Financial Provisions (Covid-19) Act 2020

Financial Provisions (Covid-19) Act 2020 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.ie) Translations (Houses of the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.ie) Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(s) or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile ActsAchtanna 2020 Financial Provisions (Covid-19) Act 2020 Financial Provisions (Covid-19) Act 2020 Permanent Page URL View by SectionAmharc de réir Ailt View Full ActAmharc ar an Acht Iomlán Bill History Stair Bille Commencement, Amendments, SIs made under the Act Tosach Feidhme, Leasuithe, IRí arna ndéanamh faoin Acht Open PDFOscail PDF Print Full ActPriontáil an tAcht Iomlán Number 4 of 2020 FINANCIAL PROVISIONS (COVID-19) ACT 2020 CONTENTS 1. Definitions 2. Application of section 8 3. SURE Guarantee may be entered into by State 4. Payments out of Central Fund related to SURE Guarantee 5. Payment into Exchequer related to SURE Guarantee 6. Reporting in relation to demands under SURE Guarantee 7. Contribution Agreement and Fund Guarantee may be entered into by State 8. Payments out of Central Fund related to Contribution Agreement and Fund Guarantee 9. Payment into Exchequer related to Contribution Agreement and Fund Guarantee 10. Amendment of section 5 of Strategic Banking Corporation of Ireland Act 2014 11. Provision with respect to Third Protocol to General Agreement on Privileges and Immunities of the Council of Europe 12. Short title and commencement SCHEDULE 1 Terms of SURE Guarantee SCHEDULE 2 Terms of Contribution Agreement SCHEDULE 3 Terms of Fund Guarantee Acts Referred to Council of Europe Development Bank Act 2004 (No. 37) European Communities Act 1972 (No. 27) Insurance Acts 1909 to 2018 Strategic Banking Corporation of Ireland Act 2014 (No. 22) Number 4 of 2020 FINANCIAL PROVISIONS (COVID-19) ACT 2020 An Act to enable the State to participate in the European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) established by Article 1 of Council Regulation (EU) 2020/672 of 19 May 20201 and, for that purpose, to enable the State to enter into the guarantee provided for in Article 11(2) and (3) of that Council Regulation; as respects a certain Fund (the Pan-European Guarantee Fund), the subject of a resolution of the board of directors of the European Investment Bank of 26 May 2020, and which Fund will be established in the circumstances as provided for in that resolution, to enable the State to participate in that Fund and, for that purpose, to enable the State to enter into a certain guarantee agreement and a certain contribution agreement connected with the operation of that Fund; to amend section 5 of the Strategic Banking Corporation of Ireland Act 2014 in relation to the giving of guarantees by the Strategic Banking Corporation of Ireland; to make provision for the enforcement of arbitral awards to which the Third Protocol (done at Strasbourg on 6 March 1959) to the General Agreement on Privileges and Immunities of the Council of Europe (done at Paris on 2 September 1949) applies; and to provide for related matters. [17th July , 2020] Be it enacted by the Oireachtas as follows: Definitions 1. In this Act— “Contribution Agreement” means the Contribution Agreement, the terms of which are set out in Schedule 2 , to be entered into between the State and the EIB and providing for a contribution by the State to the Fund; “EIB” means the European Investment Bank; “Fund” means the Fund (the Pan-European Guarantee Fund), the subject of a resolution of the board of directors of the European Investment Bank of 26 May 2020, and which Fund will be established in the circumstances as provided for in that resolution; “Fund Guarantee” means the guarantee agreement, the terms of which are set out in Schedule 3 , to be entered into between the State and the EIB so as to provide a guarantee, on the part of the State, in relation to transactions carried out under the Fund; “Minister” means the Minister for Finance; “SURE Guarantee” means the guarantee agreement— (a) as provided for in paragraphs (2) and (3) of Article 11 of the SURE Regulation, and (b) the terms of which agreement are set out in Schedule 1 , to be entered into between the State and the European Commission so as to provide the guarantee, on the part of the State, referred to in that Article 11; “SURE Instrument” means the European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) established in Article 1 of the SURE Regulation; “SURE Regulation” means Council Regulation (EU) 2020/672 of 19 May 20202 on the establishment of a European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) following the COVID-19 outbreak. Application of section 8 2. (1) If, on the commencement of section 8, the Fund has not been established due to the relevant circumstances not being, at that time, met, then that section shall not apply unless and until the occasion occurs on which those circumstances come to be met. (2) In subsection (1), “relevant circumstances” means the circumstances as provided for in the resolution of the board of directors of the European Investment Bank of 26 May 2020. SURE Guarantee may be entered into by State 3. (1) The State may enter into the SURE Guarantee. (2) For the forgoing purpose— (a) the Minister may execute the SURE Guarantee and enter into the commitments provided under that guarantee, and (b) the Minister shall have all such powers as may be required to do any thing necessary or expedient to be done for the purposes of the State’s performing its obligations under the SURE Guarantee. Payments out of Central Fund related to SURE Guarantee 4. There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in the aggregate, the sum of €483,401,250, as may be required to enable the State to comply with its obligations under the SURE Guarantee. Payment into Exchequer related to SURE Guarantee 5. All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with the SURE Guarantee shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available. Reporting in relation to demands under SURE Guarantee 6. (1) This section applies in the event of a demand, under the SURE Guarantee, being made of the State to make a payment in accordance with the terms of that guarantee; a reference in any subsequent subsection of this section to a demand under the Guarantee being made is a reference to such a demand of the State being made. (2) On the first occasion of a demand under the Guarantee being made (in this section referred to as the “first demand”), the Minister shall cause to be laid before Dáil Éireann— (a) within one month from that occasion, a statement as provided under subsection (3)(a), and (b) within one month from each anniversary of that occasion, a further statement as provided under subsection (3)(b). (3) A statement under subsection (2) shall— (a) in the case of the statement referred to in paragraph (a) of it, specify— (i) the sum the subject of the first demand (and, if such has been paid by the State by the time of the statement’s preparation, the sum paid by the State on foot of that demand pursuant to the SURE Guarantee), and (ii) any sums repaid to the State in accordance with the SURE Guarantee during the period preceding the statement’s preparation, and (b) in the case of a statement referred to in paragraph (b) of it, specify— (i) any sum paid by the State on foot of the first demand pursuant to the SURE Guarantee, and (ii) any sums repaid to the State in accordance with the SURE Guarantee, during the period beginning on the preparation of the statement referred to in subsection (2)(a) and ending on the preparation of the statement referred to in subsection (2) (b) or, in the case of the second or any subsequent statement referred to in subsection (2)(b), during the period of 12 months preceding the preparation of the particular such statement. (4) On the second or any subsequent occasion of a demand under the Guarantee being made, the Minister shall cause to be laid before Dáil Éireann, within one month from the occasion of that second or subsequent demand, a statement specifying the sum the subject of that second or subsequent demand; the laying of any such statement shall not relieve the obligation of the Minister to lay any statement required to be laid by subsection (2) (and any latter statement shall, in addition to the matters specified in subsection (3), specify the sum, if any, paid by the State, on foot of the second or subsequent demand, pursuant to the SURE Guarantee during the period to which that latter statement relates). (5) This section shall cease to apply on the date the State is released from its obligations under the SURE Guarantee or when all sums paid by the State under the SURE Guarantee are repaid to the State in accordance with that guarantee’s terms. Contribution Agreement and Fund Guarantee may be entered into by State 7. (1) The State may enter into— (a) the Contribution Agreement, and (b) the Fund Guarantee. (2) The amount that may be contributed by the State to the Fund under the Contribution Agreement and the amount that may be paid by the State under the Fund Guarantee shall not, in aggregate, exceed €167,500,000. (3) For the purpose of subsection (1)— (a) the Minister may execute the Contribution Agreement and enter into the commitments provided by that agreement, (b) the Minister may execute the Fund Guarantee and enter into the commitments provided by that guarantee, and (c) the Minister shall have all such powers as may be required to do any thing necessary or expedient to be done for the purposes of the State’s performing its obligations under the Contribution Agreement and the Fund Guarantee. (4) Subject to subsection (5), the State may agree to an amendment being made to— (a) the Contribution Agreement, or (b) the Fund Guarantee, or both. (5) If any amendment is proposed to be made to the Contribution Agreement or the Fund Guarantee, a draft of the proposed agreement providing for the amendment and containing the text of the amendment shall be laid by the Minister before Dáil Éireann and the amendment shall not be made unless and until a resolution approving the amendment has been passed by that House. (6) Any amendment made to the Contribution Agreement or the Fund Guarantee in accordance with subsections (4) and (5) shall be published in Iris Oifigiúil by the Minister. (7) A reference in this section or section 8 or 9 to the Contribution Agreement or the Fund Guarantee shall, where the context admits, include a reference to that agreement or guarantee as amended in accordance with subsections (4) and (5). Payments out of Central Fund related to Contribution Agreement and Fund Guarantee 8. There may be paid out of the Central Fund, or the growing produce thereof, such