Decision of the European Central Bank of 24 July 2007 concerning the terms and conditions of TARGET2-ECB (ECB/2007/7) (2007/601/EC)

[F1 TERMS OF REFERENCE FOR CAPACITY AND COUNTRY OPINIONS U.K.

TERMS OF REFERENCE FOR CAPACITY OPINIONS FOR TIPS DCA HOLDERS IN TARGET2 U.K.

The European Central Bank

Director-General of the ECB's Directorate-General Payment Systems and Market Infrastructure

Sonnemannstrasse 22

60314 Frankfurt am Main

Germany

Participation in the TARGET2-ECB

[location]

[date]

Dear Sir or Madam,

We have been asked to provide this Opinion as [in-house or external] legal advisers to [specify name of TIPS DCA holder or branch of TIPS DCA holder] in respect of issues arising under the laws of [jurisdiction in which the TIPS DCA holder is established; hereinafter the ‘ jurisdiction ’ ] in connection with the participation of [specify name of TIPS DCA holder] (hereinafter the ‘ TIPS DCA holder ’ ) in the TARGET2-ECB (hereinafter the ‘ System ’ ).

This Opinion is confined to the laws of [jurisdiction] as they exist as on the date of this Opinion. We have made no investigation of the laws of any other jurisdiction as a basis for this Opinion, and do not express or imply any opinion in this regard. Each of the statements and opinions presented below applies with equal accuracy and validity under the laws of [jurisdiction], whether or not the TIPS DCA holder acts through its head office or one or more branches established inside or outside of [jurisdiction] in submitting payment orders and receiving payments.

I. Documents examined U.K.

For the purposes of this Opinion, we have examined:

(1)

a certified copy of the [specify relevant constitutional documents] of the TIPS DCA holder such as is/are in effect on the date hereof;

(2)

[if applicable] an extract from the [specify relevant company register] and [if applicable] [register of credit institutions or analogous register];

(3)

[to the extent applicable] a copy of the TIPS DCA holder's licence or other proof of authorisation to provide banking, investment, funds transfer or other financial services in [jurisdiction];

(4)

[if applicable] a copy of a resolution adopted by the board of directors or the relevant governing body of the TIPS DCA holder on [insert date], [insert year], evidencing the TIPS DCA holder's agreement to adhere to the System Documents, as defined below; and

(5)

[specify all powers of attorney and other documents constituting or evidencing the requisite power of the person or persons signing the relevant System Documents (as defined below) on behalf of the TIPS DCA holder];

and all other documents relating to the TIPS DCA holder's constitution, powers, and authorisations necessary or appropriate for the provision of this Opinion (hereinafter the ‘ TIPS DCA holder's Documents ’ ).

For the purposes of this Opinion, we have also examined:

(1)

the Terms and Conditions for the Opening and Operation of a TIPS Dedicated Cash Account (TIPS DCA) in TARGET2-ECB dated [insert date] (hereinafter the ‘ Rules ’ ); and

(2)

[…].

The Rules and the […] shall be referred to hereinafter as the ‘ System Documents ’ (and collectively with the TIPS DCA holder's Documents as the ‘ Documents ’ ).

II. Assumptions U.K.

For the purposes of this Opinion we have assumed in relation to the Documents that:

(1)

the System Documents with which we have been provided are originals or true copies;

(2)

the terms of the System Documents and the rights and obligations created by them are valid and legally binding under the laws of the Federal Republic of Germany by which they are expressed to be governed, and the choice of the laws of the Federal Republic of Germany to govern the System Documents is recognised by the laws of the Federal Republic of Germany;

(3)

the TIPS DCA holder's Documents are within the capacity and power of and have been validly authorised, adopted or executed and, where necessary, delivered by the relevant parties; and

(4)

the TIPS DCA holder's Documents are binding on the parties to which they are addressed, and there has been no breach of any of their terms.

III. Opinions regarding the TIPS DCA holder U.K.

A.

The TIPS DCA holder is a corporation duly established and registered or otherwise duly incorporated or organised under the laws of [jurisdiction].

B.

The TIPS DCA holder has all the requisite corporate powers to execute and perform the rights and obligations under the System Documents to which it is party.

C.

