Common use of CHANGES BY AGREEMENT Clause in Contracts

CHANGES BY AGREEMENT. (a) Subject to paragraph 24.1(b), ▇▇▇▇ may change this Participation Agreement: (i) in a manner that would, or would be reasonably likely to: (A) materially adversely affect the rights or obligations of the Financial Institution under this Participation Agreement; (B) materially adversely affect the ability of the Financial Institution to access, or receive and enjoy the benefit of, the ELN and the Services; or (C) adversely affect the Financial Institution’s ability to comply with applicable Law; provided that PEXA has first obtained the agreement of the Financial Institution via its Representative Body in accordance with paragraphs (c) to (d) below. (b) Without limitation, changes that ▇▇▇▇ may make in accordance with paragraph (a) include: (i) changes to this clause 24; (ii) changes relating to any liability or indemnity provisions in this Participation Agreement; (iii) changes to the Pricing Policy or Pricing Schedule (for the avoidance of doubt, this does not include changes to the Charges described in clause 24.5(a)(i)); (iv) changes that are reductions to the Services or which materially adversely affect the value of the Services to the Financial Institution; and (v) changes to the scope of ▇▇▇▇'▇ appointment as agent of the Financial Institution under clause 8. (c) If PEXA wishes to make a change to this Participation Agreement of the type described in paragraph (a), ▇▇▇▇ must first: (i) inform the Representative Body of the nature of the proposed change, including: (A) details of the reason for the proposed change and a summary of the proposed change; (B) a copy of the latest version(s) of the documents that ▇▇▇▇ proposes to change, showing the proposed change(s) in mark-up; and (C) the date on which PEXA proposes the change will take effect, (with such notice to also be provided to the Financial Institution); (ii) consult with the Representative Body regarding the proposed change and allow the Representative Body a reasonable opportunity to comment on the proposed change (including whether a longer period of notice for the proposed change to take effect should apply); and (iii) having reasonably considered the Representative Body's response to the proposed change, either: (A) issue to the Financial Institution and the Representative Body a final change notice for the proposed change which reflects the agreement between the parties on the nature of the change (including the date on which the change will take effect), and provided that the minimum notice period for such change to take effect will be 30 days from the date on which the relevant change notice was issued (or as otherwise agreed); (B) abandon the proposed change; or (C) vary the proposed change and re-submit it for consultation under sub- paragraphs (i) and (ii). (d) If, after following the consultation process referred to in paragraph (c) (repeated if necessary), the Representative Body communicates the approval of the change in writing, then: (i) PEXA may implement that change in accordance with the terms of such approval; and (ii) the Financial Institution accepts the terms of the change as communicated in writing by the Representative Body.

CHANGES BY AGREEMENT. ‌ (a) Subject to paragraph 24.1(b), ▇▇▇▇ may change this Participation Agreement:Agreement:‌ (i) in a manner that would, or would be reasonably likely to: (A) materially adversely affect affects the rights or obligations of the Financial Institution under this Participation Agreement; (B) materially adversely affect the ability of the Financial Institution to access, or receive and enjoy the benefit of, the ELN and the Services; or (C) adversely affect the Financial Institution’s ability to comply with applicable Law; provided that PEXA has first obtained the agreement of the Financial Institution via its Representative Body in accordance with paragraphs (c) to (d) below. (b) Without limitation, changes that ▇▇▇▇ may make in accordance with paragraph (a) include: (i) changes to this clause 24; (ii) changes relating to any liability or indemnity provisions in this Participation Agreement; (iii) changes to the Pricing Policy or Pricing Schedule (for the avoidance of doubt, this does not include changes to the Charges described in clause 24.5(a)(i)); (iv) changes that are reductions to the Services or which materially adversely affect the value of the Services to the Financial Institution; and (v) changes to the scope of ▇▇▇▇'▇ appointment as agent of the Financial Institution under clause 8. (c) If PEXA wishes to make a change to this Participation Agreement of the type described in paragraph (a), ▇▇▇▇ must first:first:‌ (i) inform the Representative Body of the nature of the proposed change, including:including:‌ (A) details of the reason for the proposed change and a summary of the proposed change; (B) a copy of the latest version(s) of the documents that ▇▇▇▇ proposes to change, showing the proposed change(s) in mark-up; and (C) the date on which PEXA proposes the change will take effect, (with such notice to also be provided to the Financial Institution); (ii) consult with the Representative Body regarding the proposed change and allow the Representative Body a reasonable opportunity to comment on the proposed change (including whether a longer period of notice for the proposed change to take effect should apply); andand‌ (iii) having reasonably considered the Representative Body's response to the proposed change, either: (A) issue to the Financial Institution and the Representative Body a final change notice for the proposed change which reflects the agreement between the parties on the nature of the change (including the date on which the change will take effect), and provided that the minimum notice period for such change to take effect will be 30 days from the date on which the relevant change notice was issued (or as otherwise agreed); (B) abandon the proposed change; or (C) vary the proposed change and re-submit it for consultation under sub- paragraphs (i) and (ii). (d) If, after following the consultation process referred to in paragraph (c) (repeated if necessary), the Representative Body communicates the approval of the change in writing, then: (i) PEXA may implement that change in accordance with the terms of such approval; and (ii) the Financial Institution accepts the terms of the change as communicated in writing by the Representative Body.