sums, not exceeding, in aggregate, the sum of €167,500,000, as may be required to enable the State to comply with its obligations under the Contribution Agreement and the Fund Guarantee. Payment into Exchequer related to Contribution Agreement and Fund Guarantee 9. All moneys received by or on behalf of the State by way of repayment of sums paid in accordance with the Contribution Agreement and the Fund Guarantee shall be placed to the credit of the account of the Exchequer and shall form part of the Central Fund and be available in any manner in which that Fund is available. Amendment of section 5 of Strategic Banking Corporation of Ireland Act 2014 10. Section 5 of the Strategic Banking Corporation of Ireland Act 2014 is amended by the insertion of the following subsection after subsection (6): “(7) The Insurance Acts 1909 to 2018, regulations made under those Acts and regulations relating to insurance made under the European Communities Act 1972 do not apply to the giving of guarantees by the SBCI for the purpose of performing any of its functions under this Act.”. Provision with respect to Third Protocol to General Agreement on Privileges and Immunities of the Council of Europe 11. (1) In this section— “Act of 2004” means the Council of Europe Development Bank Act 2004 ; “arbitral tribunal” means an arbitral tribunal established in accordance with the Loan Regulations of the Council of Europe Development Bank; “Third Protocol” means the Third Protocol (which is set out in Schedule 2 to the Act of 2004) to the General Agreement on Privileges and Immunities of the Council of Europe done at Paris on 2 September 1949. (2) For the avoidance of doubt, an award of an arbitral tribunal shall be enforceable in a court of competent jurisdiction in the State in accordance with Article 3 of the Third Protocol and accordingly, no check shall be required for such enforcement, other than verification that— (a) the award is authentic, (b) the award conforms to the rules concerning competence and procedure set forth in the Loan Regulations, mentioned in that Article 3, of the Council of Europe Development Bank, and (c) the award does not conflict with a final judgement passed in the country concerned. Short title and commencement 12. (1) This Act may be cited as the Financial Provisions (Covid-19) Act 2020. (2) This Act shall come into operation on such day or days as the Minister may appoint by order or orders either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions. SCHEDULE 1 Terms of SURE Guarantee Section 3 THE EUROPEAN COMMISSION and IRELAND Voluntary guarantee Agreement Pursuant to Article 11 of Council Regulation (EU) 2020/672 SURE - European instrument for temporary support to mitigate unemployment risks in an emergency following the COVID-19 outbreak THIS GUARANTEE AGREEMENT is between (1)[•], (“Guarantor”) one of the Member States of the European Union listed in Schedule 1; and (2) The European Commission (“the Commission”) Respectively a Party to this agreement. WHEREAS (A) Council Regulation (EU) 2020/672 on the establishment of a European instrument for temporary support to mitigate unemployment risks in an emergency (SURE) following the COVID-19 outbreak (“Council Regulation (EU) 2020/672”) permits the Union, under circumstances contained therein, to make available financial assistance up to a maximum amount of EUR 100 000 000 000 to Member States of the European Union in the form of a loan facility according to a loan agreement (“Loan Agreement”). According to Article 6(1) of Council Regulation (EU) 2020/672, such financial assistance is to be made available by means of a Council implementing decision. (B) Council Regulation (EU) 2020/672 has empowered the Commission on behalf of the Union to borrow on the capital markets and with financial institutions in order to finance the loan facilities (“Borrowings”). (C) In the event of a partial or total non-payment under a Loan Agreement, the Union may risk not to have available sufficient resources to fulfil the payment obligations arising from the Borrowings. (D) Council Regulation (EU) 2020/672 provides that the Member States of the European Union listed in Schedule 1 (together called the “Guarantors”) may contribute to SURE by counter-guaranteeing the risk borne by the Union and that such contributions shall be provided in the form of irrevocable, unconditional and on-demand guarantees. Article 11(3) of Council Regulation (EU) 2020/672 provides that the Commission is to conclude an agreement with a contributing Member State on the irrevocable, unconditional and on-demand guarantee, and that such agreement is to set out the payment conditions (a “Guarantee Agreement”). (E) Article 11(4) of Council Regulation (EU) 2020/672 provides that a Member State who has failed to honour a call shall remain liable to honour it. (F) Article 12(1) of Council Regulation (EU) 2020/672 provides that financial assistance shall only become available after all Member States have contributed to SURE by means of a Guarantee Agreement. (G) Each Member State of the European Union remains fully and individually liable for the commitments that it has made in a Loan Agreement or under a Guarantee Agreement. 