The adoption or execution and the performance by the TIPS DCA holder of the rights and obligations under the System Documents to which the TIPS DCA holder is party will not in any way breach any provision of the laws or regulations of [jurisdiction] applicable to the TIPS DCA holder or the TIPS DCA holder Documents.

D.

No additional authorisations, approvals, consents, filings, registrations, notarisations or other certifications of or with any court or governmental, judicial or public authority that is competent in [jurisdiction] are required by the TIPS DCA holder in connection with the adoption, validity or enforceability of any of the System Documents or the execution or performance of the rights and obligations thereunder.

E.

The TIPS DCA holder has taken all necessary corporate action and other steps necessary under the laws of [jurisdiction] to ensure that its obligations under the System Documents are legal, valid and binding.

This Opinion is stated as of its date and is addressed solely to the ECB and the [TIPS DCA holder]. No other persons may rely on this Opinion, and the contents of this Opinion may not be disclosed to persons other than its intended recipients and their legal counsel without our prior written consent, with the exception of the national central banks of the European System of Central Banks [and [the national central bank/relevant regulatory authorities] of [jurisdiction]].

Yours faithfully,

[signature]

TERMS OF REFERENCE FOR COUNTRY OPINIONS FOR NON-EEA TIPS DCA HOLDERS IN TARGET2 U.K.

The European Central Bank

Director-General of the ECB's Directorate-General Payment Systems and Market Infrastructure

Sonnemannstrasse 22

60314 Frankfurt am Main

Germany

Participation in TARGET2-ECB

[location],

[date]

Dear Sir or Madam,

We have been asked as [external] legal advisers to [specify name of TIPS DCA holder or branch of TIPS DCA holder] (the ‘ TIPS DCA holder ’ ) in respect of issues arising under the laws of [jurisdiction in which the TIPS DCA holder is established; hereinafter the ‘ jurisdiction ’ ] to provide this Opinion under the laws of [jurisdiction] in connection with the participation of the TIPS DCA holder in a system which is a component of TARGET2 (hereinafter the ‘ System ’ ). References herein to the laws of [jurisdiction] include all applicable regulations of [jurisdiction]. We express an opinion herein under the law of [jurisdiction], with particular regard to the TIPS DCA holder established outside the Federal Republic of Germany in relation to rights and obligations arising from participation in the System, as presented in the System Documents defined below.

This Opinion is confined to the laws of [jurisdiction] as they exist on the date of this Opinion. We have made no investigation of the laws of any other jurisdiction as a basis for this Opinion, and do not express or imply any opinion in this regard. We have assumed that there is nothing in the laws of another jurisdiction which affects this Opinion.

1. Documents examined U.K.

For the purposes of this Opinion, we have examined the documents listed below and such other documents as we have deemed necessary or appropriate:

(1)

the Terms and Conditions for the Opening and Operation of a TIPS Dedicated Cash Account (TIPS DCA) in TARGET2-ECB dated [insert date] (hereinafter the ‘ Rules ’ ); and

(2)

any other document governing the System and/or the relationship between the TIPS DCA holder and other participants in the System, and between the participants in the System and the ECB.

The Rules and the [.] shall be referred to hereinafter as the ‘ System Documents ’ .

2. Assumptions U.K.

For the purposes of this Opinion we have assumed in relation to the System Documents that:

(1)

the System Documents are within the capacity and power of and have been validly authorised, adopted or executed and, where necessary, delivered by the relevant parties;

(2)

the terms of the System Documents and the rights and obligations created by them are valid and legally binding under the laws of the Federal Republic of Germany, by which they are expressed to be governed, and the choice of the laws of the Federal Republic of Germany to govern the System Documents is recognised by the laws of the Federal Republic of Germany;

(3)

the participants in the System through which any payment orders are sent or payments are received, or through which any rights or obligations under the System Documents are executed or performed, are licensed to provide funds transfer services, in all relevant jurisdictions; and

(4)

the documents submitted to us in copy or as specimens conform to the originals.

3. Opinion U.K.

Based on and subject to the foregoing, and subject in each case to the points set out below, we are of the opinion that:

3.1. Country-specific legal aspects [to the extent applicable] U.K.

The following characteristics of the legislation of [jurisdiction] are consistent with and in no way set aside the obligations of the TIPS DCA holder arising out of the System Documents: [list of country-specific legal aspects].

