Common use of STRICTLY PRIVATE AND CONFIDENTIAL Clause in Contracts

STRICTLY PRIVATE AND CONFIDENTIAL. 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

STRICTLY PRIVATE AND CONFIDENTIAL. being satisfied reasonably that the repayment related to that Dormant 1.6 The Participant may transfer Specified 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 Balances (Category 2 Accounts or Category 3 Accounts) to the Reclaim Fund; Fund and (Bone or more Eligible Charities but only with the prior consent in writing of the Reclaim Fund to accept such transfer for the purposes of section 2(1)(d) otherwise satisfy of the representations Act. The Participant acknowledges and warranties agrees that any consent of the Reclaim Fund for this purpose will be given upon such terms and subject to such conditions as the Reclaim Fund considers to be reasonably necessary or appropriate in the circumstances and will include a requirement for the Participant to submit to the Reclaim Fund a Specified Account Balance Certificate in a form approved by the Participant Reclaim Fund for the purposes of the relevant transfer in clause 2.4);accordance with the following procedure: (fa) use all reasonable endeavours the Participant shall submit to provide the Reclaim Fund a duly signed and completed Specified Account Balance Certificate not less later than thirty (30) Business Days' Days prior notice to the relevant proposed Transfer Date (or such later date as the Reclaim Fund may accept) specifying a proposed Transfer Date; (b) within fifteen (15) Business Days following the receipt by the Reclaim Fund of the Specified Account Balance Certificate as referred to in (a) above, the Reclaim Fund will confirm to the Participant in writing the basis on which it will consent to the proposed transfer (or in the event that it does not consent to the transfer, that this is the case); (c) if the basis on which the Reclaim Fund will give its consent to the proposed transfer as confirmed by the Reclaim Fund under (b) above is acceptable to the Participant, the Participant shall; (i) submit to the Reclaim Fund before making any changes an Alternative Scheme Transfer Certificate in accordance with clause 1.5 not later than ten (10) clear Business Days prior to the manner in relevant Transfer Date (receipt of 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 by the Reclaim Fund upon execution of this shall constitute the binding 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 to the terms on which the Reclaim Fund has consented to the relevant Specified Account Balance Certificate and the binding agreement of the Participant's dealings with the Reclaim FundFund to accept a transfer on such terms); and (ii) an authorised users list transfer the Agreed Proportion Amount of the Specified Account Balances to the Reclaim Fund and the Remaining Balance to one or more Eligible Charities on the Transfer Date specified in the Alternative Scheme Transfer Certificate or such later date as may be specified by the Reclaim Fund in giving its consent; (d) subject to (b) and (c) above and to clause 3.1, the Agreed Proportion Amount of the relevant Specified Account Balance shall be treated as having transferred to the Reclaim Fund for the purpose of utilising section 1(1)(a) of the Reclaim Fund's electronic file transfer system (as referred to in Act upon receipt by the Reclaim Fund Handbook), which the Participant may modify from time to time of cleared funds representing such amount; and (e) by giving notice in writing making payment to the Reclaim Fund (such changes in accordance with this clause 1.6, the Participant covenants and undertakes to take effect only once notice in writing has been received by the Reclaim Fund); (h) notify the Reclaim Fund as set out in paragraphs 1 to 5 of the Specified Account Balance Certificate in the form set out in Schedule 4B (and such covenants and undertakings may not be amended without the prior agreement 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 twentyParticipant).

STRICTLY PRIVATE AND CONFIDENTIAL. being satisfied reasonably that 10.7 If an Insolvency Event occurs in respect of the repayment related to that Dormant Account Holder's Transferred Dormant Account BalanceReclaim Fund, in each case in the same manner and on Participant will: (a) at the same basis as if request of the relevant Transferred Dormant Account Balance had not been transferred Reclaim Fund or any insolvency office-holder appointed to the Reclaim Fund; , continue to perform its obligations under clauses 2, 3 and (B) otherwise satisfy 4 of this agreement, save that the representations and warranties given Participant's obligation to pay Dormant Account Holders under clause 2.2 of this agreement shall be conditional on the Participant being put in funds by the Participant in clause 2.4);Reclaim Fund to meet such liabilities; and (fb) use all reasonable endeavours to provide not less than thirty (30) Business Days' prior notice in writing at the request of the Reclaim Fund or any insolvency office-holder appointed 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 listdeliver promptly to the Reclaim Fund any Records; and (ii) allow the Reclaim Fund (and its agents, together with specimen signatures, which includes all persons who have authority auditors and representatives) and the FSCS a right to act on behalf inspect and copy (electronically or otherwise) any Records located at any premises of the Participant in all (or otherwise under the control of the Participant's dealings with ), which the insolvency office-holder determines it reasonably requires in order to carry out his or her functions as insolvency office-holder to the Reclaim Fund; and (iic) an authorised users list for the purpose of utilising the Reclaim Fund's electronic file transfer system (as referred to in co-operate fully with the Reclaim Fund Handbookand the FSCS in relation to any reasonable requests for access to premises or the Records under clause 10.7(b), which . 10.8 It will be sufficient for the Participant may modify from time to time provide legible copies of the Records in response to any request by giving notice in writing to the Reclaim Fund under clause 10.6(b) or clause 10.7(b) provided the Participant bears any costs associated with making such copies. 10.9 Where any Records have been transferred to a successor of the Participant as part of any transfer or disposal of the deposit-taking business of the Participant or assets related to that business (such changes to take effect only once notice in writing has been received by the Reclaim Funda Successor); (h) notify , and the Reclaim Fund has the right to obtain the Records from such Successor directly, the Reclaim Fund must first request the Records from the Successor. 10.10 If an Insolvency Event occurs in writing respect of a party, the parties will promptly if consult with each other and use their best endeavours to agree upon the form and content of any person presents a petition, or files documents with a court communications to be made to any Dormant Account Holder who requests repayment of all or any registrar, for part of 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 twentyTransferred Dormant Account Balance.