Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: Loan Facility: Facility Specific Terms Executed in Athens on Represented by [●] [●] Represented by [●] Represented by [●] Represented by [●] and in Luxembourg on This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer and Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), Herein jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the Hellenic Financial Stability Fund and the Bank of Greece are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 13, 14 and 15 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of Greece for information. Represented by Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer Represented by (to be issued on official letterhead of the Legal Advisor to the State at the Ministry of Finance) [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as Legal Advisor to the State at the Ministry of Finance, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of Greece) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Beneficiary Member State is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under Hellenic law for enforcement against the Beneficiary Member State and the Bank of Greece. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of Greece. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in the Hellenic Republic. 7. No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The signature of the Agreement by [●], the Governor of the Bank of Greece legally and validly binds the Bank of Greece. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece in accordance with Hellenic law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic. 12. Neither the Beneficiary Member State nor the Bank of Greece nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to Hellenic law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 3 contracts

Samples: Master Financial Assistance Facility Agreement, Master Financial Assistance Facility Agreement, Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: ~~Loan~~ Bank Recapitalisation Facility: Facility Specific Terms Annex 1: Form of Request for Funds Annex 2: Form of Acceptance Notice Annex 3: Form of Confirmation Notice Executed in ~~Athens~~ Madrid on and in Luxembourg on Represented by Xxxxx Xxxxxxx, Chief Executive Officer Represented by [~~●] [●~~•] Represented by [●] •], Governor of the Bank of Spain Represented by [●•] ~~Represented by [●] and in Luxembourg on~~ This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer ~~and~~ or Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) ~~The Hellenic Republic~~ Kingdom of Spain (hereinafter referred to as "~~Greece~~Spain"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), ~~Herein~~ Xxxxxx jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the ~~Hellenic Financial Stability Fund~~ Fondo de Reestructuración Ordenada Bancaria and the Bank of ~~Greece~~ Spain are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 1314, 14 15 and 15 17 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of ~~Greece~~ Spain for information. Represented by ~~Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer~~ [•] Represented by [•] (to be issued on official letterhead of ~~the Legal Advisor to the State at the Ministry of Finance)~~ [•] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as ~~Legal Advisor to the State at the Ministry of Finance~~[•], I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), ~~the Hellenic Republic~~ Kingdom of Spain (hereinafter referred to as the "Beneficiary Member State"), the ~~Hellenic Financial Stability Fund~~ Fondo de Reestructuración Ordenada Bancaria as guarantor and the Bank of ~~Greece~~ Spain on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] ~~[and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece~~ (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of ~~Greece~~Spain, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of ~~Greece~~Spain) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of ~~Greece~~ Spain and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to ~~Hellenic~~ Spanish law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in ~~Greece~~Spain, the Beneficiary Member State is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s 's execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under ~~Hellenic~~ Spanish law for enforcement against the Beneficiary Member State and the Bank of ~~Greece~~Spain. The enforcement of the Agreement would not be contrary to mandatory provisions of ~~Hellenic~~ Spanish law, to the ordre public of ~~the Hellenic Republic~~Spain, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of ~~Greece~~Spain. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in ~~the Hellenic Republic~~Spain. 7. No taxes, duties, fees or other charges imposed by ~~the Hellenic Republic~~ Spain or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The signature of the Agreement by [●], the Governor of the Bank of ~~Greece~~ Spain legally and validly binds the Bank of ~~Greece~~Spain. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of ~~Greece~~ Spain in accordance with ~~Hellenic~~ Spanish law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in ~~the Hellenic Republic~~Spain. 12. Neither the Beneficiary Member State nor the Bank of ~~Greece~~ Spain nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to ~~Hellenic~~ Spanish law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to ~~Hellenic~~ Spanish law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of ~~Greece~~ Spain and all the obligations of the Beneficiary Member State and the Bank of ~~Greece~~ Spain in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date•]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 2 contracts