1. Guarantee and Indemnity 1.1 Guarantee The Guarantor hereby unconditionally and irrevocably guarantees to the Union the due and punctual payment on demand of up to 100 per cent of its contribution (the “Guaranteed Contribution”) and accordingly undertakes to pay to the Union, within ten (10) Business Days (or such shorter period as is specified in this Guarantee Agreement) of receiving a written demand from the Commission in accordance with this Guarantee Agreement (a “Demand”) up to 100 per cent of its Guaranteed Contribution. 1.2 This Guarantee Agreement is solely related to Borrowings and the associated Loan Agreements that are authorised by a decision adopted by the Council before 31 December 2022 taken under Council Regulation (EU) 2020/672 as originally adopted. Any other Union borrowings on capital markets and with financial institutions and loan agreements shall not give rise to any claim or liability under this Guarantee Agreement. 1.3 Subject to Clause 5. 1, the Guaranteed Contribution of the Guarantor is equal to the value set out next to the Guarantor's name in Schedule 1 to this Guarantee Agreement. The Guarantee Contribution Key Percentage of the Guarantor is equal to the percentage set out next to the Guarantor's name in Schedule 2 to this Guarantee Agreement. 1.4 The cumulative total value of any or all Demanded Amounts and Additional Demanded Amounts (as defined by Clauses 1.6 and 1.7 respectively) on the Guarantor may never exceed the Guaranteed Contribution of the Guarantor. The Guarantor shall not be liable to pay an amount in excess of its Guaranteed Contribution. 1.5 The obligations of the Guarantor under this Guarantee Agreement and of other Guarantors under their respective Guarantee Agreements are several only. 1.6 A Demand under this Guarantee may be made by the Commission at any time before or after a scheduled interest payment or a scheduled principal payment or other amount is due (together the “Amount Due”) under Borrowings, if: (i) the Union (for whatsoever reason) has not received in full a scheduled payment as and when due under a Loan Agreement from a Member State of the European Union being financed by Borrowings or it is notified by such Member State or becomes aware following an event of default under the Loan Agreement that such Member State will not or will not be able to make payment in full of a scheduled payment under such a Loan Agreement as and when due; and (ii) an Amount Due is, has been or will be due under Borrowings. In such an event, the Commission shall at its sole discretion determine an amount to be called from the Guarantors (“Amount of the Call”), up to a maximum of the Amount Due, to ensure that the Union has sufficient resources to make the necessary payment. In determining the Amount of the Call, the Commission shall draw any amount, which may be zero, that the Commission considers in its sole discretion, having regard inter alia to the total contingent liabilities of the Union (including under the Balance of Payment Facility) and the sustainability of the Union budget, that may be available under the own resources ceiling for payment appropriations. The Commission shall make Demands on all Guarantors. The Demands shall be pro rata to the relative share of each Guarantor in the Guarantee Contribution Key. Any Demand shall specify the Amount Due, the extent to which amounts under the own resources ceiling for payment appropriations have been drawn and the Amount of the Call and shall request in writing the Guarantor to transfer an amount equal to its Guarantee Contribution Key Percentage of the Amount of the Call (such amount being the “Demanded Amount”), in cleared funds to the account referred to in Clause 1.9. The Demanded Amount shall comply with Clause 1.4. The Guarantor unconditionally and irrevocably guarantees to the Commission the due and punctual payment of the Demanded Amount on demand and the Guarantor shall transfer the Demanded Amount in accordance with the terms of such Demand. The transfer shall occur within ten (10) Business Days. As per the Loan Agreement, the Member State referred to in Clause 1.6(i) shall within two (2) Business Days of the Demand being made notify to the Commission its ability to meet the Demand. 1.7 In the event that any one or more of the Guarantors does not pay its Demanded Amount or the Member State referred to in Clause 1.6(i) has notified its inability to meet the Demand or has failed to notify its ability (the unpaid amount being the “Additional Shortfall”), the Commission shall make a further Demand (or Demands) (such Demand(s) being the “Additional Demand(s)”) on the other Guarantors to pay their Adjusted Payment Contribution Key Percentage of the Additional Shortfall(s) (the “Additional Demanded Amount”). For the purpose of this Clause 1.7, the Adjusted Payment Contribution Key Percentage of a Guarantor means the Guarantee Contribution Key Percentage of each Guarantor adjusted on a pro rata pari passu basis the non-paying Guarantor(s), however, being excluded such that its/their Adjusted Payment Contribution Key Percentage is equal to zero for this purpose such that the aggregate of the Adjusted Payment Contribution Key Percentage of the remainder of the Guarantors is equal to 100 per cent. The Commission shall make Additional Demands on all Guarantors pro rata to the relative share of each of the other Guarantors in the Guarantee Contribution Key, as adapted so as to not take into account the relative share of the Guarantor having failed to honour its duty. Any Additional Demand shall