Νόμοι — ΦΕΚ A' 65/2012

EVENTS OF DEFAULT (1) EFSF may, by written notice to the Beneficiary Member State, cancel all or any part of the Facilities (or any of them) and/or declare the aggregate principal amount of any or all Financial Assistance made and outstanding under the Facilities to be (a) the Beneficiary Member State, HFSF or the Bank of Greece shall fail to pay to EFSF any amount of principal or interest in relation to any Financial Assistance or any other amounts due under this Agreement, any Facility Specific Terms or a Pre-Funding Agreement on its due date, whether in whole or in part, in the manner and currency as agreed in this Agreement, the Facility Specific Terms or the Pre-Funding Agreement; or (b) the Beneficiary Member State, HFSF or the Bank of Greece shall default in the performance of any obligation under this Agreement (including the obligation set out in Clause 2(7) to apply any Financial Assistance in accordance with the terms of the MoU but excluding any other obligations under the MoU) or a Pre-Funding Agreement other than the obligations referred to in Clause 9(1)(a), and such default shall continue for a period of one month after written notice thereof shall have been given to the Beneficiary Member State by EFSF; or (c) EFSF sends the Beneficiary Member State a declaration of default in circumstances where the Beneficiary Member State’s, HFSF's or the Bank of Greece's obligations under this Agreement (including the Facility Specific Terms) or a Pre-Funding Agreement are declared by a court of competent jurisdiction not to be binding on or enforceable against the Beneficiary Member State, HFSF or the Bank of Greece or are declared by a court of competent jurisdiction to be illegal; or (d) EFSF sends the Beneficiary Member State a declaration of default in circumstances where (i) it has been established that in relation to this Agreement (including the Facility Specific Terms), any Pre-Funding Agreement or the MoU, the Beneficiary Member State, HFSF or the Bank of Greece has engaged in any act of fraud or corruption or any other illegal activity, or any other actions detrimental to EFSF or (ii) any representation or warranty made by the Beneficiary Member State or HFSF under this Agreement (including the Facility Specific Terms) or any Pre-Funding Agreement (including in relation to the legal opinions provided under Clause 3(1)(a)) is inaccurate, untrue or misleading and which in the opinion of EFSF could have a negative impact on the capacity of the Beneficiary Member State or HFSF to fulfil its obligations under this Agreement (including under the Facility Specific Terms), any Pre-Funding Agreement or the rights of EFSF under this Agreement (including under the Facility Specific Terms) or any Pre-Funding Agreement; or (e) any agreement for the provision of a loan or any other financial assistance between the Beneficiary Member State, the Bank of Greece and EFSF or any EU institution or body, regardless of amount, is the subject of a declaration of default or there is a default on any payment obligation of any kind towards EFSF or any EU institution or body by the Beneficiary Member State or the Bank of Greece and such payment default gives rise to a declaration of default; or (g) EFSF sends the Beneficiary Member State a declaration of default in circumstances where any payment default has occurred under any series of New Greek Bonds or any series of New Greek Bonds are the subject of a declaration of default; or (h) Relevant Indebtedness of the Beneficiary Member State or HFSF having an aggregate principal amount in excess of EUR 250 million is the subject of a declaration of default as defined in any instrument governing or evidencing such indebtedness and as a result of such a declaration of default there is an acceleration of such indebtedness or a de facto moratorium on payments; or (i) the Beneficiary Member State does not make timely repurchases from the IMF in relation to the IMF Arrangement of any outstanding purchases in accordance with the applicable repurchase obligation schedule or has overdue charges on outstanding purchases and the Managing Director of the IMF has notified the Executive Board of IMF that such repurchases or such payment of charges have become