Common use of Implementation with Respect to Legal Disclosures Clause in Contracts

Implementation with Respect to Legal Disclosures. (a) All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted shall be made solely to the office of the General Counsel of the Company, and all responses thereunder shall be made solely to the office of the Head of Corporate Advisory Legal of NAB. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8. (b) All requests for information or documents under Sections 4.7(a)(ii) shall be made solely to the office of the Head of Corporate Advisory Legal of NAB, and all responses thereunder shall be made solely to the office of the General Counsel of the Company. (c) If the Party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 or 6.3 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith and enter into a customary common interest agreement in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Information Party informs the other Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, but only to the extent and for the time necessary to preserve the privileged character thereof.

Implementation with Respect to Legal Disclosures. (a) All responses to requests for information or documents under Sections 4.13.01, 4.23.02, 4.7(a)(i3.04(a)(ii), 3.05, 3.06(a)(i) or 6.3 4.02 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted by the Company and its Subsidiaries shall be made solely to the office of the General Counsel of the CompanyXxxxxxxx S.p.A., and all responses thereunder the Parties shall be made solely discuss in good faith and implement any protocols reasonably necessary or appropriate to the office of the Head of Corporate Advisory Legal of NABpreserve any such privilege. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB Xxxxxxxx S.p.A. has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.83.07. (b) All requests for information or documents under Sections 4.7(a)(iiSection 3.06(a)(ii) and shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABXxxxxxxx S.p.A., and all responses thereunder shall be made solely to the office of the General Counsel of the Company. (c) If the Party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 or 6.3 this Section 3.07 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall will work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss or potential loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith and enter into a customary common interest agreement in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Information Party informs the other Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement Common Interest Agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, documents but only to the extent and for the time necessary to preserve the privileged character thereof.

Implementation with Respect to Legal Disclosures. (a) All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i4.2 or 4.6(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted shall be made solely to the office of the General Counsel of the Company, with a copy to the Company Bank Subsidiary, Attention: Xxxxx Xxxx (or as the Company shall otherwise direct in writing), and all responses thereunder shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABBNP Paribas USA. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB BNPP has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.84.6. (b) All requests for information or documents under Sections 4.7(a)(iiSection 4.6(a)(ii) shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABBNP Paribas USA, and all responses thereunder shall be made solely to the office of the General Counsel of the Company, with a copy to the Company Bank Subsidiary, Attention: Xxxxx Xxxx (or as the Company shall otherwise direct in writing). (c) If the Party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 4.2 or 6.3 4.6 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith and enter into a customary common interest agreement in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Information Party informs the other Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, but only to the extent and for the time necessary to preserve the privileged character thereof.such

Implementation with Respect to Legal Disclosures. (a) All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted under Sections 4.1, 4.2, 4.7(a)(i) or 6.5 shall be made solely to the office of the General Counsel of the Company, and all responses thereunder shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABAXA. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB AXA has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8. (b) All requests for information or documents under Sections 4.7(a)(iiSection 4.7(a) shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABAXA, and all responses thereunder shall be made solely to the office of the General Counsel of the Company. (c) If the Party party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 or 6.3 this Section 4.8 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall parties will work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith Company and AXA agree to enter into a customary common interest agreement Common Interest Agreement, in substantially the form attached hereto as Annex D, in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties parties and external counsel to the Information Party informs the other Party party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement Common Interest Agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, documents but only to the extent and for the time necessary to preserve the privileged character thereof.

Implementation with Respect to Legal Disclosures. (a) All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted under Sections 4.1, 4.2, 4.7(a)(i) or 6.5 shall be made solely to the office of the General Counsel Chief Legal Officer of the Company, and all responses thereunder shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABING Group. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB ING Group has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8. (b) All requests for information or documents under Sections 4.7(a)(ii) shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABING Group, and all responses thereunder shall be made solely to the office of the General Counsel Chief Legal Officer of the Company. (c) If the Party party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 or 6.3 this Section 4.8 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall parties will work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith Company and ING Group agree to enter into a customary common interest agreement agreement, in substantially the form attached hereto as Annex D, in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties parties and external counsel to the Information Party informs the other Party party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, documents but only to the extent and for the time necessary to preserve the privileged character thereof.

Implementation with Respect to Legal Disclosures. (a) All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i4.2 or 4.6(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted shall be made solely to the office of the General Counsel of the Company, with a copy to the Company Bank Subsidiary, Attention: Xxxxx Xxxx (or as the Company shall otherwise direct in writing), and all responses thereunder shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NAB. BNP Paribas USA, Inc. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB BNPP has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.84.6. (b) All requests for information or documents under Sections 4.7(a)(iiSection 4.6(a)(ii) shall be made solely to the office of the Head General Counsel of Corporate Advisory Legal of NABBNP Paribas USA, Inc. and all responses thereunder shall be made solely to the office of the General Counsel of the Company, with a copy to the Company Bank Subsidiary, Attention: Xxxxx Xxxx (or as the Company shall otherwise direct in writing). (c) If the Party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 4.2 or 6.3 4.6 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith and enter into a customary common interest agreement in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Information Party informs the other Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, but only to the extent and for the time necessary to preserve the privileged character thereof.

Implementation with Respect to Legal Disclosures. (a) All requests for information or documents under Sections 4.1, 4.2, 4.7(a)(i) or 6.3 relating to legal or regulatory matters or with respect to which legal privilege may be sought or asserted shall be made solely to the office of the General Counsel of the Company, and all responses thereunder shall be made solely to the office of the Head of Corporate Advisory Legal of NAB. For the avoidance of doubt, such information or documents contained in databases, reports or systems of the Company to which NAB has unrestricted access prior to the date hereof may be redacted, or access to the relevant databases, reports or systems may be restricted or denied, to the extent necessary so that such information and documents are handled in accordance with this Section 4.8.. -21- SC1:3686837.8 (b) All requests for information or documents under Sections 4.7(a)(ii) shall be made solely to the office of the Head of Corporate Advisory Legal of NAB, and all responses thereunder shall be made solely to the office of the General Counsel of the Company. (c) If the Party required to deliver the information or documents pursuant to Sections 4.1, 4.2, 4.7 or 6.3 (the “Information Party”) believes in good faith, based upon legal advice (from internal or external counsel), that the delivery of any information or documents pursuant to this Agreement would cause the loss of any applicable legal privilege (or create a risk of such loss), then both Parties shall work in good faith to determine an alternate means of delivering the requested information or documents, or the substance thereof, that does not result in the loss of such privilege. If needed to preserve a legal privilege, the Parties shall negotiate in good faith and enter into a customary common interest agreement in advance of, and as a condition to, such delivery. Notwithstanding the foregoing, if no alternate means can be agreed by the Parties and external counsel to the Information Party informs the other Party in writing that a common interest cannot be established, or with sufficient confidence be asserted, to preserve the legal privilege with respect to the information or documents in question, even if a common interest agreement were to be entered into, or that for any other reason the information or documents cannot be delivered without loss of the legal privilege (such external counsel to explain the reasons for its conclusion briefly but in reasonable detail so that the other Party can review the legal analysis with its own counsel), then the Information Party is excused from providing such information or documents, but only to the extent and for the time necessary to preserve the privileged character thereof.