prop · H703181 · 2020-06-10 00:00:00 — If no Claim Event is designated in relation to a Transaction, then the Claim Event or Claim Events that correspond most closely to the legal nature and financial and other characteristics of such Transaction shall be deemed to have been so designated. “Contributor” means the Kingdom of and “contributor” means, any or as the case may be, all Member States, institutions of Union, or institutions created by Member States of Union, as the case may be, which are contributors to the Fund from time to time. “Dedicated Register” means as defined in paragraph 9. “Demand” means a demand made under the Guarantee Agreement in a Demand Notice. “Demand Notice” means a demand notice as defined in the Guarantee Agreement. “EIB/EIF Arrangement” means the agreements or arrangements entered into between the Bank and EIF in relation to operations deployed by the EIF in the context of the Fund as described in Recital (D). “EIB AML Policy” means as defined in paragraph 35. “EIB Anti-Fraud Policy” means as defined in paragraph 34. “EURIBOR” means as defined in 2 paragraph IV B. “Facility Amount” means as defined in 2 paragraph II A. “First Payment Date” means as defined in paragraph 9. “Fund” means as defined in Recital (A). “Fund Description” means as defined in paragraph 5. “Guarantee Agreement” means as defined in Recital (C). “Liquidity Facility” means as defined in paragraph 12. “Original Guarantor” means as defined in Definitions section of the Guarantee Agreement. “Payment Dates” means as defined in paragraph 9. “Platform Rules” means as defined in paragraph 5. “Required Proportion” means the then applicable Adjusted . “TARGET2 Business ” means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on (TARGET2) is open for the settlement of payments in EUR. “Transaction” means an operation entered into by the Bank for the account of the Fund which is eligible in accordance with the Platform Rules and the Fund Description, including the EIB/EIF Arrangement (and which has a designated or a deemed designated Claim Event). “Total Contributions” means as defined in paragraph 3. “Upfront Payment” means as defined in paragraph 7. 2.The Contributor wishes to make a commitment, and the Bank (as administrator of the Fund) hereby accepts such commitment, to the Fund in the amount of ,337,361.61 (eight hundred sixty-three million three hundred thirty-seven thousand three hundred sixty-one euro and sixty-one cents) (the “Contribution”), of which a part may be paid as an Upfront Payment. 3.It is expected that the Fund will receive additional contributions, under similar terms and conditions (together with the Contribution, the “Total Contributions”). 4.In the context of the Fund, Contributions, and the Total Contribution shall be used to fund payments to be made by contributors under the Guarantee Agreement and this Agreement. 5.Capitalised terms used in this Contribution Agreement and not otherwise defined herein shall have the meaning given to such terms in the Fund Description (the “Fund Description”) included as 1(A), Partnership Platform Rules (the “Platform Rules”) included as 1(B). is documented on the terms of the contribution agreements, the Fund Description, and the Platform Rules. 6.The Contribution shall be used to meet Demands made under the Guarantee Agreement and any payments due under this Agreement and shall be allocated, administered, and managed by the Bank in accordance with (i) the Bank’s rules, policies, and procedures (save where adjustments to these rules, policies and procedures are applied in the context of the Fund and as further set out in the Fund Description), (ii) this Contribution Agreement, including the Fund Description, and (iii) the Guarantee Agreement. The Parties acknowledge and agree that in relation to operations covered by the EIB/EIF Arrangement, the rules, policies, and procedures of EIF shall apply (save where adjustments to these rules, policies and procedures are applied in the context of the Fund and as further set out in the Fund Description). 7.A Contributor may make a cash advance (the “Upfront Payment”) to meet Demands. payment in cash of the Contribution, including any Upfront Payment, shall be paid in full to the Bank promptly following request by the Bank into the following account: Direct via TARGET2 (/RT) LU92 9980 0000 0000 0001 The Contributor shall inform the back-office treasury of the Bank at least five (5) Business Days prior to the scheduled payment date by email to and FI- PRO/BOT/LPC/(or to such other e-mail address as may be indicated by the Bank from time to time). The SWIFT message instruction shall include the remittance information (field 70 or 72): “Contribution to EGF from the Kingdom of ”. shall confirm to the Contributor the receipts of funds from the Contribution in the account. 8.Notwithstanding article 8.1 of the Platform Rules, the Contributor authorises the Bank to apply to the daily Cash Balance an interest rate (which may be negative) equal to (a) EURIBOR , i.e. the rate for deposits in euros for a period of three months which appears on the Reuters Screen EURIBOR3M= on the day that is two Business Days prior to the start of each relevant Calculation Period (as defined below) (b) minus 12.5 basis points () (the “Interest Rate”). With respect to a Calculation Period, the Bank will multiply the daily Cash Balance with the Interest Rate for each day in that Calculation Period, divided by 360. The interest amount with respect to a Calculation Period, which may be negative, will be equal to the aggregated sum of the amounts of interests so determined and calculated for each day in that Calculation Period. For the purpose of this paragraph 8, “Calculation Period” means, regardless of whether the interest amount is positive or negative, the period from (and including) the