is approved unanimously Member States) for the purpose of:

(a) managing the receipt of funds from investors following the securities under an EFSF Programme, the management of the transmission funds to Borrowers in the form of Loans and the receipt of funds and the application of such funds to meet scheduled payments interest under the bonds and debt securities and, following the making under a Guarantee, the management of funds received from Borrowers distribution of reimbursement amounts to the Guarantors;

(b) the related management of the treasury of EFSF including Cash Reserve and any funds received by way of early repayment Loans pending the application of such funds to repay Funding Instruments;

(c) such other related cash and treasury management tasks as from time to time;

(d) providing legal services, accounting services, human resources facilities management, procurement services, internal audit and such as require outsourcing and/or logistical support. These appointments may be effected pursuant to a Service Level EFSF and EIB (or the relevant agency or institution).

(2) EFSF may contract the ECB to act as its paying agent. EFSF ECB (or another agency, institution, EU institution, financial institution entitled to and may delegate asset and liability management other activities and functions described in Article 4(6) to one or management agencies of a euro-area Member State or such other agencies, institutions or financial institutions as are approved unanimously by shall be entitled to delegate and/or outsource on arm’s length terms to any agency, institution, EU institution, financial institution or such other functions as its board of directors consider desirable for the discharge of its functions.

ADMINISTRATIVE PROVISIONS operating and out-of-pocket costs of EFSF shall be paid by EFSF out of revenues and resources. Fees and expenses directly related to funding re-invoiced to the relevant Borrowers (as appropriate).

incorporation of EFSF it shall assume full responsibility for all expenses incurred in its setting-up and incorporation. In addition, it shall liabilities and obligations (including indemnity obligations) under arrangements entered into on its behalf and for its benefit (whether by a third party) prior to its incorporation.

shall report to the euro-area Member States and the Commission on claims and liabilities under the Loan Facility Agreements, EFSF Instrument issues and the Guarantees on a quarterly basis. will report to the Guarantors and request instructions from the Working Group Chairman regarding unsettled claims and liabilities or that may arise under this Agreement or in connection with any

Parties shall not assign or transfer any of their rights or obligations Agreement without the prior written consent of all the other Parties to this euro-area Member States hereby agree that the shares they hold in transferred by any EFSF Shareholder during a period of 10 (ten) date of acquisition of the shares by the relevant EFSF Shareholder unanimous consent of all EFSF Shareholders. Such restriction does the initial transfer by the sole founding shareholder (if any) to the Member States and (ii) proportionate transfers by each EFSF any new euro-area Member State which adopts the Euro as its incorporation of the Company. event that a euro-area Member State wishes to dispose of its shares in expiry of the lock-up period in Article 6.4 of the Articles of Association offer such shares to be purchased by the other shareholders of EFSF basis to their shareholdings in EFSF. Any shares which are not shareholder to whom they are offered may be offered to and acquired EFSF Shareholder. If no EFSF Shareholder wishes to purchase such the extent it has funds available for this purpose, EFSF may acquire their fair market value. its Contribution Key and to adhere to the terms of this Agreement. negotiate in good faith as to the basis upon which such new adhering Member State shall accede to this Agreement.

(8) In the event that one euro-area Member State incorporates promptly upon execution and entry into force of this Agreement the other euro-area Member States such that their respective percentage shares in EFSF corresponds with their respective Contribution Keys.

(9) The terms: - "Business Day" means a day on which Target 2 is open payments in Euro. - "Target 2" means the Trans-European Automated Real-Time Settlement Express Transfer payment system which utilises a single and which was launched on 19 November 2007.