Samples: Master Financial Assistance Facility Agreement, Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: ~~Forms~~ Form of Legal ~~Opinions~~ Opinion Annex 3: List of Contacts Schedule 1: Loan Facility: Facility Specific Terms Executed in ~~Athens~~ Lisbon on ~~Represented by [●] [●] Represented by [●] Represented by [●] Represented by [●]~~ 24 May 2012 and in Luxembourg on 25 May 2012. Represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer Represented by Represented by This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer ~~and~~ or Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) The ~~Hellenic~~ Portuguese Republic ~~(hereinafter referred to as "Greece"),~~ represented by the Minister of State and Finance, Xx. Xxxxx Xxxxx Xxxxxx Xxxxxx, as the Beneficiary Member State (the "Beneficiary Member State"), Herein jointly referred to as the "Parties" and each of them a "Party". 1. The ~~Parties,~~ Parties and Banco de Portugal (the ~~Hellenic Financial Stability Fund and the~~ "Central Bank of ~~Greece~~ the Portuguese Republic") are parties to a Master Financial Assistance Facility Agreement dated [●•] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●•] billion, as amended and supplemented by the Facility Specific Terms dated [●•] in respect of the EUR [●•] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of ~~Pre-~~Pre- Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●•] periodic review in a maximum aggregate amount of principal of EUR [●•]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 (Entry into Force and Conditions Precedent) and 4 (Requests, Conditions to Disbursements, Financing and Disbursements) of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a ~~pre-~~pre- funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Beneficiary Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in ~~Clause~~ Clauses 3 (Entry into Force and Conditions Precedent) and 4 (Requests, Conditions to Disbursements, Financing and Disbursements) of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 1212 (Notices), 1313 (Miscellaneous), 14 (Governing Law and 15 Jurisdiction) and 16 (Execution of the Agreement) of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon the signature by each of the Parties. This Pre-Funding Agreement is provided to the Central Bank of ~~Greece~~ the Portuguese Republic for information. Represented by [Mr. Xxxxx Xxxxxxx, Chief Executive Officer / Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial ~~Officer~~ Officer] Represented by ~~(to be issued on official letterhead of the Legal Advisor to the State at the Ministry of Finance)~~ [~~place~~Lisbon, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as ~~Legal Advisor to~~ Secretary of State of the ~~State at~~ Presidency of the ~~Ministry~~ Council of ~~Finance~~Ministers, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the ~~Hellenic~~ Portuguese Republic (hereinafter referred to as the "Beneficiary Member State"~~), the Hellenic Financial Stability Fund as guarantor~~ ) and ~~the Bank of Greece~~ Banco de Portugal on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●•]] between the Commission, the Beneficiary Member State and ~~the Bank of Greece~~ Banco de Portugal (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and ~~the Bank of Greece~~Banco de Portugal, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the ~~Bank of Greece~~Banco de Portugal) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and ~~the Bank of Greece~~ Banco de Portugal and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to ~~Hellenic~~ Portuguese law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in ~~Greece~~the Portuguese Republic, the Beneficiary Member State is by the execution of the Agreement by ~~[●]~~Xx. Xxxxx Xxxxx Xxxxxx Xxxxxx, Minister of State and Finance, validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under ~~Hellenic~~ Portuguese law for enforcement against the Beneficiary Member State and ~~the Bank of Greece~~Banco de Portugal. The enforcement of the Agreement would not be contrary to mandatory provisions of ~~Hellenic~~ Portuguese law, to the ordre public of the ~~Hellenic~~ Portuguese Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and ~~the Bank of Greece~~Banco de Portugal. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in the ~~Hellenic~~ Portuguese Republic. 7. No taxes, duties, fees or other charges imposed by the ~~Hellenic~~ Portuguese Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The signature of the Agreement by ~~[●]~~Xx. Xxxxxx xx Silva Costa, the Governor of ~~the Bank of Greece~~ Banco de Portugal legally and validly binds ~~the Bank of Greece~~Banco de Portugal. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and ~~the Bank of Greece~~ Banco de Portugal in accordance with ~~Hellenic~~ Portuguese law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause ~~15(3~~14(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the ~~Hellenic~~ Portuguese Republic. 