Exhibit 4.31


 













Dated 30 August 2011


 



	
THE ROYAL BANK OF SCOTLAND plc


 


and


 


NATIONAL WESTMINSTER BANK plc


 


and


 


NATIONAL WESTMINSTER HOME LOANS LIMITED


 


and


 


SANTANDER UK plc


 


 


	
AMENDED SALE AND PURCHASE AGREEMENT


 


relating to certain operations of the Business Sellers in England and Wales and in Scotland, comprising the Businesses


 


 


 


	
Linklaters

	
 


	  	
 


	 	 
	 	 
	
Linklaters LLP


One Silk Street


London EC2Y 8HQ


 

	  
	
Telephone (+44) 20 7456 2000

	  
	
Facsimile  (+44) 20 7456 2222

	  
	  	  
	
Ref: M Middleditch / S Branigan / M Honan

	  












  





1











  






 


Amended Sale and Purchase Agreement


 


This Agreement is made on 30 August 2011 between:


 



	
(1)  

	
THE ROYAL BANK OF SCOTLAND plc, a company incorporated in Scotland (registered no SC090312) whose registered office is at 36 St Andrew Square, Edinburgh, EH2 2YB (“RBS”);







 



	
(2)  

	
NATIONAL WESTMINSTER BANK plc, a company incorporated in England (registered no 929027) whose registered office is at 135 Bishopsgate, London, EC2M 3UR (“NatWest”);







 



	
(3)  

	
NATIONAL WESTMINSTER HOME LOANS LIMITED, a company incorporated in England (registered no 01449354) whose registered office is at 135 Bishopsgate, London, EC2M 3UR (“NWHL”); and







 



	
(4)  

	
SANTANDER UK plc, a company incorporated in England (registered no. 02294747) whose registered office is at 2 Triton Square, Regent's Place, London NW1 3AN (the “Purchaser”),







 


each being a “party” to this Agreement and together comprising the “parties” to this Agreement.


 


Whereas:


 



	
(A)  

	
The Business Sellers have agreed to sell the Businesses (as defined below) and to assume the obligations imposed on the Business Sellers under this Agreement.







 



	
(B)  

	
The Purchaser has agreed to purchase the Businesses and to assume the obligations imposed on the Purchaser under this Agreement.







 



	
(C)  

	
The Parties entered into a Sale and Purchase Agreement on 4 August 2010 relating to the sale and purchase of the Businesses (the “Original Agreement”). The Parties have agreed that the Original Agreement shall be amended to accommodate changes to the timetable for the sale of the Businesses and the process for and manner of Closing and certain other matters as set out herein.







 



	
(D)  

	
Accordingly, this agreement sets out the terms of the Original Agreement, as so amended, and represents the composite agreement between the parties relating to the sale and purchase of the Businesses.







 


It is agreed as follows:


 



	
1  

	
Interpretation







 


In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:


 



	
1.1  

	
Definitions







 


“Act” means the Financial Services and Markets Act 2000 (as amended);


 


“Additional Excluded Products” means those Excluded Products (a) described in sub-paragraphs (q), (r), (s), (t) and (u) of the definition of “Excluded Products” set out in this Clause 1.1, brief details of which as at the date of this Agreement are set out in Schedule


 




  





2











  




 




26; (b) all Products (which, for the avoidance of doubt, does not include any Structured Products) held by Excluded Finance Customers (if any); and (c) any additional Products (other than any credit or charge cards) that are excluded from the transfer of the Businesses after the date of this Agreement in accordance with the provisions of Part B of Schedule 23 or held by Excluded Customers;


 


***


 


***


 


“Agreed Terms” means, (i) in relation to a document the terms of which are agreed between the Business Sellers and the Purchaser on or prior to the date of the Original Agreement, such document in the terms so agreed and initialled for identification by or on behalf of the Business Sellers and by or on behalf of the Purchaser with such alterations as may be agreed in writing between the Business Sellers and the Purchaser from time to time, (ii) in relation to a document the terms of which are agreed between the Business Sellers and the Purchaser since the date of the Original Agreement and prior to the date of this Agreement, such document in the terms so agreed and initialled for identification by or on behalf of the Business Sellers and by or on behalf of the Purchaser with such alterations as may be agreed in writing between the Business Sellers and the Purchaser from time to time, and (iii) in relation to any document, the terms of which are, in accordance with this Agreement, to be agreed between the Business Sellers and the Purchaser after the date of this Agreement such document in the terms as so agreed in due course;


 


“Allocated Employees” means employees allocated to a Business in accordance with the Allocation Principles;


 


“Allocation Principles” means allocation principles contained in the Data Room, document reference 2.7.3;


 


“ANTS” means Abbey National Treasury Services plc;


 


“Assumed Liabilities” means the liabilities of the Business Sellers or any member of the RBSG Group to be assumed by the Purchaser under or pursuant to Clause 2.2.3 and “Assumed Liability” means any one of them;


 


“Assumed Liability Claim” has the meaning given to it in Clause 12.1;


 


“Bancassurance Joint Venture” mean the agreements between RBS and Aviva plc or entities in their respective Groups relating to (i) the joint venture agreement dated 30 March 2006 relating to the operation of RBS Life Investment Limited and (ii) the joint venture agreement dated 31 July 2006 relating to the operation of RBS Collective Investments Limited, each as amended from time to time;


 


“Bank Charges Litigation” means litigation by Customers against the Business Sellers seeking refunds of unarranged overdraft charges on their accounts on the same basis as the claim considered by the English High Court in the test case brought by the Office of Fair Trading against RBS, Abbey National plc, Barclays Bank plc, Clydesdale Bank plc, HBOS plc, HSBC Bank plc, Lloyds TSB Bank plc and Nationwide Building Society which concluded in November 2009;


 













*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 






  





3











  




 




“Bank of England’s Discount Window Facility” means the discount window facility as described in the Bank of England publication entitled “Documentation for the Bank of England’s operations under the Sterling monetary framework” dated 29 March 2010, as the same may be amended, varied or extended from time to time;


 


“Bank of England’s Special Liquidity Scheme” means the special liquidity scheme launched by the Bank of England on 21 April 2008 pursuant to which banks and building societies are permitted to use certain of their assets as collateral in order to borrow UK Treasury Bills;


 


“Best Branch” means a Retail Customer’s predominant branch based sort code designated as such using the test set out in document 20.1 in the Data Room, subject to such derogations therefrom as the parties may agree from time to time through the Joint Implementation Committee in accordance with Schedule 23;


 


“Bid Value” has the meaning given to it in Schedule 21;


 


“Books and Records” means, in the case of each Business, all notices, correspondence, orders, inquiries and other documents and all computer disks or tapes or other machine legible programs or other records (excluding information technology and software but including, without limitation, operational customer and client data and operational account data), in so far as such documents and records relate exclusively to the Business or are required to be held by or in the Businesses (or any of them or their respective owners or controllers) by reason of any Law and Regulations, save in each case for books, records and other documents which (i) the relevant Business Seller is required by Law and Regulations to retain; or (ii) relates to accounting, Tax, insurance or regulatory information; or (iii) the Business Seller is otherwise entitled to retain in accordance with Schedule 10, provided that in the case of any such document or record that relates in part to a Business and is capable of being separated, split or extracted, such part that exclusively relates to the Business shall be so separated, split or extracted and, accordingly, shall constitute Books and Records for the purposes of this Agreement;


 


“Business” means, in the case of each Business Seller:


 



	 	
(a)  

	
the Retail Business;







 



	 	
(b)  

	
the SME Business; and







 



	 	
(c)  

	
the Mid-Corporate Business,







 


in each case as carried on, as the case may be, by NatWest and NWHL at the NatWest Closing, by RBS at the RBS Wales Closing, and by RBS at the RBS England Closing and “Businesses” means all the Retail Business, the SME Business and the Mid-Corporate Business taken together;


 


“Business Assets” means, in relation to each Business Seller, all the property, rights and assets agreed to be sold by that Business Seller under Clause 2.2.1 of this Agreement but excluding the Excluded Assets;


 


“Business ATMs” means the automated teller machines located at the Business Properties as set out in Schedule 13;


 


“Business Data” means, in the case of each Business, all Books and Records which are held in electronic form on the systems of the relevant Business Seller;


 




  





4











  




 




“Business Day” means a day which is not a Saturday, a Sunday or a public holiday in London;


 


“Business Intellectual Property” means, the NatWest Business Intellectual Property and the RBS Business Intellectual Property;


 


“Business Properties” means, in the case of each Business:


 



	 	
(a)  

	
the Owned Properties;







 



	 	
(b)  

	
the Leasehold Properties; and







 



	 	
(c)  

	
the Business Underletting Properties,







 


and “Business Property” means any one of them;


 


“Business Receivables” means, in the case of each Business, all book and other debts or sums receivable by, payable to or owed to the relevant Business Seller to the extent that such debts and sums arise in respect of the relevant Business and are outstanding at the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses whether or not yet immediately due or payable (including trade debts, deposits, prepayments, retrospective rebates and overpayments), and interest thereon, but excluding debts owed to the Business Sellers by any relevant Tax Authority or member of the RBSG Group in respect of Taxation relating to the Business attributable to periods ended on or before, or an Event occurring (or deemed to occur) on or before, the Relevant Closing (such debts in respect of Taxation including, for the avoidance of doubt, any bond or other security issued by any Tax Authority or other governmental agency representing any such debts);


 


“Business Seller” means, RBS, NatWest, or NWHL, as the context may require, and “Business Sellers” means RBS, NatWest and NWHL taken together;


 


“Business Sellers’ Lawyers” means Linklaters LLP of One Silk Street, London, EC2Y 8HQ;


 


”Business Underletting Properties” has the meaning given in paragraph 1 of Schedule 3;


 


“Capital Allowances Pool” has the meaning given to it in Clause 3.4;


 


“Capital Business Assets” has the meaning given to it in paragraph 5.1 of Schedule 10;


 


“Cash” means the aggregate amount of any cash in the Businesses, including but not limited to:


 



	 	
(a)  

	
cash located at any of the Business Properties, including cash in any till or safe or night safe or drop box;







 



	 	
(b)  

	
cash in any Business ATM or cash deposit machine located at a Business Property;







 



	 	
(c)  

	
any foreign currency or travellers cheques located at any of the Business Properties; and







 



	 	
(d)  

	
cash in transit to or from any Business Property or any Business ATM;







 


“Centralised Products” means all Products not assigned to a branch-based sort code of a Business Seller;


 




  





5











  




 




“Channel Carve-Out” has the meaning given to it in Clause 6.9;


 


“Claims” means, in the case of each Business Seller, all rights and claims as at the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses of the relevant Business Seller under any warranties, undertakings, covenants, conditions, guarantees or indemnities, whether express or implied and arising under any contract, undertaking or agreement (including each Contract) to which any Business Seller is a party to the extent that such rights or claims relate to the Businesses or Business Assets (including under any acquisition agreement but excluding rights or claims under any policies of insurance (save as set out in Clause 14));


 


“Clean Team” means a restricted group of the Purchaser’s employees who do not have market-facing or strategic responsibilities within the Purchaser’s Group, who may, where the Purchaser provides a Clean Team Confirmation, receive information solely for the purpose of monitoring closely the Businesses and/or implementing the transactions contemplated by this Agreement (the “Clean Team Purpose”) but for no other purpose, and who shall, immediately following the RBS England Closing, return or destroy all originals and copies of documents to the extent containing information relating to the Excluded Business, and use reasonable endeavours to permanently erase from any computer or other device any document or data containing such information, and provide confirmation to the relevant Business Seller once this has been completed;


 


“Clean Team Confirmation” means a specific written confirmation that the Clean Team will:


 



	 	
(a)  

	
keep the commercially sensitive information confidential;







 



	 	
(b)  

	
only use the commercially sensitive information for the purpose for which it was provided by the relevant Business Seller;







 



	 	
(c)  

	
either:







 



	 	
(i)  

	
not disclose or discuss the commercially sensitive information with any employee of the Purchaser who has market-facing or strategic responsibilities within the Purchaser’s Group; or







 



	 	
(ii)  

	
ensure that any employee of the Purchaser who has market-facing or strategic responsibilities within the Purchaser’s Group and to whom the commercially sensitive information is to be disclosed provides a personal undertaking (x) not to use the information for any purpose other than the Clean Team Purpose or, following the signing of such personal undertaking and receipt of such signed personal undertaking by the Business Sellers, to discuss with the relevant Business Seller whether the information is of a nature that does not require a Clean Team; and (y) not to disclose the information to any person who is not a member of the Clean Team or who has not provided a personal undertaking in relation to that information as described in this paragraph (c)(ii); and







 



	 	
(d)  

	
act in accordance with any additional protections which the parties may agree from time to time;







 




  





6











  




 




“Client Agreements” means, in the case of each Business, those contracts, commitments, engagements, undertakings, arrangements, mandates and agreements (including any loan agreements, facility agreements and other credit agreements), entered into or orders made by or on behalf of, or the benefit of which is held in trust for or has been assigned to, the relevant Business Seller with Customers in respect of the Products, any PPAs, Safe Custody Agreements, the GBM Client Agreements and the GTS Client Agreements in each case which were entered into in the course of such Business on or before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, or the RBS England Closing in respect of the RBS England Businesses to the extent that, immediately before the Relevant Closing, the same remain to be completed or performed (in whole or in part) or remain in force but excluding all Loan Guarantees/Security (or any other agreements, deeds and other documents or instruments pursuant to which any relevant Business Seller is entitled to the benefit of any guarantee, indemnity, rental assignment, mortgage or security interest);


 


“Closing” means any of the NatWest Closing, the RBS Wales Closing or the RBS England Closing as the context may require; and “Closings” shall mean the NatWest Closing, the RBS Wales Closing and the RBS England Closing;


 


“Closing Date” means the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as the context may require;


 


“Closing Statement Expert Accountants” means an internationally recognised firm of accountants (with a specialist forensics or dispute resolution department or group) to be agreed by the Business Sellers and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement in such period to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;


 


“Closing Statements” means the NatWest Closing Statement, the RBS Wales Closing Statement and the RBS England Closing Statement and “Closing Statement” shall mean the NatWest Closing Statement, the RBS Wales Closing Statement or the RBS England Closing Statement as the context may require;


 


“Complex SME Customers” means those SME Customers who, as at the NatWest Closing, use Bankline or such other products and services which the Purchaser does not have the information technology to support and the parties agree should migrate to the Purchaser on the Mid-Corporate and Complex SME Data Migration Dates (which as at the date of the Original Agreement were approximately 75,000 SME customers);


 


“Confidentiality Agreement” means the confidentiality agreement dated 22 February 2010 between RBSG and the Purchaser pursuant to which the RBSG Group made available to the Purchaser certain confidential information relating to the Businesses;


 


“Contracts” means, in the case of each Business:


 



	 	
(a)  

	
all contracts, undertakings, arrangements and agreements, whether written or otherwise, in each case entered into on or prior to the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses by or on behalf of, or the benefit of which is held in trust for or has







 




  





7











  




 





been assigned to, any of the Business Sellers predominantly in the course of that Business, and to the extent that immediately prior to the Relevant Closing the same remain to be completed or performed (in whole or in part) or remain in force except Client Agreements and Loan Guarantees/Security (or any other agreements, deeds and other documents or instruments pursuant to which any relevant Business Seller is entitled to the benefit of any guarantee, indemnity, rental assignment, mortgage or security interest); and




 



	 	
(b)  

	
the Client Agreements (including the GTS Client Agreements and the GBM Client Agreements) related to that Business,







 


but excluding:


 



	 	
(i)  

	
employment and other agreements (excluding Client Agreements) with Relevant Employees;







 



	 	
(ii)  

	
contracts of insurance;







 



	 	
(iii)  

	
contracts, arrangements and agreements in respect of treasury hedging;







 



	 	
(iv)  

	
leases and any other related or similar agreements, undertakings and arrangements with respect to the Business Properties (to which the provisions set out in Schedule 3 shall apply); and







 



	 	
(v)  

	
all contracts, undertakings, agreements or binding arrangements which form part of or relate to the Excluded Assets and (other than in relation to Client Agreements) which do not predominantly relate to any Business,







 


and “Contract” means any of them;


 


“Court” means the High Court of England and Wales;


 


“Court Order” means the order of the Court sanctioning the Scheme pursuant to Section 111 of the Act and making provision pursuant to Section 112(1) of the Act to be agreed in accordance with Clause 4.4;


 


 “Current Employees” means those employees of the RBSG Group wholly or mainly assigned to a Business at the date of the Original Agreement and the Allocated Employees whose details are listed in Schedule 20;


 


“Customer Helpline” has the meaning given to it in Clause 6.10;


 


“Customer Records” means Books and Records of the Businesses which are in electronic format (including without limitation such paper records to the extent held in an image library) and which comprise or relate to Client Agreements (including without limitation account statements, correspondence with Customers, transaction histories and application documentation);


 


“Customers” means the Retail Customers, SME Customers and Mid-Corporate Customers (but excluding any Excluded Finance Customers and Excluded Customers);


 


“Data Migration” means, in relation to the SME Business (to the extent it does not relate to Complex SME Customers) and the Retail Business, the processes and procedures to be carried out by the relevant Business Seller and the Purchaser to migrate the Business Data in relation to the SME Business (to the extent it does not relate to Complex SME Customers) and the Retail Business from the systems of that Business Seller to the systems of the Purchaser at the NatWest Closing in respect of the NatWest Businesses,


 




  





8











  




 




the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, in accordance with the Separation Plan;


 


“Data Room” has the meaning ascribed to it in paragraph 2 of the General Disclosures section of the Disclosure Letter;


 


“Disclosure Letter” means the letter dated the same date as the Original Agreement from the Business Sellers to the Purchaser disclosing certain information in relation to the Seller Warranties;


 


“Draft Closing Statements” has the meaning given to it in Clause 8.1;


 


“Effective Time” means the NatWest Effective Time, the RBS Wales Effective Time or the RBS England Effective Time, as the context may require;


 


“Employee Share Plans” means the 2007 UK Shareholder Plan, the 2010 Deferral Plan, the 2000 All Employee Share Ownership Plan and the 2010 Long Term Incentive Plan;


 


“Encumbrance” means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing, other than repairer’s or similar liens or supplier’s retentions of title arising in the ordinary course of business but including any of the foregoing arising from the participation by any Business Seller or any member of the RBSG Group in the Government Asset Protection Scheme, the Bank of England’s Special Liquidity Scheme or any other scheme initiated or sponsored by the UK government, the Bank of England, the European Union, the European Central Bank, the European Investment Bank or any other Regulatory Authority and excluding in each case, for the avoidance of doubt, any right, agreement, arrangement or obligation that may have been created or entered into between a Customer and one or more persons who are not members of the RBSG Group;


 


“Estimated NatWest Tangible Net Asset Value” means the Business Sellers’ good faith estimate of the aggregate amount of the tangible net assets of the NatWest Businesses at the Natwest Closing Date, which estimate shall be notified by RBS to the Purchaser pursuant to Clause 7.4 and added to (in the case of a positive number) or deducted from (in the case of a negative number) the NatWest Bid Value for the purposes of Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5;


 


“Estimated RBS England Tangible Net Asset Value” means the Business Sellers’ good faith estimate of the aggregate amount of the tangible net assets of the RBS England Businesses at the RBS England Closing Date, which estimate shall be notified by RBS to the Purchaser pursuant to Clause 7.4 and added to (in the case of a positive number) or deducted from (in the case of a negative number) the RBS England Bid Value for the purposes of Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5;


 


“Estimated RBS Wales Tangible Net Asset Value” means the Business Sellers’ good faith estimate of the aggregate amount of the tangible net assets of the RBS Wales Businesses at the RBS Wales Closing Date, which estimate shall be notified by RBS to the Purchaser pursuant to Clause 7.4 and added to (in the case of a positive number) or deducted from (in the case of a negative number) the RBS Wales Bid Value for the purposes of Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5;


 




  





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“Estimated Tangible Net Asset Value” means the aggregate of the Estimated RBS Wales Tangible Net Asset Value, the Estimated NatWest Tangible Net Asset Value and the Estimated RBS England Tangible Net Asset Value;


 


“Event” includes any transaction, action or omission, any change in the residence of any person for the purposes of any Tax, the death of any person or the dissolution of any company or partnership and a Relevant Closing;


 


“Excluded Assets” means the assets, properties and rights described in Clause 2.2.2 and “Excluded Asset” means any one of them;


 


“Excluded Business” means any business carried on by a member of the RBSG Group to the extent it relates to the sale or provision of Excluded Products or any business carried on by a member of the RBSG Group to the extent it relates to the sale or provision of Products to customers of the RBSG Group who are not Customers;


 


“Excluded Customers” means (a) those Customers who the Joint Implementation Committee agrees shall be excluded from the Businesses in accordance with Part B of Schedule 23 and (b) any Customers for whom the Best Branch is sort code 161926 (Farnborough branch including Holts);


 


“Excluded Finance Customers” means those customers (if any) who hold Structured Products and who would otherwise be Customers but for their exclusion from the Businesses pursuant to Clause 2.11;


 


“Excluded Liabilities” means the debts, liabilities and obligations described in Clause 2.2.4 and “Excluded Liability” means any one of them;


 


“Excluded Mortgages” means:


 



	 	
(a)  

	
any Securitised Mortgages;







 



	 	
(b)  

	
mortgages under the “One Account”, “First Active”, “Virgin One” or “NatWest One” name or brand, any lifetime mortgages, any RBS CAMs (current account mortgages);







 



	 	
(c)  

	
any mortgage or mortgage application excluded from the transfer of the Businesses in accordance with the provisions of paragraph 4.7 of Part B of Schedule 23; and







 



	 	
(d)  

	
the Relevant Mortgage Manager Platform Mortgages;







 


“Excluded Products” means all products and services sold or provided to customers of the RBSG Group by members of the RBSG Group other than the Products. The following are not Products and shall therefore be Excluded Products:


 



	 	
(a)  

	
Excluded Mortgages;







 



	 	
(b)  

	
products and services provided by or in connection with the Global Transaction Services businesses of the RBSG Group;







 



	 	
(c)  

	
all products offered, placed or provided by the Global Banking and Markets business of the RBSG Group (including deposits, money market deposits and structured product deposits) and any services provided by or in connection with the Global Banking and Markets business of the RBSG Group but excluding all products and/or transactions entered into pursuant to or governed by any GBM Client Agreement;







 




  





10











  




 





	 	
(d)  

	
insurance products and services (including any payment protection insurance products or services);







 



	 	
(e)  

	
products and services provided by or in connection with any private banking or wealth management activity or business carried on under the “Coutts”, “RBS Coutts”, “Drummonds”, “Child & Co”, “Citizens” or “Adam & Company” name or brand;







 



	 	
(f)  

	
regulatory products (being income arising from the sale of wealth management products by people who are Approved Persons (as defined in the FSA Rules) and regulated investment products);







 



	 	
(g)  

	
financial planning products provided through the joint venture and any previous joint venture arrangements between the RBSG Group and Aviva;







 



	 	
(h)  

	
products and services provided by or in connection with any business (including asset finance business) carried on under the “Lombard” name or brand and in connection with any loans from Lombard Direct Loans;







 



	 	
(i)  

	
products and services provided by or in connection with the business carried on under the “Directline” brand or name and in connection with any loans from Directline;







 



	 	
(j)  

	
products and services provided by or in connection with any invoice finance business carried on under the “RBS Invoice Finance” name or brand;







 



	 	
(k)  

	
all products provided under the name “RBS Bank of China” and offered to Chinese nationals (including, in particular, all products offered to Chinese nationals pursuant to various referral agreements between the Business Sellers and Bank of China);







 



	 	
(l)  

	
all products previously provided under the name “Welcome” and offered to non-UK resident customers (including, in particular, “Welcome” current accounts offered to non-UK resident Polish customers and “Welcome” current accounts offered to non-UK resident Indian customers) and now provided to those customers via the “Step” account;







 



	 	
(m)  

	
any Products that have been written off by the Business Sellers in accordance with RBSG Group’s standard accounting policies and, following the date of the Original Agreement, in accordance with Clause 5;







 



	 	
(n)  

	
any Excluded Safe Custody Agreement and any safe custody items relating thereto;







 



	 	
(o)  

	
stockbroking products and services provided through the joint venture between RBS and Toronto-Dominion Bank;







 



	 	
(p)  

	
investment, protection and pension products and services distributed by Independent Financial Services Limited;







 



	 	
(q)  

	
products or services provided by or in connection with any banking activity or business carried out in connection with the “Holts” name or brand or branch situated in Farnborough (sort code 161926);







 



	 	
(r)  

	
any savings accelerator products and connected services;







 




  





11











  




 





	 	
(s)  

	
any commercial accounts in currencies with more than two decimal places (which, as at the date of this Agreement, were approximately 20 accounts in Middle Eastern currencies);







 



	 	
(t)  

	
any commercial accounts in low volume foreign currencies (which, as at the date of this Agreement, were approximately 18 accounts in 7 currencies - Hungarian Forint, Israeli Shekel, Indian Rupee, Saudi Riyal, Singaporean Dollar, Thai Bhat and New Turkish Lira);







 



	 	
(u)  

	
any Sharia-law governed loans or products;







 



	 	
(v)  

	
any products in which a member of the RBSG Group is the customer; and







 



	 	
(w)  

	
any other product which the Joint Implementation Committee agrees shall be an Excluded Product in accordance with Part B of Schedule 23;







 


“Excluded Safe Custody Agreement” has the meaning given to it in Clause 2.9;


 


“Excluded SME Customer” means:


 



	 	
(a)  

	
in respect of each Business Seller, a Relationship Managed SME Customer (other than a customer of the Business Sellers’ “Direct” banking business) who has Products with that Business Seller on both a Transferring Sort Code and a Retained Sort Code and the relationship manager for such customer is located in Scotland (in the case of a Relationship Managed SME Customer of RBS) or in England or Wales (in the case of a Relationship Managed SME Customer of NatWest); and







 



	 	
(b)  

	
for the avoidance of doubt, those SME Customers listed in Schedule 19;







 


“Expert Accountants” means the forensics department or group of an internationally recognised firm of accountants (with a specialist forensics or dispute resolution department or group) to be agreed by the Business Sellers and the Purchaser or failing such agreement to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;


 


“Final Bid Value” has the meaning given to it in Schedule 21;


 


***


 


“Friends and Family Assets” means the Business Assets owned by the relevant Business Seller in respect of the Friends and Family Customers;


 


“Friends and Family Customers” means those Customers to be transferred to the Purchaser pursuant to the Friends and Family Transfer as agreed by the Joint Implementation Committee in accordance with Part B of Schedule 23;


 


“Friends and Family Transfer” has the meaning given to it in paragraph 3.1 of Part B of Schedule 23;


 


“Friends and Family Transfer Date” means any date on which a Friends and Family Transfer takes place;


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





12











  




 




“FSA” means the Financial Services Authority of the United Kingdom (or any successor authority or authorities carrying out banking and/or insurance regulatory functions in the United Kingdom from time to time);


 


“FSA Handbook” means the handbook of rules and guidance issued by the FSA from time to time;


 


“FSA Rules” means the rules and guidance made by the FSA from time to time under the FSMA which are currently set out in the FSA Handbook;


 


“FSMA” means the Financial Services and Markets Act 2000 (as amended or replaced);


 


“Further Allocated Employees” means employees allocated to a Business between the date of the Original Agreement and the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) in accordance with the Allocation Principles;


 


“GBM Client Agreement” means those contracts, commitments, engagements, undertakings, arrangements, mandates and agreements entered into or orders made by or on behalf of, or the benefit of which is held on trust for or has been assigned to, the relevant Business Seller with a Customer relating to any complex LIBOR loans, LIBOR loans, base rate loans, currency deposits, spot FX, FX forward positions, FX options, commodity derivative transactions, interest rate hedging transactions and other derivative hedge positions, other than spot FX, FX forward positions, FX options, commodity derivative transactions, interest rate hedging transactions and other derivative hedge positions with an RBSG Group GBM Customer;


 


 “Good Industry Practice” means practices, methods and procedures (or one of a range of practices, methods and procedures) which would at the relevant time be adopted by a financial services business in the United Kingdom with the objective of complying with Law and Regulations and which would reasonably be expected to be adopted by a financial services business similar to that carried on by the Business Sellers;


 


“Goodwill” means, in the case of each Business, the goodwill of each relevant Business Seller to the extent that it relates to that Business as at the Relevant Closing with the exclusive right to carry on that Business in succession to the relevant Business Seller, including goodwill which relates to the trade marks, service marks or trade names set out in Part 1 of Schedule 4 but excluding goodwill which relates to any other trade marks, service marks or trade names which are used both (i) in relation to one or more of the Businesses; and also (ii) used by one or more other businesses or operations of any member of the RBSG Group which are not the Businesses;


 


“Government Asset Protection Scheme” means the asset protection scheme entered into between RBS and the UK government on 26 November 2009 (as such scheme may be amended or varied from time to time);


 


“Group” in relation to any person, means any holding company, subsidiary or subsidiary undertaking of such person or any subsidiary or subsidiary undertaking of any such holding company;


 


“Group Retirement Benefit Arrangement” has the meaning given to it in paragraph 6.5 of Schedule 14;


 




  





13











  




 