specify the Additional Shortfall and shall request in writing the Guarantor to transfer an amount equal to Additional Demanded Amount, in cleared funds to the account referred to in Clause 1.9. The Additional Demanded Amount shall comply with Clause 1.4. The Guarantor unconditionally and irrevocably guarantees to the Commission the due and punctual payment of the Additional Demanded Amount on demand and the Guarantor shall transfer the Additional Demanded Amount in accordance with the terms of such Additional Demand. The transfer shall occur within ten (10) Business Days or such time such that sufficient funds have been paid to the account specified in Clause 1.9 to permit payment in full the Amount Due on the scheduled date of payment or, in the event of such an Additional Demand being made by the Commission after the scheduled date of payment, prior to the expiry of the grace period for non-payment of such amount set out in the Borrowings (in each case provided that the Additional Demand is made more than five (5) Business Days prior to the scheduled due date of the required payment, and, if this is not the case, such Additional Demand shall be paid no later than the fifth (5th) Business Day following the date of receipt of such Additional Demand). This Clause 1.7 shall apply cumulatively mutatis mutandis if one or more Guarantors do not pay their respective Adjusted Contribution Key Percentage of an Additional Shortfall. 1.8 Following a Demand or Additional Demand, the Commission shall initiate recovery proceedings in respect of the Loan Agreement and, if applicable, the Guarantee Agreement. The Commission shall reimburse the Guarantor from amounts recovered by the Commission in respect of the Loan Agreements or Guarantee Agreements. For amounts recovered following a Demand or an Additional Demand on the Guarantor, the Commission shall by notice request payment details of the Guarantor and upon their receipt reimburse the Guarantor within ten (10) Business Days for any amount provided under the respective Demand or Additional Demand. In the case of a recovery in several instalments, the Guarantor will be reimbursed in proportion to the Guarantor’s contribution to the Shortfall or Additional Shortfall. In such a case, priority will be given to repay Additional Demands and only once fully satisfied will Demands be satisfied. 1.9 Payments under this Guarantee Agreement shall be made to the account as identified in each Demand. 1.10 The Guarantor is not entitled to set-off or deduct any amounts owed to it by the Union from any payments due by the Guarantor under this Guarantee Agreement. 2. PRESERVATION OF RIGHTS 2.1 Continuing obligations The obligations of the Guarantor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the Union's obligations under or in respect of any Borrowings and shall continue in full force and effect for so long as and until all sums due from the Union in respect of the Borrowings have been paid, and all other actual or contingent obligations of the Union thereunder or in respect thereof have been satisfied, in full provided that each Guarantor shall only be liable for its Guaranteed Contribution. 2.2 Obligations not discharged The obligations of the Guarantor herein contained shall not be discharged, impaired or otherwise affected by: 2.2.1 Indulgence, Waivers or Consents: time or other indulgence or any waiver or consent being granted or agreed to be granted to the Union or to the Commission in respect of any of its obligations under or in respect of any Borrowings and/or Loan Agreement; 2.2.2 Amendment: any amendment, novation, supplement, extension, (whether of maturity or otherwise) or restatement (in each case, however fundamental and of whatsoever nature) or replacement, waiver or release of, any obligation of the Union under or in respect of any Borrowings or any security or other guarantee or indemnity in respect thereof including without limitation any extension of or any increase of the obligations of the Union in respect of any Borrowings or the addition of any new obligations for the Union provided that none of the foregoing shall result in any increase of the Guarantor's liability under this Guarantee Agreement; or 2.3 Pari passu The Guarantor undertakes that its obligations hereunder will at all times rank pari passu with all other present and future, direct, unconditional, unsubordinated and unsecured obligations of such Guarantor. 2.4 Subrogation of Guarantor’s Rights Acknowledging that this Guarantee Agreement does not guarantee the repayment of a Loan Agreement, the Guarantor acknowledges that it is not entitled to any rights of subrogation. 3. INFORMATION UNDERTAKINGS 3.1 The Commission shall inform the General Secretariat of the Council of the European Union of the signature of the Guarantee Agreement. 3.2 The Commission shall report to the Guarantors on the outstanding claims under Loan Agreements and liabilities under Borrowings on a quarterly basis. 3.3 The Commission shall immediately notify the Guarantors of becoming aware of any event that may reasonably be expected to result in a call under the Guarantee Agreement. 4. BENEFIT OF THE GUARANTEE AGREEMENT 4.1 Benefit The Guarantor shall honour this Guarantee Agreement on demand. 4.2 Assignment The Guarantor shall not be entitled to assign or transfer all or any of their rights, benefits and obligations hereunder. 