overdue; or (j) any loan agreement or agreement for the provision of financial assistance between the Beneficiary Member State or HFSF and any institution or body of the EU, the IMF or any other Financial Support Provider, regardless of amount, (k) the Beneficiary Member State does not pay a substantial portion of its Relevant Indebtedness as it falls due or declares or imposes a moratorium on the payment of its Relevant Indebtedness or of Relevant Indebtedness assumed or guaranteed by it provided that for the purpose of this Agreement, the Voluntary Liability Management Transaction shall not trigger a default under this Clause. In accordance with Clause 2(9), any of the above Events of Default may be expressly supplemented, dis-applied, amended or modified or additional Events of Default may be stipulated for any specific Financial Assistance if so specified in the Facility Specific Terms applying to the Facility under which such Financial Assistance is to be made available. (2) EFSF may, but is not obliged to, exercise its rights under this Clause and may also exercise them only in part without prejudice to the future exercise of such rights. (3) The Beneficiary Member State shall reimburse all costs, expenses, fees and Loss of Interest incurred and payable by EFSF as a consequence of an early repayment of any Financial Assistance under this Clause at the times and in the manner set out in this Agreement or the applicable Facility Specific Terms. In addition, the Beneficiary Member State shall pay default interest, as provided in Clause 6(3) above, which shall accrue as from the date when the outstanding principal amount in respect of such Financial Assistance has been declared immediately due and payable, until the date of actual payment in full. supply to EFSF: (a) all documents dispatched by the Beneficiary Member State to holders of New Greek Bonds or its creditors generally at the same time as they are dispatched and shall supply to EFSF as soon as reasonably practicable following receipt, all documents issued generally to creditors of any other entities which incur indebtedness which constitutes General Government Debt; (b) a regular quarterly report on the progress made in fulfilment of the terms of the MoU; (c) promptly, such further information regarding its fiscal and economic condition, as EFSF may reasonably request; (d) any information pertaining to any event which could reasonably be expected to cause an Event of Default to occur (and the steps, if any, being taken to remedy it); (e) any information pertaining to any event which could constitute a non-payment or other event of default under the New Greek Bonds or any proposal to amend, modify or waive any terms of such New Greek Bonds; (f) details of all payments due and payments made to holders of New Greek Bonds; (g) a declaration that the Beneficiary Member State no longer intends to request any more Financial Assistance under this Agreement, as soon as that is the case; and (h) if the Beneficiary Member State proposes to, directly or indirectly via the Bank of Greece, any affiliate or agent or any special purpose entity enter into or arrange any transactions or arrangements for the acquisition, purchase or exchange of New Greek Bonds whether at a price equal to, above or below par value, provide to EFSF details of such proposed transaction including the proposed amount and date of such acquisition and whether the New Greek Bonds will be held as short term investments as contemplated under the PSI LM Facility, cancelled, held to maturity or held as long term investments. (2) The Beneficiary Member State undertakes to inform EFSF immediately if any event occurs that would render incorrect any statement made in the legal opinions referred to in Clause 3(1)(a) above. (3) The Beneficiary Member State undertakes to promptly notify EFSF in the event that litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which may prejudice its execution or 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 its ability to perform its obligations under the MoU, this Agreement, or the transactions contemplated herein (4) HFSF undertakes to provide to EFSF promptly such further information regarding the Greek Bank Instruments as EFSF may reasonably request.

