Cap. 505 ст. 9FACILITY a Loan Facility Working and shall coordinate the and the ECB of accordance with a restructuring Agreement may Working and shall will coordinate and the ECB and, following amendment, a Borrower or any and shall propose coordinate the the ECB of the whichever form (4) In the any MoU entered t

BREACH OF OBLIGATIONS UNDER A LOAN AGREEMENT AND AMENDMENTS AND/OR WAIVERS

(1) If EFSF becomes aware of a breach of an obligation under Agreement, it shall promptly inform the Guarantors (through the Eurogroup Group Chairman), the Commission and the ECB about this situation propose how to react to it. The Euro Working Group Chairman will position of the Guarantors and will inform EFSF, the Commission the decision taken. EFSF will thereafter implement the decision in the relevant Loan Facility Agreement.

(2) If EFSF becomes aware of a situation where amendments, and/or waivers relating to any Loan made under a Loan Facility become necessary, it shall inform the Guarantors through the Eurogroup Group Chairman, the Commission and the ECB about this situation propose how to react to it. The Eurogroup Working Group Chairman the position of the Guarantors and will inform EFSF, the Commission of the decision taken. EFSF will thereafter implement the decision instructions of the Guarantors, negotiate and sign a corresponding restructuring or waiver or a new loan agreement with the relevant other arrangement needed. how to react to it. The Eurogroup Working Group Chairman will position of the Guarantors and will inform EFSF, the Commission and decision taken. EFSF will thereafter implement the decision taken in is needed. event that the euro-area Member States consent to the modification of into with a Borrower, the Commission shall be authorised to sign to such MoU on behalf of the euro-area Member States.

INTER-GUARANTOR DECISIONS, DIRECTORS AND

shall have a board of directors consisting of as many directors as there Shareholders. Each EFSF Shareholder shall be entitled to propose for person to act as a director of EFSF and the other EFSF Shareholders irrevocably undertake that they shall use their votes as shareholders of EFSF general meetings to approve as a director the person proposed by such Member State. They shall equally use their votes as EFSF Shareholders to as director of EFSF if this is so requested by the euro-area member proposed such director for nomination.

EFSF Shareholder shall propose for nomination to the board of EFSF its representative in the Eurogroup Working Group from time to person’s alternate as representative on such group). The Commission each be entitled to appoint an observer who may take part in the board of directors and may present its observations, without however to vote. The board of directors may permit other institutions of the to appoint such observers. event of a vacancy of a member of the board of directors each euro-State shall ensure that the member of the Board nominated upon its approves as a replacement director the person proposed for nomination by euro-area Member State which does not have a director nominated upon euro-area Member States acknowledge and agree that, in the event of a of directors of EFSF, each director which has been proposed for a euro-area Member State shall have a weighted number of the total votes which corresponds to the number of shares which his/her euro-area Member State holds in the issued share capital of EFSF. Guarantors agree that the following matters affecting their roles and Guarantors shall require to be approved by them on a unanimous basis: in relation to the grant of a Loan Facility Agreement to a euro-area including the approval of the relevant MoU and Loan Facility regarding the disbursement of Loans under an existing Loan Agreement in particular as to whether conditionality criteria for a satisfied on the basis of a report of the Commission; modification to this Agreement including as to the availability period to Facility Agreements; modification to the following terms of any Loan Facility Agreement:

(f) any decision to permit an existing Guarantor to cease guarantees;

(g) significant changes to the credit enhancement structure;

(h) the funding strategy of each EFSF Programme and any decision Diversified Funding Strategy (including the manner in which EFSF operating costs and the funding costs of Funding Instruments to Facility Agreements if a Diversified Funding Strategy is adopted);

(i) any increase in the aggregate amount of Guarantees which under this Agreement. For the purpose of this Article 10(5) and any other provision of which requires a unanimous decision of the Guarantors, unanimity or negative vote of all those Guarantors which are present and participate positively or negatively) in the relevant decision (ignoring any absences) provided that any Guarantor which is no longer issuing (in particular, the Stepping-Out Guarantors) shall not be entitled decision to make a new Loan Facility Agreement, a new Loan or a Funding Instruments which are not guaranteed by it provided that it have the right to vote on decisions in relation to Loans or Funding respect of which it has issued a Guarantee which remains outstanding. condition precedent to the validity of any such vote that a quorum Guarantors able to vote whose Guarantee Commitments represent no the Total Guaranteed Commitments are present at the meeting.