5. REDUCTION AND EXPIRY OF THE GUARANTEE 5.1 From 31st December 2025, should a Commission report referred to in Clause 3. 2 provide that the outstanding liabilities under Borrowings is less than EUR 25 000 000 000, the Guaranteed Contributions from Guarantors shall irrevocably be reduced on a pro rata pari passu basis so that the total Guaranteed Contributions from Guarantors is equal to the outstanding liabilities under Borrowings. From its date of application, this Clause 5. 1 shall apply to each report. 5.2 Subject to Clause 5. 3, this Guarantee Agreement shall expire on the date (the “Expiration Date”) which is the earlier of (i) the date when all Borrowings have been irrevocably paid in full, no further Borrowings may be issued under Council Regulation (EU) 2020/672 and any and all obligations of the Guarantor have been fully and irrevocably paid and (ii) 31st December 2053. 5.3 In the event of any Demand or Additional Demand under this Guarantee Agreement, the obligation of the Commission to reimburse the Guarantor from amounts recovered in line with Clause 1. 8 shall continue until there is a reimbursement in full notwithstanding the occurrence of the Expiration Date. 6. INTERPRETATION IN CONFORMITY AND PARTIAL INVALIDITY All provisions hereof shall be interpreted, in case of doubt, so that they are in conformity with the governing law. If at any time any provision hereof is or becomes illegal, invalid or unenforceable under the governing law, the legality, validity or enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 7. NOTICES 7.1 Address for notices All notices, demands and other communications to the Guarantor hereunder shall be made in writing (by letter or fax or e-mail) and shall be sent to the Guarantor at: [Guarantor's address] Fax: +[number] E-mail: [e-mail] Attention: [name or department] With a copy to: European Commission Fax: +[number] E-mail: [e-mail] Attention: [name or department] or, in relation to the Guarantor, to such other address or fax number or for the attention of such other person or department as the Guarantor has notified to the Commission in the manner prescribed for the giving of notices. 7.2 Effectiveness Every notice, demand or other communication sent in accordance with Clause 7.1 (Address for notices) shall be effective upon actual receipt by the Guarantor; provided that any such notice, demand or other communication which would otherwise take effect after 4.00 p.m. on any particular day or on a day which is not a Business Day shall not take effect until 10. 00 a.m. on the immediately succeeding Business Day. 8. INTERPRETATION 8.1 Definitions In this Guarantee Agreement: “Business Day” shall mean a day on which commercial banks and foreign exchange markets are open or required to be open for business in Luxembourg. 8.2 Other agreements All references in this Guarantee Agreement to an agreement, instrument or other document shall be construed as a reference to that agreement, instrument or other document as the same may be amended, supplemented, restated, extended, replaced or novated from time to time. 9. LAW AND JURISDICTION 9.1 Governing law This Guarantee Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and shall be construed in accordance with European Union law, supplemented if necessary by the Luxembourgish law. 9.2 Exclusive Jurisdiction The Court of Justice of the European Union, in accordance with Article 272 of the Treaty on the Functioning of the European Union, shall have exclusive jurisdiction to settle any dispute (a “Dispute”), arising out of or in connection with this Guarantee Agreement (including a dispute relating to the existence, validity or termination of this Guarantee Agreement or any non-contractual obligation arising out of or in connection with this Guarantee Agreement) or the consequences of its nullity. All Clauses and terms stipulated herein have been duly noted and approved by [•][in line with •3 ] and the Commission. This Guarantee Agreement shall enter into force upon the date of signature by the last Party. Done in two originals, one for the Guarantor and for the Commission. EXECUTED as a guarantee by IRELAND Represented by: Mr. Paschal DONOHOE TD Minister for Finance Date: EXECUTED as a guarantee by the European Commission Represented by: [NAME] [POSITION] [DATE OF SIGNATURE] Schedule 1 Guaranteed Contribution Member State Amount (EUR) Kingdom of Belgium 838 224 250 Republic of Bulgaria 107 466 500 Czech Republic 374 538 500 Kingdom of Denmark 563 837 750 Federal Republic of Germany 6 383 820 000 Republic of Estonia 48 716 500 Ireland 483 401 250 Hellenic Republic 342 618 750 Kingdom of Spain 2 252 890 750 French Republic 4 406 976 250 Republic of Croatia 95 693 500 Italian Republic 3 183 786 000 Republic of Cyprus 38 114 750 Republic of Latvia 57 070 750 Republic of Lithuania 83 953 500 Grand Duchy of Luxembourg 76 856 750 Hungary 249 596 000 Republic of Malta 23 044 250 Kingdom of the Netherlands 1 441 199 500 Republic of Austria 717 215 750 Republic of Poland 930 103 250 Portuguese Republic 365 571 000 Romania 393 384 250 Republic of Slovenia 88 126 500 Slovak Republic 173 516 250 Republic of Finland 431 740 250 Kingdom of Sweden 848 537 250 Total 25 000 000 000 Schedule 2 Guarantee contribution key (the relative shares of Member States in the total Gross National Income of the Union, as resulting from the column (1) of Table 3 