UNDERTAKINGS RELATING TO INSPECTIONS, FRAUD PREVENTION AND AUDITS (1) The Beneficiary Member State shall permit EFSF to send its own agents or duly authorised representatives to carry out any technical or financial assessments, controls or audits that it considers necessary in relation to the management of this Agreement, (including the Facility Specific Terms) and any Financial Assistance provided thereunder. (2) The Beneficiary Member State directly or through the Bank of Greece shall supply relevant information and documents which may be requested for the purpose of such assessments, controls or audits, and take all suitable measures to facilitate the work of persons instructed to carry them out. The Beneficiary Member State and the Bank of Greece undertake to give to the persons referred to in Clause 11(1) (or to procure the giving to such persons of) access to sites and premises where the relevant information and documents are kept. (3) The Beneficiary Member State and the Bank of Greece shall ensure investigation and satisfactory treatment of any suspected and actual cases of fraud, corruption or any other illegal activity in relation to the management of this Agreement (including all the Facility Specific Terms) and any Financial Assistance provided thereunder. All such cases as well as measures related thereto taken by national competent authorities shall be reported to EFSF and the Commission without delay.

NOTICES (1) All notices in relation to this Agreement and the Facility Specific Terms shall be validly given if in writing and sent to the addressees listed Annex 3 (List of Contacts). Each Party will update addressees and notify it to the other Party hereto upon the same being amended from time to time. (2) All notices shall be given by registered mail. In case of urgency, they can be given by fax, SWIFT message or by hand-delivered letter to the addressees above mentioned and confirmed by registered mail without undue delay. Notices become effective with the actual receipt of the fax, the SWIFT message or the hand-delivered letter. (3) All documents, information and materials to be furnished under this Agreement and the Facility Specific Terms shall be in the English language. (4) Each Party to this Agreement will notify to the other Parties the list and specimen signatures of the persons authorised to act on its behalf under this Agreement and under the Facility Specific Terms, promptly upon its signature of this Agreement. Likewise, each Party will update such list and notify the other Parties hereto upon the same being amended from time to time. (a) guarantees to EFSF punctual performance by the Beneficiary Member State of the Beneficiary Member State's obligations under this Agreement in connection with Financial Assistance used to finance the recapitalisation of financial institutions in Greece; (b) undertakes with EFSF that whenever the Beneficiary Member State does not pay any amount when due under or in connection with this Agreement, HFSF shall immediately on demand pay that amount as if it was the principal obligor provided that such amount is due in connection with Financial Assistance used to finance the recapitalisation of financial institutions in Greece; and (c) agrees with EFSF that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal it will, as an independent and primary obligation, indemnify EFSF immediately on demand against any cost, loss or liability it incurs as a result of the Beneficiary Member State not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Agreement in connection with Financial Assistance used to finance the recapitalisation of financial institutions in Greece on the date when it would have been due. The amount payable by HFSF under this indemnity will not exceed the amount it would have had to pay under this Clause 13 if the amount claimed had been recoverable on the basis of a guarantee. (2) This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by the Beneficiary Member State under this Agreement, regardless of any intermediate payment or discharge in whole or in part. (3) If any discharge, release or arrangement (whether in respect of the obligations of the Beneficiary Member State or any security for those obligations or otherwise) is made by EFSF in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 13 will continue or be reinstated as if the discharge, release or arrangement had not occurred. (4) The obligations of HFSF under this Clause 13 will not be affected by any act, omission, matter or thing which, but for this Clause 13(4), would reduce, release or prejudice any of its obligations under this Clause 13 (without limitation and whether or not known to it or to EFSF) including: (a) any time, waiver or consent granted to, or composition with, the Beneficiary Member State or other person; (b) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the Beneficiary Member State or other person or any non (c) any incapacity or lack of power or authority of the Beneficiary Member State or any other person; (d) any amendment, novation, supplement, extension or restatement (however fundamental and whether or not more onerous) or replacement of this Agreement or any other document or security including without limitation any change in the purpose of, any extension of, or any increase in, any facility or the addition of any new facility under this Agreement or other document; (e) any unenforceability, illegality or invalidity of any obligation of any person under this Agreement or any other document or security; or (f) any moratorium in relation to the Beneficiary Member State or any insolvency or similar proceedings in relation to any other person. (5) HFSF waives any right it may have of first requiring EFSF to proceed against or enforce any other rights or security or claim payment from any person before claiming from HFSF under this Clause 13. This waiver applies irrespective of any law or any provision of any document to the contrary. (6) Until all amounts which may be or become payable by the Beneficiary Member State under or in connection with this Agreement have been irrevocably paid in full, EFSF may: (a) refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and HFSF shall not be entitled to the benefit of the same; and (b) hold in an interest-bearing suspense account any moneys received from HFSF or on account of any of HFSF's liability under this Clause 13. (7) Until all amounts which may be or become payable by the Beneficiary Member State under or in connection with this Agreement have been irrevocably paid in full, HFSF will not exercise any rights which it may have by reason of performance by it of its obligations under this Agreement or by reason of any amount being payable, or liability arising, under this Clause 13: (a) to be indemnified by the Beneficiary Member State; (b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Beneficiary Member State under this Agreement or of any other guarantee or security taken pursuant to, or in connection with, this Agreement; (c) to bring legal or other proceedings for an order requiring the Beneficiary Member State to make any payment, or perform any obligation, in respect of which HFSF has given a guarantee, undertaking or indemnity under Clause 13(1); with EFSF. If HFSF receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to EFSF by the Beneficiary Member State under or in connection with this Agreement to be repaid in full on trust for EFSF and shall promptly pay or transfer the same to EFSF. (8) This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by EFSF.