“GTS Client Agreements” means those contracts, commitments, engagements, undertakings, arrangements, mandates and agreements entered into or orders made by or on behalf of, or the benefit of which is held on trust for or has been assigned to, the relevant Business Seller with a Customer under, pursuant or in relation to which any GTS Instrument is or may be issued, in each case (i) entered into prior to the NatWest Closing, in respect of the NatWest Businesses, the RBS Wales Closing, in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, by a Business Seller with a GTS Customer and (ii) if and to the extent that immediately prior to the Relevant Closing the same remains to be completed or performed (in whole or in part) by that Business Seller or remains in force;


 


“GTS Customers” means those Customers who are party to a GTS Client Agreement at (i) the NatWest Closing, in respect of the NatWest Businesses; (ii) the RBS Wales Closing, in respect of the RBS Wales Businesses; and (iii) the RBS England Closing, in respect of the RBS England Businesses;


 


“GTS Instruments” means each import or documentary letter of credit, bond, bank guarantee or standby letter of credit issued prior to the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, or the RBS England Closing in respect of the RBS England Businesses, pursuant or in relation to a GTS Client Agreement by a Business Seller to a third party beneficiary (for the avoidance of doubt, other than a Customer or GTS Customer), in each case if and to the extent that immediately prior to the Relevant Closing the same remains to be completed or performed (in whole or in part) by that Business Seller or remains in force, uncancelled and unreleased;


 


“Hedged Contracts” means the NatWest Hedged Contracts, the RBS England Hedged Contracts and the RBS Wales Hedged Contracts, and “Hedged Contract” means any one of them;


 


“Hedging ISDA” means the new ISDA Master Agreement and Schedule thereto to be entered into between RBS and ANTS prior to the NatWest Effective Time in accordance with the provisions of Clause 9.11 of this Agreement, which shall be based on the ISDA Master Agreement dated as of 28 April 1997 between RBS and ANTS but shall not have any Credit Support Annex thereto;


 


“HMRC Clearance” has the meaning given to it in paragraph 2.1 of Schedule 10;


 


“HM Treasury” means Her Majesty’s Treasury:


 


“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) and the official interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union;


 


“Indemnified GTS Collateral” has the meaning given to such term in Clause 9.12 (Obligation in respect of GTS Instruments);


 


“In-Flight Products” has the meaning given to it in paragraph 12.1 of Part B of Schedule 23;


 


“Information Memorandum” means the information memorandum concerning the Businesses provided to the Purchaser by or on behalf of RBSG on or about 23 February 2010;


 




  





14











  




 




***


 


“Insurance Claim” means a claim relating to an Insured Event made, or to be made, by the relevant Business Seller or, as the case may be, by the relevant member of the RBSG Group, to its insurers pursuant to any relevant insurance policy;


 


“Insured Event” means any event or omission which occurs to the extent that it relates to any of the Businesses and which is an event which is covered by any insurance policy held by any Business Seller or any member of the RBSG Group;


 


“Intellectual Property” means trade marks, service marks, trade names, domain names, get-up, logos, patents, inventions, registered and unregistered design rights, copyrights (including rights in software), database rights, trade secrets, know-how, rights in information and all other similar rights in any part of the world, whether or not such rights are registered, and including any applications and rights to apply for such registrations;


 


“Joint Implementation Committee” has the meaning given to it in Clause 6.2.1;


 


“Law and Regulations” means any applicable law, regulation or ordinance or any direction, instruction, pronouncement, requirement, decision of or contractual obligation owed to an applicable Regulatory Authority (including any relevant antitrust laws);


 


“Leaseback Properties” has the meaning given to it in paragraph 1 of Schedule 3;


 


“Leasehold Properties” has the meaning given to it in paragraph 1 of Schedule 3;


 


“Leases” has the meaning given to it in paragraph 1 of Schedule 3;


 


“Liability” means, with respect to any person, any indebtedness, liability or obligation of such person of any kind, character or description whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required by IFRS to be accrued in the financial statements of such person;


 


“LIBOR” means the British Bankers’ Association Interest Settlement Rate for deposits in £ (Pounds Sterling) for a period of three months which appears on the relevant Reuters Screen rounded upwards to four decimal places at approximately 11.00 am (London Time) on the day specified for the determination of an interest rate (or, if such day is not a Business Day, such rate from the immediately preceding Business Day) and, if no such screen rate is available, a replacement rate or service agreed between RBS and the Purchaser (such agreement not to be unreasonably withheld or delayed) or, in the absence of such agreement, the arithmetic mean of the rates quoted by the principal London offices of each member of the British Bankers Association LIBOR Contributor Panel for Pounds Sterling to leading banks in the London interbank market;


 


“Loan Guarantees/Security” means all agreements, deeds and other documents or instruments pursuant to which any relevant Business Seller is entitled to the benefit of any guarantee, indemnity, rental assignment, mortgage or security interest guaranteeing and/or securing any liability resulting from or in connection with any of the Client Agreements and any subordination document granted in connection with any of the Client Agreements (in each case excluding any Retain Retail Mortgage) in each case which was entered into in the course of any of the Businesses on or before the Friends and Family Transfer Date in


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





15











  




 




respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses to the extent that, immediately before the Relevant Closing, the same remained to be completed or performed (in whole or in part) or remain in force; and “Loan Guarantee/Security” means any one of them;


 


“Loan Impairment Amount” has the meaning given to it in paragraph 3.1.2 of Part 3 of Schedule 12;


 


“Long Life Assets” has the meaning given to it in paragraph 6.1 of Schedule 10;


 


“Long Stop Date” means (subject to Clause 4.2.3) *** (unless otherwise agreed by the Business Sellers and the Purchaser in writing);


 


“Losses” means all losses, liabilities, damages, costs (including legal costs and expenses, experts’ and consultants’ fees, expenses and costs and expenses of investigation and enforcement), charges, expenses, actions, proceedings, claims (including compensation claims), damages, interest, fines, penalties, awards, judgments, settlements and demands;


 


***


 


“Mid-Corporate and Complex SME Data Migration” means, in relation to the Mid-Corporate Business and the SME Business (to the extent it relates to the Complex SME Customers), the processes and procedures to be carried out by the relevant Business Seller and the Purchaser to migrate the Business Data in relation to the Mid-Corporate Business and the SME Business (to the extent it relates to the Complex SME Customers) from the systems of that Business Seller to the systems of the Purchaser in accordance with Clause 6.5.3 and in accordance with the Separation Plan;


 


“Mid-Corporate and Complex SME Data Migration Dates” means the dates on which the parties agree that the Mid-Corporate and Complex SME Data Migration shall occur;


 


“Mid-Corporate Business” means, in the case of each Business Seller, the banking business carried on by that Business Seller at the NatWest Closing in respect of the NatWest Businesses, at the RBS Wales Closing in respect of the RBS Wales Businesses, and at the RBS England Closing in respect of the RBS England Businesses to the extent it involves the sale or provision of any and all Products (including all Centralised Products and Products on Retained Sort Codes and Transferring Sort Codes) to the Mid-Corporate Customers but in all cases excluding any Excluded Business, the SME Business and the Retail Business;


 


“Mid-Corporate Customers” means, subject to Clause 2.8, those customers of the Business Sellers whose customer identification numbers are set out in Schedule 17 (excluding any Excluded Finance Customers and any Excluded Customers). For the avoidance of doubt, Mid-Corporate Customers shall not include any persons with a customer identification number set out in Schedule 22;


 


“Model Office Transfers” has the meaning given to it in paragraph 2.1 of Part B of Schedule 23;


 


“Monitoring Trustee” means the Monitoring Trustee appointed by RBSG by way of the Monitoring Trustee Mandate pursuant to the commitments in case State aid No N 422/2009


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





16











  




 




and N 621/2009 dated 20 May 2010 and approved by the European Commission on 17 May 2010;


 


 “Moveable and Immovable Assets” means in the case of each Business where a Business Property is being acquired, the plant and machinery, vehicles and other equipment (including information technology, telephony infrastructure, furniture, fixtures and fittings) owned by any of the Business Sellers or any member of the RBSG Group and used predominantly by any Business Seller for the purposes of that Business or (other than in respect of information technology) situate (or normally situate) at such a Business Property subject to the terms and conditions of the relevant lease in each case at the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses;


 


“NatWest Bid Value” means that part of the Final Bid Value to be allocated to the NatWest Businesses in accordance with Schedule 9, such amount to be allocated between NatWest and NWHL;


 


“NatWest Business Assets” means the Business Assets owned by NatWest and NWHL;


 


“NatWest Businesses” means the Businesses to the extent they are carried on by NatWest or NWHL;


 


“NatWest Business Intellectual Property” means all ownership rights held by any member of the RBSG Group in Intellectual Property (excluding (a) any trade marks other than those listed in paragraph 1.5 of Part 1 of Schedule 4 and (b) information technology and software other than that comprising, installed on or incorporated in any Moveable Asset) which was used exclusively in the course of the NatWest Business at or immediately before the NatWest Closing;


 


“NatWest Closing” means the completion of the sale of the NatWest Businesses pursuant to Clause 7 of this Agreement;


 


“NatWest Closing Date” means the date on which the NatWest Closing takes place;


 


“NatWest Closing Statement” means a statement setting out the aggregate amount of the tangible net assets of the NatWest Businesses as at the NatWest Closing, to be prepared by the Business Sellers in accordance with Clause 8 and Parts 1 and 2 of Schedule 12, as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12;


 


“NatWest Effective Time” means the date and time on which the NatWest Businesses (excluding any Non-Scheme Assets) transfer under the Scheme according to its terms, which, as set out in the Separation Plan as at the date of this Agreement, is expected to be ***


 


“NatWest Hedged Contract” means each derivative transaction governed by, subject to or embedded within a Client Agreement, the benefit and burden of which transfers to the Purchaser at NatWest Closing in accordance with the terms of this Agreement, and in respect of which (a) a member of the RBSG Group has entered into a related hedge position on or prior to NatWest Closing in respect of the NatWest Businesses and (b) in relation to a derivative transaction embedded within a Client Agreement, the terms of that derivative transaction are replicated in one or more specific internal hedge position(s) between the Corporate Banking Division of the RBSG Group and the Global Banking and


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 










  





17











  




 




Markets Division of the RBSG Group entered in the books and records of the RBSG Group;


 


“NatWest Portfolio Swap(s)” means the business to business portfolio derivative transaction(s) relating to the NatWest Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at NatWest Closing and each evidenced by a Confirmation to the Hedging ISDA;


 


“NatWest Purchase Price” has the meaning given to it in Clause 3.1;


 


“NatWest Relevant Employees” means those Relevant Employees wholly or mainly assigned to the NatWest Businesses at the NatWest Closing Date (as determined by the Business Sellers);


 


“NatWest Tangible Net Asset Value” means the aggregate amount of the tangible net assets of the NatWest Businesses at the NatWest Closing, as shown in the NatWest Closing Statement (which amount may be a positive or negative number);


 


“NatWest Trade Marks” has the meaning given to it in paragraph 1.3 of Part 3 of Schedule 4;


 


“NatWest Transitional Trade Mark Licence” means the non-exclusive, royalty free transitional trade mark licence to be entered into at the NatWest Closing in respect of the NatWest Trade Marks in accordance with the terms of Part 2 of Schedule 4;


 


“Non Relationship Managed SME Customers” means business customers who at the relevant time on or prior to the Relevant Closing have a Product held on a Transferring Sort Code, other than Relationship Managed SME Customers, Excluded SME Customers, Excluded Customers and Excluded Finance Customers;


 


“Non-Scheme Assets” has the meaning given to it in Clause 4.5.1;


 


“Notice” has the meaning given to it in Clause 16.13;


 


“Order” means The Value Added Tax (Special Provisions) Order 1995, SI 1995/1268, as variously amended;


 


“Other Business Assets” means, in the case of each Business, such assets, properties and rights as are owned by the relevant Business Seller or any other member of the RBSG Group and used and/or held exclusively for the purposes of that Business at the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses (including Cash at the Relevant Closing but excluding the Excluded Assets and any other assets falling within Clause 2.2.1(i)-(x));


 


“Owned Properties” has the meaning given to it in paragraph 1 of Schedule 3;


 


“Part 8 Claim Form” means the claim form to be agreed in accordance with Clause 4.4 between the Purchaser and the Business Sellers to be presented to the Court in respect of the Scheme;


 


“Payment Date” means the date falling five Business Days after the date on which the process described in paragraph 3 of Part 1 of Schedule 12 for the preparation and determination of the Closing Statements is complete;


 


“Payments Co-Existence Agreement” has the meaning given to it in paragraph 9.1 of Part B of Schedule 23;


 




  





18











  




 




“Permits” has the meaning given to it in paragraph 7.1 of Schedule 14;


 


“Physical Data Room” has the meaning ascribed to it in paragraph 2 of the General Disclosures Section of the Disclosure Letter;


 


“Portfolio Swaps” means the NatWest Portfolio Swap(s), the RBS England Portfolio Swap(s) and the RBS Wales Portfolio Swap(s);


 


“PPA” means an agreement between either:


 



	 	
(i)  

	
West Register (Investments) Limited, a Business Seller and a Customer or guarantor; or







 



	 	
(ii)  

	
a Business Seller and a Customer or guarantor,







 


pursuant to which the Customer or guarantor agrees to pay, at a particular point in time or upon the occurrence of a particular event and subject to certain conditions, a fee to West Register (Investments) Limited or the Business Seller based on the value of a specific real estate asset owned by the Customer and the Customer or guarantor’s liability under such agreement is secured by a legal charge over the real estate asset referenced in such agreement and any deed of priority or fee agreement second charge relating thereto;


 


“Pre-Closing Taxation” means Taxation arising in relation to any period for Taxation purposes ending on or before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses or, in relation to any period which begins before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses and ends after the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, that part of such period that ended on the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses and (in the case of any Taxes which are not computed by reference to periods) any Taxation arising by reference to an Event which occurred on or before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, in each case where such Taxation (a) arises in respect of a Business or (b) is Taxation for which any Business Seller is primarily liable, but excluding


 




	 	
(a)

	
any such Taxation which is attributable to receipts, income, profits or gains earned or received by or accruing to any member of the Purchaser’s Group, or any purchaser, assignee or other transferee therefrom (not being a Business Seller or a member of a Business Seller’s Group), after the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales







 




  





19











  






 





Businesses, and the RBS England Closing in respect of the RBS England Businesses; or


 





	
  

	
(b)

	
any such Taxation which would not have arisen but for a voluntary Event caused or carried out by the Purchaser or any other member of the Purchaser’s Group after the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses; or







 



	
  

	
(c)

	
any VAT or Transaction Taxes or stamp duty in respect of which any of Clauses 3.5, 16.10, 16.11, and 16.12 and Schedule 10 apply;







 



***


 




***


 


***


 


***


 


“Procedures and Policies” has the meaning given to it in paragraph 5.5 of Schedule 14;


 


“Product Name” means any unregistered trade mark, service mark or trade name or other form of words owned by any member of the RBSG Group and used as the product name of any of the Products, excluding any part of such product name to the extent that it reproduces or includes any RBS Trade Marks or NatWest Trade Marks;


 


“Products” means, in the case of each Business, all products sold or provided to customers of the Business Sellers by the Business Sellers which fall within the categories set out below:


 



	 	
(a)  

	
savings accounts;







 



	 	
(b)  

	
current accounts;







 



	 	
(c)  

	
mortgages (other than Excluded Mortgages);







 



	 	
(d)  

	
in the case of the Retail Business, personal loans;







 



	 	
(e)  

	
in the case of the SME Business and Mid-Corporate Business, commercial loans;







 



	 	
(f)  

	
in the case of the SME Business and Mid-Corporate Business, commercial deposits (including base rate and money market deposits) and other products sold or provided to Customers pursuant to a GBM Client Agreement;







 



	 	
(g)  

	
overdrafts;







 



	 	
(h)  

	
credit and charge cards (other than any co-branded credit cards and charge cards and, for the purposes of this Agreement, any reference to “credit cards” and/or “charge cards” shall be interpreted to exclude any co-branded credit cards and charge cards); and







 



	 	
(i)  

	
any structured finance and leveraged finance products held by SME Customers and Mid-Corporate Customers which the Purchaser has elected to include in the Businesses in accordance with Clause 2.11 (but only in respect of those Customers who have been reviewed as part of the due diligence conducted by or







 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





20











  




 













on behalf of the Purchaser as described in Clause 2.11 and in respect of which any such election relates),




 



including, but not limited to, the Products listed in Schedule 16;




 


“Pro Forma Financial Information” means the financial information for the Businesses for the twelve month period ended on the Pro Forma Financial Information Date, set out in document A.25 of the Data Room;


 


“Pro Forma Financial Information Date” means 31 December 2009;


 


“Property Third Party Consents” has the meaning given to it in Schedule 3;


 


“Purchase Price” has the meaning given to it in Clause 3.1;


 


***


 


***


 


“Purchaser’s Group” means the Purchaser and the members of its Group from time to time;


 


“Rainbow Data” means information regarding Customers retrievable from a database maintained by any member of the RBSG Group (including any such database to which any member of the RBSG Group has access following the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses);


 


“RBS Businesses” means the RBS Wales Businesses and the RBS England Businesses;


 


“RBS Business Intellectual Property” means all ownership rights held by any member of the RBSG Group in Intellectual Property (excluding (a) any trade marks other than those listed in paragraph 1.5 of Part 1 of Schedule 4 and (b) information technology and software other than that comprising, installed on or incorporated in any Moveable Asset) which was used exclusively in the course of the RBS Businesses at or immediately before the RBS Wales Closing;


 


“RBS England Bid Value” means that part of the Final Bid Value to be allocated to RBS in respect of the RBS England Businesses in accordance with Schedule 9;


 


“RBS England Business Assets” means the Business Assets in respect of the RBS England Businesses;


 


“RBS England Businesses” means the Businesses to the extent they are carried on by RBS in England;


 


“RBS England Closing” means the completion of the sale of the RBS England Businesses pursuant to Clause 7 of this Agreement;


 


“RBS England Closing Date” means the date on which the RBS England Closing takes place;


 


“RBS England Closing Statement” means a statement setting out the aggregate amount of the tangible net assets of the RBS England Businesses as at the RBS England Closing


 





*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





21











  






 


to be prepared by the Business Sellers in accordance with Clause 8 and Parts 1 and 2 of Schedule 12 as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12;


 


“RBS England Effective Time” means the date and time on which the RBS England Businesses (excluding any Non-Scheme Assets) transfer under the Scheme according to its terms, which as set out in the Separation Plan as at the date of this Agreement is expected to be ***


 


“RBS England Hedged Contracts” means each derivative transaction governed by, subject to or embedded within a Client Agreement, the benefit and burden of which transfers to the Purchaser at the RBS England Closing in accordance with the terms of this Agreement, and in respect of which (a) a member of the RBSG Group has entered into a related hedge position on or prior to RBS England Closing in respect of the RBS England Businesses and (b) in relation to a derivative transaction embedded within a Client Agreement, the terms of that derivative transaction are replicated in one or more specific internal hedge position(s) between the Corporate Banking Division of the RBSG Group and the Global Banking and Markets Division of the RBSG Group entered in the books and records of the RBSG Group;


 


“RBS England Portfolio Swap(s)” means the business to business portfolio derivative transaction(s) relating to the RBS England Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at the RBS England Closing and each evidenced by a Confirmation to the Hedging ISDA;


 


“RBS England Purchase Price” has the meaning given to it in Clause 3.1;


 


“RBS England Tangible Net Asset Value” means the aggregate amount of the tangible net assets of the RBS England Businesses at the RBS England Closing, as shown in the RBS England Closing Statement (which amount may be a positive or a negative number);


 


“RBSG” means The Royal Bank of Scotland Group plc;


 


“RBSG Group” means RBSG and its subsidiaries and subsidiary undertakings from time to time;


 


“RBSG Group GBM Customer” means those Customers listed in Schedule 25;


 


***


 


“RBS Hedged Contracts” means a GBM Client Agreement, the benefit and burden of which transfers to the Purchaser at the RBS Wales Closing in respect of the RBS Wales Businesses, or the RBS England Closing in respect of the RBS England Businesses, in accordance with the terms of this Agreement, and in respect of which a member of the RBSG Group has entered into a related hedge position on or prior to RBS Wales Closing or RBS England Closing (as the case may be) in respect of the RBS Businesses;


 


“RBS Portfolio Swap(s)” means the business to business portfolio swap agreement(s) relating to the RBS Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at the RBS Wales Closing in respect of the RBS Wales Businesses, and at the RBS England Closing in


 





*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





22











  






 


respect of the RBS England Businesses, and each evidenced by a Confirmation to the Hedging ISDA;


 


“RBS Trade Marks” has the meaning given in paragraph 1.3 of Part 4 of Schedule 4;


 


“RBS Transitional Trade Mark Licence” means the non-exclusive, royalty free transitional trade mark licence to be entered into at the RBS Wales Closing in respect of the RBS Trade Marks in accordance with the terms of Part 2 of Schedule 4;


 


“RBS Wales Bid Value” means that part of the Final Bid Value to be allocated to RBS in respect of the RBS Wales Businesses in accordance with Schedule 9;


 


“RBS Wales Business Assets” means the Business Assets in respect of the RBS Wales Businesses;


 


“RBS Wales Businesses” means the Businesses to the extent they are carried on by RBS in Wales;


 


“RBS Wales Closing” means the completion of the sale of the RBS Wales Businesses pursuant to Clause 7 of this Agreement;


 


“RBS Wales Closing Date” means the date on which the RBS Wales Closing takes place;


 


“RBS Wales Closing Statement” means a statement setting out the aggregate amount of the tangible net assets of the RBS Wales Businesses as at the RBS Wales Closing to be prepared by the Business Sellers in accordance with Clause 8 and Parts 1 and 2 of Schedule 12 as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12;


 


“RBS Wales Effective Time” means the date and time on which the RBS Wales Businesses (excluding any Non-Scheme Assets) transfer under the Scheme according to its terms, which, as set out in the Separation Plan as at the date of this Agreement, is expected to be ***


 


“RBS Wales Hedged Contracts” means each derivative transaction governed by, subject to or embedded within a Client Agreement, the benefit and burden of which transfers to the Purchaser at the RBS Wales Closing in accordance with the terms of this Agreement, and in respect of which (a) a member of the RBSG Group has entered into a related hedge position on or prior to RBS Wales Closing in respect of the RBS Wales Businesses and (b) in relation to a derivative transaction embedded within a Client Agreement, the terms of that derivative transaction are replicated in one or more specific internal hedge position(s) between the Corporate Banking Division of the RBSG Group and the Global Banking and Markets Division of the RBSG Group entered in the books and records of the RBSG Group;


 


“RBS Wales Portfolio Swap(s)” means the business to business portfolio derivative transaction(s) relating to the RBS Wales Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at the RBS Wales Closing and each evidenced by a Confirmation to the Hedging ISDA


 


“RBS Wales Purchase Price” has the meaning given to it in Clause 3.1;


 


“RBS Wales Relevant Employees” means those Relevant Employees allocated to the RBS Wales Businesses (as determined by the Business Sellers);


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





23











  




 




“RBS Wales Tangible Net Asset Value” means the aggregate amount of the tangible net assets of the RBS Wales Businesses at the RBS Wales Closing, as shown in the RBS Wales Closing Statement (which amount may be a positive or a negative number);


 


“Regulatory Authority” means (i) any government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, agency, bureau, board, commission, court, department, tribunal or instrumentality thereof or (ii) any banking or financial services or other regulatory authority which regulates or supervises any part of the Businesses;


 


“Relationship Managed SME Customers” means business customers who at the relevant time on or prior to the Relevant Closing have a Product held on a Transferring Sort Code and:


 



	 	
(a)  

	
who have a designated non branch-based relationship manager;







 



	 	
(b)  

	
who have a relationship manager with specialist credit-focused relationship management expertise; or







 



	 	
(c)  

	
who are customers of the Business Sellers’ “Direct” banking business,







 


other than Excluded SME Customers, Excluded Customers and Excluded Finance Customers;


 


“Relevant Capacity” means directly or indirectly for its own account or for that of any person, firm or company (other than, in the case of the Business Sellers, the Purchaser), including through the medium of any person, firm or company controlled by it, or in conjunction with any other person;


 


***


 


“Relevant Employees” means the Current Employees together with (i) any employees hired to work in the Business in accordance with Clause 5.1.2(xvi); and (ii) the Further Allocated Employees; but excluding (a) anyone whose employment terminates after the date of the Original Agreement; (b) anyone specifically excluded by written agreement with the Purchaser; and (c) any employees providing Transitional Services under the Transitional Services Agreement;


 


"Relevant Mortgage Manager Platform Mortgages" means those limited number of mortgages contained on the mortgage platform of the Business Sellers called "Mortgage Manager" as have been discussed by the parties immediately prior to the execution of this Agreement and in respect of which the provisions of paragraph 13 of Part B of Schedule 23 relate;


 


“Relief” includes any relief, loss, allowance, exemption, set-off, deduction or credit in computing or against profits or Taxation;


 


“Reporting Accountants” means Deloitte LLP or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, an internationally recognised firm of accountants (with a specialist forensics or dispute resolution department or group) to be agreed by the Business Sellers and the Purchaser;


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 










  





24











  






 


***


 


“Retail Business” means:


 



	 	
(a)  

	
in the case of NatWest and NWHL, the banking business carried on by NatWest and NWHL at the NatWest Closing;







 



	 	
(b)  

	
in the case of RBS, the banking business carried on by RBS at the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses)







 


to the extent it involves the sale or provision of Retail Products to Retail Customers, but excluding any Excluded Business, the Mid-Corporate Business and the SME Business;


 


“Retail Customers” means retail banking customers of the Business Sellers who have Products held on Transferring Sort Codes at the relevant time on or prior to the Relevant Closing other than SME Customers, Mid-Corporate Customers, Excluded Customers and employees of the RBSG Group who are not Relevant Employees;


 


“Retail Products” means, in respect of a Retail Customer of a Business Seller, all Products held on any Transferring Sort Code, subject to such amendments as the parties may agree from time to time through the Joint Implementation Committee in accordance with Part B of Schedule 23, and:


 



	 	
(a)  

	
if the Retail Customer has a Product on a Transferring Sort Code and does not have any Products held on a Retained Sort Code all other Centralised Products held by such Retail Customer with that Business Seller; or







 



	 	
(b)  

	
if the Retail Customer has Products held on both a Transferring Sort Code and a Retained Sort Code, to the extent that the Retail Customer’s Best Branch is a Transferring Sort Code, all other Centralised Products held by such Retail Customer with that Business Seller;







 


"Retained Business Receivable" means a payment received by the Purchaser's Group in respect of the Excluded Business including in respect of a customer of the Business Sellers who is not a Customer;


 


“Retained Sort Code” means a sort code of a Business Seller which is not a Transferring Sort Code;


 


“Safe Custody Items” has the meaning given to it in Clause 2.9;


 


“Safe Custody Agreements” means those contracts or bailment arrangements entered into by the Business Sellers with Customers in respect of the deposit of an item at a Business Property which is a branch for safe custody which were entered into in the course of such Business on or before the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses and in respect of which the Business Sellers provide the information as set out in Clause 2.9.1 by the dates specified therein to the extent that, immediately before the Relevant Closing, the same remain to be completed or performed (in whole or in part) or remain in force;


 


“Scheme” means the scheme of arrangement in respect of the Businesses (excluding any Non-Scheme Assets) to be proposed in accordance with Part VII of the Act to be agreed in 


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





25











  




 










accordance with Clause 4.4 and as such scheme may be amended by agreement between the Business Sellers and the Purchaser;


 


“Scheme Documents” means the Scheme, the Part 8 Claim Form, newspaper notices, order on initial application, the Court Order, witness statements and all other documents required by the Court in order to sanction the Scheme;


 


“Scheme Posting Date” means the date on which formal notification of the Scheme is first sent to Customers which, as set out in the Separation Plan as at the date of this Agreement, is expected to be ***


 


“SDLT” means stamp duty land tax together with any interest, fines and penalties in relation thereto;


 


“SDRT” means stamp duty reserve tax together with any interest, fines and penalties in relation thereto;


 


“Securitised Mortgage” means a mortgage which (i) was at the date of the Original Agreement; or (ii) is at the NatWest Closing Date in respect of the NatWest Businesses, the RBS Wales Closing Date in respect of the RBS Wales Businesses or the RBS England Closing Date in respect of the RBS England Businesses, securitised by, or subject to a covered bond programme of, the relevant Business Seller or any member of the RBSG Group, other than in each case those mortgages which are subject to the Bank of England’s Special Liquidity Scheme or the Bank of England’s Discount Window Facility;


 


“Segregation” means the actions to be taken by the Business Sellers or any member of the RBSG Group for the segregation of the Businesses and Customers within the RBSG Group for the purpose of the sale of the Businesses, including:


 



	 	
(a)  

	
the segregation of those persons who are employees of the RBSG Group but are not Relevant Employees from the other customers of the Retail Business;







 



	 	
(b)  

	
the segregation of the Relevant Employees from other employees of the RBSG Group;







 



	 	
(c)  

	
Property Segregation (as defined in Schedule 3);







 



	 	
(d)  

	
the segregation of the operational reporting procedures of the Businesses from the operational reporting procedures of the RBSG Group;







 



	 	
(e)  

	
Sort Code Allocations and the segregation of Customers pursuant to such Sort Code Allocations; and