first day of each calendar quarter (and including) the last day of such calendar quarter. The Contributor hereby agrees that the Cash Balance will not be segregated as described in article 3.2.4. of the Platform Rules. The Contributor acknowledges that while there is not currently an expectation that the Euro Interbank Offered Rate will be discontinued, there is no guarantee that it will continue to be produced and published. If EURIBOR3M is not published in respect of a day for which it is required, or its publication or use is discontinued (either by the interbank market generally or by the Bank in anticipation of a general discontinuation) the Bank may replace it with another benchmark rate and may proceed to any appropriate adjustment to the spread, day-count fraction and/or calculation period, which it will determine in good faith and in a commercially The Contributor’s Dedicated Register (a)shall open a register (the “Dedicated Register”) in respect of the Contributor, and in respect of all other contributors to the Fund, to credit and debit as appropriate (without double counting): (i)the amount of the Upfront Payment and any additional cash contribution; (ii)payments in respect of Demands; (iii)utilisation(s) of the relevant Contributor’s Liquidity Facility and/or its Cash Balance; (iv)any interest accrued from the holding of or investment of the Cash Balance; (v)any sums to be debited or credited in relation to Adjustment Payments between the contributors to the Fund ; (vi)any amounts payable by the Contributor or due to the Contributor in accordance with the allocation rules and orders of priority of the Fund as set out in the Fund Description, unless otherwise claimed under the indemnity set out in paragraph 10 below; (vii)any amounts payable by the Contributor to the Bank as set out in paragraph 10 below; and (viii)any other sums as appropriate. (b)On each payment date, each Contributor shall pay the outstanding amount due as reflected on its Dedicated Register. shall issue a request for payment 15 (fifteen) Business Days before each Payment Date. The first payment day shall take place on (the “First Payment Date”). After the First Payment Date, payments will occur on a quarterly basis on 15 , , , and 15 of each year (the First Payment Date, together with the following payment dates, the “Payment Dates”). For the avoidance of doubt, the required payments on a Payment Date in respect of the Dedicated Register do not include any Advances under the Liquidity Facility that have an Advance Repayment Date which is the Payment Date immediately subsequent to such Payment Date. (c)If a Payment Date is scheduled to occur on a date which is not a Business then it shall be postponed to the next following Business unless such day would fall into the next calendar month in which case the Payment Date shall occur on the Business preceding the scheduled Payment Date. (a)The Contributor shall upon first demand indemnify and hold harmless the Bank if (i) the Bank incurs funding costs in relation to the Fund, the Guarantee Agreement, this Agreement, the Liquidity Facility, or the EIB/EIF Arrangement, and/or (ii) the Bank is not paid interest or other amount under the Liquidity Facility which in each case have not been paid or reimbursed in accordance with the allocation rules and orders of priority of the Fund, as set out in the Fund Description. (b)The Contributor shall upon first demand indemnify and hold harmless the Bank if (i) the Bank suffers a capital loss or negative interest on any amount of cash between the date such sum is paid to the Bank by way of an Upfront Payment, a cash contribution, or an Advance and the date on which such sums are applied to discharge a liability to the Bank under this Agreement or under the Guarantee Agreement in respect of a Demand (ii) the Bank incurs or suffers foreign exchange losses in the context of the Fund (including in connection with the EIB/EIF Arrangement) and/or (iii) the Bank incurs or suffers any other form of loss, damage, expenses, claim or liability in the context of the Fund (including in connection with the EIB/EIF Arrangement) which is not otherwise recoverable from the Contributor and in each case such amounts are not reimbursed in accordance with the allocation rules and orders of priority of the Fund as set out in the Fund Description. (c)Unless otherwise stated by the Bank when making a demand for an indemnity payment under this paragraph 10, the Contributor shall make indemnity payments under this paragraph 10 through direct payment to the Bank upon first demand, within 15 Business Days from the Bank’s written request. (d)The liability of the Contributor to make payments under this paragraph 10 is limited by the amount of its Contribution. If the Bank receives any amount under this paragraph 10 the Bank and the Contributor agree that they shall come to an arrangement to take this into account in relation to the Maximum Individual Amount of the Contributor under the Guarantee Agreement (as defined therein). 11.The Bank shall manage the payment of Demands under the Guarantee Agreements, the crediting of Upfront Payments and other cash contributions (if any) to each contributor’s Dedicated Register, the debiting of each contributor’s Dedicated Register to meet its liabilities under this Agreement and the Guarantee Agreement, the payment of Demands by utilising the relevant contributor's Liquidity Facility, and the Adjustment Payments between the contributors when an Additional Contributor adheres to the Fund and Acceding Guarantor accedes to the Guarantee Agreement. 12.The Bank will make available to the Contributor a liquidity credit facility (the “Liquidity Facility”), the proceeds of which shall be used solely for the purposes of payments under the Guarantee Agreement. The terms and conditions of the Liquidity Facility are set out in 2. 