12. Neither the Beneficiary Member State nor ~~the Bank of Greece~~ Banco de Portugal nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The ~~execution of~~ Agreement and the MoU as executed comply with all domestic Constitutional requirements for the Agreement ~~has~~ and the MoU to be operative as a matter of Portuguese law and binding on the Beneficiary Member State and Banco de Portugal and have been made upon the provisions of ~~[insert appropriate reference to Hellenic law]~~Article 182 and Article 199.° (g) of the Portuguese Constitution. 14. The Agreement ~~has been validly~~ and the MoU are fully valid and do not need to be ratified in accordance with the provisions of ~~[insert appropriate reference to Hellenic law]~~the Portuguese Constitution. 15. The Portuguese Courts retain jurisdiction to decide on whether individual future legislative measures passed with a view to compliance with the MoU are themselves compatible with the Portuguese Constitution and the International Law binding the Beneficiary Member State. However, this does not in any way detract from the opinions expressed in this opinion regarding the validity, binding nature, enforceability and compatibility with the Constitution of (i) the Agreement and (ii) the MoU. 16. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and ~~the Bank of Greece~~ Banco de Portugal and all the obligations of the Beneficiary Member State and ~~the Bank of Greece~~ Banco de Portugal in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank Secretary of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State ~~and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf~~ of the ~~Guarantor. I have examined originals or copies~~ Presidency of the ~~execution versions~~ Council of Ministers of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; andPortuguese Republic LIST OF CONTACTS1 1 These pages are left intentionally blank for publication purposes

Appears in 1 contract

Samples: Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: ~~Loan~~ Bank Recapitalisation Facility: Facility Specific Terms Annex 1: Form of Request for Funds Annex 2: Form of Acceptance Notice Annex 3: Form of Confirmation Notice Executed in ~~Athens~~ Madrid on and in Luxembourg on Represented by Xxxxx Xxxxxxx, Chief Executive Officer Represented by [~~●] [●~~] Represented by [●] ], Governor of the Bank of Spain Represented by [●] ~~Represented by [●] and in Luxembourg on~~ This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer ~~and~~ or Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) ~~The Hellenic Republic~~ Kingdom of Spain (hereinafter referred to as "~~Greece~~Spain"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), Herein jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the ~~Hellenic Financial Stability Fund~~ Fondo de Reestructuración Ordenada Bancaria and the Bank of ~~Greece~~ Spain are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 1314, 14 15 and 15 17 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of ~~Greece~~ Spain for information. Represented by ~~Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer~~ [] Represented by [] (to be issued on official letterhead of ~~the Legal Advisor to the State at the Ministry of Finance)~~ [] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as ~~Legal Advisor to the State at the Ministry of Finance~~[], I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), ~~the Hellenic Republic~~ Kingdom of Spain (hereinafter referred to as the "Beneficiary Member State"), the ~~Hellenic Financial Stability Fund~~ Fondo de Reestructuración Ordenada Bancaria as guarantor and the Bank of ~~Greece~~ Spain on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] ~~[and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece~~ (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of ~~Greece~~Spain, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of ~~Greece~~Spain) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of ~~Greece~~ Spain and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to ~~Hellenic~~ Spanish law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in ~~Greece, the Beneficiary~~ Spain t e Be e ar Member State ~~is by the execution of the Agreement by~~ s b t e e e t t e A xxxxx x x [●], ] validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. ~~The Beneficiary~~ T e Be e ar Member State’s ~~execution, delivery and performance of the~~ e e t e er a er rma e t e Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under ~~Hellenic~~ Spanish law for enforcement against the Beneficiary Member State and the Bank of ~~Greece~~Spain. The enforcement of the Agreement would not be contrary to mandatory provisions of ~~Hellenic~~ Spanish law, to the ordre public of ~~the Hellenic Republic~~Spain, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of ~~Greece~~Spain. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in ~~the Hellenic Republic~~Spain. 7. No taxes, duties, fees or other charges imposed by ~~the Hellenic Republic~~ Spain or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. ~~The signature of the Agreement by~~ T e s at re x x X xxxxx t b [●], the Governor of the Bank of ~~Greece~~ Spain legally and validly binds the Bank of ~~Greece~~Spain. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of ~~Greece~~ Spain in accordance with ~~Hellenic~~ Spanish law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in ~~the Hellenic Republic~~Spain. 12. Neither the Beneficiary Member State nor the Bank of ~~Greece~~ Spain nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to ~~Hellenic~~ Spanish law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to ~~Hellenic~~ Spanish law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of ~~Greece~~ Spain and all the obligations of the Beneficiary Member State and the Bank of ~~Greece~~ Spain in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 1 contract