 



	 	
(f)  

	
the reallocation of non-customer products transferring with the Businesses on sort codes for internal business operations and financial accounting purposes onto new sort codes (which will transfer with the Businesses) or Transferring Sort Codes,







 


but excluding the Data Migration and the Mid-Corporate and Complex SME Data Migration;


 


***


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





26











  




 










“Seller Warranties” means the representations, warranties and undertakings given by the Business Sellers pursuant to Clause 10 and Schedule 14 and “Seller Warranty” means any one of them;


 


***


 


“Separation” means the separation of the Businesses from the other businesses and operations of the RBSG Group, including, for the avoidance of doubt, activities relating to the same undertaken by the parties following Closing in accordance with this Agreement, the Transitional Services Agreement and the Separation Plan;


 


“Separation Plan” has the meaning given to it in Clause 6;


 


“SME Business” means:


 



	 	
(a)  

	
in the case of NatWest and NWHL, the banking business carried on by NatWest and NWHL at the NatWest Closing;







 



	 	
(b)  

	
in the case of RBS, the banking business carried on by RBS at the RBS Wales Closing Date (in respect of the RBS Wales Business) and the RBS England Closing Date (in respect of the RBS England Business);







 


subject to such amendments as the parties may agree from time to time through the Joint Implementation Committee in accordance with Part B of Schedule 23, to the extent it involves the sale or provision of:


 



	 	
(a)  

	
in relation to a Relationship Managed SME Customer:







 



	 	
(i)  

	
all Products of that Business Seller on a Transferring Sort Code or a Retained Sort Code held by that Relationship Managed SME Customer; and







 



	 	
(ii)  

	
all Centralised Products of that Business Seller held by that Relationship Managed SME Customer; and







 



	 	
(b)  

	
in relation to Non Relationship Managed SME Customer:







 



	 	
(i)  

	
all Products of that Business Seller held on a Transferring Sort Code by that Non Relationship Managed SME Customer; and







 



	 	
(ii)  

	
all Centralised Products of that Business Seller held by that Non Relationship Managed SME Customer,







 


in each case excluding the Excluded Business, the Mid-Corporate Business and the Retail Business;


 


“SME Customer List” means the list of customer identification numbers in relation to the SME Customers dated 30 June 2010 as set out in document A.31 of the Data Room;


 


“SME Customers” means the Relationship Managed SME Customers and the Non Relationship Managed SME Customers (details of such customers existing as at 30 June 2010 being set out in the SME Customer List);


 


“SME Relationship Manager” means an employee of a Business Seller who holds the position of relationship manager and the majority of whose clients are SME Customers;


 


“Sort Code Allocation” means:


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





27











  












 



	 	
(a) 

	
***







 



	 	
(b)  

	
the allocation or reallocation of Products which are transferring with the Businesses on Retained Sort Codes onto new sort codes (which will transfer with the Businesses); and







 



	 	
(c)  

	
the allocation or reallocation of Centralised Products transferring with the Businesses onto new sort codes (which will transfer with the Businesses);







 


“Standard Form Client Agreement” means the standard form Client Agreements and the standard form Loan Guarantees/Security documents used by the Businesses in connection with the offering to Customers of any Products;


 


“State Aid Commitments” means the commitments offered by RBSG pursuant to the case State aid No N 422/2009 and N 621/2009 and laid down in the Term Sheet for UK State Aid Commitments in respect of the RBSG Group;


 


“State Aid Letter” means the letter dated 14 December 2009 from the European Commission to the Secretary of State for Foreign Affairs (with the subject State aid No N422/2009 and N621/2009 – United Kingdom – Restructuring of Royal Bank of Scotland by the State and its participation in the Asset Protection Scheme) (as amended or supplemented from time to time);


 


“Structured Products” has the meaning given to it in Clause 2.11;


 


“Tangible Net Asset Value” means the aggregate of the NatWest Tangible Net Asset Value, the RBS Wales Tangible Net Asset Value and the RBS England Tangible Net Asset Value (which amount may be a positive or a negative number);


 


“Taxation” or “Tax” includes all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person (whether primarily or secondarily liable) and all penalties, charges, costs and interest relating to any of the foregoing;


 


“Tax Authority” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;


 


“Tax Litigation” means any claim, legal action, proceeding, suit, litigation, prosecution, investigation, arbitration or other dispute resolution process, or administrative or criminal proceedings, or regulatory agency action (or any judgment, decree, injunction, order or decision relating to any of the foregoing) relating to Tax;


 


“Tax Warranties” means the Seller Warranties set out in paragraphs 14 to 17 (inclusive) of Schedule 14;


 


“Third Party Claim” has the meaning given to it in Clause 12.4;


 


“Third Party Consents” means all consents, licences, approvals, permits, authorisations or waivers required from third parties for the assignment, transfer or novation in favour of


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





28











  




 










the Purchaser of any of the Contracts or the Loan Guarantees/Security, as the case may be, and “Third Party Consent” means any one of them;


 


“Third Party Rights Clauses” has the meaning given to it in Clause 16.5.1;


 


“Total Customer Liabilities” means the aggregate liabilities represented by Customers’ savings deposits, money market deposits, current account deposits and personal account deposits as calculated in accordance with the accounting policies and principles that were used by the Business Sellers in the preparation of the Pro-Forma Financial Information;


 


“Trade Mark Assignments” means the trade mark assignments in substantially the form set out in Part 5 of Schedule 4 to be entered into at the NatWest Closing in accordance with the terms of paragraph 1.5 of Part 1 of Schedule 4;


 


“Transaction Documents” means the Original Agreement, this Agreement, the Scheme Documents, the Transitional Trade Mark Licences, the Trade Mark Assignments, the Portfolio Swaps and the TSA and any other agreements, documents or instruments entered into between any of the Business Sellers on the one hand and the Purchaser on the other hand pursuant to or in connection with this Agreement;


 


“Transaction Taxes” means all notarial fees and all registration, stamp and transfer taxes, fees and duties or their equivalents which are payable in any jurisdiction in respect of this Agreement or the transactions contemplated by this Agreement, including, without limitation, stamp duty, SDLT and SDRT payable in the United Kingdom;


 


“Transferring Sort Codes” means the sort codes of the Business Sellers set out in Schedule 2 to be transferred to the Purchaser (subject to any amendments pursuant to the Sort Code Allocation) as such Schedule may be amended from time to time by agreement of the parties through the Joint Implementation Committee in accordance with Part B of Schedule 23;


 


“Transitional Services” means the services provided under the Transitional Services Agreement;


 


“Transitional Services Agreement” or “TSA” means the transitional services agreement in the Agreed Terms and on such further terms, if any, as are agreed pursuant to Schedule 8, relating to the provision of certain services by the Business Sellers and/or other members of the RBSG Group to the Purchaser after Closing;


 


“Transitional Trade Mark Licences” means the NatWest Transitional Trade Mark Licence and the RBS Transitional Trade Mark Licence;


 


“UKFI” means UK Financial Investments Limited;


 


“VAT” means United Kingdom Value Added Tax;


 


“VATA 1994” means the Value Added Tax Act 1994; and


 


“West Register Business Assets” means any PPA with a Customer in respect of which West Register (Investments) Limited is a counter-party.


 



	
1.2  

	
Rights and Liabilities of the Business Sellers







 


Each Business Seller shall have rights and liabilities (including in relation to payment) under or in relation to a breach of any Transaction Document on a joint and several basis and references to “Business Seller” shall be construed accordingly.


 




  





29











  






 



	
1.3  

	
Singular, plural, gender







 


References to one gender include all genders and references to the singular include the plural and vice versa.


 


 



	
1.4  

	
References to persons and companies







 


References to:


 



	
1.4.1 

	
a person include any individual, firm, company, corporation, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, partnership or unincorporated association (whether or not having separate legal personality); and







 



	
1.4.2  

	
a company include any company, corporation or any body corporate, wherever and however incorporated or established.







 



	
1.5  

	
Subsidiaries and holding companies







 


The words “holding company”, “subsidiary” and “subsidiary undertaking” shall have the same meanings in this Agreement as their respective definitions in the Companies Act 2006 (United Kingdom).


 



	
1.6  

	
Schedules etc.







 


References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.


 



	
1.7  

	
References to agreements etc.







 


References to any agreement, instrument or deed shall be to such agreement, instrument or deed as amended, varied, modified, supplemented, extended, novated, renewed or replaced from time to time.


 



	
1.8  

	
Legal Terms and Statutes







 



	
1.8.1  

	
References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction and, unless otherwise provided, expressions defined in the UK Companies Act 2006 have the meanings there given to them.







 



	
1.8.2  

	
A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted.







 



	
1.9  

	
Non-limiting effect of words







 


The words “including”, “include”, “in particular” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.


 




  





30











  




 





	
1.10  

	
Headings







 


All headings and titles are inserted for convenience only. They are to be ignored in the interpretation of this Agreement.


 



	
1.11  

	
References to “after-Tax basis”







 


Where this Agreement refers to an indemnity being provided or a payment being made on an “after-Tax basis” such references shall be construed as meaning that:


 



	
1.11.1  

	
the amount payable shall be determined having regard to, or after taking into account, the extent to which any Tax would be payable by the recipient which is referable to the matter giving rise to the payment and the extent to which the recipient will be entitled to any Relief which is referable to the matter giving rise to the payment; and







 



	
1.11.2  

	
to the extent that the payment is subject to Tax in the hands of the recipient or by way of withholding or deduction, it shall be increased to the extent required to ensure that the benefit of the indemnity or payment is equivalent to the benefit that would have been received if there was no Tax referable to, or payable in respect of, the payment.







 



	
1.12  

	
References to “Relevant Closing”







 


References in this Agreement to “Relevant Closing” (including in the phrase “Relevant Closing Date”) shall mean (i) in respect of the NatWest Businesses and the NatWest Business Assets, the NatWest Closing; (ii) in respect of the RBS Wales Businesses and the RBS Wales Business Assets, the RBS Wales Closing; and (iii) in respect of the RBS England Businesses and the RBS England Business Assets, the RBS England Closing.


 



	
2  

	
Agreement to Sell the Businesses







 



	
2.1  

	
Sale and Purchase







 


On and subject to the terms of this Agreement:


 



	
2.1.1  

	
the Business Sellers will sell;







 



	
2.1.2  

	
the Purchaser will purchase,







 


the Businesses as a going concern, in each case with effect from the RBS Wales Effective Time in respect of the RBS Wales Businesses, the RBS England Effective Time in respect of the RBS England Businesses, and the NatWest Effective Time in respect of the NatWest Businesses; and


 



	
2.1.3  

	
the Business Sellers will transfer the Friends and Family Assets to the Purchaser with effect from the relevant Friends and Family Transfer Date.







 



	
2.2  

	
Sale of the Businesses







 



	
2.2.1  

	
Subject to Clause 2.2.2, the sale of each Business to be sold under this Agreement shall comprise:







 



	 	
(i)  

	
the Business Properties (subject to and on the terms set out in Schedule 3);







 




  





31











  




 





	 	
(ii)  

	
the Business Intellectual Property (subject to and on the terms set out in Schedule 4);







 



	 	
(iii)  

	
the Goodwill;







 



	 	
(iv)  

	
the Moveable and Immovable Assets;







 



	 	
(v)  

	
the Business ATMs;







 



	 	
(vi)  

	
the rights and benefits (subject to the burden) of the relevant Business Seller or a member of the RBSG Group arising under the Contracts (subject to and on the terms set out in the Scheme and/or Schedule 5);







 



	 	
(vii)  

	
the rights and benefits of the relevant Business Seller or a member of the RBSG Group arising under the Loan Guarantees/Security (subject to and on the terms set out in the Scheme and/or Schedule 5);







 



	 	
(viii)  

	
the benefit (so far as the same can lawfully be assigned or transferred to the Purchaser) of the Claims;







 



	 	
(ix)  

	
all rights, title and interest of the relevant Business Seller in the Books and Records;







 



	 	
(x)  

	
the Business Receivables; and







 



	 	
(xi)  

	
the Other Business Assets.







 


The Business Assets shall be sold free from Encumbrances and together with all rights attaching to them as at the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses. Without prejudice to Clause 2.2.3, risk in the Friends and Family Assets shall pass with effect from the Friends and Family Transfer Date, risk in the NatWest Business Assets shall pass with effect from the NatWest Closing, risk in the RBS Wales Business Assets shall pass with effect from the RBS Wales Closing and risk in the RBS England Business Assets shall pass with effect from the RBS England Closing, save that where a Business Asset is not transferred to the Purchaser on the relevant Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Business Assets, the RBS Wales Closing in respect of the RBS Wales Business Assets or the RBS England Closing in respect of the RBS England Business Assets, risk in that Business Asset shall not pass to the Purchaser on the Relevant Closing but shall pass with effect from the time at which such Business Asset is transferred to the Purchaser (unless such Business Asset is a Contract or Loan Guarantee/Security and the benefit of such Contract or Loan Guarantee/Security passes to the Purchaser in accordance with Schedule 5 in which case the risk shall pass at the time the benefit passes in accordance with the provisions of Schedule 5).


 


If any asset which the parties intend to form part of the sale and purchase pursuant to this Agreement but which does not fall within the definition of "Business Asset" is held by a member of the RBSG Group other than one of the Business Sellers, the Business Sellers shall procure that such asset is transferred to the Purchaser at the Friends and Family Transfer Date (if such asset is, or is intended to be, part of the Friends and Family Transfer), the NatWest Closing (if such asset is, or is


 




  





32











  




 




intended to be, part of the NatWest Businesses), the RBS Wales Closing (if such asset is, or is intended to be, part of the RBS Wales Businesses) or the RBS England Closing (if such asset is, or is intended to be, part of the RBS England Businesses) and such asset shall, for the purposes of this Agreement, be treated as a Business Asset.


 



	
2.2.2  

	
There shall be excluded from the sale of the Businesses under this Agreement:







 



	 	
(i)  

	
any asset, contract, undertaking, arrangement or agreement not referred to in Clause 2.2.1;







 



	 	
(ii)  

	
any information technology platforms and channels;







 



	 	
(iii)  

	
any insurance policy or insurance claim (without prejudice to the provisions of Clause 14);







 



	 	
(iv)  

	
the Excluded Business;







 



	 	
(v)  

	
the Bancassurance Joint Venture and any rights or obligations thereunder or relating thereto;







 



	 	
(vi)  

	
any Client Agreements or Loan Guarantees/Security between the Business Sellers and another member of the RBSG Group (in the capacity as customer);







 



	 	
(vii)  

	
any Products, Client Agreements or Loan Guarantees/Security that have been written off by the Business Sellers in accordance with RBSG’s standard accounting policies;







 



	 	
(viii)  

	
amounts due from any relevant Tax Authority or member of the RBSG Group in respect of Taxation or any Relief in respect of Taxation;







 



	 	
(ix)  

	
any rights of any member of the RBSG Group (including rights of set off or counterclaim) to the extent that such rights relate predominantly to assets referred to in this Clause 2.2.2 or Excluded Liabilities;







 



	 	
(x)  

	
any safe custody items at the Business Properties which are not Safe Custody Items,







 


(together, the “Excluded Assets”). For the avoidance of doubt, the Excluded Assets shall include any asset, contract, undertaking, arrangement and agreement whether written or otherwise in respect of the products and services provided by or in connection with (a) any business (including the asset finance business) carried on under the “Lombard” name or brand and in connection with any loans from Lombard Direct Loans; or (b) products and services provided by or in connection with any invoice finance business carried on under the “RBS Invoice Finance” name or brands.


 



	
2.2.3 

	
***







 



	
2.2.4  

	
***







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





33











  












 



	
2.3  

	
Business Properties and Leaseback Properties







 


The provisions of Schedule 3 shall apply in respect of the Business Properties and the Leaseback Properties.


 



	
2.4  

	
Intellectual Property







 


The provisions of Schedule 4 shall apply in respect of the Business Intellectual Property.


 



	
2.5  

	
Contracts, Retain Retail Mortgages and Lombard Shared Security







 


The provisions of Schedule 5 shall apply in respect of the Contracts, Loan Guarantees/Security, the Retain Retail Mortgages and Lombard Shared Security.


 



	
2.6  

	
Relevant Employees and Group Retirement Benefit Arrangements







 



	
2.6.1  

	
The provisions of Schedule 6 shall apply in respect of the Relevant Employees.







 



	
2.6.2  

	
The provisions of Schedule 7 shall apply in respect of the Group Retirement Benefit Arrangements.







 



	
2.7  

	
Transitional Services Agreement







 


The Agreed Terms of the Transitional Services Agreement shall, subject to the provisions of Schedule 8, apply in respect of the Transitional Services.


 



	
2.8  

	
***







 



	
2.9  

	
Safe Custody Items







 



	
2.9.1  

	
The parties agree that the items which are the subject of any Safe Custody Agreement and which the Business Sellers provide an inventory on NatWest Closing (in respect of the NatWest Business), on RBS Wales Closing (in respect of the RBS Wales Businesses), or on RBS England Closing (in respect of the RBS England Businesses) specifying, in respect of each such safe custody item (i) the item number and bar code number of the safe custody item, (ii) the customer account number to which the safe custody items relate, and (iii) where available, a brief description of the safe custody item (the “Safe Custody Items”) shall remain in the relevant Business Properties at the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) and the Purchaser (or such other relevant custodian) shall take possession of the Safe Custody Items upon transfer of the Safe Custody Agreements to the Purchaser at the Relevant Closing.







 



	
2.9.2  

	
In respect of any other safe custody items at the Business Properties which are not Safe Custody Items, the Business Sellers agree that on or before the NatWest Closing (in respect of the NatWest Businesses), on the RBS Wales Closing (in respect of the RBS Wales Businesses) and on the RBS England Closing (in respect of the RBS England Businesses), they shall remove such safe custody items from the Business Properties.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





34











  












 



	
2.9.3  

	
The parties agree that any safe custody arrangements which do not relate to a Customer or are not Safe Custody Items (an “Excluded Safe Custody Agreement”) shall not transfer to the Purchaser and shall constitute an Excluded Asset for the purposes of this Agreement.







 



	
2.9.4  

	
***







 



	
2.10  

	
Credit and Charge Cards







 



	
2.10.1  

	
The parties agree that Client Agreements in respect of credit and charge cards to be transferred by each Business Seller to the Purchaser shall be the Client Agreements in respect of those credit and charge cards held by the Customers of that Business Seller at the Relevant Closing, which if Closing was at the date of this Agreement would be approximately *** credit and charge cards (*** with respect to Retail Customers and *** with respect to SME Customers) with an aggregate balance sheet value of approximately £*** (£*** Retail Customers and £*** SME Customers).







 



	
2.10.2  

	
The parties agree that the Business Sellers shall bear any costs payable by the Business Sellers to Total System Services in connection with the transfer of the credit and charge cards of Customers to the Purchaser under the terms of this Agreement.







 



	
2.10.3  

	
The parties agree that the provisions of Clauses 5 and 13 shall apply to credit and charge cards with effect from the date of this Agreement.  However, the Purchaser acknowledges and agrees that the Business Sellers shall not be in breach of Clause 5.1 in the event that the Business Sellers (or any of them), in each case acting reasonably and in good faith, and otherwise in the ordinary course of business (a) enter into a new Client Agreement with a Customer in respect of the Customer’s credit and/or charge card substantially in the form of the relevant Standard Form Client Agreement and on substantially the same terms as the credit and charge card portfolio of the Excluded Business, (b) change the credit limit of a Customer in respect of the Customer’s credit and/or charge card in a manner consistent with the methods and practices used by the Business Sellers in respect of the credit and charge card portfolio of the Excluded Business, and (c) *** or documents which are required to be issued by Law and Regulation in respect of a Customer’s credit card and/or charge card, in each case in order to *** the Business Sellers to the Purchaser after the Relevant Closing which may reasonably be expected to arise as a result (directly or indirectly) of *** the Customer that the Client Agreement or Loan Guarantee/Security in respect of the Customer’s Credit Card is *** and/or the Customer’s balance shall have been ***.







 



	
2.10.4  

	
The Business Sellers shall use reasonable endeavours prior to the Relevant Closing to *** (including by taking such actions as are referred to in, and permitted by, Clause 2.10.3) any Client Agreements in respect of credit or charge card Products held by Customers *** with the terms of the *** where *** thereof ***, provided that no such steps that could result in the creation of a new GAP shall be taken after 31 December 2011 without the prior approval of the JIC.







 



	
2.10.5  

	
Prior to the Relevant Closing, the Business Sellers shall provide monthly updates to the Joint Business Committee in respect of the actions taken in accordance with Clause 2.10.4 (including without limitation the *** to the date of such report, in each case split by the number of Retail, SME and Mid-Corporate Customers and the outstanding balances under







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





35











  












 



such agreements).  The parties acknowledge that the Business Sellers do not possess this information at the date of the Agreement and will need to undertake a review of the Client Agreements in order to establish the information in respect of the ***. in accordance with Clause 2.10.4.


 





	
2.10.6  

	
The Business Sellers may, on or before the Relevant Closing, provide the Purchaser with a *** Products held by Customers in respect of which there are *** (which have not been ***).







 



	
2.10.7  

	
If the Business Sellers provide a list of *** pursuant to Clause 2.10.6 (the “List”), then, from the Relevant Closing, the Purchaser shall act reasonably and in a manner (including as to the taking of steps to mitigate losses arising therefrom) which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, act in the case of similar facts or circumstances arising with respect to any customer of the Purchaser’s Group in relation to the Purchaser Group’s business in the United Kingdom other than the Businesses, in respect of managing the *** included on the List.







 



	
2.10.8  

	
The Business Sellers shall, and shall procure that each member of the RBSG Group shall, use reasonable endeavours to provide any information (to the extent such information is in the possession or under the control of the Business Sellers or any other member of the RBSG Group) and/or assistance reasonably requested by the Purchaser in connection with the undertaking in Clause 2.10.7.







 



	
2.10.9  

	
For the avoidance of doubt, the provisions of Clauses 2.10.4 to 2.10.8 do not affect in any way, or constitute a waiver of, any of the rights of the Purchaser under the terms of this Agreement.







 



	
2.10.10  

	
For the avoidance of doubt, the parties agree that:







 



	
  

	
(a)

	
the credit and charge cards included in the Businesses pursuant to this Agreement will be *** for the purpose of *** and in the measurement of the number of ***







 



	
  

	
(b)

	
assets (excluding *** amounts but including *** amounts from ***), *** as a result of credit balances *** credit or charge card account and provisions relating to the credit and charge cards included in the Businesses pursuant to this Agreement will be included in the *** as set out in Schedule 12.







 


 



	
2.11  

	
Excluded Financial Products







 



	
2.11.1  

	
A data room was opened on 11 August 2011 at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ in order for the Purchaser to review information in relation to Customers who hold certain leveraged finance and structured finance products which are Excluded Products as at the date of this Agreement (the “Structured Products”).







 



	
2.11.2  

	
Following completion of the review of the information referred to in Clause 2.11.1 by the Purchaser, the Purchaser shall have the right to include some or all of the Structured Products under this Agreement and / or to exclude some or all of the Customers in respect of whom information was provided in the data room from the Businesses. Without prejudice to the foregoing, the Purchaser shall notify the Business Sellers in writing of any Structured Products it wishes to include under this Agreement and any Customers it wishes to exclude pursuant to this Clause 2.11 on or before 1 October 2011.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





36










 



  













	
2.11.3  

	
For the purposes of the *** of the tests in the definition of ***, the *** (including the *** provisions in paragraph 3 of Schedule 12) and the *** in Part A of Schedule 21, any *** included under this Agreement pursuant to Clause 2.11.2 shall be treated in the same way as ***.







 



	
2.11.4  

	
For the purposes of the *** of the tests in the definition of ***, the accounting for *** in paragraph 3 of Schedule 12 (***), the *** in Part A of Schedule 21, the first sentence of Clause 5.1 and the provision of information pursuant to Clause 5.5.5(v), Customers *** pursuant to Clause 2.11.2 (and any Products held by them) shall be treated in the same way as ***.







 



	
2.12  

	
***







 


Subject to the requirements of Law and Regulations, the Business Sellers and the Purchaser shall use reasonable endeavours to provide any information (to the extent such information is in the possession or under the control of that party or any other member of that party’s Group) and/or assistance reasonably requested by the other party and which is required by that party in order to seek *** for which that party is liable pursuant to the terms of this Agreement from the relevant ***. Without prejudice to the foregoing, the Purchaser agrees that the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, seek to obtain *** from the relevant *** in respect of a Relevant *** in a manner which is consistent with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would pursue any such similar *** arising in respect of the Purchaser Group’s business other than the Businesses.  The parties further agree that the *** (if any) of such *** actually received by the Purchaser from the relevant merchant or merchant acquiror in respect of a *** shall *** the amount of the *** arising in respect of such *** or, if the Business Sellers shall have already paid the amount of such *** to the Purchaser by the time of such *** to the Purchaser, then the Purchaser shall account to the Business Sellers for such amount as is equal to the lesser of (a) the *** of such *** received by the Purchaser from the relevant *** and (b) the amount so paid by the Business Sellers to the Purchaser in respect of that ***.


 



	
3  

	
Consideration







 



	
3.1  

	
Amount







 


The consideration for the purchase of the Businesses under this Agreement (the “Purchase Price”) shall be an amount in cash equal to the aggregate of:


 



	
3.1.1  

	
the NatWest Bid Value plus the NatWest Tangible Net Asset Value (which amount may be a positive or a negative number) (the “NatWest Purchase Price”);







 



	
3.1.2  

	
the RBS Wales Bid Value plus the RBS Wales Tangible Net Asset Value (which amount may be a positive or a negative number) (the “RBS Wales Purchase Price”), and







 



	
3.1.3  

	
the RBS England Bid Value plus the RBS England Tangible Net Asset Value (which may be a positive or negative number) (the “RBS England Purchase Price”).







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





37











  












 


as adjusted in accordance with Clause 3.2 and provided that the aggregate Purchase Price in respect of the Businesses will not exceed ***.


 



	
3.2  

	
Adjustments to Purchase Price







 


The Initial Bid Value, the RBS Wales Bid Value, the RBS England Bid Value, the NatWest Bid Value, the NatWest Purchase Price, the RBS Wales Purchase Price and the RBS England Purchase Price shall each be subject to the provisions of Schedule 9 and Schedule 21.


 



	
3.3  

	
Allocation of Purchase Price







 


The Purchase Price shall be allocated in accordance with Schedule 9 and the Business Sellers and the Purchaser shall adopt that allocation for all relevant purposes (including Tax) subject to Clause 3.4.


 



	
3.4  

	
Fixed Plant and Machinery Apportionment







 


The parties agree that on each Closing the relevant Business Seller and the Purchaser shall jointly enter into a statutory election or elections (as applicable) pursuant to Section 198 of the Capital Allowances Act 2001 in relation to the fixed plant and machinery forming part of the Business Assets. Such election or elections shall be made by reference to the qualifying expenditure incurred in respect of each relevant Business Property as such expenditure is allocated to separate pools (each a “Capital Allowances Pool”) comprising expenditure incurred on (a) fixtures (as that term is defined in Section 173(1) of the Capital Allowances Act 2001) excluding any integral features (as that term is defined in Section 33A of the Capital Allowances Act 2001) and (b) integral features. The amount fixed by each such election to each Capital Allowances Pool shall be the aggregate net book value of the Business Assets. After each Closing each party shall deliver its election notice to an officer of HM Revenue & Customs as soon as reasonably practicable and in any event within the time prescribed by Section 201 of the Capital Allowances Act 2001.


 



	
3.5  

	
VAT







 


Schedule 10 makes provision about VAT and certain other Tax matters.


 



	
3.6  

	
Reduction of the Purchase Price







 



	
3.6.1  

	
If any payment is made by any Business Seller to the Purchaser in respect of any claim for any breach of any Transaction Document or pursuant to a Seller Warranty or an indemnity or guarantee under a Transaction Document or under the adjustments to the Purchase Price under Clauses 3.2, 8.2 and 8.3, the payment shall, to the extent possible, be made by way of adjustment of the consideration paid by the Purchaser for the particular category of Business Asset (if any) to which the payment and/or claim relates under the relevant Transaction Document and the Purchase Price shall be deemed to be reduced by the amount of such payment.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





38











  












 



	
3.6.2  

	
If:







 



	 	
(i)  

	
the payment and/or claim relates to more than one category of Business Asset, it shall be allocated in a manner which reflects the impact of the matter to which the payment and/or claim relates, failing which it shall be allocated rateably to the relevant Business Assets by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 9; or







 



	 	
(ii)  

	
the payment and/or claim relates to no particular category of Business Asset, it shall be allocated rateably to all Business Assets by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 9,







 


and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.


