MARFIN EGNATIA BANK S.A. - Irish Stock Exchange

(e)
the entry into and performance by it of, and the transactions
contemplated by, the Transaction Documents and the granting of
the Security by it do not and will not conflict with: (i) any law or
regulation applicable to it; (ii) its constitutional documents; or
(iii) any agreement or instrument binding upon it or its assets or
constitute a default or termination event (however described)
under any such agreement or instrument (including any breach of
any negative pledge covenants under any such agreement or
instrument).
Eligibility Criteria:
Optional changes to the
Cover Pool:
Each of the Loan Assets to be included in the Cover Pool shall comply
with criteria (the "Eligibility Criteria") as set out in further detail under
"Description of Principal Documents".
The Issuer shall be entitled, subject to filing a Registration Statement so
providing, to:
(a)
(b)
designate further assets (the "Additional Cover Pool Assets")
which comply with the Eligibility Criteria to the Cover Pool for
the purposes of issuing further Series of Covered Bonds and/or
complying with the Statutory Tests and/or maintaining the initial
ratings assigned to the Covered Bonds provided that, with respect
to any Cover Pool Assets so designated after the Issue Date for
the first Series of Covered Bonds which are non-Euro
denominated assets and/or have characteristics other than those
pertaining to the Cover Pool as of the Issue Date for the first
Series of Covered Bonds (the "Initial Assets"), Fitch has
provided confirmation in writing to the Issuer that the ratings on
the Covered Bonds would not be adversely affected by, or
withdrawn as a result of, such designation and Moody's has been
notified of such designation; and
prior to the occurrence of an Issuer Event which is continuing or
would occur as a result of such removal or substitution: (i)
remove Cover Pool Assets from the Cover Pool, provided that the
Issuer has delivered to the Servicer and the Trustee a certification
from a reputable accounting firm of international standing
confirming that the Statutory Tests are satisfied and will not be
breached by such removal, or (ii) substitute Cover Pool Assets
with Additional Cover Pool Assets, provided that, for any
substitution of Additional Cover Pool Assets which are non-Euro
denominated assets and/or have characteristics other than those
pertaining to the Initial Assets, Fitch has provided confirmation in
writing to the Issuer that the ratings on the Covered Bonds would
not be adversely affected by, or withdrawn as a result of such
substitution and Moody's has been notified of such substitution.
Upon any addition (including by way of substitution) to the Cover Pool of
Additional Cover Pool Assets, the Issuer shall deliver to the Trustee a
certificate representing and warranting that the Additional Cover Pool
Assets comply with the Eligibility Criteria (if applicable) and are subject
to the Statutory Pledge (or to the extent not governed by Greek law,
security has been created over them to the satisfaction of the Trustee) and
that no Issuer Insolvency Event or Test Event has occurred.
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