MISCELLANEOUS (1) If any one or more of the provisions contained in this Agreement or in any of the Facility Specific Terms should be or become fully or in part invalid, illegal or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained in this Agreement or any Facility Specific Terms shall not in any way be affected or impaired thereby. Provisions which are fully or in part invalid, illegal or unenforceable shall be interpreted and thus implemented according to the spirit and purpose of this Agreement and the Facility Specific Terms. (2) The Parties to this Agreement acknowledge and accept the existence and terms of the MoU, the EFSF Funding Guidelines and the EFSF Investment Guidelines as the same may be amended, supplemented or updated from time to time. (3) A person which is not Party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or benefit from any term of this Agreement save as expressly provided in any relevant Facility Specific Terms. Unless otherwise specified in this Agreement, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time. (4) Neither the Beneficiary Member State nor HFSF shall have any right to assign or transfer any of its rights or obligations under this Agreement (including the Facility Specific Terms) without the prior written consent of EFSF. (5) Subject to any provision to the contrary in any Facility Specific Terms, EFSF shall have the right (without any requirement of consent from the Beneficiary Member State or HFSF) to freely assign and/or otherwise transfer its rights or claims against the Beneficiary Member State to all or any of the Guarantors in the circumstances described in Article 6(8) of the Framework Agreement subject to the terms of the Deed(s) of Guarantee. In addition, subject to any provision to the contrary in any Facility Specific Terms, the Parties agree that the rights and obligations of EFSF may be freely transferred to ESM and/or to any other entity owned collectively directly or indirectly by the euro-area Member States. The Parties agree that the rights and obligations of EFSF under this Agreement may be freely transferred to an independent, bankruptcy remote, special purpose company. EFSF or the transferee

GOVERNING LAW AND JURISDICTION (1) This Agreement and the Facility Specific Terms (including any Annexes and Schedules thereto) and any non-contractual obligations arising out of or in connection with each of them shall be governed by and shall be construed in accordance with English law. (2) The Parties undertake to submit any dispute which may arise relating to the legality, validity, interpretation or performance of this Agreement and each of its Facility Specific Terms (including the Annexes and Schedules thereto) to the exclusive jurisdiction of the courts of the Grand Duchy of Luxemburg. (3) Clause 15(2) is for the benefit of EFSF only. As a result, nothing in Clause 15(2) prevents EFSF from taking proceedings relating to a dispute ("Proceedings") in the courts of the domicile of the Beneficiary Member State or of the governing law of this Agreement and the Beneficiary Member State hereby irrevocably submits to the jurisdiction of such courts. To the extent allowed by law, EFSF may take concurrent Proceedings in any number of such jurisdictions. (4) The Beneficiary Member State, HFSF and the Bank of Greece hereby irrevocably and unconditionally waive all immunity to which each of them is or may become entitled, in respect of itself or its assets, from legal proceedings in relation to this Agreement and each of its Annexes and Schedules (including the Annexes to such Schedules) and each Pre-Funding Agreement, including, without limitation, immunity from suit, judgment or other order, from attachment, arrest or injunction prior to judgment, and from execution and enforcement against its assets to the extent not prohibited by mandatory law.

ENTRY INTO FORCE Following its signature by all Parties, this Agreement shall enter into force on the date on which EFSF has received the official notification (in the form of the legal opinions in Annex 2 to this Agreement) by the Beneficiary Member State that all constitutional and legal requirements for the entry into force of this Agreement and the valid and irrevocable commitment of the Beneficiary Member State and HFSF to all obligations under this Agreement have been fulfilled.

EXECUTION OF THE AGREEMENT This Agreement and its relevant Schedules (if applicable) shall be executed by each Party in four originals in the English language, each of which shall constitute an original instrument.

ANNEXES AND SCHEDULES The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Schedule 1: Loan Facility: Facility Specific Terms THE BANK OF GREECE The Guarantor THE HELLENIC FINANCIAL STABILITY FUND AUTHORISATION FOR PRE-FUNDING AND INDEMNITY AGREEMENT (THE "PRE-FUNDING AGREEMENT") This Authorisation for Pre-funding and Indemnity 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 and Mr. Christophe Frankel, Deputy Chief Executive Officer / Chief Financial Officer; and (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), Herein jointly referred to as the "Parties" and each of them a "Party".