 



	
4  

	
Conditions







 



	
4.1  

	
Conditions Precedent







 



	
4.1.1  

	
The agreement to buy and sell the Businesses is conditional on:







 



	 	
(i)  

	
the Court granting the Court Order;







 



	 	
(ii)  

	
the FSA having given the certificates required by section 111(2) and Part II of Schedule 12 of the Act in relation to the transfer of the relevant Businesses pursuant to this Agreement;







 



	 	
(iii)  

	
(a) in so far as required, the European Commission having issued a decision under Article 6(1)(b) or Article 6(2) of Council Regulation (EC) 139/2004 (the “Merger Regulation”) (or being deemed to have done so under Article 10(6) of the Merger Regulation) on terms reasonably satisfactory to the Purchaser declaring the purchase of the Business by the Purchaser compatible with the internal market; and/or (b) if any aspect of the acquisition is referred to the Office of Fair Trading in the United Kingdom under Article 9 of the Merger Regulation, the Office of Fair Trading or the appropriate Minister having issued a decision on terms reasonably satisfactory to the Purchaser declaring that the Office of Fair Trading or the appropriate Minister does not intend to refer the purchase of the Business by the Purchaser to the Competition Commission and that decision not having been successfully appealed to the Competition Appeal Tribunal, provided that, if the decision has been successfully appealed to the Competition Appeal Tribunal, the condition contained in this Clause 4.1.1(iii) shall nevertheless be satisfied if the Competition Appeal Tribunal has referred the case back to the Office of Fair Trading or the appropriate Minister and the Office of Fair Trading or the appropriate Minister has subsequently issued a decision on terms reasonably satisfactory to the Purchaser that it does not intend to refer the purchase of the Business by the Purchaser to the Competition Commission;







 




  





39











  






 



	 	
(iv)  

	
the Monitoring Trustee having submitted a reasoned opinion confirming that the Purchaser meets the requirements set out in clauses 3.12(A) to (E) of the State Aid Commitments;







 



	 	
(v)  

	
***







 



	 	
(vi)  

	
HMRC Clearance having been obtained pursuant to the provisions of paragraph 2.1 of Schedule 10 (and not having been withdrawn or being or becoming ineffective before the NatWest Closing).







 



	
4.1.2  

	
The Business Sellers shall use reasonable endeavours to secure satisfaction of the conditions referred to in Clause 4.1.1(i), (ii), (iv) and (vi) as soon as possible and in any event no later than the Long Stop Date.







 



	
4.1.3  

	
The Purchaser shall use reasonable endeavours to secure satisfaction of the conditions referred to in Clause 4.1.1(i), (ii) and (iv) as soon as possible and in any event no later than the Long Stop Date.







 



	
4.1.4  

	
The Purchaser agrees to submit a full and complete filing as soon as possible following the date of the Original Agreement and to take all steps reasonably necessary (in the mutual contemplation of the parties) to secure the satisfaction of the condition referred to in Clause 4.1.1(iii) by the end of the relevant authority’s initial period of review (i.e. without the need for a second phase of investigation).







 



	
4.1.5  

	
The Purchaser shall promptly provide the Business Sellers with copies of all material relevant correspondence, documents or other communications received from or sent to any Regulatory Authority relating to the condition set out in Clause 4.1.1(iii). The Purchaser shall also promptly inform the Business Sellers of the content of any meeting or material conversation which takes place between any Regulatory Authorities and the Purchaser or any of its employees, directors, officers, or advisers in relation to the condition set out in Clause 4.1.1(iii) and shall, if requested by the Business Sellers, provide a written summary thereof.







 



	
4.1.6  

	
Without prejudice to Clauses 4.1.2 to 4.1.5, the parties agree that all requests and enquiries from any Regulatory Authority arising out of or in connection with the transactions contemplated by this Agreement shall, subject to Clause 4.1.8, be dealt with by the Business Sellers (to the extent that such requests and enquiries relate to their respective Businesses) and the Purchaser in consultation with each other and the relevant Business Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Regulatory Authority upon being requested to do so by the other.







 



	
4.1.7  

	
The Business Sellers and the Purchaser undertake to keep each other informed as to the progress towards satisfaction of the conditions in Clause 4.1.1 and, in particular, to disclose anything of which it is aware which will or may prevent any of those conditions from being satisfied before the Long Stop Date promptly upon it coming to its notice.







 



	
4.1.8  

	
Nothing in Clauses 4.1.5, 4.1.6 or 4.1.7 shall require the Business Sellers or the Purchaser to disclose to each other any information concerning any businesses or assets other than the Businesses and Business Assets which any such party (acting in good faith) regards as confidential and commercially sensitive.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





40











  












 



	
4.1.9  

	
The party responsible for satisfaction of each condition in Clause 4.1.1 shall give notice to the other party of the satisfaction of the relevant condition within two Business Days of becoming aware of the same.







 



	
4.1.10  

	
The Purchaser shall have the right to waive the condition set out in clause 4.1.1(v).







 



	
4.1.11  

	
***







 



	
4.1.12  

	
The Purchaser agrees to submit a full and complete filing as soon as possible following the date of this Agreement and to take all steps reasonably necessary (in the mutual contemplation of the parties as at the date of the Original Agreement) to secure the satisfaction of the condition referred to in Clause 4.1.1(iii) by the end of the relevant authority’s initial period of review (i.e. without the need for a second phase of investigation). The Business Sellers and the Purchaser acknowledge and agree that the Purchaser will engage in and complete pre-notification discussions with the relevant Regulatory Authorities prior to submitting a full and complete filing and further acknowledge that those discussions have not been initiated at the date of this Agreement.







 



	
4.1.13  

	
The provisions of Clauses 4.1.5 to 4.1.9 shall apply mutatis mutandis to the process relating to the satisfaction of the condition referred to in clause 4.1.1(iii) in respect of the transaction which is the subject of this Agreement pursuant to Clause 4.1.12 above.







 



	
4.2  

	
Termination(s)







 



	
4.2.1  

	
If on or before the Long Stop Date, one or more of the conditions referred to in Clause 4.1.1 (i), (ii), (iii), (iv) or (vi): (a) is/are not satisfied; or (b) becomes incapable of satisfaction and, in each case, is not waived (where capable of waiver) then:







 



	 	
(i)  

	
the Businesses shall not be sold pursuant to this Agreement and all terms of this Agreement (including Clause 5) and any Transaction Document relating to such sale shall forthwith cease to apply (other than Clauses 1, 4, 15 and 16.2 to 16.18 (inclusive)) (with the date on which such terms cease to apply being the “Termination Date”); and







 



	 	
(ii)  

	
no party shall have a claim against any other party under this Agreement or any Transaction Document, save for any claim arising from breach of any obligation under this Agreement or any Transaction Document (including Clause 4 of this Agreement) on or before the Termination Date.







 



	
4.2.2  

	
If, at any time prior to *** the condition referred to in Clause 4.1.1(v), is not satisfied, then, upon the Purchaser notifying the Business Sellers in writing of the same:







 



	 	
(i)  

	
the Businesses shall not be sold pursuant to this Agreement and all terms of this Agreement (including Clause 5) and any Transaction Document relating to such sale shall forthwith cease to apply (other than Clauses 1, 4.2, 15 and 16.2 to 16.17 (inclusive)) (with the date upon which such terms cease to apply being the “Purchaser Termination Date”); and







 



	 	
(ii)  

	
no party shall have a claim against any other party under this Agreement or any Transaction Document, save for any claim arising from a breach of







 















*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 












  





41











  




 





any obligation (including Clause 4 of this Agreement) on or before the Purchaser Termination Date.





 





	
4.2.3  

	
If as a result of the time taken to agree or determine the *** in accordance with Part B of Schedule 21, it is reasonably likely that the Court Order shall not be granted before the Long Stop Date, the parties shall consider and discuss (each acting reasonably and in good faith) an extension to the Long Stop Date. ***







 



	
4.3  

	
The Parties’ Obligations in Relation to the Scheme







 



	
4.3.1  

	
The parties will each use all reasonable endeavours to ensure that:







 



	 	
(i)  

	
the Scheme is implemented by the target dates of *** or such other dates as may be agreed by the parties acting reasonably;







 



	 	
(ii)  

	
the Scheme proceeds on the basis set out in this Agreement (including as to the assets and liabilities of the Businesses which are to be transferred to the Purchaser) and the Scheme Documents (as agreed in accordance with Clause 4.4) save that, notwithstanding any submissions or arguments made by the Business Sellers and the Purchaser to the contrary, where the FSA, the Court or any other Regulatory Authority requires any Excluded Asset to be transferred pursuant to the Scheme (or the same is required by any Law and Regulation) such Excluded Asset shall be transferred pursuant to the Scheme and, to the extent permitted by Law and Regulation, Clause 9.6 shall apply to such Excluded Asset, failing which, such Excluded Asset shall for the purposes of this Agreement be treated as a Business Asset;







 



	 	
(iii)  

	
the period between the Scheme Posting Date and the RBS England Effective Time is no longer than such period as is set out in the Separation Plan as at the date of this Agreement (being approximately four (4) months) (including, where appropriate, by delaying the Scheme Posting Date if that would otherwise not be expected to be the case);







 



	 	
(iv)  

	
the RBS England Effective Time shall be a date falling less than five calendar months after the Price Adjustment Reference Date;







 



	 	
(v)  

	
the RBS Wales Effective Time shall be a date falling not more than 1 calendar month after the NatWest Effective Time and the RBS England Effective Time shall be a date falling not more than 2 calendar months after the NatWest Effective Time;







 



	 	
(vi)  

	
each Business Seller (in the case of the Purchaser) and the Purchaser (in the case of each Business Seller) (a) is given reasonable notice of any meeting or other discussion which the relevant party is proposing to hold with, or submission which it is proposing to make to, the FSA or the Court concerning the Scheme and/or the transactions related thereto and (b) is permitted to participate in such meeting or discussion and to review and comment on such submission; and







 



	 	
(vii)  

	
all matters relating to the implementation of the Scheme (including the preparation of the Scheme Documents, all requests and enquiries from the







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





42











  




 





FSA or the Court relating to the Scheme) shall be dealt with by the Business Sellers and the Purchaser in consultation with each other and the Business Sellers and the Purchaser shall co-operate with each other and provide to each other all information and assistance as may be reasonably necessary in connection with the implementation of the Scheme and no party shall, in relation to the Scheme, provide any undertaking to, or agree any matter with, or submit any document to, the FSA or the Court without the prior written consent of such parties.




 



	
4.3.2  

	
The Business Sellers shall procure that the West Register Business Assets shall be transferred to RBS or NatWest as soon as reasonably practicable following the date of the Original Agreement and, in any event, by such date as will ensure that such Business Assets will be transferred to the Purchaser pursuant to the Scheme. The Business Sellers shall consult with the Purchaser in relation to the transfer of such Business Assets, shall provide the Purchaser with drafts of all documentation relating to such transfer, shall provide the Purchaser with reasonable time to review and comment on such documentation and shall incorporate all comments on such drafts as may be reasonably made by the Purchaser.







 



	
4.3.3  

	
The parties shall consult with each other with a view to agreeing the method by which the Business Assets (together with any related Assumed Liabilities) that relate to Businesses (or the relevant part(s) thereof) carried on by NWHL (the "NWHL Business") are to be transferred to the Purchaser and, in particular, whether such transfer is to take effect pursuant to the Scheme or pursuant to some other mechanism as agreed between the parties. In the absence of any such agreement, Clause 4.5 shall apply to the transfer of such Business Assets. In any case, the parties agree that the NWHL Business shall be transferred to the Purchaser at the same time as the other NatWest Businesses.







 



	
4.4  

	
The Scheme Documents







 



	
4.4.1  

	
The Business Sellers and the Purchaser each undertakes to offer and afford all reasonable co-operation, information and assistance as may be requested by the other party in respect of the preparation of any Scheme Document in a timely manner in order that the Scheme can be implemented in accordance with Clause 4.3.







 



	
4.4.2  

	
Subject to the proviso set out in Clause 4.3.2, the Business Sellers and the Purchaser each agrees that the Scheme Documents shall (unless otherwise agreed by the parties) be consistent with the terms set out in this Agreement.







 



	
4.4.3  

	
The parties agree that the Business Sellers shall prepare the Scheme Documents and shall consult with the Purchaser in relation to the preparation thereof. The Business Sellers agree to submit drafts and revised drafts of the Scheme Documents to the Purchaser and provide the Purchaser with sufficient time to review and comment on such drafts. The Business Sellers shall incorporate all comments on such drafts as may reasonably be made by the Purchaser and, where necessary, discuss any comments with the Purchaser for the purposes of preparing revised drafts. The Business Sellers and the Purchaser acknowledge that the Scheme Documents are subject to review and comment by third parties, including but not limited to, the FSA and Counsel who will be appointed to represent any or all of the parties at Court and the Business Sellers shall consult with the Purchaser with a view to agreeing any amendments proposed by any







 




  





43











  




 





such third parties. For the purposes of complying with the obligations set out above, the Business Sellers (and/or the Business Sellers' Lawyers) shall meet with the Purchaser (and/or the Purchaser's lawyers, Slaughter and May) on a reasonably regular basis to discuss the Scheme Documents and the timetable for implementing the Scheme.


 





	
4.4.4  

	
The parties shall consult with each other and shall use reasonable endeavours to agree Counsel to be appointed to represent any or all of the parties at Court in relation to the Scheme.







 



	
4.4.5  

	
The Scheme Documents and all communications and notifications relating to the Scheme shall be consistent in all material respects with the Scheme.







 



	
4.4.6  

	
The parties agree that no Scheme Document shall be finalised or published without the prior approval of the Business Sellers and the Purchaser (such consent not to be unreasonably withheld or delayed).







 



	
4.4.7  

	
The Scheme Documents shall include any addition or amendment to the Scheme required to correct a manifest error or omission.







 



	
4.4.8 

	
The parties agree that prior to the NatWest Closing (in respect of the NatWest Businesses), prior to the RBS Wales Closing (in respect of the RBS Wales Businesses) and prior to the RBS England Closing (in respect of the RBS England Businesses) the Business Sellers shall have responsibility for preparing, publishing and issuing all communications and notifications to Customers relating to the sale and purchase of the Businesses contemplated by this Agreement, including, without limitation but subject to Part B of Schedule 23, in relation to the launch of the Channel Carve-Out and in relation to the Friends and Family Transfer. The parties shall consult with each other as to the content of all such communications and notifications, shall provide to each other all information and assistance as may be reasonably necessary in connection therewith and shall incorporate all comments as may be reasonably made by the other. Subject to Clause 4.4.10, no communication or notification to any Customer relating to the sale and purchase of the Businesses contemplated by this Agreement shall be published or issued by the Business Sellers (or any of them) without the prior consent of the Purchaser (such consent not to be unreasonably withheld or delayed).







 



	
4.4.9 

	
Prior to the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses, the Purchaser shall not publish or issue any communication or notification to Customers relating to the sale and purchase of the Businesses without the prior consent of the Business Sellers, other than any communication which is sent to any customer or employee of any member of the Purchaser’s Group or which is published or issued by the Purchaser pursuant to general marketing activities.







 



	
4.4.10  

	
Where any communication or notification (or part of a communication or notification) to Customers relating to the sale and purchase of the Businesses contemplated by this Agreement, other than a Scheme Document, is required by Law and Regulation to be published by the Business Sellers, to the extent reasonably practicable, the Purchaser shall be afforded reasonable time to consider and comment on the contents of such communication or notification and the Business Sellers shall reasonably consider any such comments as may be made by the Purchaser in connection with such communication or notification.







 




  





44











  






 



	
4.5  

	
Non-Scheme Assets and Central Assets







 



	
4.5.1  

	
Where any Business Asset (a “Non-Scheme Asset”) is not capable of being transferred to the Purchaser pursuant to the Scheme, then save for any Contract and/or Loan Guarantee/Security in respect of which Schedule 5 applies, the following shall apply:







 



	 	
(i)  

	
the relevant Business Seller shall transfer any Non-Scheme Asset to the Purchaser on the NatWest Closing (in the case of a Non-Scheme Asset which relates to the NatWest Businesses), on the RBS Wales Closing (in the case of a Non-Scheme Asset which relates to the RBS Wales Businesses) or on the RBS England Closing (in the case of a Non-Scheme Asset which relates to the RBS England Businesses), in each case in accordance with Clause 7 and Schedule 11 and in compliance with all applicable Law and Regulations; and







 



	 	
(ii)  

	
the relevant Business Seller and the Purchaser shall prepare, execute, publish and release any agreements, communications, notices, documents or other instruments (the “Non-Scheme Documents”) that may be required by Law and Regulation or any Regulatory Authority in connection with the transfer of any Non-Scheme Assets to the Purchaser, or which may be reasonably necessary or desirable in connection with the transfer of any Non-Scheme Asset to the Purchaser.







 



	
4.5.2  

	
Where:







 



	 	
(i)  

	
any Business Asset relates both to the NatWest Businesses and to the RBS Wales Businesses or to the RBS England Businesses, the parties agree that such asset shall be transferred to the Purchaser on the RBS Wales Closing or on the RBS England Closing (as the case may be);







 



	 	
(ii)  

	
any Business Asset relates to the NatWest Businesses, RBS Wales Businesses and RBS England Businesses, the parties agree that such asset shall be transferred to the Purchaser on the RBS England Closing,







 


save where applicable Law and Regulation or the Scheme requires the relevant asset to be transferred to the Purchaser on a different Closing Date.


 



	
4.6  

	
SFL, EFG and EIB Loans







 



	
4.6.1  

	
In respect of any Client Agreement (a “CFE Client Agreement”) which relates to a loan Product that is part of the Small Firms Loan Guarantee Scheme or the Enterprise Finance Guarantee Scheme, in each case as such scheme is operated by Capital for Enterprise Limited (“CFE”) the parties shall, as soon as reasonably practicable following the date of the Original Agreement, jointly approach CFE in order to discuss and agree with CFE any actions which are reasonably required to be taken either by the Business Sellers or the Purchaser in order to effect the transfer of any CFE Client Agreements to the Purchaser in accordance with the terms of this Agreement.







 



	
4.6.2  

	
In relation to any Client Agreement (an “EIB Client Agreement”) which relates to a loan Product that is part of the European Investment Bank’s small to medium sized enterprise funding scheme, the parties shall, as soon as reasonably practicable following the date of the Original Agreement, jointly approach the EIB to discuss and agree with the EIB any actions which are reasonably required to be taken by either the Business Sellers or the







 




  





45











  




 





Purchaser in order to effect the transfer of the EIB Client Agreements to the Purchaser in accordance with the terms of this Agreement.




 



	
5  

	
Pre-Closing







 



	
5.1  

	
The Business Sellers’ Obligations in Relation to the Conduct of Business







 


Subject to Law and Regulations and Clauses 5.2 and 5.3, each of the Business Sellers undertakes (in each case in relation to each Business (including, for the purpose of this first sentence of Clause 5.1, the Additional Excluded Products) being transferred by it), between the date of the Original Agreement and the relevant Friends and Family Transfer (in respect of the Friends and Family Customers), the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses), that it shall carry on the relevant Business (including, for the purpose of this first sentence of Clause 5.1, the Additional Excluded Products) as a going concern and in the ordinary and usual course as carried on as at the date of the Original Agreement. In particular, subject as aforesaid, each of the Business Sellers undertakes (in each case in relation to each Business being transferred by it) between the date of the Original Agreement and the Friends and Family Transfer (in respect of the Friends and Family Customers), the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) that:


 



	
5.1.1  

	
it shall, or shall procure that the relevant members of the RBSG Group shall, maintain in force all existing insurance policies for the benefit of the Business Sellers (in relation to the Businesses) and shall not knowingly do anything to make any such policy of insurance void or voidable. For the avoidance of doubt, nothing in this Clause 5.1.1 shall prevent or restrict any of the Business Sellers replacing existing insurance policies (in relation to the Businesses) in the ordinary course of business with new insurance policies with materially equivalent cover provided that a summary of the material terms of any such new insurance policy shall be provided to the Purchaser as soon as reasonably practicable following the date on which such new policy is entered into;







 



	
5.1.2  

	
it shall not, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed:







 



	 	
(i)  

	
enter into any Contract involving any capital expenditure in respect of Business Assets in excess of *** and ***, in each case exclusive of VAT (or the equivalent);







 



	 	
(ii)  

	
enter into any agreement, which would constitute a Contract or a Loan Guarantee/Security or a GTS Instrument; and:







 



	 	
(a)  

	
which contains any unusual or abnormal terms which are material in the context of the Businesses unless (in the case of Client Agreements, Loan Guarantees/Security or GTS Instruments) such







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





46











  




 











terms are consistent with the terms applied by either Business Seller in relation to its relevant banking business generally;


 





	 	
(b)  

	
which is with any member of the RBSG Group, other than on arm’s length terms (other than deeds of priority executed in connection with any PPA or GTS Instruments);







 



	 	
(c)  

	
(other than a Client Agreement, a Loan Guarantee/Security, a GTS Instrument, a lease or any other related or similar agreement, undertaking and arrangement with respect to a Business Property and subject to the provisions of Schedule 3) which is not capable of being terminated without compensation at any time with *** notice or less;







 



	 	
(d)  

	
which is an agreement, undertaking or commitment which would neither constitute a Client Agreement, a Loan Guarantee/Security, a GTS Instrument nor involve capital expenditure and which involves or may involve total annual expenditure  ***; or







 



	 	
(e)  

	
which is with any third party provider relating to the distribution of ***, in each case excluding GTS Instruments;







 



	 	
(iii)  

	
(except for any amendment or variation reasonably necessary to facilitate any transfer or assignment of any Contract or other transaction contemplated by the Transaction Documents) other than in the ordinary course of business amend or vary any Contract (other than any Client Agreement or Loan Guarantee/Security) save for any minor amendment or variation or any amendment or variation required by Law and Regulations;







 



	 	
(iv)  

	
other than in the ordinary course of business, dispose of or agree to dispose of any Business Asset having *** or any interest in that Business Asset;







 



	 	
(v)  

	
other than in the ordinary course of business or in connection with Segregation acquire, or enter into any agreement to acquire any asset or assets having *** and which, if acquired, would constitute Business Assets;







 



	 	
(vi)  

	
subject to the provisions of Schedule 3 or as a result of the closure or relocation of a Business Property following the expiry or termination of a Lease, close, sell, consolidate or relocate any existing branch, sub-branch or business unit which is a Business Property or (other than as a result of a relocation carried out in accordance with the terms of Schedule 3) open any new branch, sub-branch, business unit or representative office which would become a Business Property;







 



	 	
(vii)  

	
***







 



	 	
(viii)  

	
create, grant or issue any Encumbrance over any of the Business Assets other than in relation to any capital raising by the RBSG Group or posting collateral in the ordinary course of business;







 



	 	
(ix)  

	
transfer or seek to transfer any material asset which is a Business Asset to another member of the RBSG Group, or allow another member of the 







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





47











  












 



RBSG Group to use such asset, in each case so that such asset no longer constitutes a Business Asset;


 





	 	
(x)  

	
other than in the ordinary course of business, waive or forgive any amount owed to the relevant Business which, either singly or in aggregate, is in excess of ***;







 



	 	
(xi)  

	
initiate, settle or abandon any claim, litigation, arbitration or other proceedings relating predominantly to a Business where any such claim, litigation, arbitration or proceedings, or series of related claims arising from substantially similar facts or circumstances, might reasonably be expected to result in a liability of ***, in each case other than any claim, litigation, arbitration or other proceedings where the outcome may result in series of claims against the RBSG Group in respect of the same or similar issue;







 



	 	
(xii)  

	
make any loan (other than (a) pursuant to Client Agreements; (b) in the ordinary course of business; or (c) loans given or facilitated by any member of the RBSG Group to Relevant Employees as part of the terms of employment referred to in paragraph 4 of Schedule 6) to any person and in the case of a Relevant Employee only on substantially the same terms as those disclosed in the Data Room as being the standard terms applicable to that grade or category of employee;







 



	 	
(xiii)  

	
grant any guarantee or indemnity for the obligations of any person or incur any indebtedness, in each case except in the ordinary course of business;







 



	 	
(xiv)  

	
***







 



	 	
(xv)  

	
***







 



	 	
(xvi)  

	
***







 



	 	
(xvii)  

	
take any steps to terminate or suspend (or give notice of the termination or suspension of) the employment of any Relevant Employee, other than for cause;







 



	 	
(xviii)  

	
assign, license, charge, abandon, cease to prosecute or otherwise dispose of, or fail to maintain or diligently pursue applications for, any of the Business Intellectual Property or enter into any licence, sub-licence, assignment or other similar agreement in respect of or affecting any licences of Business Intellectual Property;







 



	 	
(xix)  

	
enter into any tenancy, lease or licence agreement in respect of or affecting any of the Business Properties save and except for the renewal of the relevant tenancy lease or licence in accordance with the provisions in Schedule 3;







 



	 	
(xx)  

	
dispose of, or agree to dispose of, or grant or agree to grant any option in respect of any Business Property or interest therein;







 



	 	
(xxi)  

	
grant, or agree to grant any rights over or create any restriction, covenant or Encumbrance affecting any Business Property;







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





48











  






 









	 	
(xxii)  

	
surrender, agree to surrender, serve any break notice or terminate for any other reason whatsoever any Letting Documents (as defined in Schedule 3) affecting the Business Properties; or







 



	 	
(xxiii)  

	
enter into any agreement (conditional or otherwise) to do any of the foregoing.







 



	
5.1.3  

	
it shall not, without giving notice in writing to the Purchaser at least 5 Business Days prior to the relevant act or matter being taken or effected:







 



	 	
(i)  

	
enter into any agreement (not being a Contract) involving any capital expenditure in respect of Business Assets *** (or the equivalent);







 



	 	
(ii)  

	
alter or amend any of the material accounting policies or material accounting principles applied by the Business Sellers in respect of any of the Businesses;







 



	 	
(iii)  

	
***







 



	 	
(iv)  

	
enter into any Client Agreement or Loan Guarantee/Security otherwise than on the terms of the relevant Standard Form Client Agreement (where applicable) (as such terms may be amended or varied in accordance with the relevant Procedures and Policies) or amend any existing Client Agreement or Loan Guarantee/Security otherwise than in accordance with the relevant Procedures and Policies or, in each case, if no Policies and Procedures apply to such Standard Form Agreement, otherwise than in the ordinary course of business;







 



	 	
(v)  

	
enter into any agreement (conditional or otherwise) to do any of the foregoing; or







 



	 	
(vi)  

	
give or make, or permit to be given or made, to any group of Relevant Employees from time to time, any centrally disseminated written communication (or centrally disseminated electronic communication) which concerns the sale and purchase of the Businesses or which may concern or affect their employment after the Relevant Closing (including its terms), without giving the Purchaser the opportunity to provide its comments in relation thereto, and the parties will work together in good faith with a view to  agreeing such communications.







 



	
5.1.4  

	
it shall not, without giving notice in writing to the Purchaser at or within 5 Business Days after the time at which the relevant act or matter is taken or effected:







 



	 	
(i)  

	
materially alter any of the *** applicable to the Business or materially alter *** from the criteria operated by the Business Sellers at the date of the Original Agreement in each case where such alteration could reasonably be considered to increase the credit exposure or risk profile of the Business;







 



	 	
(ii)  

	
materially alter or amend any of the Procedures and Policies, *** adopted by the Businesses as at the date of the Original Agreement or *** less than cost which in each case would be material in the context of the Businesses except where, in the case of SME Customers and Mid-







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





49











  




 











Corporate Customers, to give such notice would require the Business Sellers to disclose information which could reasonably be considered to be commercially sensitive;




 



	 	
(iii)  

	
(except for any amendment or variation reasonably necessary to facilitate any transfer or assignment of any Client Agreement or Loan Guarantee/Security or other transaction contemplated by the Transaction Documents) amend or vary any Standard Form Client Agreement, save for any amendment or variation which is not material in the context of the Businesses taken as a whole or any amendment or variation required by Law and Regulations;







 



	 	
(iv)  

	
alter or amend in a manner which is not material any of the accounting policies or accounting principles applied by the Business Sellers in respect of any of the Businesses;







 



	 	
(v)  

	
sell or provide any product to Customers which is not currently sold or provided by the Business Sellers and which, if so sold or provided, would constitute a Product;







 



	 	
(vi)  

	
make any amendment to any *** which relates to the Businesses and which would be material in the context of the Businesses;







 



	 	
(vii)  

	
enter into, or agree to enter into, any EIB Client Agreement (as defined in Clause 4.6.2) which would result in the Business Seller’s aggregate unfunded commitments under all EIB Client Agreements exceeding ***;







 



	 	
(viii)  

	
enter into any agreement (conditional or otherwise) to do any of the foregoing.







 



	
5.2  

	
The obligations in Clause 5.1 shall not apply to any act or matter which:







 



	
5.2.1  

	
is agreed in writing by the Purchaser;







 



	
5.2.2  

	
is required by Law and Regulations (including compliance with the FSA’s Treating Customers Fairly programme) or any government lending commitments by which the Business Sellers are bound or commit to in accordance with Good Industry Practice provided that where any action is to be taken as a result of this clause 5.2.2, the relevant Business Seller shall, so far as reasonably practicable and so long as it does not prevent the relevant Business Seller dealing with Customers in the ordinary course of business and in so far as the relevant Business Seller is permitted to do so by Law and Regulations:







 



	 	
(i)  

	
in the case of an act or matter referred to in Clause 5.1.2 notify the Purchaser in writing prior to such action being taken and, to the extent reasonably practicable, consult with the Purchaser as to the action which is to be taken (and where the relevant Business Seller does not in accordance with this clause 5.2.2, notify the Purchaser in advance of any action which is taken, it shall notify the Purchaser in writing of such action as soon as reasonably practicable after such action has been taken);







 



	 	
(ii)  

	
in the case of an act or matter referred to in Clause 5.1.3 notify the Purchaser in writing prior to such action being taken (and where the







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.










