Common use of REQUESTS, DISBURSEMENTS AND CONDITIONS TO DISBURSEMENTS Clause in Contracts

REQUESTS, DISBURSEMENTS AND CONDITIONS TO DISBURSEMENTS. (a) Subject to the terms of Clause 4(b) of this Schedule 1, Clause 4 of the Master Facility Agreement shall apply to each Request for Funds and each Disbursement under this Loan Facility provided that: (i) in exercising their discretion under Clause 4(3) EWG and EFSF shall take into account all factors they consider relevant including fulfilment of prior actions (if any) they deem appropriate and consideration of a report to be provided by the Commission, in liaison with the ECB and, if appropriate, the relevant European Supervisory Authorities ("ESAs"), as the case may be, that: (1) no, or no sufficient private sector solution is feasible in relation to the relevant financial institutions and the Beneficiary Member State does not have adequate financial resources to itself recapitalise such financial institution(s); (2) a recapitalisation financed in part or in whole by EFSF is necessary in the light of the degree of distress of the financial institutions concerned and urgency in providing the support; and (3) the funds available to FROB have been fully utilised by FROB by the time of each disbursement under this Agreement; (ii) the Beneficiary Member State has confirmed that the proposed recapitalisation complies with applicable national state aid rules and legal restrictions; (iii) the Commission has assessed and confirmed that the proposed recapitalisation complies with applicable EU State aid rules, it is satisfied with the bank stress tests for the financial institution(s) indicated in the relevant Request for Funds being recapitalised and it has approved the relevant restructuring or resolution plan; (iv) each relevant financial institution which will benefit from a recapitalisation having undertaken to the Beneficiary Member State, FROB, EFSF and the Commission in a legally binding manner to implement the recapitalisation plan applicable to it; and (v) on each Disbursement Date EFSF may make the Financial Assistance available to the Beneficiary Member State by delivering cash or EFSF Debt Securities in an aggregate nominal principal amount which (after any adjustment for rounding) is equal to the Financial Assistance Amount to the securities account of the Beneficiary Member State or its agent, FROB, maintained at the financial institution the details of which shall been advised in writing by Spain or FROB to EFSF at least two (2) Business Days prior to the Disbursement Date. The Issuance Costs shall be paid by EFSF out of the sums retained, where possible, for this purpose, or invoiced separately; any additional costs incurred may be recovered under Clause 6(6) of the Master Facility Agreement. (b) In relation to urgent disbursements of Financial Assistance under the Pre- Funded Tranche of EUR 30 billion, a disbursement may be made by EFSF, notwithstanding the fact that the Commission has not provided the confirmations and approvals referred to in Clause 4(a)(iii) of this Schedule 1, provided that: (i) on the date when the Beneficiary Member State submits a Request for Funds, the Bank of Spain sends a reasoned opinion to the Commission, with copies to the Chairman of EWG, the President of ECB, the Chief Executive Officer of EFSF. The reasoned opinion will include: (1) a description and explanation of the exact reason, nature and urgency of the need; (2) a reasoned estimate of the volume of this need, including, if applicable, a detailed breakdown bank by bank of the aggregate need; (3) a reasoned opinion of whether, or to what extent, these needs advance recapitalisation measures contained in the MoU (i.e. related to the four banks currently under FROB) or whether, and/or to what extent, they constitute unexpected additional recapitalisation needs; (4) any additional available information and data that is useful to further substantiate, explain or assess this request; (5) information about the current and expected cash situation and needs of FROB that justify the volume of the disbursement. (ii) upon receipt of the opinion, the Commission will examine the reasoned opinion of the Bank of Spain, obtain the views of ECB regarding the request by the Spanish authorities and shall present a report to the EWG addressing the reason, nature and urgency of the need; and (iii) the EWG approves the disbursement of the Financial Assistance requested in the Request for Funds, provided that the other conditions to disbursement set out in the Master Facility Agreement and these Facility Specific Terms are satisfied.