(6) The Guarantors agree that all matters which are not reserved decision of the Guarantors pursuant to Article 10(5) (above) or unanimity of the euro-area Member States pursuant to Article 10(7) (below) and, the following matters affecting their roles and liabilities as Guarantors decided by a majority of Guarantors (excluding however the Guarantors) (i) whose Guarantee Commitments represent 2/3 of the Commitments (in the event that no Guarantees have been issued) Guarantees have been issued, 2/3 of the aggregate maximum Guarantees which have been issued and remain outstanding provided calculating the satisfaction of this threshold the face amount of Guarantor which is a Stepped-Out Obligor or which has failed Guarantee shall not be taken into account (a "2/3 Majority"):

(a) all decisions in relation to existing Loan Facility Agreements which are not specifically reserved to unanimity pursuant to Article decisions on breaches, waivers, restructurings and whether to declare relation to Loan Facility Agreements or Loans;

(b) issuances under an existing EFSF Programme (which programme approved unanimously by the Guarantors);

(c) operational matters in relation to debt issuance (including arrangers, lead managers, rating agents, trustees etc);

(d) detailed implementation of an approved Diversified Funding

(e) detailed implementation of any additional credit enhancement pursuant to Article 10(5). decision of all euro-area Member States:

increases in authorized and/or issued and paid-up share capital; increase in the level of commitments to subscribe for share capital; reductions in share capital; dividends; employment of the CEO of the EFSF; approving accounts; prolonging duration of company; liquidation; changes to the Articles of Association; other matter not specifically dealt with in the Articles of Association or in this Agreement.

Guarantors or the euro-area Member States (as the case may be) shall decisions affecting the Guarantors and EFSF contemplated by Articles

(7) at meetings within the framework of the Eurogroup with the delegate the decision-making to the Eurogroup Working Group. All shall be communicated in writing by the Eurogroup Working Group EFSF. For such decision-making, the Commission provides input on in particular, to the MoU and the terms and conditions of the Loan Agreements and other policy issues. The EFSF shall provide input relating, the implementation of the Loan Facility Agreements, the issue of or Financial Instruments and its general corporate matters. euro-area Member State hereby undertakes to the other euro-area that it shall vote as shareholder of EFSF consistently with the by the requisite majority of Guarantors or euro-area Member States be) within the framework of such Eurogroup meetings and that it the director which has been proposed for nomination to the board of consistently with such decisions.

decisions by the euro-area Member States to approve any MoU relating Facility Agreement and Borrower and regarding any proposed an MoU shall be taken by them acting unanimously. Euro-area Member States may, to the extent permissible under their national indemnities to the persons proposed by them to be nominated as EFSF. event that euro-area Member States agree unanimously to increase the capital of EFSF, each euro-area Member State shall subscribe and pay percentage of such increase in paid up capital equal to its Contribution Key such increase in paid-up capital on or prior to the date specified by referred to decisions by euro-area Member State or Guarantors Agreement shall be decided as soon as reasonably practicable and course, operational guidelines may be adopted which may set out decisions to be taken in relation to this Agreement. issued by EFSF under an EFSF Programme or under any reimbursement due to Guarantors.

(2) The euro-area Member States undertake that they shall liquidate accordance with its Articles of Association on the earliest date after which there are no longer Loans outstanding to a euro-area Member Funding Instruments issued by EFSF and any reimbursement Guarantors have been repaid in full.

(3) In the event that there are any residual liabilities of EFSF the euro-area Member States shall in a final meeting of shareholders basis these may be divided between the euro-area Member States.

(4) In the event there is a surplus on liquidation of EFSF it shall to its shareholders on a pro rata basis calculated by reference to their the share capital of EFSF.

Prior to the determination of whether there is such a surplus:

(a) the credit balance of the Cash Reserve shall be paid to the described in Article 2(9); and

(b) any operating profit or surplus derived by EFSF which issuance of Funding Instruments guaranteed by the Guarantors additional remuneration to the Guarantors by reference to their respective Contribution Key Percentage.