Common use of GENERAL RESPONSIBILITIES OF THE PARTICIPANT Clause in Contracts

GENERAL RESPONSIBILITIES OF THE PARTICIPANT. 4.1 The Participant covenants and undertakes to the Reclaim Fund that it shall: (a) perform its duties and obligations under this agreement in such manner and with the same level of skill, care and diligence as would a reasonable and prudent Bank or Building Society; (b) without prejudice to clause 3.4, ensure and be responsible for ensuring that all information provided to the Reclaim Fund (including any information which is provided on a Data Submission Form) is (when given) in all material respects up to date, accurate and not misleading (save in respect of any forward-looking information, in relation to which the Participant shall ensure and be responsible for ensuring that such information is a reasonable forecast and is in all material respects up to date, accurate and not misleading to the best of the Participant's knowledge and belief after making due and careful enquiry); (c) ensure and be responsible for ensuring that full and accurate records of accounts of Dormant Account Holders relating to all Transferred Dormant Account Balances including the terms and conditions of such accounts (to the extent that they were available to the Participant prior to the transfer of such Dormant Account Balances to the Reclaim Fund) are retained to enable the Participant to comply with its obligations under this agreement and to demonstrate compliance to the Reclaim Fund if required to do so; (d) unless prevented by any Applicable Laws and Regulations, provide promptly to the Reclaim Fund, upon the Reclaim Fund's reasonable request in writing, any Records reasonably required by the Reclaim Fund for the purpose of enabling the Reclaim Fund to comply with Applicable Laws and Regulations; (e) upon the Reclaim Fund's reasonable request as part of any verification review conducted by the Reclaim Fund under clause 14, demonstrate to the Reclaim Fund's reasonable satisfaction (by producing reasonable evidence), amongst other things, that: (i) the Participant has adopted a reasonable and appropriate approach to calculating Transferred Dormant Account Balances (including any Transferred Accruing Interest) transferred by the Participant to the Reclaim Fund and that these have been correctly calculated by the Participant to include the appropriate adjustments up to and including the Transfer Date (and include all Accrued Interest); (ii) Non-Transferred Accruing Interest (if any) can be identified in respect of all categories of Transferred Dormant Account Balances (whether relating to Category 1 Accounts, Category 2 Accounts or Category 3 Accounts); and (iii) any and all amounts for which the Participant has requested reimbursement from the Reclaim Fund in a Reclaim Certificate: (A) have, to the extent they relate to Transferred Dormant Account Balances (including, where appropriate, any Specified Account Balance), been paid to each Dormant Account Holder after appropriate investigation by the Participant and after being satisfied reasonably that the repayment related to that Dormant Account Holder's Transferred Dormant Account Balance, in each case in the same manner and on the same basis as if the relevant Transferred Dormant Account Balance had not been transferred to the Reclaim Fund; and (B) otherwise satisfy the representations and warranties given by the Participant in clause 2.4); (f) use all reasonable endeavours to provide not less than thirty (30) Business Days' prior notice in writing to the Reclaim Fund before making any changes to the manner in which the Participant calculates Transferred Dormant Account Balances, or seeks to determine the identity of the holders of Dormant Accounts or its approach to re-uniting holders with their Dormant Accounts in each case where, in the reasonable judgement of the Participant, such change could have a material impact on the Reclaim Fund; (g) provide to the Reclaim Fund upon execution of this agreement and from time to time: (i) an authorised signatories list, together with specimen signatures, which includes all persons who have authority to act on behalf of the Participant in all of the Participant's dealings with the Reclaim Fund; and (ii) an authorised users list for the purpose of utilising the Reclaim Fund's electronic file transfer system (as referred to in the Reclaim Fund Handbook), which the Participant may modify from time to time by giving notice in writing to the Reclaim Fund (such changes to take effect only once notice in writing has been received by the Reclaim Fund); (h) notify the Reclaim Fund in writing promptly if any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or, in the case of a Participant which is a Bank, for a bank insolvency order or bank administration order or, in the case of a Participant which is a Building Society, for a building society insolvency order or a building society special administration order except where a petition for liquidation or documents for administration presented by a creditor is being contested by the Participant in good faith and in the reasonable opinion of the Participant (following appropriate professional advice) is reasonably likely to be discharged or struck out within twenty