REQUESTS, DISBURSEMENTS AND CONDITIONS TO DISBURSEMENTS. (a) Subject to the terms of Clause 4(b) of this Schedule 1, Clause 4 of the Master Facility Agreement shall apply to each Request for Funds and each Disbursement under this Loan Facility provided Facility, except that it shall be an additional condition to any Disbursement under the DBB Instalment that: (i) in exercising their discretion under Clause 4(3) EWG and 1. EFSF shall take into account all factors they consider relevant including fulfilment has received a certificate of prior actions (if any) they deem appropriate and consideration of a report compliance satisfactory to be provided it given by the Commission, in liaison with the ECB and, if appropriate, the relevant European Supervisory Authorities ("ESAs"), as the case may be, that: (1) no, or no sufficient private sector solution is feasible in relation Legal Advisor to the relevant financial institutions and State at the Beneficiary Member State does not have adequate financial resources to itself recapitalise such financial institution(s); (2) a recapitalisation financed in part or in whole by EFSF is necessary in the light Ministry of the degree of distress of the financial institutions concerned and urgency in providing the support; and (3) the funds available to FROB have been fully utilised by FROB by the time of each disbursement under this Agreement; (ii) the Beneficiary Member State has confirmed that the proposed recapitalisation complies with applicable national state aid rules and legal restrictions; (iii) the Commission has assessed and confirmed that the proposed recapitalisation complies with applicable EU State aid rules, it is satisfied with the bank stress tests for the financial institution(s) indicated in the relevant Request for Funds being recapitalised and it has approved the relevant restructuring or resolution plan; (iv) each relevant financial institution which will benefit from a recapitalisation having undertaken to the Beneficiary Member State, FROB, EFSF and the Commission in a legally binding manner to implement the recapitalisation plan applicable to it; and (v) on each Disbursement Date EFSF may make the Financial Assistance available to the Beneficiary Member State by delivering cash or EFSF Debt Securities in an aggregate nominal principal amount which (after any adjustment for rounding) is equal to the Financial Assistance Amount to the securities account Finance of the Beneficiary Member State or its agent, FROB, maintained in the form set out in Annex 2 (Certificate of Compliance) to the Amendment Agreement and such certificate of compliance remains correct and accurate as at the financial institution the details of which shall been advised in writing by Spain or FROB to EFSF at least two (2) Business Days prior to the Disbursement Date. The Issuance Costs Such certificate of compliance shall be paid by EFSF out dated not later than the date of the sums retainedRequest for Funds. The Beneficiary Member State undertakes to inform EFSF immediately if, where possible, for this purpose, or invoiced separately; any additional costs incurred may be recovered under Clause 6(6) between the date of the Master Facility Agreement.certificate of compliance and the Disbursement Date, any event occurs that would render incorrect any statement made in the certificate of compliance; (b) In relation to urgent disbursements of Financial Assistance under the Pre- Funded Tranche of EUR 30 billion2. EFSF has received legal opinions from Xxxxxx, Xxxxxxxx Xxxxx & Xxxxxxxx and/or their correspondent law firms regarding compliance by Greece with applicable terms and conditions in loans and bonds; 3. EFSF has received a disbursement may be made by EFSF, notwithstanding the fact that the Commission has not provided the confirmations and approvals referred to in Clause 4(a)(iii) of this Schedule 1, provided that: (i) on the date when notification from the Beneficiary Member State submits a Request for Funds, the Bank of Spain sends a reasoned opinion to the Commission, with copies to the Chairman of EWG, the President of ECB, the Chief Executive Officer of EFSF. The reasoned opinion will include: (1) a description and explanation of the exact reason, nature and urgency outcome of the need; Debt Buy-Back Operation, including (2i) a reasoned estimate of the volume of this need, including, if applicable, a detailed breakdown bank by bank of the aggregate need; (3) a reasoned opinion principal amount of whetherGreek sovereign bonds in respect of which tenders for exchanges are received, or to what extent, these needs advance recapitalisation measures contained in the MoU (i.e. related to the four banks currently under FROB) or whether, and/or to what extent, they constitute unexpected additional recapitalisation needs; (4) any additional available information and data that is useful to further substantiate, explain or assess this request; (5) information about the current and expected cash situation and needs of FROB that justify the volume of the disbursement. (ii) upon receipt the offer purchase prices specified by the holders of the opinionGreek sovereign bonds which make tenders for exchange of their Greek sovereign bonds, the Commission will examine the reasoned opinion of the Bank of Spain, obtain the views of ECB regarding the request by the Spanish authorities and shall present a report to the EWG addressing the reason, nature and urgency of the need; and (iii) the EWG approves proposed clearing price to be used under the disbursement Debt Buy-Back Operation, (iv) the volume of Greek sovereign bonds in aggregate and of each series (with details of ISIN numbers and maturities) which would be acquired at that level of clearing price, (v) details of the Financial Assistance requested participation percentage and whether the minimum participation percentage has been achieved, (vi) confirmation that the conditions precedent to the Debt Buy-Back Operation, other than the delivery of the EFSF Debt Securities or (if approved by EFSF) disbursement in cash under this Agreement pursuant to the Request for Funds, provided that have been satisfied in full and (vii) confirmation of the other conditions amount of EFSF Debt Securities or (if approved by EFSF) cash to disbursement set out be delivered or disbursed by EFSF in respect of the Master Facility Agreement and these Facility Specific Terms are satisfiedDBB Instalment in respect of the Request for Funds; and 4. EFSF has received from the exchange or tender agent responsible for the Debt Buy-Back Operation a confirmation of the accuracy of the information supplied by the Beneficiary Member State to EFSF in relation to the tenders received in relation to the Debt Buy-Back Operation (referred to in (3) above).