13.In the event that a Demand is made under the Guarantee Agreement which cannot be funded by the Upfront Payment or by amounts otherwise available under the Dedicated Register, the Bank shall fund the amount due under the Guarantee Agreement by making an Advance to the Contributor under its Liquidity Facility. In the event that the amounts available under the Liquidity Facility are not sufficient to fund such Demand, the Contributor shall upon first demand pay such amount to the Bank. Matters Relating to Payments and Contributions 14.It is acknowledged and agreed that the Bank, as agent of the Contributor, shall be entitled to make payment under the Guarantee Agreement in respect of each Demand which appears to be valid on its face without reference to any other party and without any investigation or enquiry. In particular the Bank, as agent of the Contributors, shall not be required to investigate or enquire as to (i) the legality of any claim or any underlying transaction or any set-off, defence or counterclaim which may be available to any person; (ii) any amendment to any underlying document or (iii) any unenforceability, illegality or invalidity of any underlying document or security. 15.It is acknowledged and agreed that the Bank, as agent of the Contributor, shall be entitled to make payments under this Agreement without reference to any other party and without any investigation or enquiry. 16.Any recoveries relating to a Transaction shall be allocated and applied in accordance with the rules of allocation and orders of priority of the Fund as set out in the Fund Description. 17.If there is a change in the Adjusted due to the adherence of a new contributor (an “Additional Contributor” and an “Acceding Guarantor”), the Bank shall make adjustments to the and the then existing contributors (“Adjustment Payments”) such that all Demands and all indemnity payments under this Agreement including all those incurred and paid from the creation of the Fund shall ultimately be borne by each contributor in accordance with its Required Proportion as derived from the latest applicable Adjusted . The Adjustment Payments shall be reflected by debit and credit entries in the corresponding Dedicated Registers. , as agent of all Contributors, shall calculate the amount of all such Adjustment Payments between Contributors. 18.Each Contributor shall be a third party beneficiary of the obligations in respect of the obligation to make of each other contributor to the Fund under their respective contribution agreements but acknowledge and agree that any Adjustment Payments shall be made by the Bank acting as agent of all contributors to the Fund. The Contributor hereby accepts that it is a third party beneficiary and takes the benefit of such obligations undertaken by the other contributors to the Fund. 19.The Bank shall prepare annual financial statements for the Fund. The financial statements shall be drawn up on the basis of cash receipts and disbursements. 20.The financial statements shall comprise a combined statement of account movements of the Fund, individual statements of account movements for each contributor, and additional disclosures notes. 21.The financial year of the Fund shall be the calendar year, except for the first financial period which shall begin at the time when first contribution agreements come into effect and end on . 22.All amounts shall be reported in Euro. Amounts denominated in a currency other than Euro shall be reported in Euro according to the Bank’s policies and procedures. 23.The financial statements shall be subject to external audit and the costs of such audit shall be part of the fees charged by the Bank as set out in the Fund Description. 24.The financial statements shall be approved by the Contributors’ Committee. 25.Upon receipt of the financial reporting documents, the Contributor may request additional information related to the content of the documents. shall use its reasonable efforts to provide the Contributor with the information deemed necessary provided that the relevant information is available to the Bank and subject to having resources to such information. 26.The Bank shall provide unaudited financial statements of the previous financial year by no later than 31 of each year and audited financial statements by no later than . 27.The Contributor hereby represents, warrants and undertakes to the Bank that: (a)it has the personal and legal capacity to contract and the performance of the obligations assumed hereunder and the execution and delivery of this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement by the Contributor have been duly authorised by the Contributor and that upon due execution and delivery, the Contribution Agreement, the Liquidity Facility and the Guarantee Agreement will constitute valid, legally binding, irrevocable and enforceable obligations of the Contributor in accordance with their respective terms and will not infringe any laws or regulations affecting the Contributor; (b)all authorisations, approvals and consents required for this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement have been obtained and are in full force and effect, no further authorisations, approvals or consents are required in connection with entering into and performing its obligations under this Contribution Agreement, the Liquidity Facility or the Guarantee Agreement and there are no restrictions or limitations on its ability to consummate the transactions contemplated by these agreements and documents; (c)the Contributor has obtained, complied with the terms of and has done all that is necessary to maintain in full force and effect all authorisations, approvals, licences, consents and/or budgetary laws required under the laws and regulations of its jurisdiction