GENERAL RESPONSIBILITIES OF THE PARTICIPANT. ‌ 4.1 The Participant covenants and undertakes to the Reclaim Fund that it shall: (a) perform its duties and obligations under this agreement in such manner and with the same level of skill, care and diligence as would a reasonable and prudent Bank or Building Society; (b) without prejudice to clause 3.43.4 of this Part C, ensure and be responsible for ensuring that all information provided to the Reclaim Fund (including any information which is provided on a Data Submission Form) is (when given) in all material respects up to date, accurate and not misleading (save in respect of any forward-looking information, in relation to which the Participant shall ensure and be responsible for ensuring that such information is a reasonable forecast and is in all material respects up to date, accurate and not misleading to the best of the Participant's knowledge and belief after making due and careful enquiry); (c) ensure and be responsible for ensuring that full and accurate records of accounts of Dormant Account Holders relating to all Transferred Dormant Account Balances including the terms and conditions of such accounts (to the extent that they were available to the Participant prior to the transfer of such Dormant Account Balances to the Reclaim Fund) are retained to enable the Participant to comply with its obligations under this agreement and to demonstrate compliance to the Reclaim Fund if required to do so; (d) unless prevented by any Applicable Laws and Regulations, provide promptly to the Reclaim Fund, upon the Reclaim Fund's reasonable request in writing, any Records reasonably required by the Reclaim Fund, including for the purposes of this agreement, any information that the Reclaim Fund may reasonably request for the purposes of verifying that the Remaining Balance will be or has been transferred to one or more Eligible Charities, for the purpose of enabling the Reclaim Fund to comply with Applicable Laws and Regulations; (e) upon the Reclaim Fund's reasonable request as part of any verification review conducted by the Reclaim Fund under clause 1414 of this Part C, demonstrate to the Reclaim Fund's reasonable satisfaction (by producing reasonable evidence), amongst other things, that: (i) the Participant has adopted a reasonable and appropriate approach to calculating Transferred Dormant Account Balances (including any Transferred Accruing Interest) transferred by the Participant to the Reclaim Fund and/or to one or more Eligible Charities and that these have been correctly calculated by the Participant to include the appropriate adjustments up to and including the Transfer Date (and include all Accrued Interest); (ii) Non-Transferred Accruing Interest (if any) can be identified in respect of all categories of Transferred Dormant Account Balances (whether relating to Category 1 Accounts, Category 2 Accounts or Category 3 Accounts); and (iii) any and all amounts for which the Participant has requested reimbursement from the Reclaim Fund in a Reclaim Certificate: (A) have, to the extent they relate to Transferred Dormant Account Balances (including, where appropriate, any Specified Account Balance), been paid to each Dormant Account Holder after appropriate investigation by the Participant and after being satisfied reasonably that the repayment related to that Dormant Account Holder's Transferred Dormant Account Balance, in each case in the same manner and on the same basis as if the relevant Transferred Dormant Account Balance had not been transferred to the Reclaim FundFund and/or to one or more Eligible Charities; and (B) otherwise satisfy the representations and warranties given by the Participant in clause 2.42.4 of this Part C); (f) use all reasonable endeavours to provide not less than thirty (30) Business Days' prior notice in writing to the Reclaim Fund before making any changes to the manner in which the Participant calculates Transferred Dormant Account Balances, or seeks to determine the identity of the holders of Dormant Accounts or its approach to re-uniting holders with their Dormant Accounts in each case where, in the reasonable judgement of the Participant, such change could have a material impact on the Reclaim Fund; (g) provide to the Reclaim Fund upon execution of this agreement and from time to time: (i) an authorised signatories list, together with specimen signatures, which includes all persons who have authority to act on behalf of the Participant in all of the Participant's dealings with the Reclaim Fund; and (ii) an authorised users list for the purpose of utilising the Reclaim Fund's specified electronic file transfer system (as referred to in the Reclaim Fund Handbook)) to the extent that the Reclaim Fund determines this to be appropriate and notifies the Participant as such, which the Participant may modify from time to time by giving notice in writing to the Reclaim Fund (such changes to take effect only once notice in writing has been received by the Reclaim Fund); (h) notify the Reclaim Fund in writing promptly if any person presents a petition, or files documents with a court or any registrar, for its winding-up, administration, dissolution or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or, in the case of a Participant which is a Bank, for a bank insolvency order or bank administration order or, in the case of a Participant which is a Building Society, for a building society insolvency order or a building society special administration order except where a petition for liquidation or documents for administration presented by a creditor is being contested by the Participant in good faith and in the reasonable opinion of the Participant (following appropriate professional advice) is reasonably likely to be discharged or struck out within twentytwenty (20) Business Days; and (i) notify the Reclaim Fund in writing promptly if the FCA informs the Participant that it considers that the Participant is failing or is likely to fail to satisfy the threshold conditions within the meaning of section 41(1) of FSMA. 4.2 In relation to managing and/or administering the relationship with Dormant Account Holders, the Participant covenants and undertakes to the Reclaim Fund that it shall: (a) deal with each Dormant Account Holder in the same manner and with the same level of skill, care and diligence as if the Transferred Dormant Account Balance had not been transferred to the Reclaim Fund and/or to one or more Eligible Charities and shall apply the same policies, procedures and standards of care and service to Dormant Account Holders as it does to its existing customers; (b) as agent of the Reclaim Fund, pay Dormant Account Holders amounts due to them in connection with Transferred Dormant Account Balances promptly in accordance with clause 2.2 of this Part C and the terms and conditions of their Dormant Account on the same basis as if the relevant Transferred Dormant Account Balances had not been transferred to the Reclaim Fund and/or to one or more Eligible Charities;