  





50











  






 



relevant Business Seller does not in accordance with this clause 5.2.2, notify the Purchaser in advance of any action which is taken, it shall notify the Purchaser in writing of such action as soon as reasonably practicable after such action has been taken); and


 





	 	
(iii)  

	
in the case of an act or matter referred to in Clause 5.1.4, notify the Purchaser in writing at the time that such action is being taken (and where the relevant Business Seller does not in accordance with this clause 5.2.2, notify the Purchaser at the time that such is taken, it shall notify the Purchaser in writing of such action as soon as reasonably practicable after such action has been taken);







 



	
5.2.3  

	
would result in the Business Sellers breaching any duty of confidentiality which is owed to any third party; or







 



	
5.2.4  

	
is required in order to transfer the West Register Business Assets to the Business Sellers in accordance with Clause 4.3.2.







 



	
5.3  

	
Without prejudice to the obligations in Clause 5.1, the Business Sellers shall not and shall procure that no member of the RBSG Group shall, take or omit to take any action outside the ordinary course of business which may affect the amount of Cash which is in, or held by, the Businesses at the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) or the RBS England Closing (in respect of the RBS England Businesses).







 



	
5.4  

	
Access







 



	
5.4.1  

	
Subject to Law and Regulations, as from the date of the Original Agreement, in relation to each Business, until the earlier of the RBS England Closing or the Long Stop Date, the Business Sellers shall upon reasonable notice of the timing, purposes and scope of such access, and during normal business hours, procure that a reasonable number of persons representing the Purchaser are given reasonable access to:







 



	 	
(i)  

	
the Business Properties and any other premises from which the Businesses are operated or where their Books and Records are kept;







 



	 	
(ii)  

	
all the Books and Records provided that copies shall not be taken;







 



	 	
(iii)  

	
the Senior Employees; and







 



	 	
(iv)  

	
such other information and/or employees of the RBSG Group as the Purchaser reasonably requires,







 


in each case to the extent such access is reasonably necessary for planning Separation, Data Migration, Mid-Corporate and Complex SME Data Migration, the Scheme, the integration of the Businesses with the Purchaser’s businesses following the Closings and/or the implementation of the transactions contemplated by this Agreement under Clause 6, provided that the Business Sellers shall, pursuant to this Clause 5.4.1, be required to disclose information which relates only to the Businesses (the “Business Information”) and shall not be required to disclose any information to the Purchaser which relates to any Excluded Business or any other information which could reasonably be considered to be confidential or commercially sensitive (together, the “Non-Business Information”), provided that


 




  





51











  




 




where any document or record contains both Business Information and Non-Business Information, the Business Sellers shall extract the Business Information from such document or record and provide the same to the Purchaser, or persons representing the Purchaser, in accordance with this Clause 5.4.1.


 



	
5.4.2  

	
Without prejudice to Clause 5.4.1, and subject to Law and Regulations, the Business Sellers shall, in relation to each Business and upon reasonable prior notice from the Purchaser or, if applicable, in accordance with the timing agreed in the Separation Plan, procure that a reasonable number of persons representing the Purchaser are given reasonable access to the Business Properties prior to the Closings for the purposes of planning and implementing certain re-branding, security and other works as may be reasonably necessary in connection with Separation and the transfer of the relevant Business to the Purchaser. The details of the access to premises to be granted, works to be undertaken, extent of re-branding, security and other works and related risk-protection mechanisms which may be required by both parties will be discussed and agreed by the Joint Implementation Committee and an appropriate agreement entered into by the parties, it being acknowledged that such access shall not cause any material interruption to the operation of the Businesses. In the event that the Relevant Closing does not take place in accordance with the terms of this Agreement, the Purchaser shall be responsible for, and bear the costs of, reversing the re-branding, security or other works undertaken by the Purchaser under this Clause 5.4.2.







 



	
5.4.3  

	
The Business Sellers shall, following 5.00 p.m. on the NatWest Closing Date, 5.00 p.m. on the RBS Wales Closing Date and 5.00 p.m. on the RBS England Closing Date, provide the Purchaser, or the Purchaser’s representatives, with access to the relevant Business Properties so as to allow the Purchaser to undertake such further re-branding or other operational activities as may be reasonably necessary or desirable in connection with the transfer and transition of the relevant Business to the Purchaser on the Relevant Closing.







 



	
5.5  

	
Reporting







 



	
5.5.1  

	
Subject to any Law and Regulations and Clauses 5.5.2 and 5.5.3, for the period from the date of the Original Agreement until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date, the Business Sellers shall provide to the Purchaser on a monthly basis (in accordance with Clause 5.5.4) the information set out in Part A of Schedule 18 in relation to each Business in the form and prepared in a manner which is consistent with internal reporting practices immediately prior to the date of the Original Agreement.







 



	
5.5.2  

	
The Business Sellers shall ensure that, as soon as reasonably practicable following the date of the Original Agreement, and in any event in respect of the month ended 31 October 2010 (with the results available in December 2010), the information set out in Part A of Schedule 18 which is colour coded amber is capable of being provided to the Purchaser on a monthly basis and, thereafter, subject to any Law and Regulations the Business Sellers shall provide such information to the Purchaser on a monthly basis (in accordance with Clause 5.5.4) for the period until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date with the exception of any item that is reasonably considered to be impossible or excessively costly to extract from the RBSG Group’s systems or is not available.







 




  





52











  




 





	
5.5.3  

	
The Business Sellers shall use all reasonable endeavours to ensure that information set out in Part A of Schedule 18 which is colour coded red is capable of being made available as early as possible in 2011 on a monthly basis and, thereafter, subject to any Law and Regulations the Business Sellers shall provide such information to the Purchaser on a monthly basis (in accordance with Clause 5.5.4) for the period until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date with the exception of any item that is reasonably considered to be impossible or excessively costly to extract from the RBSG Group’s systems or is not available.







 



	
5.5.4  

	
The information to be provided by the Business Sellers pursuant to Clauses 5.5.1 to 5.5.3 shall, for the period to 31 December 2010, be provided not more than 35 Business Days following the end of the relevant calendar month, excluding the information set out in the section of Part A of Schedule 18 entitled “Risk Metrics” (the “Risk Metrics Information”) which is to be provided not more than 40 Business Days following the end of the relevant calendar month (with the first monthly information to be provided in respect of August 2010 on or before 17 October 2010, except for the information relating to the Risk Metrics Information which is to be provided on or before 31 October 2010). For the period from 1 January 2011 until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date such information shall be provided not more than 30 Business Days following the end of the relevant calendar month, excluding the Risk Metrics Information which is to be provided not more than 40 Business Days following the end of the relevant calendar month (with the first monthly information for 2011 to be provided in respect of January 2011 on or before 27 February 2011).







 



	
5.5.5  

	
In addition, the Business Sellers shall provide to the Purchaser:







 



	 	
(i)  

	
as soon as reasonably practicable following the Original Agreement, internal management accounts for the months ending 30 June 2010 and 31 July 2010 prepared in a manner which is consistent with internal reporting practices immediately prior to the date of the Original Agreement;







 



	 	
(ii)  

	
on or before 15 October 2010, historical trend information in relation to the profit and loss account, balance sheet and product level data of the Businesses for the period from 1 January 2010 to 30 June 2010. Such information shall be accompanied by an appropriate glossary of definitions and commentaries on performance trends;







 



	 	
(iii)  

	
on or before 15 November 2010, an update to the financial forecast information in relation to the Businesses for the financial year ending 31 December 2011;







 



	 	
(iv)  

	
on or before 15 November 2011, an update to the financial forecast information in relation to the Businesses for the financial year ending 31 December 2012; and







 



	 	
(v)  

	
upon the reasonable request of the Purchaser, the information set out in Part A of Schedule 18 in relation to the Additional Excluded Products in respect of the period up to the Price Adjustment Reference Date and, in







 




  





53











  




 





respect of such information that relates to the loan impairment provisions relating to the Additional Excluded Products, the Relevant Closing Date.




 



	
5.5.6  

	
Subject to Clause 5.5.11, with effect from the date of this Agreement for the period until each Relevant Closing or, if earlier, the Long Stop Date, the Business Sellers shall provide to the Purchaser the information set out in Part B of Schedule 18 in relation to each Business on the basis and in the form set out in Part B of Schedule 18.







 



	
5.5.7  

	
Subject to Clause 5.5.11, with effect from the date of this Agreement, the Business Sellers shall use all reasonable endeavours to ensure that the information set out in Part C of Schedule 18 is capable of being made available to the Purchaser (or, where necessary, only to members of the Clean Team), as soon as practicable after the date of this Agreement and by the dates set out against each such piece of information in Part C of Schedule 18 at the latest, for the period until each Relevant Closing or, if earlier, the Long Stop Date.







 



	
5.5.8  

	
Subject to Clause 5.5.11, with effect from the date of this Agreement, the Business Sellers shall make available the information set out in Part D of Schedule 18 to the Purchaser (or, where necessary, only to members of the Clean Team) by 31 December 2011 at the latest, for the period until each Relevant Closing or, if earlier, the Long Stop Date, and without prejudice to the foregoing, shall use all reasonable endeavours to ensure that such information is capable of being so made available as soon as practicable after the date of this Agreement .







 



	
5.5.9  

	
Subject to Clause 5.5.11, the parties agree that in respect of the Rainbow Credit Risk Pack (Business Banking, Commercial Banking and Mid-Corporate), a specimen template of which is included in Part E of Schedule 18, the Business Sellers will, on a monthly basis from the date of this Agreement until each Relevant Closing or, if earlier, the Long Stop Date, provide a redacted (in respect of names and commentary) copy of such report and underlying data to the Purchaser, provided that the Business Sellers retain the right to alter such report to meet any changes in the Business Sellers’ business needs but will in any case continue to provide the underlying data referred to in the specimen template included in Part E of Schedule 18.







 



	
5.5.10  

	
Subject to Clause 5.5.11, the parties agree that in respect of the Retail Credit Risk Report, a specimen template of which is included in Part F of Schedule 18, the Business Sellers will, on a monthly basis from the date of this Agreement until each Relevant Closing or, if earlier, the Long Stop Date, provide a redacted (in respect of names and commentary) copy of such report and underlying data to the Purchaser, provided that the Business Sellers retain the right to alter such report to meet any changes in the Business Sellers’ business needs but will continue in any case to provide the underlying data referred to in the specimen template included in Part F of Schedule 18.







 



	
5.5.11  

	
The information to be provided by the Business Sellers:







 



	 	
(i)  

	
pursuant to Clause 5.5.6 in respect of all information designated Corporate Risk or Retail Risk shall be provided as soon as possible, and in any case not more than 40 Business Days, following the end of the relevant calendar month, with the first monthly information to be provided in respect of the month ending 30 September 2011 on or before 25 November 2011;







 



	 	
(ii)  

	
pursuant to Clause 5.5.6 in respect of all information not covered by (i) above, shall be provided as soon as possible, and in any case not more than 30 Business Days, following the end of the relevant calendar month,







 




  





54











  




 






save that the monthly information to be provided in respect of the month ending 31 October 2011 shall be provided on or before 31 December 2011;


 







	 	
(iii)  

	
pursuant to Clause 5.5.7 shall, once capable of being made available, be provided as soon as possible, and in any case not more than 30 Business Days, following the end of the relevant calendar month;







 



	 	
(iv)  

	
pursuant to Clause 5.5.8 shall be provided as soon as possible, and in any case not more than 40 Business Days, following the end of the relevant calendar month; and







 



	 	
(v)  

	
pursuant to Clauses 5.5.9 and 5.5.10 shall be provided as soon as possible, and in any case not more than 40 Business Days, following the end of the relevant calendar month, with the first monthly information to be provided in respect of the month ending 30 September 2011 on or before 25 November 2011.







 



	
5.5.12  

	
For the avoidance of doubt, where reference is made in this Clause 5.5 to the provision of information for the period up to the Long Stop Date, such information shall continue to be provided notwithstanding the occurrence of the Long Stop Date if this Agreement has not terminated as at (or prior to) the Long Stop Date, any of the Relevant Closings has not yet taken place by the Long Stop Date and the parties are continuing to proceed to the Relevant Closing(s) in accordance with this Agreement, in which case such information shall continue to be provided in accordance with the terms of this Clause 5.5 for such period as the parties are continuing to proceed to the Relevant Closings in accordance with this Agreement.







 



	
5.5.13  

	
The Business Sellers shall consider, in good faith, any amendments or additions to the form and/or content of the information to be provided pursuant to this Clause 5.5 as may be reasonably requested by the Purchaser and shall consult with the Purchaser with a view to agreeing any such amendments or additions. In particular, the Business Sellers shall consult with the Purchaser as to the feasibility of the Business Sellers producing a monthly interest statement based on customer rates.







 



	
5.5.14  

	
Whilst the parties shall work together to find solutions in respect of the provision of information in accordance with paragraph 2.3 of Schedule 24, for the avoidance of doubt, the Business Sellers shall not be required to disclose any information to the Purchaser in accordance with a request for additional information under Clause 5.5.13 which (a) is not practically available information, or cannot be reasonably constructed using available information, or (b) would contravene the requirements of any Law and Regulations.







 



	
5.5.15  

	
At the Relevant Closing, the Business Sellers shall provide to the Purchaser, in respect of each Complex SME and Mid-Corporate Customer transferring to the Purchaser at the Relevant Closing, output from the Business Sellers’ *** model which applied to such Customer immediately prior to the Relevant Closing. *** will be provided to the Purchaser on a non-reliance basis such that (save where the loss arises as a result of any fraud or wilful misconduct of a Business Seller or any of its employees) the Purchaser shall have no recourse to the Business Sellers in connection with the Purchaser’s use of such information.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 










  





55











  






 



	
5.6  

	
Joint Business Committee







 



	
5.6.1  

	
As soon as practicable after the date of this Agreement, the parties shall constitute a joint business committee (the “Joint Business Committee”) in order to discuss the financial and operating performance of the Businesses between the date of the Original Agreement and the Friends and Family Transfer (in respect of the Friends and Family Customers), the NatWest Closing (in the case of the NatWest Businesses), the RBS Wales Closing (in the case of the RBS Wales Businesses) and the RBS England Closing (in the case of the RBS England Businesses).







 



	
5.6.2  

	
For the avoidance of doubt the Business Sellers shall not be required to disclose any information to the Purchaser at a Joint Business Committee meeting which (a) is Non-Business Information or (b) subject to the provisions of Schedule 24 would contravene the requirements of any Law and Regulations.







 



	
5.6.3  

	
The Business Sellers (acting together) and the Purchaser shall have the right to appoint an equal number of persons to the Joint Business Committee.







 



	
5.6.4  

	
Without prejudice to any other provision of this Clause 5.6, the parties acknowledge and agree that the Joint Business Committee shall have the delegated authority, and operate in accordance with the provisions set out in Schedule 24.







 



	
5.7  

	
Approved Persons







 



	
5.7.1  

	
At least 3 months prior to the NatWest Closing Date, the Business Sellers shall provide to the Purchaser a list of Relevant Employees who are Approved Persons (as defined in the FSA Rules) of any Business Seller and shall notify the Purchaser of any changes to such list at the end of each calendar month between the date on which such list is provided and the Relevant Closing (with the persons on such list, as so amended, being the “Transferring Approved Persons”).







 



	
5.7.2  

	
The Business Sellers shall provide the Purchaser with such information as it reasonably requests and which is reasonably required for the Transferring Approved Employees to acquire the status of an Approved Person (as defined in the FSA Rules) of the Purchaser and, if reasonably required by the Purchaser, that the Business Sellers shall use reasonable endeavours to arrange for any relevant documentation to be completed and executed.







 



	
5.8  

	
The Business Sellers Obligations in relation to Relevant Employees







 



	
5.8.1  

	
Nothing in clause 5.1 will restrict the Business Sellers’ ability in relation to the Relevant Employees to put in place (at the Business Sellers’ cost) such *** as it reasonably believes are appropriate in the circumstances provided the Business Sellers bear the costs of *** in accordance with paragraph 7 of Schedule 6.







 



	
5.9  

	
Credit Approvals







 



	
5.9.1  

	
During the period from the date of the Original Agreement to the Friends and Family Transfer Date (in respect of the Friends and Family Customers), the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





56











  






 



RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses):


 





	 	
(i)  

	
where any Business Seller is proposing to enter into any agreement which, if entered into, would constitute a Client Agreement, or where any Business Seller is proposing to renew or restructure an existing Client Agreement; and







 



	 	
(ii)  

	
the entering into, renewal or restructuring of such agreement (a “Material Agreement”) would result in the credit exposure of the Businesses increasing by *** or more relative to the position prior to the entering into, renewal or restructuring of the relevant agreement,







 


then the relevant Business Seller shall not enter into, renew or restructure such agreement without the prior written consent of the Purchaser, save where the relevant Business Seller reasonably considers that the seeking of such consent from the Purchaser would contravene any Law and Regulation.


 



	
5.9.2  

	
In the event that the Purchaser does not consent to the entering into, renewal or restructuring of a Material Agreement (including in cases where the relevant Business Seller has not sought such consent in accordance with clause 5.9.1), then the relevant Business Seller may, nevertheless, enter into, renew or restructure such Material Agreement and, in such an event, the relevant agreement shall not be transferred to the Purchaser pursuant to the terms of this Agreement but shall be deemed for the purposes of this Agreement to form part of the Excluded Business.







 



	
5.10  

	
Secondees







 



	
5.10.1  

	
Following the date of the Original Agreement, the Business Sellers and the Purchaser shall meet to discuss and explore any ways in which, without contravention of any Law and Regulations, the Purchaser may be able to appoint any persons (up to a maximum of ten) as secondees (the “Secondees”) to work in the Businesses from any date following the date of the Original Agreement until the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses).  If the Business Sellers, acting reasonably, consider that the appointment of any such Secondees would contravene any Law and Regulations, no such Secondees shall be so appointed.







 



	
5.10.2 

	
If any Secondees are appointed in accordance with Clause 5.10.1, the Purchaser shall have absolute discretion as to the identity of those who are so appointed, provided that no Secondee shall form part of the Businesses’ executive management team. In addition, during the period in which any Secondee is working in the Businesses, save where required by Law and Regulations, such Secondee shall not be permitted to have any contact whatsoever with the Purchaser and the Purchaser shall not contact any Secondee.  Any Secondees so appointed shall be seconded to the Businesses on fixed term contracts and on the basis of the Business Sellers’ standard terms and conditions of employment (subject to any enhanced confidentiality undertakings as the Business Sellers may request).







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





57











  












 



	
5.11  

	
***







 



	
5.12  

	
The Business Sellers shall use best endeavours to deliver to the Purchaser as soon as practicable after the date of the Original Agreement the following information in relation to those Mid-Corporate Customers whose customer identification numbers are set out in Part A of Schedule 17 (the “Additional Mid-Corporate Customers”):







 



	 	
(i)  

	
assets and liabilities as at 30 June 2010;







 



	 	
(ii)  

	
impairment provisions as at 30 June 2010;







 



	 	
(iii)  

	
Master Grade Score;







 



	 	
(iv)  

	
SIC classification; and







 



	 	
(v)  

	
Confirmation of any undrawn and any other off balance sheet commitments.







 



	
6  

	
Implementation and Separation planning







 



	
6.1  

	
Cooperation







 



	
6.1.1  

	
The parties agree and acknowledge that the objective of the parties in relation to Separation is the timely and effective separation of the Businesses from the RBSG Group, moving from one “steady state” to an equivalent steady state in terms of capability, competency and functionality in the operation and management of the Businesses by the Purchaser.







 



	
6.1.2  

	
The parties shall work together collaboratively and in good faith from the date of the Original Agreement until Separation is complete, to plan for the implementation of the transactions contemplated by this Agreement, including Separation and Data Migration.







 



	
6.2  

	
Committee







 



	
6.2.1  

	
As soon as practicable after the date of this Agreement, the parties shall constitute a joint implementation committee to oversee and manage the separation and planning referred to in Clause 6.1.1 (the “Joint Implementation Committee”) consisting of an equal number of appropriate nominees (as notified to the other party from time to time) from the Business Sellers (acting together) and the Purchaser. Any decision by the Joint Implementation Committee shall require the approval of at least one nominee of the Purchaser and one nominee of the Business Sellers (acting together).







 



	
6.2.2  

	
Without prejudice to any other provision of this Clause 6, the parties acknowledge and agree that the Joint Implementation Committee shall have the delegated authority, and operate in accordance with the provisions set out in Part A of Schedule 23.







 



	
6.3  

	
Separation Plan







 



	
6.3.1  

	
The parties have agreed a written plan (which comprises a high level plan and a number of sub-plans, together the “Separation Plan”) to achieve Separation by the Mid-Corporate and Complex SME Data Migration Dates and to address Separation issues that may arise both before and following Data Migration.  The current version of the Separation Plan (version ‘Rainbow Separation WRC High Level Plan v1.13 Baselined’) is in the Agreed Terms. The Separation Plan may be amended from time to time by agreement by the Joint







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.










  





58











  






 



Implementation Committee, in accordance with the provisions set out in Part A of Schedule 23, and the plan as so amended from time to time shall from the time of such agreement constitute the Separation Plan.


 





	
6.3.2  

	
The Separation Plan includes a plan and timetable for Separation, including (without limitation):







 



	 	
(i)  

	
a complete plan for the migration and redirection of Retail Customers, SME Customers and Mid-Corporate Customers from the Business Sellers to the Purchaser’s Group;







 



	 	
(ii)  

	
a complete plan for the replacement by the Purchaser of any service provided by or on behalf of the RBSG Group to the Businesses (or any one of them);







 



	 	
(iii)  

	
details and timing of any activities and responsibilities of the parties in carrying out the Separation Plan, including milestones and associated criteria for “go/no go” decisions, which shall be made by the Joint Implementation Committee in accordance with Part A of Schedule 23;







 



	 	
(iv)  

	
identification of any agreements between a member of the RBSG Group and a third party for the provision of services to the Businesses (or any one of them), including any consents required under such agreements in order to provide services under the Transitional Services Agreement (“TSA Consents”), and any expiry, renewal or similar event under any such agreement which falls within the period covered by the Separation Plan;







 



	 	
(v)  

	
any other activities required to enable Separation to occur;







 



	 	
(vi)  

	
safeguards to ensure minimal disruption to the Businesses and to both parties’ ongoing businesses until Separation is complete; and







 



	 	
(vii)  

	
appropriate levels of core and dedicated resources required to support Separation.







 


The parties have further agreed certain matters in respect of Separation as set out in Part B of Schedule 23 (Certain Separation Matters).


 



	
6.3.3  

	
Subject to the last sentence of Clause 5.4.2, Clause 6.3.5 and Clause 6.11, the Business Sellers (acting together) and the Purchaser shall each bear their own costs of developing the Separation Plan.







 



	
6.3.4  

	
The set-up costs reasonably and actually incurred by the RBSG Group to be able to provide the Transitional Services shall be dealt with in accordance with the provisions of paragraph 3.1 of Part B of Schedule 8.







 



	
6.3.5  

	
To the extent that the Purchaser requests additional assistance from the Business Sellers in respect of putting in place the replacement services contemplated by Clause 6.3.2(ii), *** providing such assistance







 


For the avoidance of doubt, any steps required to be taken by any member of the RBSG Group to wind down or exit existing services provided to the Businesses shall not constitute additional assistance for the purposes of this Clause 6.3.5.


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





59











  












 



	
6.4  

	
Planning and implementation







 



	
6.4.1  

	
The parties acknowledge and agree that the Joint Implementation Committee will meet at least once every week and will be the primary forum through which the Business Sellers and the Purchaser will work together to plan and implement the proposed transactions contemplated by this Agreement, including as further set out in Clause 6.2.2 and Schedule 23.







 



	
6.4.2  

	
Without prejudice to the provisions of Schedule 23, from the date of this Agreement, the Business Sellers and the Purchaser shall each use their respective reasonable endeavours to ensure that the Joint Implementation Committee seeks, in good faith, to agree:







 



	 	
(i)  

	
the steps each party will take in order to secure the necessary regulatory approvals and support for the transfers and transactions contemplated by the Transaction Documents;







 



	 	
(ii)  

	
the steps each party will take to notify Customers of the proposed sale and to give effect to the Scheme, the transfer of the Contracts and the Loan Guarantees/Security in accordance with Part 1 of Schedule 5 and any transfers pursuant to Clause 4.3.2, Clause 4.3.3 and (as necessary) Clause 4.5;







 



	 	
(iii)  

	
the steps each party will take in accordance with Schedule 5 to seek all necessary Third Party Consents and to implement the other arrangements contemplated by Schedule 5;







 



	 	
(iv)  

	
the steps each party will take in accordance with Schedule 6 in respect of Relevant Employees;







 



	 	
(v)  

	
the steps each party will take in accordance with Schedule 3 to seek all necessary Property Third Party Consents;







 



	 	
(vi)  

	
the steps each party will take to ensure that re-branding and training of Rainbow employees occurs in accordance with the terms of the Transaction Documents; and







 



	 	
(vii)  

	
without prejudice to the remaining provisions of this Clause 6 and the provisions of Schedule 8 and the Transitional Services Agreement, the steps each party will take in relation to Separation and Data Migration,







 


so that, subject to this Agreement (including without limitation Clause 7.1.2), the Friends and Family Transfers are achieved at the Friends and Family Transfer Dates and the Closing Dates are achieved at the NatWest Effective Time (in respect of the NatWest Businesses), the RBS Wales Effective Time (in respect of the RBS Wales Businesses), or the RBS England Effective Time (in respect of the RBS England Businesses) and in any event no later than the Long Stop Date.


 



	
6.4.3  

	
Without limiting the foregoing or the provisions of Schedule 23, the Business Sellers and the Purchaser shall each use their respective reasonable endeavours to ensure that the Joint Implementation Committee seeks, in good faith, to plan for:







 



	 	
(i)  

	
the Closings;







 



	 	
(ii)  

	
the provision of services under the TSA by the RBSG Group; and







 



	 	
(iii)  

	
Data Migration.







 




  





60











  




 





	
6.4.4  

	
The Business Sellers and the Purchaser shall each use all reasonable endeavours to comply with the Separation Plan both before and after Data Migration.







 



	
6.5  

	
Data Migration







 



	
6.5.1  

	
The parties shall each use their best endeavours to ensure that Data Migration is able to take place by *** in respect of the NatWest Businesses, by *** in respect of the RBS Wales Businesses and by *** in respect of the RBS England Businesses or such other dates as may be set out in the Separation Plan from time to time.







 



	
6.5.2  

	
The Business Sellers and the Purchaser shall take all such steps as may be necessary to ensure that Data Migration is able to take place by the Long Stop Dates in respect of the NatWest Businesses, the RBS Wales Businesses and the RBS England Businesses.







 



	
6.5.3  

	
The Business Sellers and Purchaser shall each use their best endeavours to ensure that the Mid-Corporate and Complex SME Data Migration is able to take place as soon as reasonably practicable following the NatWest Closing in respect of the NatWest Businesses, as soon as reasonably practicable following the RBS Wales Closing in respect of the RBS Wales Businesses and as soon as reasonably practicable following the RBS England Closing in respect of the RBS England Businesses.







 



	
6.5.4  

	
Each of the Business Sellers and the Purchaser shall provide to each other such information as the other party may reasonably require to enable it to satisfy its obligations in Clause 6.5.1, 6.5.2 and 6.5.3, including the Business Sellers’ provision of:







 



	 	
(i)  

	
in each case, all data definition files relating to the Business Data;







 



	 	
(ii)  

	
in each case, all rules relating to the Business Data;







 



	 	
(iii)  

	
in each case, a break down of the Business Data by Customer, Product and channel; and







 



	 	
(iv)  

	
in the case of Clause 6.5.3, information relating to:







 



	 	
(a)  

	
the retail internet channel XML shell;







 



	 	
(b)  

	
the process by which Customers are identified, routed and granted access to their account details and services;







 



	 	
(c)  

	
the Customer experience with respect to each channel relating to the SME Business and Mid-Corporate Business; and







 



	 	
(d)  

	
which processes relating to the SME Business and Mid-Corporate Business are automated and which are undertaken manually.







 



	
6.5.5  

	
Without prejudice to the provisions of Clause 6.5.2 and 6.5.3, the Business Sellers shall provide the Business Data to the Purchaser:







 



	 	
(i)  

	
in relation to the Retail Business and SME Business (other than in respect of Complex SME Customers) at the Relevant Closing; and







 



	 	
(ii)  

	
in relation to the SME Business (in respect of the Complex SME Customers) and Mid-Corporate Business at the Mid-Corporate and Complex SME Data Migration Dates,







 


in each case, in such format as the parties (acting reasonably) agree.


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





61











  












 



	
6.6  

	
Post Closing







 


Without limiting the remaining provisions of this Clause 6, each of the Business Sellers and the Purchaser shall use reasonable endeavours to ensure that, following the NatWest Closing Date, the Joint Implementation Committee meets at least once a week to:


 



	
6.6.1  

	
identify any property, right or asset forming part of the Business Assets to be transferred to the Purchaser that has not been transferred and seek to effect that transfer to the Purchaser in accordance with Clause 9.6;







 



	
6.6.2  

	
identify any property, right or asset that has been transferred to the Purchaser which did not form part of the Business Assets to be transferred and seek to effect the re-transfer to the relevant Business Seller in accordance with Clause 9.7;







 



	
6.6.3  

	
review the status of the transfer and separation of the Businesses and to determine how any issues arising therefrom are to be dealt with; and







 



	
6.6.4  

	
monitor the continued compliance of the parties with the relevant parts of the Separation Plan that relate to the period after the Relevant Closing,







 


with such meetings to continue until such time as the Joint Implementation Committee considers that it is appropriate to meet less frequently or that no further meetings of the Joint Implementation Committee are necessary.