[F2 3.2. General insolvency and crisis management issues U.K.

3.2.a.

Types of insolvency and crisis management proceedings

• The only types of insolvency proceedings (including composition or rehabilitation) which, for the purpose of this Opinion, shall include all proceedings in respect of the TIPS DCA holder’s assets or any branch it may have in [jurisdiction] to which the TIPS DCA holder may become subject in [jurisdiction], are the following: [list proceedings in original language and English translation] (together collectively referred to as ‘ Insolvency Proceedings ’ ).

• In addition to Insolvency Proceedings, the TIPS DCA holder, any of its assets, or any branch it may have in [jurisdiction] may become subject in [jurisdiction] to [list any applicable moratorium, receivership, or any other proceedings as a result of which payment orders to and/or from the TIPS DCA holder may be suspended, or limitations can be imposed in relation to such payment orders, or similar proceedings, including crisis prevention and crisis management measures equivalent to those defined in Directive 2014/59/EU, in original language and English translation] (hereinafter collectively referred to as ‘ Proceedings ’ ).

3.2.b.

Insolvency treaties

• [jurisdiction] or certain political subdivisions within [jurisdiction], as specified, is/are party to the following insolvency treaties: [specify, if applicable which have or may have an impact on this Opinion].]

Textual Amendments

F2 Substituted by Decision (EU) 2019/1848 of the European Central Bank of 29 October 2019 amending Decision ECB/2007/7 concerning the terms and conditions of TARGET2-ECB (ECB/2019/32).

3.3. Enforceability of System Documents U.K.

Subject to the points set out below, all provisions of the System Documents will be binding and enforceable in accordance with their terms under the laws of [jurisdiction], in particular in the event of the opening of any Insolvency Proceedings or Proceedings with respect to the TIPS DCA holder.

In particular, we are of the opinion that:

3.3.a. Processing of payment orders U.K.

The provisions on processing of payment orders [list of sections] of the Rules are valid and enforceable. In particular, all payment orders processed pursuant to such sections will be valid, binding and will be enforceable under the laws of [jurisdiction]. The provision of the Rules which specifies the precise point in time at which payment orders become enforceable and irrevocable (Article 20) is valid, binding and enforceable under the laws of [jurisdiction].

3.3.b. Authority of the ECB to perform its functions U.K.

The opening of Insolvency Proceedings or Proceedings in respect of the TIPS DCA holder will not affect the authority and powers of the ECB arising out of the System Documents. [Specify [to the extent applicable] that: the same opinion is also applicable in respect of any other entity which provides the TIPS DCA holders with services directly and necessarily required for participation in the System, e.g. TIPS network service provider].

3.3.c. Remedies in the event of default U.K.

[Where applicable to the TIPS DCA holder, the provisions contained in Article 28 of the Rules regarding accelerated performance of claims which have not yet matured, the set-off of claims for using the deposits of the TIPS DCA holder, the enforcement of a pledge, suspension and termination of participation, claims for default interest, and termination of agreements and transactions (Articles 25 to 28) are valid and enforceable under the laws of [jurisdiction].]

3.3.d. Suspension and termination U.K.

Where applicable to the TIPS DCA holder, the provisions contained in Article 26 of the Rules (in respect of suspension and termination of the TIPS DCA holder's participation in the System on the opening of Insolvency Proceedings or Proceedings or other events of default, as defined in the System Documents, or if the TIPS DCA holder represents any kind of systemic risk or has serious operational problems) are valid and enforceable under the laws of [jurisdiction].

3.3.e. Assignment of rights and obligations U.K.

The rights and obligations of the TIPS DCA holder cannot be assigned, altered or otherwise transferred by the TIPS DCA holder to third parties without the prior written consent of the ECB.

3.3.f. Choice of governing law and jurisdiction U.K.

The provisions contained in Articles 31 and 34 of the Rules, and in particular in respect of the governing law, the resolution of a dispute, competent courts, and service of process are valid and enforceable under the laws of [jurisdiction].