of Part A “Introduction and financing of the general budget of the Union”, of the revenue part of the budget for 2020 set out in the general budget of the European Union for the financial year 2020, as adopted on 27 November 2019) Member State Guarantor’s Contribution Key Percentage Kingdom of Belgium 3.352 897% Republic of Bulgaria 0.429 866% Czech Republic 1.498 154% Kingdom of Denmark 2.255 351% Federal Republic of Germany 25.535 280% Republic of Estonia 0.194 866% Ireland 1.933 605% Hellenic Republic 1.370 475% Kingdom of Spain 9.011 563% French Republic 17.627 905% Republic of Croatia 0.382 774% Italian Republic 12.735 144% Republic of Cyprus 0.152 459% Republic of Latvia 0.228 283% Republic of Lithuania 0.335 814% Grand Duchy of Luxembourg 0.307 427% Hungary 0.998 384% Republic of Malta 0.092 177% Kingdom of the Netherlands 5.764 798% Republic of Austria 2.868 863% Republic of Poland 3.720 413% Portuguese Republic 1.462 284% Romania 1.573 537% Republic of Slovenia 0.352 506% Slovak Republic 0.694 065% Republic of Finland 1.726 961% Kingdom of Sweden 3.394 149% Total 100.000 000% SCHEDULE 2 Terms of Contribution Agreement Section 7 CONTRIBUTION AGREEMENT between EUROPEAN INVESTMENT BANK and IRELAND in respect of the PAN-EUROPEAN GUARANTEE FUND IN RESPONSE TO COVID-19 This contribution agreement (the “Contribution Agreement”) is entered into between: Ireland, (the “Contributor”), on the one hand, and the European Investment Bank, with its seat at 98-100, boulevard Konrad Adenauer, L-2950 Luxembourg, Grand Duchy of Luxembourg, (the “Bank”), on the other hand, (the Contributor and the Bank each referred to as a “Party” and together as the “Parties”). Whereas: (A) The Member States of the European Union have agreed to establish the Pan-European Guarantee Fund in response to COVID-19 (the “Fund”). (B) Each contributor to the Fund shall enter into an undertaking to make contributions to the Fund on similar terms and conditions through their respective contribution agreements. (C) Each contributor to the Fund has entered into (or will accede to) the first demand guarantee agreement (the “Guarantee Agreement”) with the Bank in relation to Transactions entered into by the Bank for the account of the Fund (including the back-to-back arrangement with the European Investment Fund (“EIF”)). (D) The Bank shall enter into a separate arrangement with the EIF in connection with Transactions entered into by EIF in the context of the Fund. (E) The intention of the Parties is that in relation to all exposures to Transactions of EIB for the account of the Fund and/or EIF in the context of the Fund and the EIB/EIF Arrangement, all credit, market and other risks are assumed by and will be ultimately borne by the Fund and by the contributors and not by the Bank or the EIF. Consistently, the Bank will act in relation to Transactions for the account of the Fund. The Bank shall provide a dedicated internal funding line to the Bank as administrator of the Fund for the purposes of providing liquidity to and treasury for the Fund. (F) Any Transaction to be entered into by EIB and/or EIF in the context of the EIB/EIF Arrangement is subject to the approval of the Fund’s Contributors’ Committee as further described in the Fund Description. The Parties have agreed as follows: I. Definitions 1. In this Contribution Agreement: “Advance” means as defined in Annex 2, paragraph III A. “Acceding Guarantor” means as defined in paragraph 17. “Additional Contributor” means as defined in paragraph 17. “Adjusted Key Percentage” means the percentage set out against the name of each contributor to the Fund calculated by reference to the Total Contributions and the shareholding of each contributor in the capital of the Bank but adjusted such that at all times, the aggregate of Adjusted Key Percentages is equal to 100%. In the event of an Additional Contributor, the Adjusted Key Percentage shall be re-calculated accordingly and communicated to the contributors. “Adjustment Payments” means as defined in paragraph 17. “Business Day” means any day other than a Saturday or Sunday (a) where the Bank is open for business in Luxembourg and (b) where referring to a payment in euro or the determination of EURIBOR, is also a TARGET2 Business Day. “Cash Balance” means any sums held in cash by the Bank on behalf of the contributors in relation to the Fund. “Claim Event” means, in relation to a Transaction, one or more of the following events or occurrences (as applicable): (a) in relation to a Transaction which is a funded debt transaction that the Bank has not received any amount paid by it and/or due to it (whether principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction); (b) in relation to a Transaction which is a funded risk participation or a contingent loan transaction (i) that the Bank has not received any amount due to it or (ii) that the Bank has not received any amount scheduled or planned or expected to be paid to it, where such non payment to the Bank resulted from the limited recourse nature of such Transaction or for other reasons intrinsic to the nature of such Transaction (in each case whether such amounts relate to principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction); (c) in relation to a Transaction which is an unfunded transaction relating to an underlying debt transaction, (i) that the Bank has not received any amount due to