 



	
6.7  

	
Dispute resolution







 



	
6.7.1  

	
If a dispute or difference of opinion arises in relation to any of the matters referred to in Clause 6.4.2 or otherwise dealt with by the Joint Implementation Committee and the members of the Joint Implementation Committee are unable to resolve that dispute within a reasonable period, then each of the Business Sellers or the Purchaser may issue a notice requiring that the dispute be referred, in the case of the Business Sellers, to such person as shall be notified by the Business Sellers to the Purchaser for such purpose as soon as reasonably practicable after the date of this Agreement and, in the case of the Purchaser, to such person as shall be notified by the Purchaser to the Business Sellers for such purpose as soon as reasonably practicable after the date of this Agreement.







 



	
6.7.2  

	
If a dispute or difference of opinion is referred under Clause 6.7.1 the Purchaser and the Business Sellers shall each procure that its representative negotiates in good faith to resolve the dispute or difference of opinion for a period of up to 20 Business Days.







 


 



	
6.8  

	
Law and Regulations







 


The operation of the Joint Implementation Committee shall be consistent with Law and Regulations.


 



	
6.9  

	
Channel Carve-Out







 


As set out in, and in accordance with, the Separation Plan the parties shall launch an internet banking portal for Customers, which is separate to that used by customers of the Excluded Business, on or around *** and in any event no later than 28 days before the Scheme Posting Date (the “Channel Carve-Out”).  The parties will consult with each other as to the launch of such portal in accordance with the Separation Plan.


 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





62











  












 



	
6.10  

	
Customer Helpline







 


The parties shall launch a telephone helpline for Customers in respect of the sale of the Businesses, which is separate to any helpline used by customers of the Excluded Business (the “Customer Helpline”) which shall be operated by the Business Sellers and shall transfer to the Purchaser in accordance with the Separation Plan. The parties shall consult with each other as to the launch of the Customer Helpline and the content of all such procedures and scripts relating to the Customer Helpline, shall provide to each other all information and assistance as may be reasonably necessary in connection therewith and shall incorporate all comments as may be reasonably made by the other.  The costs in relation to the Customer Helpline shall be split equally between the Business Sellers and the Purchaser.


 



	
6.11  

	
ATM Costs







 


In the event that the relevant Closing does not take place in accordance with the terms of this Agreement, the Purchaser shall be responsible for, and bear the costs of, reversing any changes made to the Business ATMs by the Purchaser under Paragraph 6 of Part B of Schedule 23.


 



	
6.12  

	
Training Costs







 


Subject to the Business Sellers providing the Purchaser with reasonable advance notice of the  costs of the RBSG Group in connection with the employee training to be undertaken in accordance with Paragraph 7 of Part B of Schedule 23, the Purchaser shall bear its own costs and the costs of the RBSG Group incurred in connection with such training.


 



	
7  

	
Closing







 



	
7.1  

	
Date and Place







 



	
7.1.1  

	
Subject to Clauses 4 and 7.1.2, and unless otherwise specified by a relevant Regulatory Authority:







 



	 	
(i)  

	
the NatWest Closing shall take place immediately following the NatWest Effective Time at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ or at such other place as may be agreed between the Purchaser and the Business Sellers;







 



	 	
(ii)  

	
the RBS Wales Closing shall take place immediately following the RBS Wales Effective Time at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ  or at such other place as may be agreed between the Purchaser and the Business Sellers; and







 



	 	
(iii)  

	
the RBS England Closing shall take place immediately following the RBS England Effective Time at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ  or at such other place as may be agreed between the Purchaser and the Business Sellers.







 



	
7.1.2  

	
Without prejudice to Clause 6.5.2, the parties shall take all such steps as may be necessary to procure that the Effective Times and Closings shall be delayed until the parties are satisfied that the Data Migration is able to take place and the Business Seller







 




  





63











  




 





are able to provide the relevant information technology services under the TSA in respect of the Complex SME Customers and the Mid-Corporate Customers.




 



	
7.2  

	
Closing Events







 


At the Closings, the parties shall comply with their respective obligations specified in Schedule 11 in relation to the Businesses. The Business Sellers may waive some or all of the obligations of the Purchaser as set out in Schedule 11 and the Purchaser may waive some or all of the obligations of the Business Sellers or any Business Seller as set out in Schedule 11.


 



	
7.3  

	
Payment on Closings and initial allocation of the Purchase Price







 



	
7.3.1  

	
At the NatWest Closing the Purchaser shall pay in cash to NatWest on its own behalf and on behalf of NWHL an amount in aggregate expressed in Pounds Sterling which shall be equal to:







 



	 	
(i)  

	
the NatWest Bid Value;







 


plus


 



	 	
(ii)  

	
the Estimated NatWest Tangible Net Asset Value,







 


it being acknowledged that the resulting amount may be a ***


 



	
7.3.2  

	
At the RBS Wales Closing the Purchaser shall pay in cash to RBS an amount expressed in Pounds Sterling which shall be equal to:







 



	 	
(i)  

	
the RBS Wales Bid Value;







 


plus


 



	 	
(ii)  

	
the Estimated RBS Wales Tangible Net Asset Value,







 


it being acknowledged that the resulting amount may be ***


 



	
7.3.3  

	
At the RBS England Closing the Purchaser shall pay in cash to RBS an amount expressed in Pounds Sterling which shall be equal to:







 



	 	
(i)  

	
the RBS England Bid Value;







 


plus


 



	 	
(ii)  

	
the Estimated RBS England Tangible Net Asset Value,







 


it being acknowledged that the resulting amount may be a ***.


 



	
7.3.4  

	
***







 



	
7.3.5  

	
***







 



	
7.3.6  

	
Amounts payable under Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5 above shall be allocated in accordance with Schedule 9.









 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





64











  












 



	
7.4  

	
Notification of Estimated Tangible Net Asset Value Amount







 


Not less than ten Business Days prior to the Relevant Closing, the Business Sellers shall notify the Purchaser of the following:


 



	
7.4.1  

	
the Estimated NatWest Tangible Net Asset Value (in respect of the NatWest Closing), the Estimated RBS Wales Tangible Net Asset Value (in respect of the RBS Wales Closing) and the Estimated RBS England Tangible Net Asset Value (in respect of the RBS England Closing) and, in each case, shall include a breakdown of the constituent elements of the relevant Estimated Tangible Net Asset Value as set out in Part 2 of Schedule 12; and







 



	
7.4.2  

	
if any Business Assets comprising a material part of the Businesses taken as a whole (being such Business Assets that would represent at least 25% of the customer liabilities or the gross customer assets of the Businesses as at the Relevant Closing Date) are not expected to transfer pursuant to the Scheme or otherwise to the Purchaser as at the Relevant Closing.  If there are any such material Business Assets, the Business Sellers and the Purchaser shall meet to discuss, and agree, acting reasonably, the appropriate proportion of the Bid Value which shall be held back by the Purchaser and not paid to the Business Sellers at the Relevant Closing, such amount to be paid by the Purchaser to the relevant Business Seller immediately upon the subsequent transfer of such Business Assets or substantially all of them.







 



	
7.5  

	
Breach of Closing Obligations







 



	
7.5.1  

	
Subject to the terms of the Scheme and the Court Order, if any party fails to comply with any obligation in Clauses 7.2, 7.3 or 7.4 or Schedule 11 in relation to any Closing, the Purchaser, in the case of non-compliance by any of the Business Sellers (in relation to the obligations relating to their respective Businesses only), or the Business Sellers, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Business Sellers or the Purchaser, as the case may be:







 



	 	
(i)  

	
to effect the Relevant Closing so far as practicable having regard to the defaults which have occurred; or







 



	 	
(ii)  

	
to the extent permitted by the FSA, the Court or any other Regulatory Authority or Law and Regulation, to fix a new date for the Relevant Closing being a Friday on or around the middle of a calendar month (not being more than 25 Business Days after the previously agreed date for the Relevant Closing) in which case:







 



	 	
(a)  

	
if the new date relates to the NatWest Closing, to also fix new dates for the RBS Wales Closing being a Friday on or around the middle of a calendar month not more than two calendar months after the deferred NatWest Closing, and for the RBS England Closing being the last day of a calendar month not more than two calendar months after the deferred RBS Wales Closing;







 



	 	
(b)  

	
if the new date relates to the RBS Wales Closing, to also fix a new date for the RBS England Closing being a Friday on or around the middle of a calendar month not more than two calendar months after the deferred RBS Wales Closing; and







 




  





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(c)  

	
the provisions of Schedule 11 shall apply to such Closing as so deferred but provided such deferral may only be effected once by each of the Business Sellers and the Purchaser.







 



	
8  

	
Post-Closing Adjustments







 



	
8.1  

	
Closing Statement







 


The Business Sellers shall procure that as soon as practicable (and in any event within 45 Business Days) following the RBS England Closing there shall be drawn up the draft Closing Statements (the “Draft Closing Statements”) in accordance with Part 1 of Schedule 12 at Closing.


 



	
8.2  

	
Determination of Closing Statements







 



	
8.2.1  

	
The Draft Closing Statements shall be prepared in accordance with those accounting principles, policies, procedures, practices and techniques set out in paragraph 2 of Part 1 of Schedule 12 and, as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12:







 



	 	
(i)  

	
shall constitute the Closing Statements in relation to the Business to which it relates for the purposes of this Agreement ; and







 



	 	
(ii)  

	
shall be final and binding on the parties.







 



	
8.2.2  

	
The Tangible Net Asset Value in respect of the Businesses shall be as reflected in the Closing Statements agreed or determined in relation to the Businesses in accordance with Schedule 12.







 



	
8.3  

	
Adjustments to Purchase Price







 



	
8.3.1  

	
Tangible Net Asset Value







 


If the Tangible Net Asset Value attributable to the Businesses is different from the Estimated Tangible Net Asset Value in respect of the Businesses then the Business Sellers shall pay to the Purchaser or (as the case may be) the Purchaser shall pay to the relevant Business Seller such amount as will ensure that the aggregate of the payments made under Clause 7.3 and this Clause 8.3.1 equals the consideration due under Clause 3.1.


 


Such payment shall be made on or before the Payment Date and such amount shall be allocated between the Business Sellers or the Purchaser, as the case may be, by reference to the deficiency or excess attributed to the Businesses in the Relevant Closing Statements.


 



	
8.3.2  

	
Interest







 


Any payment to be made in accordance with Clause 8.3.1 shall be made together with an amount equal to interest thereon calculated from and including the Relevant Closing Date to the date of payment at a rate per annum of 1 per cent. above LIBOR from time to time, accruing from day to day calculated on the basis of the actual number of days elapsed and a year of 360 days.


 




  





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8.3.3  

	
Payment and allocation







 


Where any payment is required to be made pursuant to this Clause 8.3:


 



	 	
(i)  

	
the payment made on account of the Purchase Price shall be reduced or increased accordingly; and







 



	 	
(ii)  

	
the allocation of the Purchase Price shall be adjusted in accordance with paragraph 3 of Schedule 9.







 



	
9  

	
Post-Closing Obligations







 



	
9.1  

	
Indemnity by the Purchaser against Assumed Liabilities







 


Notwithstanding any Law and Regulations which require the Business Sellers, in relation to their respective Businesses, to assume, discharge, perform or honour any Assumed Liability, the Purchaser shall indemnify and keep indemnified the Business Sellers and each member of the RBSG Group (each a “Seller Indemnified Person”) on an after-Tax basis from and against:


 



	
9.1.1  

	
any Liability or Losses suffered or incurred by a Seller Indemnified Person to the extent they arise from any Assumed Liabilities assumed, discharged, performed or honoured by any Seller Indemnified Person; and







 



	
9.1.2  

	
any third party professional or other out of pocket costs and expenses directly arising out of or in connection with any Seller Indemnified Person being required to assume, discharge, perform or honour any Assumed Liability or taking any reasonable action to investigate, avoid, resist or defend itself against any matter, Liability or Loss referred to in Clause 9.1.1.







 



	
9.2  

	
Indemnity by the Business Sellers against Excluded Liabilities







 


Notwithstanding any Law and Regulations which requires the Purchaser or any member of the Purchaser’s Group to assume, discharge, perform or honour any Excluded Liability, each Business Seller, in relation to its respective Businesses only, shall indemnify and keep indemnified the Purchaser and each member of the Purchaser’s Group (each a “Purchaser Indemnified Person”) on an after-Tax basis from and against:


 



	
9.2.1  

	
any Liability or Losses suffered or incurred by a Purchaser Indemnified Person to the extent they arise from any Excluded Liabilities assumed, discharged, performed or honoured by any Purchaser Indemnified Person; and







 



	
9.2.2  

	
any third party professional or other out of pocket costs and expenses directly arising out of or in connection with any Purchaser Indemnified Person being required to assume, discharge, perform or honour any Excluded Liability or taking any reasonable action to investigate, avoid, resist or defend itself against any matter, Liability or Loss referred to in Clause 9.2.1.







 



	
9.3  

	
Indemnity by the Business Sellers against certain Liabilities







 


Each Business Seller, in relation to its respective Business only, shall indemnify and keep indemnified each Purchaser Indemnified Person on an after-Tax basis from and against any Liabilities or Losses (including any third party professional or other out of pocket costs


 




  





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and expenses directly arising out of or in connection with any Purchaser Indemnified Person taking any reasonable action to investigate, avoid, resist or defend itself against any matter, Liability or Loss referred to in paragraphs (i), (ii) or (iii) of this Clause 9.3) suffered or incurred by any Purchaser Indemnified Person in connection with:


 



	 	
(i)  

	
any fraud by any person in respect of *** held by *** which occurs prior to *** and any fraud in respect of a *** held by a ***, whether such fraud occurs prior to or after the Relevant Closing, where such fraud arises as a result of any action or omission *** prior to the Relevant Closing or as a result of action taken prior to the Relevant Closing by *** or their agent;







 



	 	
(ii)  

	
any failure by or on behalf of a Business Seller to maintain and/or retain any Client Agreement in accordance with Law and Regulation; and







 



	 	
(iii)  

	
***, save to the extent that any such claim, or any such Liabilities or Losses, arise from any Event (including any act or omission of a member of the Purchaser’s Group or any of their employees or agents) that occurs at any time ***







 



	
9.4  

	
Release of Guarantees







 



	
9.4.1  

	
The Purchaser and the Business Sellers shall use their respective reasonable endeavours to procure by the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses or, to the extent not done by the Relevant Closing, as soon as reasonably practicable thereafter, the release with effect from the Relevant Closing of the Business Sellers or any member of the RBSG Group from those security arrangements, guarantees or indemnities given by or binding upon the Business Sellers or any member of the RBSG Group in respect of any obligations of the Business Sellers or any member of the RBSG Group in respect of the Business Assets to the extent that such obligations are the Assumed Liabilities. Pending such release, the Purchaser shall indemnify and keep indemnified (on an after-Tax basis) the Business Sellers and any member of the RBSG Group against all amounts required to be paid by any of them pursuant to any such security, guarantees or indemnities and any Losses arising out of or in connection with them, in each case to the extent that such amounts or Losses relate to events occurring or acts or omissions after the Relevant Closing.







 



	
9.4.2  

	
For the purposes of Clause 9.4.1 in using “reasonable endeavours” the Purchaser shall not be required to assume any Liability more onerous than being a substitute guarantor or counterparty, as applicable.







 



	
9.4.3  

	
For the purposes of this Clause 9.4 the parties acknowledge and agree that:







 



	 	
(i)  

	
one or more of the relevant securities, guarantees or indemnities may become known to the Business Sellers or the Purchaser (as the case may be) on or after the Relevant Closing; and







 



	 	
(ii)  

	
upon becoming so aware of such a security, guarantee or indemnity (as the case may be) the relevant party shall notify the other parties in writing







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





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as soon as practicable of its existence, and the obligations under Clause 9.4.1 shall apply.


 





	
9.4.4  

	
The provisions of this Clause 9.4 shall not apply in relation to any GTS Instruments or Indemnified GTS Instruments (or, for the avoidance of doubt, any GTS Client Agreements), to which the provisions of Clause 9.12 shall apply.







 



	
9.5  

	
The Business Receivables or Retained Business Receivables







 



	
9.5.1  

	
Any monies received by any member of the RBSG Group in respect of Business Receivables shall be held on trust for the Purchaser (but may be held in a co-mingled account) and the Business Sellers shall, in relation to their respective Businesses, pay to the Purchaser the amount recovered free from any withholding, deduction or other right of set off, except where such withholding or deduction is required by law (in which case the relevant Business Seller shall be permitted to make such withholding or deduction from the amount payable to the Purchaser at the rate applicable by law but it shall increase any payment or make any additional payment to the Purchaser as a result of such withholding or deduction) and together with an amount equal to interest thereon calculated from and including the date on which the relevant monies were received by the RBSG Group to the date of payment at a rate per annum equal to LIBOR. Such payments shall be aggregated and made on a weekly basis in respect of all such receipts received during such day.







 



	
9.5.2  

	
Any monies received by any member of the Purchaser's Group in respect of Retained Business Receivables shall be held on trust for the Business Sellers (but may be held in a co-mingled account) and the Purchaser shall pay to the Business Sellers in relation to their respective Businesses the amount recovered free from any withholding, deduction or other right of set off, except where such withholding or deduction is required by law (in which case the Purchaser shall be permitted to make such withholding or deduction from the amount payable to the Business Sellers at the rate applicable by law but it shall increase any payment or make any additional payment to the Business Sellers as a result of such withholding or deduction) and together with an amount equal to interest thereon calculated from and including the date on which the relevant monies were received by the Purchaser's Group to the date of payment at a rate per annum equal to LIBOR. Such payments shall be aggregated and made on a weekly basis in respect of all such receipts received during such day.







 



	
9.6  

	
The Business Sellers’ Continuing Transfer Obligations







 



	
9.6.1  

	
Notwithstanding Closing and, except as provided in Schedules 3, 4, 5 and 6, if any property, right or asset which is agreed to form part of the Business Assets to be transferred to the Purchaser under this Agreement has not been transferred to the Purchaser on the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses, the relevant Business Seller shall transfer such property, right or asset (and any related liability which is an Assumed Liability) as soon as practicable (and at its own cost, subject to Clause 16.10) to the Purchaser.







 



	
9.6.2  

	
The value of such property, right or asset shall to the extent appropriate be included in the Tangible Net Asset Value and if, and to the extent that, the post-Closing adjustments referred to in Clause 8 have been effected without such value having been taken into







 




  





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account, the Purchaser shall, to that extent, pay the relevant Business Seller an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have increased had the full value of the relevant property, right or asset been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability to the extent the same was taken into account in the calculation of the Tangible Net Asset Value. If the Tangible Net Asset Value was a deduction from the Purchase Price, the Purchaser shall pay to the relevant Business Seller an amount in cash equal to any amount by which such deduction would have been reduced had the full value of the relevant property, rights or assets been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability to the extent that the same was taken into account in the calculation of Tangible Net Asset Value. The relevant Business Seller shall pay to the Purchaser an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have decreased had the value of the relevant property, right or asset been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability and to the extent the same was taken into account in the calculation of the Tangible Net Asset Value. If the Tangible Net Asset Value was a deduction from the Purchase Price, the relevant Business Seller shall pay to the Purchaser an amount in cash equal to any amount by which such deduction would have been increased had the value of the relevant property, rights or assets been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability to the extent that the same was taken into account in the calculation of Tangible Net Asset Value.




 



	
9.7  

	
The Purchaser’s Continuing Transfer Obligations







 



	
9.7.1  

	
If, following the relevant Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses, any Excluded Asset or any property, right or asset, not forming part of the Business Assets to be transferred to the Purchaser under this Agreement, is found to have been transferred to the Purchaser on the Relevant Closing in error, the Purchaser shall transfer such property, right or asset (and any related liability which is an Excluded Liability) as soon as practicable to the relevant Business Seller or another member of the RBSG Group agreed between the Purchaser and the Business Sellers.







 



	
9.7.2  

	
The value of such property, right or asset shall to the extent appropriate be excluded from the Tangible Net Asset Value and if, and to the extent, the post Closing adjustments referred to in Clause 8 have been effected with such value having been taken into account, the Business Sellers shall, to that extent, pay the Purchaser an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have reduced had the full value of the relevant property, right or assets not been included in the Relevant Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value. If the relevant Tangible Net Asset Value was a deduction from the Purchase Price, the relevant Business Seller shall pay the Purchaser an amount equal to the amount by which such deduction would have been increased had the full value of the relevant property, right or assets not been included in the Relevant Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value. The Purchaser







 




  





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shall pay to the relevant Business Seller an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have increased had the value of the relevant property, right or asset been excluded from the Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value. If the Tangible Net Asset Value was a deduction from the Purchase Price, the Purchaser shall pay to the relevant Business Seller an amount in cash equal to any amount by which such deduction would have been decreased had the value of the relevant property, rights or assets not been included in the Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value.




 



	
9.8  

	
Information and communications







 



	
9.8.1  

	
After the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses (and without limiting any of the Seller Warranties), if the Business Sellers become aware (whether by notice from the Purchaser or otherwise) that any Books and Records are not in the possession of the Purchaser but is or are in the possession or under the control of or available to the Business Sellers or any other member of the RBSG Group, the Business Sellers shall notify the Purchaser and procure that such Books and Records are delivered (at the Business Sellers’ cost) to the Purchaser as soon as reasonably practicable on request (having regard to any time periods in which the Purchaser might require such Books and Records to be transferred in order to comply with Law and Regulation) and/or Good Industry Practice and the Business Sellers shall take such other actions (including alternative actions) as may be agreed by the parties in writing.







 



	
9.8.2  

	
Where any part of (but not the whole of) any document or record constitutes Books and Records, then the Business Sellers shall use all reasonable endeavours to separate such part or parts of the relevant document or record from the remainder and shall deliver such part or parts to the Purchaser in accordance with the terms of this Agreement and the Business Sellers shall take such other actions (including alternative actions) as may be agreed by the parties in writing.







 



	
9.8.3  

	
In the case of any document that would constitute Books and Records but for the fact that the relevant Business Seller is required by Law and Regulation to retain such document, the relevant Business Seller shall allow the Purchaser and its respective officers, directors, employees, auditors, professional advisers and agents reasonable access, on reasonable notice and during business hours, together with the facility (at the cost of the Business Sellers) to take copies of such books and records provided that if the Purchaser requires further rights in relation to such document beyond those set out in this Clause 9.8.3 in order to comply with any Law and Regulation and/or with Good Industry Practice, then the Purchaser and the relevant Business Seller shall consult with each other and the Business Sellers shall use all reasonable endeavours to provide the Purchaser which such rights as may be necessary in order for the Purchaser to comply with such Law and Regulation and/or with Good Industry Practice (subject to the RBSG Group also complying with any relevant Law and Regulations applicable to it).







 




  





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9.8.4  

	
Each Business Seller shall use reasonable endeavours to procure that all notices, correspondence, orders or inquiries relating to the Businesses or the Business Assets which are received by the Business Sellers or any other member of the RBSG Group (including from customers and clients) on or after the Relevant Closing shall be passed to the Purchaser as soon as is reasonably practicable.







 



	
9.9  

	
Post-Closing access for the Purchaser







 


Notwithstanding Closing, the Business Sellers shall retain for a period of 7 years from the relevant Friends and Family Transfer Date in respect of a Friends and Family Transfer, a period of 7 years from the NatWest Closing in respect of the NatWest Businesses, a period of 7 years from the RBS Wales Closing in respect of the RBS Wales Businesses, and a period of 7 years from the RBS England Closing in respect of the RBS England Businesses the books, records and documents of the Businesses (including records in relation to VAT, subject to the provisions of Schedule 10) to the extent they relate to the period of time prior to the Relevant Closing and are not delivered to the Purchaser on or after the Relevant Closing and shall (subject to compliance with Law and Regulations and after redaction of any information which does not relate to the Businesses) allow the Purchaser and its respective officers, directors, employees, auditors, professional advisers and agents reasonable access, on reasonable notice and during business hours, together with the facility (at the cost of the Purchaser) to take copies of such books, records and documents.


 



	
9.10  

	
Post-Closing access for Business Sellers







 


The Purchaser shall retain for a period of 7 years from the relevant Friends and Family Transfer Date in respect of a Friends and Family Transfer, a period of 7 years from the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, the books, records and documents which relate to the Businesses (including, without limitation, the Books and Records and, subject to the provisions of Schedule 10, records in relation to VAT,) and which are delivered to the Purchaser on or after the Relevant Closing to the extent they relate to the period of time prior to the Relevant Closing and shall (subject to compliance with Law and Regulations and after redaction of any information relating to periods after the Relevant Closing) allow the Business Sellers and their respective officers, directors, employees, auditors, professional advisers and agents reasonable access, on reasonable notice and during business hours, together with the facility (at the cost of the Business Sellers) to take copies of such books, records and documents.


 



	
9.11  

	
Obligation in respect of Customer Derivative Contracts







 



	
9.11.1  

	
The Business Sellers and the Purchaser agree that:







 



	 	
(i)  

	
the NatWest Portfolio Swap(s) will be entered into at NatWest Closing (in respect of the NatWest Businesses);







 



	 	
(ii)  

	
the RBS Wales Portfolio Swap(s) will be entered into at RBS Wales Closing (in respect of the RBS Wales Businesses);







 



	 	
(iii)  

	
the RBS England Portfolio Swap(s) will be entered into at RBS England Closing (in respect of the RBS England Businesses); and







 




  





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(iv)  

	
each Portfolio Swap shall constitute a Transaction for the purposes of (and as defined in) the Hedging ISDA.







 



	
9.11.2  

	
The Business Sellers and the Purchaser agree to attend meetings with each other prior to the NatWest Closing Date, at such intervals and of such duration as may be reasonably necessary for the purposes of agreeing, and (each acting reasonably and using all reasonable endeavours and subject to the provisions of Clauses 9.11.3) shall seek to agree:







 



	 	
(i)  

	
as soon as reasonably practicable and in any event prior to close of business on the last Business Day of the sixth month immediately preceding the month in which the NatWest Closing Date is expected to occur:







 



	 	
(a)  

	
the information and data on the Hedged Contracts to be provided by the Business Sellers to the Purchaser or ANTS for the purposes of this Clause 9.11 and/or the transfer of the Hedged Contracts to the Purchaser, the format in which such information and data shall be provided and the timetable for its provision; and







 



	 	
(b)  

	
the identification of the principal inputs into the calculation of the CVA Adjustment Amount and which of such principal inputs is to be provided to Santander pursuant to Clause 9.11.6; and







 



	 	
(ii)  

	
as soon as reasonably practicable and in any event prior to close of business on the last Business Day immediately preceding the NatWest Closing Date:







 



	 	
(a)  

	
the terms of the Hedging ISDA; and







 



	 	
(b)  

	
the commercial terms of, and the form of the Confirmation (as such term is defined in the Hedging ISDA) to be executed in relation to, each Portfolio Swap.







 



	
9.11.3  

	
The commercial terms of the Portfolio Swaps shall be agreed by the Business Sellers and the Purchaser, each acting reasonably and using all reasonable endeavours, in accordance with the following parameters:







 



	 	
(i)  

	
the NatWest Portfolio Swap(s) shall provide that:







 



	 	
(a)  

	
ANTS will be obliged to pay to RBS amounts equivalent to any and all scheduled payments due to be received by the Purchaser after the NatWest Closing Date; and







 



	 	
(b)  

	
RBS will be obliged to pay to ANTS amounts equivalent to any and all scheduled payments due to be paid by the Purchaser after the NatWest Closing Date,







 


in each case under the relevant NatWest Hedged Contracts, regardless of whether or not any such due scheduled payments are actually received or, as the case may be, paid by the Purchaser under the relevant NatWest Hedged Contracts;


 



	 	
(ii)  

	
the RBS Wales Portfolio Swap(s) shall provide that:







 




  





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(a)  

	
ANTS will be obliged to pay to RBS amounts equivalent to any and all scheduled payments due to be received by the Purchaser after the RBS Wales Closing Date; and







 



	 	
(b)  

	
RBS will be obliged to pay to ANTS amounts equivalent to any and all scheduled payments due to be paid by the Purchaser after the RBS Wales Closing Date,







 


in each case under the RBS Wales Hedged Contracts, regardless of whether or not any such scheduled payments are actually received or, as the case may be, paid by the Purchaser under the relevant RBS Wales Hedged Contracts;


 



	 	
(iii)  

	
the RBS England Portfolio Swap(s) shall provide that:







 



	 	
(a)  

	
ANTS will be obliged to pay to RBS amounts equivalent to any and all scheduled payments due to be received by the Purchaser after the RBS England Closing Date; and







 



	 	
(b)  

	
RBS will be obliged to pay to ANTS amounts equivalent to any and all scheduled payments due to be paid by the Purchaser after the RBS England Closing Date,







 


in each case under the RBS England Hedged Contracts, regardless of whether or not any such scheduled payments are actually received or, as the case may be, paid by the Purchaser under the relevant RBS England Hedged Contracts.