Samples: Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: ~~Loan~~ Bank Recapitalisation Facility: Facility Specific Terms Annex 1: Form of Request for Funds Annex 2: Form of Acceptance Notice Annex 3: Form of Confirmation Notice Executed in ~~Athens~~ Madrid on and in Luxembourg on Represented by Xxxxx Xxxxxxx, Chief Executive Officer Represented by [~~●] [●~~] Represented by [●] ], Governor of the Bank of Spain Represented by [●] ~~Represented by [●] and in Luxembourg on~~ This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer ~~and~~ or Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) ~~The Hellenic Republic~~ Kingdom of Spain (hereinafter referred to as "~~Greece~~Spain"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), Herein jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the ~~Hellenic Financial Stability Fund~~ Fondo de Reestructuración Ordenada Bancaria and the Bank of ~~Greece~~ Spain are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 1314, 14 15 and 15 17 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of ~~Greece~~ Spain for information. Represented by ~~Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer~~ [] Represented by [] (to be issued on official letterhead of ~~the Legal Advisor to the State at the Ministry of Finance)~~ [] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as ~~Legal Advisor to the State at the Ministry of Finance~~[], I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), ~~the Hellenic Republic~~ Kingdom of Spain (hereinafter referred to as the "Beneficiary Member State"), the ~~Hellenic Financial Stability Fund~~ Fondo de Reestructuración Ordenada Bancaria as guarantor and the Bank of ~~Greece~~ Spain on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] ~~[and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece~~ (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of ~~Greece~~Spain, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of ~~Greece~~Spain) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of ~~Greece~~ Spain and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to ~~Hellenic~~ Spanish law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in ~~Greece,~~ Spain the Beneficiary Member State is by the ~~execution of~~ e ecuti n f the ~~Agreement~~ A reement by [●], ] validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s ~~execution, delivery and performance of~~ e ecuti n e i ery an erf rmance f the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under ~~Hellenic~~ Spanish law for enforcement against the Beneficiary Member State and the Bank of ~~Greece~~Spain. The enforcement of the Agreement would not be contrary to mandatory provisions of ~~Hellenic~~ Spanish law, to the ordre public of ~~the Hellenic Republic~~Spain, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of ~~Greece~~Spain. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in ~~the Hellenic Republic~~Spain. 7. No taxes, duties, fees or other charges imposed by ~~the Hellenic Republic~~ Spain or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The ~~signature of~~ si nature f the ~~Agreement~~ A reement by [●], the Governor of the Bank of ~~Greece~~ Spain legally and validly binds the Bank of ~~Greece~~Spain. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of ~~Greece~~ Spain in accordance with ~~Hellenic~~ Spanish law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in ~~the Hellenic Republic~~Spain. 12. Neither the Beneficiary Member State nor the Bank of ~~Greece~~ Spain nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to ~~Hellenic~~ Spanish law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to ~~Hellenic~~ Spanish law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of ~~Greece~~ Spain and all the obligations of the Beneficiary Member State and the Bank of ~~Greece~~ Spain in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 1 contract

Samples: Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: Loan Facility: Facility Specific Terms Executed in Athens on Represented by [●] [●] Represented by [●] Represented by [●] Represented by [●] and in Luxembourg on This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer and Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), ~~Herein~~ Xxxxxx jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the Hellenic Financial Stability Fund and the Bank of Greece are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 13, 14 and 15 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of Greece for information. Represented by Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer Represented by (to be issued on official letterhead of the Legal Advisor to the State at the Ministry of Finance) [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as Legal Advisor to the State at the Ministry of Finance, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of Greece) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Beneficiary Member State is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under Hellenic law for enforcement against the Beneficiary Member State and the Bank of Greece. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of Greece. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in the Hellenic Republic. 7. No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The signature of the Agreement by [●], the Governor of the Bank of Greece legally and validly binds the Bank of Greece. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece in accordance with Hellenic law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic. 12. Neither the Beneficiary Member State nor the Bank of Greece nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to Hellenic law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as counsel to the Hellenic Financial Stability Fund, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 1 contract