The Parties, the Hellenic Financial Stability Fund and the Bank of Greece are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement.

The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●].

The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place.

For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the PreFunding Operations, in accordance with Clause 4(7) of the FFA.

The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including 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 provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above.

If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA.

The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied.

Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded.

Clauses 12, 13, 14 and 15 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement.

This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of Greece for information. Mr. Christophe Frankel, Deputy Chief Executive Officer / Chief Financial Officer PART I FORM OF LEGAL OPINION FOR BENEFICIARY MEMBER STATE AND BANK OF GREECE (to be issued on official letterhead of the Legal Advisor to the State at the Ministry of Finance) [place, date] To: European Financial Stability Facility 43, avenue John F. Kennedy L-1855 Luxembourg Attention: Chief Financial Officer Re: EUR [●] Master Financial Assistance Facility Agreement between European Financial Stability Facility (as EFSF), the Hellenic Republic (as Beneficiary Member State), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece signed on [●] Dear Sirs, In my capacity as Legal Advisor to the State at the Ministry of Finance, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that:

With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Beneficiary Member State is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid.

The Beneficiary Member State’s execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies.

The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate.

Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement.

The Agreement is in proper legal form under Hellenic law for enforcement against the Beneficiary Member State and the Bank of Greece. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of Greece.

It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in the Hellenic Republic.

No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement.

No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement.

The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece in accordance with Hellenic law.

The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic.

Neither the Beneficiary Member State nor the Bank of Greece nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement.

The execution of the Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law].

The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to Hellenic law].

In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] Legal Advisor to the State at the Ministry of Finance [place, date] To: European Financial Stability Facility 43, avenue John F. Kennedy L-1855 Luxembourg Attention: Chief Financial Officer Re: EUR [●] Master Financial Assistance Facility Agreement between European Financial Stability Facility (as EFSF), the Hellenic Republic (as Beneficiary Member State), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece signed on [●] Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that:

With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it.

The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) has not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies.

The Agreement is in proper legal form under Hellenic law for enforcement against the Guarantor. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Guarantor.

The signature of the Agreement by [name], [signatory on behalf of HFSF] legally and validly binds the Guarantor.

The choice of English law as governing law for the Agreement is a valid choice of law binding the Guarantor in accordance with Hellenic law.

The Guarantor has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic.

Neither the Guarantor nor any of its property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement.

The execution of the Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law].

The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to Hellenic law].

In conclusion, the Agreement has been duly executed on behalf of the Guarantor and all the obligations of the Guarantor in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] Counsel to the Hellenic Financial Stability Fund For EFSF: European Financial Stability Facility 43, avenue John F. Kennedy L-1855 Luxembourg Attention: Chief Financial Officer Tel: +352 260 962 26 Fax: + 352 260 962 62 SWIFT address: EFSFLULL With copies to: European Commission Directorate General Economic and Financial Affairs – Unit L-4 "Borrowing, lending, accounting and back office" L-2920 Luxembourg Attention: Head of Unit Tel.: +352 4301 36372 Fax: +352 4301 36599 SWIFT address: EUCOLULL European Central Bank Kaiserstrasse 29 D-60311 Frankfurt am Main Attention: Head of Financial Operations Services Division Tel.: + 49 69 1344 3470 Fax: + 49 69 1344 6171 SWIFT BIC: ECBFDEFFBAC For the Beneficiary Member State: Ministry of Finance General Accounting Office 37, E. Venizelos str. 101 65 Athens, Greece Attention: 23rd Division Fax: + 30 210 3338205 With copies to: Bank of Greece 21, E. Venizelos str. 102 50 Athens, Greece Attention: Government Financial Operations & Accounts Department, Government Accounts Section Fax: + 30 210 3221007 SWIFT BIC: BNGRGRAA WHEREAS: Pursuant to a Master Financial Assistance Facility Agreement between the European Financial Stability Facility ("EFSF") as EFSF, the Hellenic Republic as Beneficiary Member State, the Hellenic Financial Stability Fund as guarantor and the Bank of Greece signed on or around 14 March 2012 (the "Master Facility Agreement"), EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR 109,100,000,000. All or part of the Master Facility will be made available by way of a loan facility (the "Loan Facility") on the terms and subject to the conditions of the Master Facility Agreement as varied or supplemented by these Facility Specific Terms. (a) Capitalised terms shall (unless defined in these Facility Specific Terms) have the meanings set out in Clause 1 (Definitions) of the Master Facility (b) For the purpose of these Facility Specific Terms the following capitalised terms shall have the meanings set out below: "Margin" means zero. The level of the Margin applicable to this 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.