 



	
9.11.4  

	
RBS shall pay the CVA Adjustment Amount to ANTS on the third Business Day following the RBS England Closing Date.







 



	
9.11.5  

	
“CVA Adjustment Amount” means an amount payable in GBP by RBS to ANTS to reflect the net transfer of credit risk between RBS and ANTS and will be calculated by RBS on the Business Day immediately preceding the RBS England Closing Date in accordance with the following formula:







 


CVA Adjustment Amount = Max ((CVAANTS - CVARC - CVARBS), 0)


 


where:


 


CVARC is the aggregate total of all the credit valuation adjustments which would be taken by RBS or NatWest against Customers in relation to the Hedged Contracts calculated on a Customer by Customer basis and on the basis that (i) each such Hedged Contract was in place between such Customer and RBS, (ii) the calculation in relation to Hedged Contracts with a Customer that are subject to an ISDA Master Agreement or any other agreement containing a multiple transaction close-out netting provision is made on a net basis and otherwise on a gross basis and (iii) the amount of such credit valuation adjustment and the marked-to-market value of the positions under such Hedged Contracts are to be determined using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBSG Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been published and using the inputs


 




  





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into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group;


 


CVAANTS is the aggregate credit valuation adjustment which would be taken by RBS against ANTS in relation to the Portfolio Swaps assuming that (i) each of the Portfolio Swaps is in place between RBS and ANTS, (ii) the probability of default and loss given default in relation to ANTS shall be determined by reference to the then prevailing credit default swap curve of the Purchaser and (iii) the amount of such credit valuation adjustment and the marked-to-market value of the Portfolio Swaps are to be determined using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBSG Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been published and using the inputs into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group; and


 


CVARBS is the aggregate credit valuation adjustment which would be taken by ANTS against RBS in relation to the Portfolio Swaps assuming that (i) each of the Portfolio Swaps is in place between RBS and ANTS, (ii) the probability of default and loss given default in relation to RBS shall be determined by reference to the then prevailing credit default swap curve of RBS and (iii) the amount of such credit valuation adjustment and the marked-to-market value of the Portfolio Swaps are to be determined using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBSG Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been published and using the inputs into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group.


 


The intention behind this payment is that RBS will pay to ANTS an amount in GBP equal to the credit valuation adjustment incurred by ANTS in respect of both its exposure to Customers and to RBS minus the credit value adjustment incurred by RBS for its exposure to ANTS.  These amounts will be paid net with any amounts due from ANTS to RBS subject to a cap of zero. The convention is that CVARBS, CVAANTS, and CVARC are negative amounts.


 



	
9.11.6  

	
RBS shall provide ANTS with details (including the agreed principal inputs) of what the CVA Adjustment Amount and each of CVARC, CVAANTS and CVARBS would have been had such amounts come to be calculated on the last Business Day of each of the six months immediately preceding the month in which the RBS England Closing Date is expected to occur as soon as reasonably practicable following each of such dates.







 



	
9.11.7  

	
If requested by the Purchaser, RBS shall procure a certification from the external auditors of RBS, in form and substance reasonably satisfactory to the Purchaser (acting in good faith and in a commercially reasonable manner),  that confirms that the CVARC, CVAANTS and CVARBS used to determine the CVA Adjustment Amount has been determined by RBS using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBS Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been







 




  





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published and using the inputs into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group.




 



	
9.12  

	
Obligation in respect of GTS Instruments







 



	
9.12.1  

	
The Business Sellers and the Purchaser agree that following the date of the Original Agreement:







 



	 	
(i)  

	
the Business Sellers shall at reasonable intervals prior to the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses), at the reasonable request of the Purchaser provide a schedule of all GTS Instruments, setting out (or as applicable attaching), in respect of each such GTS Instrument as at such time:







 



	 	
(a)  

	
the maximum aggregate contingent liability of the relevant Business Seller thereunder;







 



	 	
(b)  

	
the expiry date of the GTS Instrument; and







 



	 	
(c)  

	
such additional information available to the Business Sellers as the Purchaser may reasonably require in order to prepare for the transfer of GTS Client Agreements at the Relevant Closing Date (which may include details of the unutilised commitments of the relevant Business Seller under all GTS Client Agreements as at such time and the provision of copies of GTS Instruments) or as the parties may otherwise agree; and







 



	 	
(ii)  

	
the Business Sellers and the Purchaser shall, no later than the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses), each acting reasonably, agree a schedule of all GTS Instruments (as at immediately prior to the Relevant Closing) to which the provisions of this Clause 9.12 shall apply following the NatWest Closing, the RBS Wales Closing and the RBS England Closing, as applicable (the “Indemnified GTS Instruments”).  Such schedules (each, an “Indemnified GTS Schedule”) shall set out (or as applicable attach) in respect of each such GTS Instrument:







 



	 	
(a)  

	
the name and contact details of the relevant GTS Customer and third party beneficiary;







 



	 	
(b)  

	
the maximum aggregate contingent liability of the relevant Business Seller thereunder;







 



	 	
(c)  

	
the expiry date of the Indemnified GTS Instrument;







 



	 	
(d)  

	
a description of the GTS Client Agreement to which the Indemnified GTS Instrument relates reasonably sufficient to enable the relevant Indemnified GTS Instrument to be matched thereto;







 



	 	
(e)  

	
the amount of cash collateral (if any) held by the Business Sellers (or any member of the RBSG Group) in respect of such Indemnified







 




  





76











  






 



GTS Instruments and which will not transfer to the Purchaser at the Relevant Closing (the “Indemnified GTS Collateral”); and




 



	 	
(f)  

	
such additional information as the Purchaser may reasonably require in order to prepare for the transfer of GTS Client Agreements at the Relevant Closing (which may include details of the unutilised commitments of the relevant Business Seller under all GTS Client Agreements as at such time and the provision of copies of Indemnified GTS Instruments) or as the parties may otherwise agree.







 



	
9.12.2  

	
With respect to those Indemnified GTS Instruments which have an expiry date falling more than 6 months after the NatWest Closing Date, the RBS Wales Closing Date, or the RBS England Closing Date, as applicable, the Purchaser shall use its reasonable endeavours (and the Business Sellers shall provide all co-operation and assistance as the Purchaser may reasonably require) to procure the full and irrevocable release of the relevant Business Seller from its obligations under such Indemnified GTS Instrument by offering to issue (or procure the issue by an affiliate of the Purchaser of) a replacement instrument (each, a “Replacement Instrument”) on substantially similar, but no more onerous, terms to the Indemnified GTS Instrument, and which shall by its terms become effective upon cancellation of the GTS Instrument to which it relates and the full and irrevocable release of the relevant Business Seller from its obligations thereunder.  The Purchaser shall use its reasonable endeavours to procure confirmation from the third party beneficiary of the release of the relevant Business Seller from its obligations under such Indemnified GTS Instrument (which may include return of such instrument, which shall constitute such confirmation).







 



	
9.12.3  

	
In relation to all fees and other charges or expenses payable by or on behalf of any GTS Customer in respect of the credit risk associated with Indemnified GTS Instruments (whether under the terms of a related GTS Client Agreement or otherwise) but excluding, for the avoidance of doubt, arrangement and similar fees payable on reviews or extensions of GTS Client Agreements and related arrangements which accrue on or after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable:







 



	 	
(i)  

	
if such Indemnified GTS Instrument has an expiry date falling 6 months or less after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable, the Purchaser shall be entitled to retain all such amounts for its own account;







 



	 	
(ii)  

	
if such Indemnified GTS Instrument has an expiry date falling more than 6 months after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable:







 



	 	
(a)  

	
the relevant Business Seller shall be entitled to such proportion of such amounts as is reasonably necessary to reflect the credit risk associated with the Purchaser, which proportion shall not exceed 20% of such amounts; and







 



	 	
(b)  

	
the Purchaser shall be entitled to the remaining proportion thereof;







 


and the parties shall enter into such further arrangements (if any) as may be reasonably necessary in order to ensure that the parties receive such amounts,


 




  





77











  






 


provided that the Business Sellers shall not be entitled to any such amounts accruing on or prior to the date falling 6 months after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable.  The Purchaser shall be entitled to retain for its own account all other fees and other charges or expenses payable by or on behalf of any GTS Customer in respect of Indemnified GTS Instruments which accrue on or after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable.


 



	
9.12.4  

	
After the NatWest Closing in respect of the Indemnified GTS Instruments relating to the NatWest Businesses, the RBS Wales Closing Date in respect of the Indemnified GTS Instruments relating to the RBS Wales Businesses, and the RBS England Closing in respect of the Indemnified GTS Instruments relating to the RBS England Businesses:







 



	 	
(i)  

	
each of the Business Sellers shall not, and shall procure that no other person (excluding the Purchaser or any member of the Purchaser’s Group) shall, amend, waive, vary, supplement or replace any Indemnified GTS Instrument (other than with a Replacement Instrument) without the prior written consent of the Purchaser;







 



	 	
(ii)  

	
the Purchaser shall not amend, waive or vary any Indemnified GTS Instrument without the prior written consent of the relevant issuing Business Seller; and







 



	 	
(iii)  

	
the Business Sellers shall not, and shall procure that no other person (excluding  the Purchaser or any member of the Purchaser’s Group) shall, call for or receive any additional cash or other collateral in respect of any Indemnified GTS Instrument whether or not the same is provided for under any term of, or other provision applying to, such Indemnified GTS Instrument, or increase or (subject to Clauses 9.12.8 and 9.12.9) release or otherwise vary the amount of any Indemnified GTS Collateral.







 



	
9.12.5  

	
The Business Sellers shall, upon the date of issuance of each Replacement Instrument (or, if later, upon the effective date of such Replacement Instrument), transfer an amount equal to the amount of all Indemnified GTS Collateral (if any) in respect of the Indemnified GTS Instrument replaced thereby to such account of the relevant GTS Customer as the Purchaser shall specify for such purpose.







 



	
9.12.6  

	
If at any time following the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable, a Business Seller:







 



	 	
(i)  

	
receives notice of a claim or demand by a third party beneficiary under an Indemnified GTS Instrument (other than an import letter of credit) or a settlement is made by the relevant Business Seller under a GTS Instrument which is an import letter of credit in accordance with the terms thereof and (if and to the extent applicable) of the GTS Client Agreement under, pursuant or in relation to which it was issued (a “GTS Demand”); or







 



	 	
(ii)  

	
receives notice or otherwise becomes aware of any potential or intended claim or demand by a third party beneficiary under an Indemnified GTS Instrument (a “Potential GTS Demand”),







 


it shall as soon as reasonably practicable thereafter give written notice thereof to the Purchaser.  Such notice shall set out (a) the amount of the GTS Demand (which shall not exceed the maximum aggregate contingent liability of the relevant


 




  





78











  




 



Business Seller in relation to such GTS Instrument as set out in the relevant Indemnified GTS Schedule, plus reasonable processing and correspondent bank fees and charges payable in relation thereto in accordance with the terms of the Indemnified GTS Instrument and related GTS Client Agreement) or Potential GTS Demand (as applicable) and (b) such reasonable details concerning the legal and factual basis of the GTS Demand or Potential GTS Demand (as applicable) as are available to the Business Sellers (including the GTS Instrument to which the GTS Demand or Potential GTS Demand (as applicable) relates, and a copy of the GTS Demand received or Potential GTS Demand received or of which it has otherwise become aware, and of the Indemnified GTS Instrument(s) to which it relates).




 





	
9.12.7  

	
To the extent that a Business Seller (or any member of the RBSG Group) is involved directly in the relevant GTS Demand the Business Sellers shall, or shall procure that the relevant member of the RBSG Group shall, conduct such demand in accordance with the terms of the relevant GTS Client Agreement and Indemnified GTS Instrument and in any event in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any claim or demand by a third party beneficiary under an import or documentary letter of credit, bond, bank guarantee or standby letter of credit or settlement of an import letter of credit (which in each case is based on similar facts or circumstances and is of a similar nature or type to the GTS Demand) in the ordinary course of business in relation to its global transaction services business in the United Kingdom.  In addition, the provisions of Clause 12 will apply mutatis mutandis to any claim in respect of a GTS Demand.







 



	
9.12.8  

	
Subject to the foregoing provisions of this Clause 9.12 (and without prejudice to the other terms of this Agreement), the Purchaser shall indemnify and keep indemnified the Business Sellers on an after-Tax basis from and against the amount of each GTS Demand (not exceeding the maximum aggregate contingent liability of the relevant Business Seller in relation to the GTS Instrument to which such GTS Demand relates as set out in the relevant Indemnified GTS Schedule, plus reasonable processing and correspondent bank fees and charges payable in relation thereto in accordance with the terms of the Indemnified GTS Instrument and related GTS Client Agreement) notified in accordance with Clause 9.12.6 above and which is paid by or on behalf of the Business Sellers (or any other member of the RBSG Group), less an amount equal to the amount of Indemnified GTS Collateral (if any) stated in the Indemnified GTS Schedule to be held in relation to the Indemnified GTS Instrument to which the GTS Demand pertains.  The Business Sellers shall, together with any request for indemnification under this Clause 9.12, provide written evidence reasonably satisfactory to the Purchaser of such payment of GTS Demand and (if and to the extent applicable) of such payment of reasonable processing and correspondent bank fees and charges payable (if any) in relation thereto in accordance with the terms of the Indemnified GTS Instrument and related GTS Client Agreement, and of its or their amount (as applicable).







 



	
9.12.9  

	
If, following payment by or on behalf of a Business Seller or any other member of the RBSG Group of a GTS Demand (for the avoidance of doubt, not including any payment under the indemnity provided for in this Clause 9.12), no further claim or demand may be made by the third party beneficiary under the terms of the Indemnified GTS Instrument to which such GTS Demand relates the relevant Business Seller shall as soon as reasonably practicable transfer to such account as the Purchaser shall specify for such purpose an amount equal to the amount of all Indemnified GTS Collateral (if any) in respect of such







 




  





79











  






 



Indemnified GTS Instrument, less the amount of such Indemnified GTS Collateral (if any) which has been applied by the Business Seller in respect of payment by it of the relevant GTS Demand (and the relevant Business Seller shall provide written evidence reasonably satisfactory to the Purchaser of such application in payment and its amount).


 





	
9.12.10  

	
The indemnity in this Clause 9.12 shall cease to apply, in respect of any Indemnified GTS Instrument, upon the date of its expiry in accordance with the terms of such Indemnified GTS Instrument and of the GTS Client Agreement under, pursuant or in relation to which it was issued.







 



	
9.13  

	
Uncleared Items







 


The parties agree that they shall co-operate in good faith and act reasonably in order to account for and settle any uncleared items and items in the course of collection from, or transmission to other banks as at the Relevant Closing.


 



	
10  

	
Warranties







 



	
10.1  

	
The Seller Warranties







 



	
10.1.1  

	
Each of the Business Sellers, in respect only of the Businesses that it owns, represents and warrants to the Purchaser that each of the Seller Warranties set out in Schedule 14 is true and accurate as of the date of the Original Agreement.







 



	
10.1.2  

	
Each of the Seller Warranties shall be construed as being separate and independent and shall not be limited by reference to, or inference from, any other Seller Warranty or any other term of this Agreement or any other Transaction Document.







 



	
10.1.3  

	
Each of the Business Sellers undertakes, if any claim is made against it in connection with the sale of the Businesses to the Purchaser, not to make any claim against any director or employee of the Businesses on whom any of them may have relied before agreeing to any terms of this Agreement or any other Transaction Document or authorising any statement in the Disclosure Letter.







 



	
10.1.4  

	
All Seller Warranties, indemnities, covenants and other undertakings contained in or entered into in accordance with this Agreement or any other Transaction Document shall remain in full force and effect notwithstanding Closing.







 



	
10.1.5  

	
Any Seller Warranty qualified by the expression “so far as the Business Sellers are aware” or any similar expression shall, unless otherwise stated, be deemed only to refer to the actual knowledge on the date such Seller Warranty is made of those persons listed in Schedule 1 or to the knowledge which such persons would reasonably be expected to have, if they had made reasonable enquiries.







 



	
10.1.6  

	
For the avoidance of doubt, the parties agree that the Seller Warranties given at the date of the Original Agreement pursuant to Clause 10.1.1 were not and shall not be regarded as having been given in respect of credit cards or charge cards.







 



	
10.2  

	
Seller Disclosures







 


The Seller Warranties are subject to the matters fairly disclosed in the Disclosure Letter.


 




  





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10.3  

	
Seller Warranties to Closing







 



	
10.3.1  

	
Subject to Clause 10.2, each Business Seller, in respect only of the Businesses that it owns, further represents and warrants to the Purchaser that the Seller Warranties in paragraphs 1.1, 1.2, 1.3, 1.4, 2.1.2, 2.5.3, 2.7.1, 2.7.2, 3.1.1 and 3.1.3, 3.3.1, 3.3.2, 3.4.4, 5.8, 6.1.2 and 6.1.8, 12.1, 12.2, 12.3, 12.4, 12.5, 13.1, 13.2, 13.3, 13.4 of Schedule 14 will be true and accurate at the Friends and Family Transfer Date in respect of the Friends and Family Transfer, at the NatWest Closing in respect of the NatWest Businesses, at the RBS Wales Closing in respect of the RBS Wales Businesses and at the RBS England Closing in respect of the RBS England Businesses as if they had been repeated at such Closing in each case by reference to the facts and circumstances subsisting at the Relevant Closing Date.







 



	
10.3.2  

	
No right to damages or compensation shall arise in favour of the Purchaser under Clause 10.3.1 in consequence of an event or matter which results or may result in the Seller Warranty set out in paragraph 5.8 of Schedule 14 being untrue or inaccurate, as the case may be, if the event or matter could not reasonably have been avoided or prevented by any Business Seller or by their respective directors, officers, employees or agents operating the relevant Businesses in the ordinary course in the manner in which it had been conducted prior to the date of the Original Agreement.







 



	
10.3.3  

	
For the avoidance of doubt, the parties agree that the Seller Warranties given pursuant to Clause 10.3.1 shall be given in respect of the Businesses including (without limitation) credit cards and charge cards (other than the Seller Warranty in paragraph 1.2 of Schedule 14, which shall be given only in respect of the Businesses excluding credit cards and charge cards).







 



	
10.4  

	
The Purchasers’ Warranties







 



	
10.4.1  

	
The Purchaser represents and warrants to the Business Sellers that the statements set out in Schedule 15 are true and accurate as of the date of the Original Agreement.







 



	
10.4.2  

	
The Purchaser further represents and warrants to the Business Sellers that the statements set out in Schedule 15 will be true and accurate at each Closing as if they had been repeated at each Closing, in each case by reference to the facts and circumstances subsisting at each Closing Date and on the basis that any reference, whether express or implied, in such statements to the date of the Original Agreement is substituted by a reference to the Relevant Closing Date.







 



	
10.4.3  

	
The parties acknowledge that, prior to the date of the Original Agreement, the Business Sellers provided to the Purchaser an extract of the Term Sheet for UK State Aid Commitments in respect of the RBSG Group (the "Term Sheet") and confirmed to the Purchaser that such extract accurately set out the eligibility requirements required to be met by the Purchaser under the Term Sheet in relation to the transactions contemplated by this Agreement. The Business Sellers acknowledge and agree that the Purchaser has agreed to provide the representations and warranties to the Business Sellers set out in paragraphs 1.2 and 3.3 of Schedule 15, to the extent such warranties refer to Clause 4.1.1, on the basis of the foregoing sentence.







 




  





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11  

	
Limitation of Liability







 



	
11.1  

	
Time Limitation for Claims







 


The Business Sellers shall not be liable under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) or Clause 5 in respect of any claim unless a notice of the claim is given in writing by the Purchaser to the Business Sellers:


 



	
11.1.1  

	
within *** following the RBS England Closing; or







 



	
11.1.2  

	
in respect of any claims under the Seller Warranties set out in paragraph 5 of Schedule 14 within *** following the RBS England Closing; or







 



	
11.1.3  

	
in respect of any claims under the Tax Warranties, within *** following the RBS England Closing.







 



	
11.2  

	
Minimum Claims







 



	
11.2.1  

	
Subject to Clause 11.2.2, the Business Sellers shall not be liable in respect of a claim under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) unless the liability agreed or determined (disregarding the provisions of this Clause 11.2) in respect of such claim (or a series of claims arising from substantially similar facts or circumstances or arising from substantially similar acts or omissions of the Business Sellers) exceeds ***.







 



	
11.2.2  

	
The Business Sellers shall not be liable in respect of a claim under the Seller Warranties set out in paragraph 5.8 of Schedule 14 unless the liability agreed or determined (disregarding the provisions of this Clause 11.2) in respect of any such claim (or a series of claims arising from substantially similar facts or circumstances or arising from substantially similar acts or omissions of the Business Sellers, including any systemic policy, process or procedural matters or issues) exceeds:







 



	 	
(i)  

	
***







 



	 	
(ii)  

	
***







 



	 	
(iii)  

	
***







 



	
11.2.3  

	
Where the Business Sellers' liability agreed or determined in respect of any such claim or series of claims exceeds the financial threshold set out in Clause 11.2.1 or, as the case may be, 11.2.2 subject as provided elsewhere in this Clause 11, the Business Sellers shall be liable for the full amount of the claim or series of claims as agreed or determined, and not just the excess.







 



	
11.3  

	
Aggregate Minimum Claims







 



	
11.3.1  

	
The Business Sellers shall not be liable under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) or Clause 5 in respect of any claim unless the aggregate amount of all claims for which the Business Sellers would otherwise together be liable (disregarding the provisions of this Clause 11.3) exceeds ***.







 



	
11.3.2  

	
Where the Business Sellers’ liability agreed or determined in respect of all claims exceeds ***, subject as provided elsewhere in this Clause 11, the Business Sellers shall be liable for the aggregate amount of all claims as agreed or determined, and not just the excess.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





82











  












 



	
11.4  

	
Maximum Liability







 


The aggregate liability of the Business Sellers in respect of all claims under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) and breaches of Clause 5 shall not exceed ***.


 



	
11.5  

	
Contingent Liabilities







 


Neither the Purchaser nor the Business Sellers shall be obliged to make payment under this Agreement in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability. Nothing in this Clause 11.5 shall preclude the giving of notice of a claim which is contingent within the time limit set out in Clause 11.1.


 



	
11.6  

	
Provisions







 


No liability shall attach to the Business Sellers in respect of a claim under the Seller Warranties if and to the extent that a specified and quantified allowance, provision or reserve is made in the Closing Statements.


 



	
11.7  

	
Voluntary Matters Arising







 



	
11.7.1  

	
Agreed matters







 


No liability shall attach to the Business Sellers or the Purchaser in respect of a breach of this Agreement in respect of any matter or thing done or omitted to be done pursuant to and in compliance with any Transaction Documents or otherwise at the written request of or with the written approval of the Purchaser (in the case of the Business Sellers) or the Business Sellers (in the case of the Purchaser); or


 



	
11.7.2  

	
Acts of the Purchaser







 


No liability shall attach to the Business Sellers in respect of any claim under the Seller Warranties to the extent the same is attributable to any voluntary act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or their respective directors, officers, employees, agents or successors in title, which is outside the ordinary and usual course of the relevant Business and which occurs after the relevant Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, NatWest Closing, in the case of a claim relating to the NatWest Business, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses.


 



	
11.8  

	
Matters arising after the date of the Original Agreement







 


No liability shall attach to the Business Sellers or the Purchaser in respect of any claim under this Agreement to the extent that the same is attributable to:


 



	
11.8.1  

	
Changes in legislation







 



	 	
(i)  

	
the passing of, or the coming into effect of any change in, after the Friends and Family Transfer Date, in the case of a claim relating to the Friends







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





83











  




 





and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses, any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body but excluding (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of Relief from Taxation (together “Taxation Change”) not actually (or prospectively) in effect at the date of the Original Agreement to the extent that such Taxation Change affects any liabilities in respect of Pre-Closing Taxation; or


 





	 	
(ii)  

	
any change after the Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses, of any official interpretation or official application of any legislation; or







 



	
11.8.2  

	
Accounting and Taxation Policies of the Purchaser and the Business Sellers







 



	 	
(i)  

	
in the case of a claim made by the Purchaser, any change in accounting or Taxation policy, bases or practice of the Purchaser introduced or having effect after the Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses;







 



	 	
(ii)  

	
in the case of a claim made by a Business Seller, any change in accounting or Taxation policy, bases or practice of a Business Seller introduced or having effect after the Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses.







 



	
11.9  

	
Insurance







 



	
11.9.1  

	
Without prejudice to the Purchaser’s rights under Clause 14, the Business Sellers shall not be liable under this Agreement in respect of any claim to the extent that the Losses in respect of which such claim is made are covered by a policy of insurance and the Purchaser actually recovers under that policy. The Purchaser shall use reasonable endeavours to seek to recover amounts under policies of insurance held by it.







 



	
11.9.2  

	
The Purchaser shall not be liable under this Agreement in respect of any claim to the extent that the Losses in respect of which such claim is made are covered by a policy of insurance and a Business Seller actually recovers under that policy. Each Business Seller







 




  





84











  






 



shall use reasonable endeavours to seek to recover amounts under policies of insurance held by it.




 



	
11.10  

	
Net Financial Benefit







 


The Business Sellers shall not be liable under the Seller Warranties in respect of any Losses suffered by the Purchaser or any member of the Purchaser’s Group to the extent of any corresponding savings by or quantifiable net financial benefit to the Purchaser or any member of the Purchaser’s Group arising from such Losses or the facts giving rise to such Losses (for example, where the amount (if any) by which any Taxation for which the Purchaser or any other member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is reduced or extinguished as a consequence of any saving, benefit or Relief in respect of Taxation (“Tax Relief”) arising as a result of the matter giving rise to such liability, provided that any such Tax Relief shall be deemed to be utilised in priority to any other saving, benefit or Relief in respect of Taxation available to the Purchaser or any other member of the Purchaser’s Group, save to the extent that the legal rules and restrictions governing the utilisation of Tax Reliefs would require other Tax Reliefs to be utilised in priority).


 



	
11.11  

	
Mitigation of Losses







 


The Purchaser and the Business Sellers shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or to mitigate any Losses which might give rise to a liability in respect of any claim by any of them under this Agreement.


 



	
11.12  

	
Business Sellers’ and Purchaser’s Right to Recover







 



	
11.12.1  

	
Recovery for Actual Liabilities







 


Neither the Purchaser nor any Business Seller shall be liable to pay any amount in discharge of a claim under this Agreement unless and until the liability in respect of which the claim is made has become due and payable.


 



	
11.12.2  

	
Prior to Recovery from the Business Sellers







 


If, before any Business Seller pays an amount in discharge of any liability in respect of a claim under this Agreement, the Purchaser or any member of the Purchaser’s Group recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then, save where in the reasonable opinion of the Purchaser (i) to do so would result in a material adverse effect on the Purchaser’s Group’s business in the United Kingdom taken as a whole, or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Purchaser shall procure that reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery.


 




  





85











  




 





	
11.12.3  

	
Following Recovery from the Business Sellers







 


If any Business Seller has paid an amount in discharge of any liability in respect of a claim under this Agreement and the Purchaser or any member of the Purchaser’s Group is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then save where in the reasonable opinion of the Purchaser (i) to do so would result in a material adverse effect on the Purchaser’s Group’s business in the United Kingdom taken as a whole or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Purchaser shall procure that reasonable steps are taken to enforce such recovery and shall, or shall procure that the relevant member of the Purchaser’s Group shall, pay to the Business Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Purchaser to the Business Seller to the Purchaser.


 



	
11.12.4  

	
Prior to Recovery from the Purchaser







 


If, before the Purchaser pays an amount in discharge of any liability in respect of a claim under this Agreement, any Business Seller recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Business Seller (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then, save where in the reasonable opinion of any Business Seller (i) to do so would result in a material adverse effect on the RBSG Group’s business in the United Kingdom taken as a whole, or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Business Sellers shall procure that reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery.


 



	
11.12.5  

	
Following Recovery from the Purchaser







 


If the Purchaser has paid an amount in discharge of any liability in respect of a claim under this Agreement and any Business Seller is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Business Seller (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then save where in the reasonable opinion of any Business Seller (i) to do so would result in a material adverse effect on the RBSG Group’s business in the United Kingdom taken as a whole or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Business Sellers shall procure that reasonable steps are taken to enforce such recovery and shall pay to the Purchaser as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Purchaser to the Business Seller.


 




  





86











  




 





	
11.13  

	
Double Claims







 


The Purchaser shall not be entitled to recover from the Business Sellers under any Transaction Document more than once in respect of the same Losses suffered and the Business Sellers shall not be entitled to recover from the Purchaser under any Transaction Document more than once in respect of the same Losses suffered.


 



	
12  

	
Claims







 



	
12.1  

	
Assumed Liabilities







 



	
12.1.1  

	
If any Business Seller receives notice of any claim by a third party in respect of an Assumed Liability, it shall give notice of such claim to the Purchaser as soon as reasonably practicable.







 



	
12.1.2  

	
Subject to Clause 12.1.4, to the extent that a Business Seller (or any member of the RBSG Group) is involved directly in the relevant claim the Business Sellers shall, or shall procure that the relevant member of the RBSG Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any claim (a “RBSG Third Party Claim”) made by any other third party (including for the avoidance of doubt a customer of the RBSG Group) in relation to the RBSG Group’s business in the United Kingdom and which is based on similar facts or circumstances or is of a similar nature or type to the claim made by the third party.