to enable it lawfully to enter into, to exercise its rights and perform its obligations under this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement and to ensure the legality, validity, enforceability and admissibility in evidence of this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement in its home jurisdiction; (d)the Contributor has delivered, registered and furnished such documents, instruments information and undertakings to and obtained an consent as may be reasonably necessary or advisable from time to time to comply with all relevant laws and regulations that are relevant to this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement and hereby authorises the Bank so to deliver, register and furnish such documents, instruments, information and undertakings and obtain such consents (at the expense of the Contributor and upon relevant documentary evidence); and (e)payments due from the Contributor under this Contribution Agreement, the Liquidity Facility and the Guarantee Agreement can and will be made gross, free and clear of any withholding or deduction for or on account of tax, charges, duties, fees, expenses or impositions of whatsoever nature. These representations are made on the date of signature of this Contribution Agreement and shall be deemed to be repeated on each date when there is an utilisation of the Liquidity Facility. 28.Except with respect to the deposit instructions in relation to Upfront Payment and/or cash contributions described in paragraph 7 above, any notice, request or other communication to be given or made under this Contribution Agreement shall be in writing and delivered by mail, fax, e-mail or secure website to the respective party’s address specified below or at such other address as such party notifies in writing to the other party from time to time: For the Bank: For the Contributor: 29.All annexes to this Agreement constitute an integral part of this Contribution Agreement, whose terms taken together shall constitute the entire agreement and understanding between the Contributor and the Bank. 30.This Agreement may be amended only by written amendment between the Bank and the Contributor; provided, however, that the Fund Description may be amended only in accordance with the Platform Rules. 31.In the event of any inconsistency or conflict between the terms of this Contribution Agreement and those of the annexes, the following order of priority shall apply: (i)this Contribution Agreement; (ii)the Liquidity Facility; (iii)the Fund Description; and (iv)The Platform Rules. The Guarantee Agreement shall at all times be and shall be construed as an autonomous and independent agreement. 32.The Contributor shall co-operate with the Bank to complete such forms and other documentation as may be required by custodians and/or tax authorities to certify the Contributor’s beneficial ownership of its pro-rata share in any securities or other assets held for the account of the Fund. 33.Upon termination or expiry of this Agreement, it is acknowledged and agreed by the Parties that the Bank and/or EIF shall be entitled to retain such amounts as may be required under this Agreement or the relevant Annexes for payment of any fees owed to them or to satisfy and discharge any accrued or contingent obligations under Transactions or operations which remain outstanding as may be further specified in the relevant Annexes. 34.The Contributor is aware of the Bank’s policy on preventing and deterring prohibited conduct in Activities (“EIB Anti-Fraud Policy”) and agrees to cooperate and promptly inform the Bank of any allegations of prohibited conduct in relation to the Contribution. 35.The Contributor is aware of the Bank’s Anti-Money Laundering and Combating Financing of Terrorism Framework (the “EIB AML Policy”). The Contributor represents and warrants that (i) in entering into this Contribution Agreement the Contributor acts in its own name and for its own account and (ii) the funds that are to be the source of the Contribution will not be of illicit origins. The Contributor agrees to cooperate with the Bank in the Bank’s due diligence and continuous monitoring activities pursuant to the EIB AML Policy. 36.The Fund shall comply with State aid rules, where applicable. To that effect, the Contributor shall cooperate with Commission and the Bank, in particular with the completion and submission of any State aid notification, where necessary. 37.The Contributor acknowledges that it is fully informed and aware that the Bank acts as agent for the Contributor under this Agreement in relation to matters relating to the performance of obligations of the Contributor under the Guarantee under which is it the beneficiary for the account of the Fund, as well as in relation to other matters hereunder. The Contributor hereby waives any rights or defences (if any) which it may have as a result of any conflict of interests (if any) that might arise in this respect. 38.If, at any time, any of the provisions under this Contribution Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Contribution Agreement nor of such provisions under the law of any other jurisdiction shall in any way be affected or impaired thereby. 39.The Parties shall endeavour to settle amicably any dispute or complaint relating to the interpretation, application or fulfilment of this Contribution Agreement in accordance with the objectives of the Fund and in particular the principles set out in Recital (E). For the purposes of any dispute arising in relation to this Contribution Agreement, the Parties hereby submit to the jurisdiction of the Court of of Union. This Contribution Agreement and any non-contractual obligations arising therefrom is governed by, and shall be construed in accordance with the general principles common to the laws of the Member States.