THE LOAN FACILITY (a) This Loan Facility is subject to the terms and conditions of the Master Facility Agreement as varied or supplemented by these Facility Specific Terms. (b) The aggregate principal amount of the Financial Assistance Amounts available under this Loan Facility shall not exceed EUR 109,100,000,000 (the "Aggregate Loan Facility Amount"). (c) The Availability Period in respect of this Loan Facility shall commence on (and include) the date on which these Facility Specific Terms enter into force in accordance with Clause 3 and shall expire on (and include) 31 December 2014. (d) The Average Maturity of the Financial Assistance made under this Loan Facility shall not exceed 17.5 years. Master Facility Agreement are satisfied and when the following additional conditions are 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 the counsel to the Hellenic Financial Stability Fund in respect of these Facility Specific Terms and in the forms set out in Annex 2 (Forms of Legal Opinions) of the Master Facility Agreement. Such legal opinions shall be dated not later than the date of the first Request for Funds made under this Loan Facility; and (b) the Guarantors (acting unanimously) have approved these Facility Specific Terms.

REQUESTS, DISBURSEMENTS AND CONDITIONS TO DISBURSEMENTS Clause 4 of the Master Facility Agreement shall apply to each Request for Funds and each Disbursement under this Loan Facility. Clause 5 of the Master Facility Agreement shall apply to this Loan Facility. Clause 6 of the Master Facility Agreement shall apply to this Loan Facility.

REPAYMENT, EARLY REPAYMENT, MANDATORY REPAYMENT AND CANCELLATION Clause 7 of the Master Facility Agreement shall apply to this Loan Facility.

PAYMENTS Clause 8 of the Master Facility Agreement shall apply to this Loan Facility.

EVENTS OF DEFAULT Clause 9 of the Master Facility Agreement shall apply to this Loan Facility.

OTHER PROVISIONS Clauses 10 (Information Undertakings), 11 (Undertakings relating to Inspections, Fraud Prevention and Audits), 12 (Notices), 13 (Guarantee and Indemnity), 14 (Miscellaneous), 15 (Governing Law and Jurisdiction) and 16 (Execution of the Agreement) of the Master Facility Agreement shall apply to this Loan Facility. comprise: Annex 1: Form of Request for Funds Annex 2: Form of Acceptance Notice Annex 3: Form of Confirmation Notice The Hellenic Republic The Bank of Greece [on letterhead of the Beneficiary Member State] By fax followed by registered mail: European Financial Stability Facility 43, avenue John F. Kennedy L-1855 Luxembourg Attention: Chief Financial Officer Tel: +352 260 962 26 Fax: + 352 260 962 62 SWIFT address: EFSFLULL Copies to: European Commission [Insert address] Fax: [•] European Central Bank [Insert address] Fax: [•] Bank of Greece [Insert address] Fax: [•] Subject: EUR [•] Loan Facility (the "Loan Facility") Request for Funds for the Instalment of EUR [•] Dear Sirs, We refer to the Master Financial Assistance Facility Agreement made between the European Financial Stability Facility ("EFSF") as EFSF, the Hellenic Republic as Beneficiary Member State, the Hellenic Financial Stability Fund as guarantor and the Bank of Greece signed on [●] as amended and supplemented by the Facility Specific Terms in respect of the EUR [●] Loan Facility signed on [●] (together, the "Agreement"). Terms defined in the Agreement shall have the same meaning herein.

We hereby irrevocably request that an Instalment of the Loan Facility be disbursed under and in accordance with the Agreement upon the following terms: (a) the aggregate of the Financial Assistance Amounts of the Financial Assistance to be made in respect of the Instalment to be EUR [●][, which may be disbursed in Tranches within the Availability Period]; and

We acknowledge and agree that EFSF may make use of the Diversified Funding Strategy.

