STRICTLY PRIVATE AND CONFIDENTIAL Clause Examples

STRICTLY PRIVATE AND CONFIDENTIAL. (B) are inconsistent with this agreement, or provide mandatory supplementary requirements, which the Reclaim Fund or the Participant reasonably consider need to be reflected in this agreement to reflect Applicable Laws or Regulations (or changes to the legal or regulatory system); or (ii) the Reclaim Fund or the Participant may consider that the operation of this agreement (or any similar agreement entered into between the Reclaim Fund and other Participating Institutions) gives rise to practical issues which need to be rectified (not being issues arising from the changes referred to in (i) above). (c) In the event that either clause 28.5(b)(i) or clause 28.5(b)(ii) applies and provided that the Reclaim Fund, acting reasonably, considers that there is a good reason for this agreement to be amended, the Reclaim Fund shall give the Participant (if affected by the change) together with all other Participating Institutions affected by the change notice in writing of the issues which have arisen and the changes proposed by the Reclaim Fund to rectify such issues and shall at the same time provide a copy of such notice to both the BBA and the BSA. (d) Following receipt by the Participant and each other affected Participating Institution of a notice under clause 28.5 (c), the Participant shall: (i) consider and use all reasonable endeavours to co-operate with, and discuss with the Participating Institutions affected by such issues and the Reclaim Fund (and also the BBA and BSA) the changes proposed in order to reach collective agreement with the other affected Participating Institutions and the Reclaim Fund on the necessary amendments to this agreement; and (ii) use all reasonable endeavours to confirm such agreement to the Reclaim Fund within thirty (30) Business Days of receipt of notice from the Reclaim Fund of the proposed amendments. Following such confirmation the Participant and the Reclaim Fund will execute the agreed amendments to this agreement as soon as reasonably possible and in any event within twenty

STRICTLY PRIVATE AND CONFIDENTIAL confirmation to be given on the date of receipt or the next Business Day (subject to clause 20.2). 1.10 In the absence of agreement in writing between the Reclaim Fund and the Participant to the contrary citing this clause 1.10, nothing shall be deemed or implied from the Reclaim Fund's conduct or otherwise as constituting the consent of the Reclaim Fund to accept a transfer for the purposes of section 1(1)(b) of the Act on a basis other than as described in clause 1.4 or

STRICTLY PRIVATE AND CONFIDENTIAL. 5.4 In respect of any Complaints to which clause 5.3 applies, the Participant shall notify the Reclaim Fund promptly in writing where, in its reasonable judgement, it considers that information in respect of such Complaint (together, where applicable, with other Complaints) would be relevant to the Reclaim Fund in relation to the performance of its functions (including the identification of trends in reclaims or its actuarial modelling) and such other information as may be required by the FSA or FOS to be provided to the Reclaim Fund.

STRICTLY PRIVATE AND CONFIDENTIAL. (b) act as the exclusive agent of the Reclaim Fund with respect to such transfers with a view to enabling the Reclaim Fund to carry out its obligations under this agreement and the Act. This agreement comprises this signature page and the previous page, Part A, Part B, Part C and Schedule 1 to Schedule 9. The main parts of this agreement are structured as follows: (a) Part A sets out the elements of this agreement which are variable as between participating banks and building societies and reflects the options selected by the Participant and agreed to by the Reclaim Fund;

STRICTLY PRIVATE AND CONFIDENTIAL compensate it for funding repayment to a Dormant Account Holder on behalf of the Reclaim Fund in the interval between repaying a Dormant Account Holder under clause 2.2 and recovering the relevant amount from the Reclaim Fund under clause 2.5. 2.9 The Participant acknowledges that the liability of the Reclaim Fund to each Dormant Account Holder is discharged in respect of a Transferred Dormant Account Balance upon repayment to that Dormant Account Holder by the Participant in accordance with clause 2.2(b).

STRICTLY PRIVATE AND CONFIDENTIAL. Agreed Proportion Amounts to the Reclaim Fund; and

STRICTLY PRIVATE AND CONFIDENTIAL. 5.11 The costs arising out of or in connection with the Participant's obligations under clause 5.8 shall be met by the Participant. 5.12 Clause 5.8 shall not apply, and the Reclaim Fund shall have conduct of any Reclaim Fund Proceeding, where the Reclaim Fund determines on reasonable grounds that a conflict of interest has arisen or will arise as a result of the Participant having conduct of the Reclaim Fund Proceeding. For this purpose, the Participant shall immediately notify the Reclaim Fund of any conflict as a result of it having conduct of a Reclaim Fund Proceeding at any time (identifying as specifically as possible the nature of such conflict) and will provide the Reclaim Fund with all necessary and appropriate information that the Reclaim Fund may require in order for the Reclaim Fund to assess the conflict of interest. 5.13 Notwithstanding clauses 27.5 and 27.6 below, the Participant agrees that where: (a) the Reclaim Fund has been served with a Reclaim Fund Proceeding in respect of which the Reclaim Fund considers, on reasonable grounds, that the third party seeks relief due to the performance of the Participant of its obligations under this Agreement; and (b) the Participant does not have conduct of those proceedings pursuant to clause 5.12, the Reclaim Fund shall have the option to seek leave to join the Participant to those proceedings. For the purpose of this clause only, the Participant agrees that the courts of England and Wales shall have exclusive jurisdiction to settle such a dispute. The Parties agree that the courts of England and Wales are the most appropriate and convenient courts to settle the dispute and, accordingly, that no party will argue to the contrary.

STRICTLY PRIVATE AND CONFIDENTIAL. 13.3 As security for the performance of the Participant's obligations to provide the Records or access to Records under this agreement, the Participant grants (or by a separate licence appended to this agreement grants) to the Reclaim Fund a royalty-free, non-exclusive, non- transferable, irrevocable licence to use the Participant's Intellectual Property Rights in the Records to the extent necessary for the Reclaim Fund to perform its obligations, and exercise its rights, under this agreement and the Act, and permits the Reclaim Fund to copy other works in which the Participant's Intellectual Property Rights in the Records subsist to the extent necessary for such use (but for no other purpose).

STRICTLY PRIVATE AND CONFIDENTIAL breach of this agreement by the other, the Reclaim Fund or the Participant (as the case may be) shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this agreement, in addition to any and all other rights and remedies at law or in equity (save that neither party shall have rights of rescission in respect of this agreement), and all such rights and remedies shall be cumulative.