3.4. Voidable preferences U.K.

We are of the opinion that no obligation arising out of the System Documents, the performance thereof, or compliance therewith prior to the opening of any Insolvency Proceedings or Proceedings in respect of the TIPS DCA holder may be set aside in any such proceedings as a preference, voidable transaction or otherwise under the laws of [jurisdiction].

In particular, and without limitation to the foregoing, we express this opinion in respect of any transfer orders submitted by any participant in the System. In particular, we are of the opinion that the provisions of Article 20 of the Rules establishing the enforceability and irrevocability of transfer orders will be valid and enforceable and that a transfer order submitted by any participant and processed pursuant to Title IV of the Rules may not be set aside in any Insolvency Proceedings or Proceedings as a preference, voidable transaction or otherwise under the laws of [jurisdiction].

3.5. Attachment U.K.

If a creditor of the TIPS DCA holder seeks an attachment order (including any freezing order, order for seizure or any other public or private law procedure that is intended to protect the public interest or the rights of the TIPS DCA holder's creditors) — hereinafter referred to as an ‘ Attachment ’ — under the laws of [jurisdiction] from a court or governmental, judicial or public authority that is competent in [jurisdiction], we are of the opinion that [insert the analysis and discussion].

3.6. Collateral [if applicable] U.K.

3.6.a. Assignment of rights or deposit of assets for collateral purposes, pledge and/or repo U.K.

Assignments for collateral purposes will be valid and enforceable under the laws of [jurisdiction]. Specifically, the creation and enforcement of a pledge or repo under the Rules will be valid and enforceable under the laws of [jurisdiction].

3.6.b. Priority of assignees', pledgees' or repo purchasers' interest over that of other claimants U.K.

In the event of Insolvency Proceedings or Proceedings in respect of the TIPS DCA holder, the rights or assets assigned for collateral purposes, or pledged by the TIPS DCA holder in favour of the ECB or other participants in the System, will rank in priority of payment above the claims of all other creditors of the TIPS DCA holder and will not be subject to priority or preferential creditors.

3.6.c. Enforcing title to security U.K.

Even in the event of Insolvency Proceedings or Proceedings in respect of the TIPS DCA holder, other participants in the System and the ECB as pledgees will still be free to enforce and collect the TIPS DCA holder's rights or assets through the action of the ECB pursuant to the Rules.

3.6.d. Form and registration requirements U.K.

There are no form requirements for the assignment for collateral purposes of, or the creation and enforcement of a pledge or repo over the TIPS DCA holder's rights or assets and it is not necessary for the [assignment for collateral purposes, pledge or repo, as applicable], or any particulars of such [assignment, pledge or repo, as applicable,] to be registered or filed with any court or governmental, judicial or public authority that is competent in [jurisdiction].

3.7. Branches [to the extent applicable] U.K.

3.7.a. Opinion applies to action through branches U.K.

Each of the statements and opinions presented above with regard to the TIPS DCA holder applies with equal accuracy and validity under the laws of [jurisdiction] in situations where the TIPS DCA holder acts through its one or more of its branches established outside [jurisdiction].

3.7.b. Conformity with law U.K.

Neither the execution and performance of the rights and obligations under the System Documents nor the submission, transmission or receipt of payment orders by a branch of the TIPS DCA holder will in any respect breach the laws of [jurisdiction].

3.7.c. Required authorisations U.K.

Neither the execution and performance of the rights and obligations under the System Documents nor the submission, transmission or receipt of payment orders by a branch of a TIPS DCA holder will require any additional authorisations, approvals, consents, filings, registrations, notarisations or other certifications of or with any court or governmental, judicial or public authority that is competent in [jurisdiction].

This Opinion is stated as of its date and is addressed solely to the ECB and the [TIPS DCA holder]. No other persons may rely on this Opinion, and the contents of this Opinion may not be disclosed to persons other than its intended recipients and their legal counsel without our prior written consent, with the exception of the national central banks of the European System of Central Banks [and [the national central bank/relevant regulatory authorities] of [jurisdiction]].

Yours faithfully,

[signature]]

Textual Amendments

F1 Inserted by Decision (EU) 2018/1625 of the European Central Bank of 8 October 2018 amending Decision ECB/2007/7 concerning the terms and conditions of TARGET2-ECB (ECB/2018/24).