We acknowledge and agree that the provision of any Financial Assistance made available shall be in accordance with and subject to: (a) the issue by EFSF of an Acceptance Notice, our acknowledgement of the terms set out therein and, in due course, the issue by EFSF of a Confirmation Notice; (b) EFSF being satisfied at all times that it has 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 this Request for Funds and in the Acceptance Notice; (c) the non-occurrence of a Market Disruption Event or an Event of Default; and (d) the conditions precedent to the Loan Facility being satisfied.

We irrevocably undertake to pay any fees, costs or expenses including in particular any 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 amounts raised to fund the Liquidity Buffer, Financings and/or Pre-Funding Operations) regardless of whether the provision of the relevant Financial Assistance or any disbursement under the Loan Facility takes place.

We confirm that: (a) The list of authorised signatories sent on behalf of the Beneficiary Member State by the Minister of Finance on [] remains valid and applicable. (b) No event has occurred that would render incorrect any statement made in the legal opinions dated [] issued by the Legal Advisor to the State at the Ministry of Finance of the Beneficiary Member State and counsel to HFSF. (c) No event or circumstance has occurred which would permit EFSF to declare that an Event of Default has occurred. (d) [The proceeds of the Instalment will be used to finance the recapitalisation of a financial institution.] Yours faithfully, HELLENIC REPUBLIC Represented by: The Minister of Finance 2 Any requested tranching to be set out in this paragraph. By fax followed by registered mail: [Insert Beneficiary Member State's contact details] Copies to: European Commission [Insert address] Fax: [●] European Central Bank [Insert address] Fax: [●] Bank of Greece [Insert address] Fax: [●] Subject: EUR [●] Loan Facility (the "Loan Facility") Acceptance Notice for the Instalment of EUR [●] Dear Sirs, We refer to: (i) the Loan Facility forming part of the Master Financial Assistance Facility Agreement between the European Financial Stability Facility ("EFSF") as EFSF, the Hellenic Republic as Beneficiary Member State, the Hellenic Financial Stability Fund as guarantor and the Bank of Greece signed on [date] as amended and supplemented by the Facility Specific Terms in respect of the EUR [●] Loan Facility signed on [●] (together, the "Agreement"); and (ii) the Request for Funds notified to EFSF by the Beneficiary Member State on [date]. Terms defined in the Agreement shall have the same meaning herein.

We hereby confirm the provisional financial terms applicable to the Instalment requested by the Beneficiary Member State in the above Request for Funds: (a) The principal amount of Financial Assistance to be provided under the Instalment is up to EUR []; and (b) The latest of the Disbursement Date(s) of all Financial Assistance to be made under this Instalment shall be on or prior to [__].

[We acknowledge that the proceeds of the Instalment will be used to finance the recapitalisation of a financial institution.]

By signing the acknowledgement of this Acceptance Notice, the Beneficiary Member State expressly acknowledges and agrees that EFSF may, at its discretion, enter into and the acceptance by the Beneficiary Member State of EFSF's right, at its discretion, to enter into any Funding Instrument that it considers appropriate in accordance with the Diversified Funding Strategy is irrevocable until the final maturity of the latest Tranche under this Instalment.

This Acceptance Notice is subject to EFSF having 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 indicated in this Acceptance Notice and the non-occurrence of a Market Disruption Event or an Event of Default. If EFSF cannot obtain these terms or is subject to a Market Disruption Event then EFSF shall not be under any obligation to deliver the funds by way of provision of Financial Assistance in relation to the Instalment and shall notify the Beneficiary Member State of such circumstances in writing and as from the date of receipt of such notice the Beneficiary Member State is no longer bound by the Request for Funds for the provision of any further Financial Assistance in respect of such Instalment. Yours faithfully, The terms of this Acceptance Notice are hereby acknowledged: Represented by: The Minister of Finance By fax followed by registered mail: Ministry of Finance [Street address] [City] [Country] Attn: Mr/Ms [●] Copies to: European Commission [Insert address] Fax: [●] European Central Bank [Insert address] Fax: [●] Bank of Greece [Insert address] Fax: [●] Subject: EUR [●] Loan Facility (the "Loan Facility") Disbursement of the Financial Assistance of EUR [•] under the Instalment of EUR [●] Dear Sirs, We refer to: (i) the Master Financial Assistance Facility Agreement between the European Financial Stability Facility ("EFSF") as EFSF, the Hellenic Republic as Beneficiary Member State, the Hellenic Financial Stability Fund as guarantor and the Bank of Greece signed on [date] as amended and supplemented by the Facility Specific Terms in respect of the EUR [●] Loan Facility signed on [●] (together, the "Agreement"); and (ii) the Request for Funds notified to EFSF by the Beneficiary Member State on [date]. Terms defined in the Agreement shall have the same meaning herein.