Samples: Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: Loan Facility: Facility Specific Terms Executed in Athens on ~~Represented by [●] [●] Represented by [●] Represented by [●] Represented by [●]~~ and in Luxembourg on Represented by Xxxxx Xxxxxxx, Chief Executive Officer Represented by Represented by Represented by This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer ~~and~~ or Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), Herein jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the Hellenic Financial Stability Fund and the Bank of Greece are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 13, 14 and 15 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of Greece for information. Represented by Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer Represented by ~~(to be issued on official letterhead of the Legal Advisor to the State at the Ministry of Finance)~~ [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as Legal Advisor to the State at the Ministry of Finance, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of Greece) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Beneficiary Member State is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under Hellenic law for enforcement against the Beneficiary Member State and the Bank of Greece. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of Greece. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in the Hellenic Republic. 7. No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The signature of the Agreement by [●], the Governor of the Bank of Greece legally and validly binds the Bank of Greece. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece in accordance with Hellenic law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic. 12. Neither the Beneficiary Member State nor the Bank of Greece nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to Hellenic law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as special counsel to the Hellenic Financial Stability ~~Fund~~Fund specifically in connection with its entry into the Agreement (as defined below) as Guarantor (as defined below), I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have ~~made such other investigations and~~ reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this ~~opinion~~opinion and no opinion is expressed as to the laws of any other jurisdiction. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 1 contract

Samples: Master Financial Assistance Facility Agreement

Annexes and Schedules. The Annexes and Schedules of this Agreement shall constitute an integral part hereof and as of the date of this Agreement comprise: Annex 1: Form of Pre-Funding Agreement Annex 2: Forms of Legal Opinions Annex 3: List of Contacts Schedule 1: Loan Facility: Facility Specific Terms Executed in Athens on ~~Represented by [●] [●] Represented by [●] Represented by [●] Represented by [●]~~ and in Luxembourg on Represented by Xxxxx Xxxxxxx, Chief Executive Officer Represented by Represented by Represented by This Authorisation for Pre-funding and Indemnity Agreement is made by and between: (A) European Financial Stability Facility ("EFSF"), a société anonyme incorporated in Luxembourg with its registered office at 00, xxxxxx Xxxx X. Xxxxxxx, L-1855 Luxembourg (R.C.S. Luxembourg B153.414), represented by Mr. Xxxxx Xxxxxxx, Chief Executive Officer ~~and~~ or Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer; and (B) The Hellenic Republic (hereinafter referred to as "Greece"), represented by the Minister of Finance, as the Beneficiary Member State (the "Beneficiary Member State"), ~~Herein~~ Xxxxxx jointly referred to as the "Parties" and each of them a "Party". 1. The Parties, the Hellenic Financial Stability Fund and the Bank of Greece are parties to a Master Financial Assistance Facility Agreement dated [●] under which EFSF has agreed to make available to the Beneficiary Member State a Master Facility in an Aggregate Financial Assistance Amount of up to EUR [●] billion, as amended and supplemented by the Facility Specific Terms dated [●] in respect of the EUR [●] Facility (together, the "FFA"). Terms defined in the FFA shall have the same meaning in this Pre-Funding Agreement. 2. The Financial Assistance will be made available in one or more Instalments each of which may be disbursed in one or more Tranches. EFSF and the Beneficiary Member State hereby acknowledge and agree that advance borrowings in the form of Pre-Funding Operations may be effected by EFSF for the purpose of pre-funding a future Instalment whether or not a written Request for Funds from the Beneficiary Member State has been delivered to EFSF and prior to the issuance of an Acceptance Notice by EFSF. The Beneficiary Member State hereby authorises EFSF to enter into such Pre-Funding Operations in respect of the Instalment due following the [●] periodic review in a maximum aggregate amount of principal of EUR [●]. 