it or (ii) that the Bank has received a demand for payment (in each case whether the amounts due or demanded or paid relate to principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction); (d) that a Transaction has been subject to a restructuring or similar process which reduces any of the amounts payable to the Bank in relation to such Transaction (whether principal, interest, commissions, fees, charges, indemnities, expenses or any other incidental charges in respect of such Transaction); (e) in relation to a Transaction which is an equity type operation that upon exit or disposal the net proceeds received by the Bank is less than the sum of (i) the amount invested or lent by the Bank and (ii) the Bank's cost of funding such Transaction; (f) in relation to a Transaction which has not fully matured, repaid in full or been disposed of by 31 December 2037, that the aggregate amount received or recovered by the Bank in respect of such Transaction is less than the sum of (i) the amount invested or lent by the Bank and (ii) the Bank's cost of funding such Transaction; (g) in relation to operations deployed by EIF in the context of the Fund under the EIB/EIF Arrangement that (i) there has been a claim event in relation to such operation as defined for the purpose of the EIB/EIF Arrangement or (ii) as at 31 December 2037 the Bank has not been repaid in full in relation to any liquidity advance and any interest accrued thereon under the EIB/EIF Arrangement; or (h) such other event or circumstance specially designated as a “Claim Event” in relation to the relevant Transaction at the time the Transaction was approved for the purposes of the Fund. 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 Ireland and “contributor” means, any or as the case may be, all Member States, institutions of the European Union, or institutions created by Member States of the European 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 Annex 2 paragraph IV B. “Facility Amount” means as defined in Annex 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 16. “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 Key Percentage. “TARGET2 Business Day” 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 19 November 2007 (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. II. The Contribution 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 EUR 164,731,513. 30 (one hundred sixty-four million seven hundred thirty-one thousand five hundred thirteen euro and thirty 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 Annex 1(A), Partnership Platform Rules (the “Platform Rules”) included as Annex 1(B). The Fund 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). III. Payments in cash 7. A Contributor may make a cash advance (the “Upfront Payment”) to meet Demands. Any 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: Bank: European Investment Bank BIC Code: BEILLULLXXX Account: Direct via TARGET2 (/RT) IBAN: 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 FI_PRO_BOT_LPC_CM@eib.org and FI-PRO/BOT/LPC/RECONCILIATION@eib.org (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 Ireland”. The Bank 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 3M, 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 (0. 125%) (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 reasonable manner. IV. The Contributor’s Dedicated Register 9. (a) The Bank 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. The Bank shall issue a request for payment 15 (fifteen) Business Days before each Payment Date. The first payment day shall take place on 15 December 2020 (the “First Payment Date”). After the First Payment Date, payments will occur on a quarterly basis on 15 June, 15 September, 15 December, and 15 March 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 Day then it shall be postponed to the next following Business Day unless such day would fall into the next calendar month in which case the Payment Date shall occur on the Business Day preceding the scheduled Payment Date. 10. (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). VI. Administration 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. VII. The Liquidity Facility 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 Annex 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. VIII. 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 Key Percentage due to the adherence of a new contributor (an “Additional Contributor” and an “Acceding Guarantor”), the Bank shall make adjustments to the Dedicated Register of the Additional Contributor 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 Key Percentage. The Adjustment Payments shall be reflected by debit and credit entries in the corresponding Dedicated Registers. The Bank, 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 Adjustment Payments 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. IX. Reporting 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 31 December 2020. 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. The Bank 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 gather such information. 26. The Bank shall provide unaudited financial statements of the previous financial year by no later than 31 March of each year and audited financial statements by no later than 30 April. X. Representations and Warranties 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 …