We hereby confirm the definitive financial terms applicable to the Financial Assistance requested by the Beneficiary Member State in the Request for Funds for the above Instalment: (a) The Financial Assistance Amount shall be EUR []. (c) The Net Disbursement Amount of the Financial Assistance to be EUR []. (d) The Disbursement Date in relation to the [Tranche/Financial Assistance Amount] shall be: []. (e) The up-front portion of the Service Fee is EUR [] which is to be deducted up-front.

We hereby confirm the definitive financial terms applicable to [the portion no. [●]of] the Tranche: (a) The Interest Rate on such portion shall be the EFSF Cost of Funding (which shall include 0.5 basis points per annum in respect of the annual Service Fee from the first (1st) anniversary of the Disbursement Date of such Financial Assistance. (b) The Term of the Financial Assistance shall be [●] years. (c) [The totality of the principal shall be repaid on [●] in one payment]/[The scheduled interest and principal repayments in relation to the Financial Assistance shall be as set out in the following amortisation table]: Payment Date Principal Repayment3 Interest Total Outstanding Financial Assistance Amount (d) Negative Carry as at the date of this Confirmation Notice is equal to EUR [●];4 and (e) Other costs, commissions, fees and expenses incurred are equal to EUR [●].5

The disbursement of the Financial Assistance is subject to the conditions precedent under the Agreement being satisfied. Please note that EFSF and/or the European Central Bank may deem it necessary to contact directly the Bank of Greece on the further modalities in relation to the disbursement transfer. Yours faithfully, 3 Principal repayment in bullet loans will only apply to the last portion of a Tranche, unless a Market Disruption Event occurs and Clause 7(7) applies. 4 In the event of a Pre-Funding Operation. 5 In the event that Financial Assistance is provided in the form of cash. ΤΟΥ ΕΥΡΩΠΑΪΚΟΥ ΤΑΜΕΙΟΥ ΧΡΗΜΑΤΟΠΙΣΤΩΤΙΚΗΣ ΣΤΑΘΕΡΟΤΗΤΑΣ

Ορισμοί .......................................................................................................................

Ο Μηχανισμός Κύριας Χρηματοδοτικής Διευκόλυνσης Και Ειδικές Διευκολύνσεις...

Θέση Σε Ισχύ Και Προϋποθέσεις................................................................................

Αιτήσεις, Προϋποθέσεις Εκταμιεύσεων, Χρηματοδότηση Και Εκταμιεύσεις ..............

Δηλώσεις, Εγγυήσεις Και Υποσχέσεις ........................................................................

Επιτόκιο,Έξοδα, Προμήθειες Και Δαπάνες.................................................................

Αποπληρωμή, Πρόωρη Εξόφληση, Υποχρεωτική Αποπληρωμή Και Ακύρωση...........

Καταβολές..................................................................................................................

Γεγονότα Καταγγελίας................................................................................................

Υποχρεώσεις Ενημέρωσης..........................................................................................

Υποχρεώσεις Αναφορικά Με Επιθεωρήσεις, Πρόληψη Απάτης Και Ελέγχους............

Γνωστοποιήσεις..........................................................................................................

Εγγύηση Και Αποζημίωση..........................................................................................

Λοιπές Διατάξεις.........................................................................................................

Εφαρμοστέο Δίκαιο Και Αρμόδια Δικαστήρια............................................................

Έναρξη Ισχύος............................................................................................................

Υπογραφή Της Σύμβασης...........................................................................................

Παραρτήματα Και Προσαρτήματα..............................................................................