3. The Beneficiary Member State hereby undertakes to pay to EFSF all costs (including the Negative Carry, as defined in the FFA, and all commissions, fees and costs) resulting from such Pre-Funding Operations, even if for whatever reason, in particular due to time needed for decision-making relating to the provision of the Financial Assistance based on the compliance with Clauses 3 and 4 of the FFA, the disbursement to the Beneficiary Member State of the net proceeds of the relevant Pre-Funding Operations is delayed or it does not take place. 4. For a pre-funded Instalment that is subsequently disbursed (becoming thereafter treated as a Financing), the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments until the relevant Disbursement Date (or the date on which the proceeds of the relevant Funding Instruments are used to refinance any other Funding Instruments) or, if the proceeds of the Pre-Funding Operation are not partly or entirely disbursed, until the maturity of the relevant Funding Instrument for the undisbursed proceeds. For a pre-funded Instalment where the disbursement is delayed, for whichever reason, the Cost of Carry accrues from the date EFSF commences incurring liability for interest under the relevant Funding Instruments and until the date that a final decision on the use of the funds has been taken by EFSF, after consultation with the Beneficiary Member State. For a pre-funded Instalment that is not subsequently disbursed, the Member State remains liable for all the costs incurred by EFSF in relation to the Pre- Funding Operations, in accordance with Clause 4(7) of the FFA. 5. The Beneficiary Member State shall, on the Disbursement Date specified in the relevant Acceptance Notice (if any) or within five (5) Business Days of demand by EFSF, pay all costs incurred by EFSF in relation to Pre-Funding Operations (including financing costs, margin, Negative Carry, losses, costs, hedging costs or other fees or expenses) regardless of whether any Financial Assistance is in fact made available provided that the maximum aggregate amount of principal for Pre-Funding Operations is the amount specified in paragraph 2 above. 6. If the Beneficiary Member State fails to pay any amount under this Pre-Funding Agreement on the date it is due for payment, this shall constitute an Event of Default under Clause 9(1) of the FFA. 7. The fact that EFSF is prepared to carry out and enter into a Pre-Funding Operation will not condition in any respect its decision regarding the compliance by the Beneficiary Member State with the economic policy conditions of the MoU and the Decision or on whether the conditions precedent to the provision of any Financial Assistance under any Instalment have been satisfied. 8. Once the conditions foreseen in Clause 3 and 4 of the FFA are fulfilled and an Acceptance Notice has been issued and acknowledged, EFSF will issue a Confirmation Notice for the Financial Assistance prefunded. 9. Clauses 12, 13, 14 and 15 of the FFA shall also apply to this Pre-Funding Agreement as if references to "this Agreement" were to this Pre-Funding Agreement. 10. This Pre-Funding Agreement enters into force upon signature by the Parties. This Pre-Funding Agreement is provided to the Bank of Greece for information. Represented by Xx. Xxxxxxxxxx Xxxxxxx, Deputy Chief Executive Officer / Chief Financial Officer Represented by ~~(to be issued on official letterhead of the Legal Advisor to the State at the Ministry of Finance)~~ [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as Legal Advisor to the State at the Ministry of Finance, I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Beneficiary Member State. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Beneficiary Member State and the Bank of Greece, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have made such other investigations and reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Beneficiary Member State and the Bank of Greece) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Beneficiary Member State and the Bank of Greece and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this opinion. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Beneficiary Member State is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. In particular, the provisions of the Agreement relating to the provision of Financial Assistance are fully valid. 2. The Beneficiary Member State’s execution, delivery and performance of the Agreement and signature of the MoU: (i) have been duly authorised by all necessary consents, actions, approvals and authorisations; and (ii) have not and will not violate any applicable law, regulation or ruling of any competent authority or any agreement or treaty binding on it or any of its agencies. 3. The representations and warranties given by the Beneficiary Member State in the Agreement are true and accurate. 4. Nothing in this Agreement contravenes or limits the rights of the Beneficiary Member State to make punctual and effective payment of any sum due for the principal, interest or other charges under the Agreement. 5. The Agreement is in proper legal form under Hellenic law for enforcement against the Beneficiary Member State and the Bank of Greece. The enforcement of the Agreement would not be contrary to mandatory provisions of Hellenic law, to the ordre public of the Hellenic Republic, to international treaties or to generally accepted principles of international law binding on the Beneficiary Member State and the Bank of Greece. 6. It is not necessary in order to ensure the legality, validity or enforceability of the Agreement that it be filed, recorded, or enrolled with any court or authority in the Hellenic Republic. 7. No taxes, duties, fees or other charges imposed by the Hellenic Republic or any taxing authority thereof or therein are payable in connection with the execution and delivery of the Agreement and with any payment or transfer of principal, interest, commissions and other sums due under the Agreement. 8. No exchange control authorisations are required and no fees or other commission are to be paid on the transfer of any sum due under the Agreement. 9. The signature of the Agreement by [●], the Governor of the Bank of Greece legally and validly binds the Bank of Greece. 10. The choice of English law as governing law for the Agreement is a valid choice of law binding the Beneficiary Member State and the Bank of Greece in accordance with Hellenic law. 11. The Beneficiary Member State has legally, effectively and irrevocably submitted to the exclusive jurisdiction of the Courts of the Grand Duchy of Luxembourg and the jurisdiction of the other courts referred to in Clause 15(3) of the Agreement in connection with the Agreement and any judgement of this court would be conclusive and enforceable in the Hellenic Republic. 12. Neither the Beneficiary Member State nor the Bank of Greece nor any of their respective property is immune on the grounds of sovereignty or otherwise from jurisdiction, attachment – whether before or after judgement – or execution in respect of any action or proceeding relating to the Agreement. 13. The execution of the Agreement has been made upon the provisions of [insert appropriate reference to Hellenic law]. 14. The Agreement has been validly ratified in accordance with the provisions of [insert appropriate reference to Hellenic law]. 15. In conclusion, the Agreement has been duly executed on behalf of the Beneficiary Member State and the Bank of Greece and all the obligations of the Beneficiary Member State and the Bank of Greece in relation to the Agreement are valid, binding and enforceable in accordance with their terms and nothing further is required to give effect to the same. [Signatory] [place, date] To: European Financial Stability Facility 00, xxxxxx Xxxx X. Xxxxxxx L-1855 Luxembourg Attention: Chief Financial Officer Dear Sirs, In my capacity as special counsel to the Hellenic Financial Stability ~~Fund~~Fund specifically in connection with its entry into the Agreement (as defined below) as Guarantor (as defined below), I refer to the above referenced Master Financial Assistance Facility Agreement and all its Annexes and Schedules which constitute an integral part thereof (hereinafter together referred to as the "Agreement") entered into between the European Financial Stability Facility (hereinafter referred to as "EFSF"), the Hellenic Republic (hereinafter referred to as the "Beneficiary Member State"), the Hellenic Financial Stability Fund as guarantor (hereinafter referred to as the "Guarantor") and the Bank of Greece on [insert date]. I also refer to the Memorandum of Understanding signed on [insert date] [and its subsequent updates the most recent of which was signed on [●]] between the Commission, the Beneficiary Member State and the Bank of Greece (hereinafter referred to as the "MoU"). I warrant that I am fully competent to issue this legal opinion in connection with the Agreement on behalf of the Guarantor. I have examined originals or copies of the execution versions of the Agreement and of the MoU. I have also examined the relevant provisions of national and international law applicable to the Guarantor, the powers of signatories and such other documents as I have deemed necessary or appropriate. Furthermore, I have ~~made such other investigations and~~ reviewed such matters of law as I have considered relevant to the opinion expressed herein. I have assumed (i) the genuineness of all signatures (except those on behalf of the Guarantor) and the conformity of all copies to originals, (ii) the capacity and power to enter into the Agreement of, and their valid authorisation and signing by, each Party other than the Guarantor and (iii) the validity, binding effect and enforceability of the Agreement on each Party under the laws of England. Terms used and not defined in this opinion shall have the meaning set out in the Agreement and in the MoU. This opinion is limited to Hellenic law as it stands at the date of this ~~opinion~~opinion and no opinion is expressed as to the laws of any other jurisdiction. Subject to the foregoing, I am of the opinion that: 1. With respect to the laws, regulations and legally binding decisions currently in force in Greece, the Guarantor is by the execution of the Agreement by [●], validly and irrevocably committed to fulfil all of its obligations under it. 2. The Guarantor’s execution, delivery and performance of the Agreement: (i) has been duly authorised by all necessary consents, actions, approvals and authorisations; and

Appears in 1 contract

Samples: Master Financial Assistance Facility Agreement

Common use of Annexes and Schedules Clause in Contracts