 



	
12.1.3  

	
Subject to Clause 12.1.4, the Business Sellers shall, to the extent permitted by any Law and Regulations, take such action as the Purchaser may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any claim by a third party which constitutes or may constitute an Assumed Liability (an “Assumed Liability Claim”) subject to the Business Sellers being indemnified on an after-Tax basis by the Purchaser against all Losses which may thereby be incurred and, provided that the Business Sellers shall not be required to take any action which is not consistent in any material respect with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any RBSG Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations):







 



	 	
(i)  

	
each Business Seller shall provide the Purchaser and its/their financial, accounting, tax or legal advisers reasonable access to enable them to investigate the facts, matter or circumstance alleged to (or which may) give rise to such Assumed Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim;







 



	 	
(ii)  

	
the Business Sellers shall, and shall procure that any other relevant members of the RBSG Group shall, disclose to the Purchaser all material of which it/they are aware which relates to such Assumed Liability Claim and shall, subject to their being paid all reasonable out of pocket costs and expenses, give all such information and assistance, including:







 



	 	
(a)  

	
access to premises and personnel;







 



	 	
(b)  

	
making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities; and







 




  





87











  




 





	 	
(c)  

	
the right to examine and copy or photograph any assets, accounts, correspondence, documents and records,







 


as the Purchaser or its financial, accounting or legal advisers may reasonably request; and


 



	 	
(iii)  

	
each Business Seller shall, and shall procure any other members of the RBSG Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Clause 12.1 (including books of account, records and correspondence) relevant to the Assumed Liability Claim.







 



	
12.1.4  

	
In relation to any claim by a third party relating to an Assumed Liability the Purchaser shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Business Sellers to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim (including making counterclaims or other claims against third parties and including instructing such professional and legal or tax advisers as the Purchaser may nominate to act on behalf of the relevant Business Seller or member of the RBSG Group) in the name of and on behalf of the relevant Business Seller or member of the RBSG Group concerned and to have the conduct of any related proceedings, negotiations or appeals except that the Purchaser shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any claim (a “Purchaser Third Party Claim”) made by any other third party (including for the avoidance of doubt a customer of the Purchaser’s Group) in relation to the Purchaser Group’s business in the United Kingdom other than the Businesses and which is based on similar facts or circumstances or is of a similar nature or type to the claim made by the third party.







 


Nothing in this Clause 12.1 shall entitle the Purchaser or its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the Transaction Documents.


 



	
12.2  

	
Notification of Claims







 



	
12.2.1  

	
Notices of any claim by the Purchaser under the Seller Warranties or Clause 5 shall be given by the Purchaser to the Business Sellers within the time limits specified in Clause 11.1.







 



	
12.2.2  

	
Any notice given under Clause 12.1.1, 12.2.1 or 12.3.1 shall, to the extent then within the knowledge of the Purchaser or, as the case may be, the relevant Business Seller, set out in reasonable detail information concerning the legal and factual basis of the claim or potential claim and set out the Purchaser’s estimate of the amount of Losses which are, or are to be, the subject of the claim (including any Losses which are contingent on the occurrence of any future event).







 



	
12.3  

	
Excluded Liabilities







 



	
12.3.1  

	
If the Purchaser receives notice of any claim by a third party in respect of any Excluded Liability (an “Excluded liability Claim”) it shall give notice of such claim to the Business Sellers as soon as reasonably practicable.







 




  





88











  




 





	
12.3.2  

	
Subject to Clause 12.3.4, to the extent that the Purchaser (or any member of the Purchaser’s Group) is involved directly in the relevant claim, the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claims.







 



	
12.3.3  

	
Subject to Clause 12.3.4, the Purchaser shall, to the extent permitted by any Law and Regulations, take such action as the Business Sellers may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any Excluded Liability Claim subject to the Purchaser being indemnified on an after-Tax basis by the Business Sellers against all Losses which may thereby be incurred and provided that the Purchaser shall not be required to take any action which is not consistent in any material respect with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations):







 



	 	
(i)  

	
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, allow the Business Sellers and their financial, accounting, tax or legal advisers reasonable access to allow them to investigate the fact, matter or circumstance alleged to (or which may) give rise to such Excluded Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim;







 



	 	
(ii)  

	
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, disclose to the Business Sellers all material of which it/they are aware which relates to such Excluded Liability Claim and shall, subject to their being paid all reasonable out of pocket costs and expenses, give all such information and assistance, including:







 



	 	
(a)  

	
access to premises and personnel (including any Relevant Employee with knowledge relating to the relevant facts, matters or circumstances or who can otherwise reasonably assist the Business Sellers);







 



	 	
(b)  

	
making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities; and







 



	 	
(c)  

	
the right to examine and copy or photograph any assets, accounts, correspondence, documents and records,







 


as the Business Sellers or their financial, accounting or legal advisers may reasonably request; and


 



	 	
(iii)  

	
the Purchaser shall, and shall procure that any other members of the Purchaser’s Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Clause 12.3 (including books of account, records and correspondence) relevant to the Excluded Liability Claim.







 


Nothing in this Clause 12.3 shall entitle any Business Seller or its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the Transaction Documents.


 




  





89











  




 





	
12.3.4  

	
In relation to any claim by a third party relating to an Excluded Liability the Business Sellers shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim (including making counterclaims or other claims against third parties and including instructing such professional and legal or tax advisers as the Business Sellers may nominate to act on behalf of the relevant Purchaser or member of the Purchaser’s Group) in the name of and on behalf of the Purchaser or member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals except that the Business Sellers shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any RBSG Third Party Claim.







 



	
12.4  

	
Conduct of Third Party Claims







 



	
12.4.1  

	
If the fact, matter or circumstance that may give rise to a claim under the Seller Warranties or Clause 5 is a result of or in connection with a claim by a third party (including any regulator, government or governmental authority or Tax Authority) (a “Third Party Claim”) then to the extent that the Purchaser or any member of the Purchaser’s Group is involved directly in such Third Party Claim:







 



	
12.4.2  

	
the Purchaser shall consult with the relevant Business Seller as regards the conduct of any proceedings arising out of such third party claim, taking into consideration any reasonable request of the Seller in connection with the claim;







 



	
12.4.3  

	
the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim; and







 



	
12.4.4  

	
the Purchaser shall, to the extent permitted by any Law and Regulations, take such action as the Business Sellers may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any Third Party Claim subject to the Purchaser being indemnified on an after-Tax basis by the Business Sellers against all Losses which may thereby be incurred and provided that the Purchaser shall not be required to take any action which is not consistent in any material respect with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations):







 



	 	
(i)  

	
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, allow the Business Sellers and their financial, accounting, tax or legal advisers reasonable access to allow them to investigate the fact, matter or circumstance alleged to (or which may) give rise to such Third Party Claim and whether and to what extent any amount is or may be payable in respect of such claim;







 



	 	
(ii)  

	
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, disclose to the Business Sellers all material of which it/they are aware which relates to such Third Party Claim and







 




  





90











  






 



shall, subject to their being paid all reasonable out of pocket costs and expenses, give all such information and assistance, including:


 





	 	
(a)  

	
access to premises and personnel (including any Relevant Employee with knowledge relating to the relevant facts, matters or circumstances or who can otherwise reasonably assist the Business Sellers);







 



	 	
(b)  

	
making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities; and







 



	 	
(c)  

	
the right to examine and copy or photograph any assets, accounts, correspondence, documents and records,







 


as the Business Sellers or their financial, accounting or legal advisers may reasonably request; and


 



	 	
(iii)  

	
the Purchaser shall, and shall procure that any other members of the Purchaser’s Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Clause 12.4.4 (including books of account, records and correspondence) relevant to the Third Party Claim.







 


Nothing in this Clause 12.4.4 shall entitle any Business Seller or its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the Transaction Documents.


 



	
12.5  

	
Commencement of Proceedings by the Purchaser







 


Any claim under the Seller Warranties or Clause 5 notified by or on behalf of the Purchaser shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn nine months after notice is given under Clause 12.2, unless at such time legal proceedings in respect of the relevant claim have been commenced by being both issued and served, provided that:


 



	
12.5.1  

	
where Clause 11.5 applies, the nine-month period shall commence on the date that the relevant contingent liability becomes an actual liability; or







 



	
12.5.2  

	
where Clause 11.12 applies and the relevant member of the Purchaser’s Group determines to make a claim against a third party, including any insurer,  before proceeding with the claim under the Seller Warranties (it being acknowledged that the Purchaser is under no obligation to do so) the nine-month period shall commence on the date that the corresponding claim is finally settled or finally determined; or







 



	
12.5.3  

	
where Clause 12.4 applies, the nine-month period shall commence on the date the relevant Third Party Claim has been finally settled or finally determined.







 



	
12.6  

	
Confidentiality







 



	
12.6.1  

	
Any documents or information made available to a party in accordance with this Clause 12 shall, subject to Clause 15.2, be kept confidential by the recipient and shall be used by the recipient only for the purposes referred to or contemplated in this Clause 12.







 




  





91











  




 





	
12.6.2  

	
Nothing in this Clause 12 shall require the provision of any documents or information where such provision would contravene any Law and Regulations, breach any duty of confidentiality (subject to the relevant party using reasonable endeavours to seek any relevant third party consent in respect of such duty of confidentiality) or prejudice any right of privilege.







 



	
12.7  

	
Legal or Regulatory Constraints







 


Where any Law and Regulations require the consent of any third party (including any Regulatory Authority) to be obtained before any aspect of this Clause 12 can be operated in accordance with applicable Law and Regulations, the relevant party which requires to obtain any such consent before it can comply with its obligations under this Clause 12 in accordance with Law and Regulations shall use all reasonable endeavours to obtain such consent on a timely basis.


 



	
13  

	
Restrictions on business activities







 



	
13.1  

	
Restrictions on the RBSG Group







 


Subject to Clause 13.3, the Business Sellers shall procure that no member of the RBSG Group will, in any Relevant Capacity, from the date of the Original Agreement up to the RBS England Closing (save for any action taken in order to carry on the Businesses until the RBS England Closing) or during the Restricted Period:


 



	
13.1.1  

	
***







 



	
13.1.2  

	
use any Rainbow Data for the purpose of the marketing of any products sold or provided by any member of the RBSG Group that is targeted specifically at Customers, being marketing that is directed (i) solely at Retail Customers or (ii) at a group of persons the majority of whom are Customers and the sole reason for such marketing activity is to specifically target those Customers with the intention of re-establishing a primary banking relationship between such Customer and the Business Sellers.  For the avoidance of doubt, this Clause 13.1.2 shall not prevent any member of the RBSG Group from undertaking any activity that is permitted under Clause 13.1.1 above; or







 



	
13.1.3  

	
solicit or entice away from employment any Relevant Employee, whether or not such employee would thereby commit a breach of his contract of service, provided that this Clause 13.1.3 shall not, subject to any applicable restrictions set out in the relevant termination arrangements, apply after the termination of employment of any Relevant Employee by the Purchaser, or to any Relevant Employee who independently approaches the Business Sellers or a member of the RBSG Group with a view to prospective employment without any prior inducement from any of the Business Sellers or a member of the RBSG Group. The placing in good faith and in a manner not intended to target a Relevant Employee of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency or head hunter shall not constitute a breach of this Clause 13.1.3, provided that no member of the RBSG Group encourages, advises or instructs such agency or head hunter to approach any Relevant Employee; or







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





92











  












 



	
13.1.4  

	
establish or operate any new or existing banking branches or sub-branches (other than corporate offices), in each case:







 



	 	
(i)  

	
in Scotland, under, by reference to, or otherwise in connection with, the NatWest Trade Marks, or any other trade mark, service mark, trade name or brand which is substantially similar thereto or confusing therewith; or







 



	 	
(ii)  

	
in England and Wales, under, by reference to, or otherwise in connection with, the RBS Trade Marks, or any other trade mark, service mark, trade name or brand which is substantially similar thereto or confusing therewith; or







 



	 	
(iii)  

	
anywhere in the world, under, by reference to, or otherwise in connection with, the Williams & Glyn’s Trade Marks or any other trade mark, service mark, trade name or brand which is substantially similar thereto or confusing therewith,







 


other than in relation to (a) the business and operation of, including products and services provided by, the Holts branch in Farnborough (with sort code 161926) and (b) products and services provided by or in connection with the "Drummonds" or "Child & Co" name or brand, in each case in a manner which is consistent with the operation of such brand and/or branch, or the provision of such products and services, prior to the date of this Agreement and subject, in the case of the Holts branch in Farnborough, to the provisions of clause 13.1.5.


 



	
13.1.5  

	
The Business Sellers agree that prior to the RBS England Closing Date the external and internal branch fascia and signage at the Farnborough branch (sort code 161926) shall be rebranded so that it (i) does not look confusingly similar to the branches of the Businesses in England and Wales as they are prior to the Relevant Closing and/or to RBS-branded branches in Scotland after the RBS England Closing; and (ii) does not exclusively include or refer to RBS Trademarks (as defined in Part 4 of Schedule 4)).







 



	
13.2  

	
***







 



	
13.3  

	
Reasonableness of Restrictions







 



	
13.3.1  

	
The Business Sellers agree that the restrictions contained in Clause 13.1 are no greater than are reasonable and necessary for the protection of the interests of the Purchaser, but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.







 



	
13.3.2  

	
The Purchaser agrees that the restrictions contained in Clause 13.2 are no greater than are reasonable and necessary for the protection of the interests of the Business Sellers, but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





93











  












 



	
14  

	
Insurance







 



	
  

	
Where any Insured Event occurs prior to the Friends and Family Transfer Date (in respect of the Friends and Family Customers), the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) in respect of which either (a) an Insurance Claim has been made prior to the Relevant Closing, but is not settled or otherwise resolved prior to the Relevant Closing or (b) an Insurance Claim is capable of being made and the Purchaser requests in writing that the relevant Business Seller make an Insurance Claim within twelve months following the Relevant Closing, the relevant Business Seller shall:







 



	 	
(i)  

	
continue to manage and pursue (in the case of (a) above) and make, manage and pursue (in the case of (b) above) such Insurance Claim with all reasonable care and diligence and in accordance with the past practice of the Businesses and shall keep its insurers properly informed in respect of, and shall provide its insurers with all information which they may request in relation to, such Insurance Claim;







 



	 	
(ii)  

	
keep the Purchaser regularly informed as to the progress of such Insurance Claim (both before and after the Relevant Closing) and provide the Purchaser with all information, and take such action, as the Purchaser may reasonably request regarding such Insurance Claim; and







 



	 	
(iii)  

	
pay to the Purchaser an amount equal to the value of any settlement paid to the relevant Business Seller in respect of such Insurance Claim by the relevant Business Seller’s insurers less the amount of any reasonable costs and expenses incurred by the relevant Business Seller in making, managing or pursuing such Insurance Claim, with such payment to be treated, for the purposes of this Agreement, as a reduction to the Purchase Price in respect of the particular category of Business Asset in respect of which the relevant Insurance Claim was made.







 



	
15  

	
Confidentiality and Announcements







 



	
15.1  

	
Announcements







 


No announcement or circular in connection with the existence or the subject matter of any Transaction Document shall be made or issued by or on behalf of any member of the RBSG Group or the Purchaser’s Group without the prior written approval of the Business Sellers and the Purchaser (such approval not to be unreasonably withheld or delayed). This shall not affect any announcement or circular required by applicable law or any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities of either RBSG or any member of the Purchaser’s Group are, or are to be, listed (regardless of whether or not such rules have the force of law) but the party with an obligation to make an announcement or issue a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation and shall only announce such information as required by the relevant law, Regulatory Authority or rules.


 




  





94











  






 



	
15.2  

	
Confidentiality







 



	
15.2.1  

	
The parties hereby agree that the provisions of this Clause 15 shall supersede and replace the Confidentiality Agreement in its entirety and that, with effect from the execution of the Original Agreement, the Confidentiality Agreement shall terminate and cease to be of any further effect.







 



	
15.2.2  

	
Subject to Clause 15.1 and Clause 15.2.3:







 



	 	
(i)  

	
each of the parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into or performing any Transaction Document which relates to:







 



	 	
(a)  

	
the provisions of any Transaction Document; or







 



	 	
(b)  

	
the negotiations relating to any Transaction Document;







 



	 	
(ii)  

	
the Business Sellers shall, and shall procure that all members of the RBSG Group shall treat as strictly confidential and not disclose or use for any purpose any information proprietary to the NatWest Businesses following the NatWest Closing and the RBS Businesses following the RBS Wales Closing and the RBS England Closing respectively and any other information relating to the business, financial or other affairs (including future plans and targets) of any member of the Purchaser’s Group of which any Business Seller has become aware through the negotiations leading to, or the implementation of, this Agreement; and







 



	 	
(iii)  

	
the Purchaser shall treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of any member of the RBSG Group including the NatWest Businesses prior to the NatWest Closing and the RBS Businesses prior to the RBS Wales Closing and the RBS England Closing respectively  to the extent that the Purchaser has become aware of such information through the negotiations leading to, or the implementation of, this Agreement.







 



	
15.2.3  

	
Clause 15.2.2 shall not prohibit disclosure or use of any information if and to the extent:







 



	 	
(i)  

	
the disclosure or use is required by any Regulatory Authority, HM Treasury or the Monitoring Trustee in the context of, and consistent with, the approval granted by the European Commission to the Commissioners of HM Treasury on 14 December 2009 in respect of certain state aid granted to the RBSG Group by HM Treasury;







 



	 	
(ii)  

	
the disclosure is required by, and made to, HM Treasury, UKFI or the FSA;







 



	 	
(iii)  

	
the disclosure or use is required by law, any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities of RBSG or any member of the Purchaser’s Group are, or are to be, listed (regardless of whether or not such rules have the force of law);







 



	 	
(iv)  

	
the disclosure or use is required by any accounting standards in accordance with which the published accounts of any party are to be drawn up or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party or the disclosure is made to any relevant Regulatory Authority;







 




  





95











  




 





	 	
(v)  

	
the disclosure or use is required to vest the full benefit of any Transaction Document in any party;







 



	 	
(vi)  

	
the disclosure or use is required for the purpose of any proceedings arising out of any Transaction Document;







 



	 	
(vii)  

	
the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis and on terms that the relevant party procures that such professional advisers or actual or potential financiers comply with the provisions of Clause 15.2.2 in respect of such information as if they were a party to this Agreement;







 



	 	
(viii)  

	
the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement by the disclosing party); or







 



	 	
(ix)  

	
the other party has given prior written approval to the disclosure or use,







 


provided that prior to disclosure or use of any information pursuant to Clause 15.2.3(iii), the party concerned shall to the extent reasonably practicable and unless prohibited by law from doing so or unless required not to do so by any relevant court or Regulatory Authority promptly notify the other parties of such requirement with a view to agreeing the timing and content of such disclosure or use.


 



	
16  

	
Other Provisions







 



	
16.1  

	
Further Assurances







 


Each of the parties shall, at its own cost, from time to time execute, or to the extent within its power procure the execution of, such documents in a form reasonably satisfactory to the other party and perform, or to the extent within its power procure the performance of, such acts and things as any other party may reasonably require to give full effect to any Transaction Document and to secure to the other party the full benefit of the rights, powers and remedies conferred upon it in any Transaction Document.


 



	
16.2  

	
Whole Agreement







 



	
16.2.1  

	
The Transaction Documents contain the whole and only agreement between the parties relating to the subject matter of the Transaction Documents at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and the Transaction Documents supersede any previous written or oral agreement between the parties in relation to the matters dealt with in the Transaction Documents.







 



	
16.2.2  

	
Each party acknowledges that, in entering into the Transaction Documents to which it is a party, it is not relying upon any pre-contractual statement which is not expressly set out in the relevant Transaction Documents and, in particular, that, except to the extent expressly set out in Clause 10 and Schedule 14, no representation or warranty is given in relation to the Information Memorandum, the Disclosure Letter or the contents of the Data Room.







 




  





96











  




 





	
16.2.3  

	
So far as is permitted by law and except in the case of fraud, each of the parties agrees and acknowledges that it shall have no right of action against any other party to any of the Transaction Documents arising out of or in connection with any pre-contractual statement except to the extent that it is expressly repeated in the relevant Transaction Document. No party shall have any right to terminate or rescind any Transaction Document except as expressly set out therein.







 



	
16.2.4  

	
For the purposes of this Clause 16.2, “pre-contractual statement” means any draft, agreement, undertaking, representation (whether negligent or innocent), warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of any of the Transaction Documents made or given by any person at any time prior to the relevant Transaction Document becoming legally binding.







 



	
16.3  

	
Reasonableness and Specific Performance







 



	
16.3.1  

	
Each of the parties confirms that it has received independent legal advice relating to all the matters provided for in the Transaction Documents, including the terms of Clause 13 and Clause 16.2.







 



	
16.3.2  

	
The parties agree that if the provisions of Clause 13 and Clause 15.2 were not performed in accordance with their specific terms or were otherwise breached, irreparable damage might occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to seek the remedies of specific performance of the terms of this Agreement or injunctive relief, in addition to any other remedy at law or equity.







 



	
16.4  

	
No Assignment







 


Except as otherwise expressly provided in this Agreement:


 



	
16.4.1  

	
no party may without the prior written consent of the other parties, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of, or its rights or benefits under, the whole or any part of this Agreement; and







 



	
16.4.2  

	
a party may, without the consent of the other parties, assign to a subsidiary, a subsidiary undertaking or another member of that party’s Group the benefit of the whole or any part of this Agreement, provided that such assignment shall be expressed to have effect only for so long as the assignee remains a subsidiary, a subsidiary undertaking or a member of the Group of the party concerned.







 



	
16.5  

	
Third Party Rights







 



	
16.5.1  

	
Each of Clauses 9 and 10.1.3 (the “Third Party Rights Clauses”) confers a benefit on persons referred to in such clauses who are not a party to this Agreement and, subject to the remaining provisions of this Clause 16.5, is intended to be enforceable by each such person by virtue of the Contracts (Rights of Third Parties) Act 1999.







 



	
16.5.2  

	
The parties to this Agreement do not intend that any term of this Agreement, apart from the Third Party Rights Clauses, should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.







 



	
16.5.3  

	
Notwithstanding Clause 16.5.1:







 




  





97











  




 





	 	
(i)  

	
this Agreement may be varied in any way and at any time by the parties to this Agreement without the consent of any person who is not a party to this Agreement; and







 



	 	
(ii)  

	
no person who is not a party to this Agreement may enforce, or take any step to enforce, any of the Third Party Rights Clauses without the prior written consent of the Purchaser, which may, if given, be given on and subject to such terms as the Purchaser may determine.







 



	
16.6  

	
Variation







 


No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties (except that RBS may sign a variation on behalf of the Business Sellers).


 



	
16.7  

	
Method of Payment







 


Wherever in this Agreement provision is made for a payment to be made or procured, any such payments shall be effected by crediting for same day value the account or accounts in accordance with Law and Regulations notified by the relevant party to the relevant other party or parties reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected on or before the due date for payment.


 



	
16.8  

	
Costs







 



	
16.8.1  

	
The Business Sellers shall bear all costs incurred by the Business Sellers in connection with the preparation, negotiation and execution of the Transaction Documents and the sale of the Businesses.







 



	
16.8.2  

	
The Purchaser shall bear all such costs incurred by them in connection with the preparation, negotiation and execution of the Transaction Documents and the purchase of the Businesses.







 



	
16.8.3  

	
This Clause 16.8 is subject to Clause 16.10 and Schedule 10.







 



	
16.9  

	
Interest







 


If any party defaults in the payment when due of any sum payable under any Transaction Document, the liability of that party shall be increased to include an amount equal to interest on such sum from and including the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of 1 per cent. above LIBOR from time to time, accruing from day to day calculated on the basis of the actual number of days elapsed and a year of 360 days.


 



	
16.10  

	
Transaction Taxes







 


Provided that they do not arise as a result of any breach by a Business Seller of any provision of the Original Agreement or this Agreement or as a result of any Seller Warranty not being true, the Purchaser shall bear the cost of all stamp duty, SDRT, SDLT, any notarial fees and all registration and transfer taxes, fees and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable in respect of the Original Agreement or this Agreement or as a result of the transactions contemplated by the


 




  





98











  




 




Original Agreement or this Agreement. The Purchaser shall be responsible for arranging the payment of such stamp duty, SDRT, SDLT, notarial fees and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with the payment of such fees, taxes and duties. 


 



	
16.11  

	
VAT







 



	
16.11.1  

	
Where under the terms of this Agreement one party is liable to indemnify and keep indemnified or reimburse another party in respect of any costs, charges or expenses, the payment shall not include an amount equal to any VAT thereon which is recoverable by the other party, and that party shall use reasonable endeavours to recover such amount of VAT as may be practicable.







 



	
16.11.2  

	
Subject to Schedule 10, if any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay any VAT due on production of a valid VAT invoice.







 


 



	
16.12  

	
Stamp Duty







 


Notwithstanding anything in Clause 2.2.4, but subject always to Clause 11 and Clause 16.10, if in relation to any Business Asset any document (other than the Original Agreement, this Agreement or any document entered into pursuant to this Agreement) is actually required to be stamped in order to (a) comply with the requirement, order or direction of any regulatory, governmental or statutory body (including any court or Tax Authority); or (b) assert or defend any title, right or claim to that Business Asset in the carrying out or disposal of any of the Businesses (or any part thereof), then the Business Sellers shall be liable to reimburse the Purchaser in the amount of any Tax incurred in relation to such stamping. 


 



	
16.13  

	
Notices







 



	
16.13.1  

	
Any notice or other communication in connection with this Agreement (each, a “Notice”) shall be:







 



	 	
(i)  

	
in writing in English; and







 



	 	
(ii)  

	
delivered by hand, fax, registered post or by courier using an internationally recognised courier company.







 



	
16.13.2  

	
A Notice to any Business Seller shall be sent to such party at the following address, or such other person or address as the Business Sellers may notify to the Purchaser from time to time:







 



	 	
Address: 

	
The Royal Bank of Scotland Group plc







House G


RBS Gogarburn


Edinburgh


EH12 1HQ


 



	 	
Fax No.: 

	
+44 131 626 2997







 



	 	
Attention: 

	
Group General Counsel







 




  





99











  




 





	
16.13.3  

	
A Notice to the Purchaser shall be sent to the Purchaser at the following address, or such other person or address as the Purchaser may notify to the Business Sellers from time to time:







 




	 	
Address: 

	2 Triton Square,







Regent’s Place,


London


NW1 3AN



 



	 	
Fax No.: 

	+44 (0)20 7756 5650





 



	 	
Attention: 

	Company Secretary





                    





	
16.13.4  

	
A Notice shall be effective upon receipt and shall be deemed to have been received:







 



	 	
(i)  

	
at the time of delivery, if delivered by hand, registered post or courier; and







 



	 	
(ii)  

	
at the time of transmission in legible form, if delivered by fax.







 



	
16.14  

	
Invalidity







 



	
16.14.1  

	
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under the law of any jurisdiction:







 



	 	
(i)  

	
the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties; and







 



	 	
(ii)  

	
the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement shall not be affected or impaired,







 


provided that the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.


 



	
16.14.2  

	
To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 16.14.1(i), then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 16.14.1(i), not be affected.







 



	
16.15  

	
Remedies and Waivers







 



	
16.15.1  

	
No delay or omission by any party to any Transaction Document in exercising any right, power or remedy provided by law or under any such Transaction Document shall:







 



	 	
(i)  

	
affect such right, power or remedy; or







 



	 	
(ii)  

	
operate as a waiver of it.







 



	
16.15.2  

	
The single or partial exercise of any right, power or remedy provided by law or under any Transaction Document shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.







 



	
16.15.3  

	
The rights, powers and remedies provided in the Transaction Documents are cumulative and not exclusive of any rights, powers and remedies provided by law.







 




  





100











  






 



	
16.16  

	
Claims







 



	
16.16.1  

	
Without *** by any party, with effect from and *** having occurred pursuant to this Agreement, each party agrees that it shall *** (and it shall procure that *** shall) ***, and each party *** (and it shall procure that ***), any and all *** (irrespective of whether they have been identified as at the date of this Agreement or not) relating, directly or indirectly, in any way to the *** of the parties or any other party to *** (as each of those italicised terms was defined in the Original Agreement).







 



	
16.16.2  

	
For the avoidance of doubt, prior to the Closings having occurred pursuant to this Agreement, neither the entry into of this Agreement nor anything in this Agreement shall prevent, restrict or otherwise hinder any party from *** of the type referred to in Clause 16.16.1 or in any way modify, reduce or otherwise affect:







 



	 	
(a)  

	
*** of any party arising from *** of any obligation under the Original Agreement, which *** related, directly or indirectly, in any way to the *** of the parties or any party to *** (as each of those italicised terms was defined in the Original Agreement); or







 



	 	
(b)  

	
the *** (including the amount of any ***) to which that party is entitled to seek in respect of any *** of the type referred to in Clause 16.16.1,







 


save that each party agrees that it shall *** (and it shall procure that *** of the type referred to in Clause 16.16.1 *** or, if all the *** referred to in Clause 4.1.1 have been *** (where capable of ***) by the ***, prior to the date falling *** immediately after the ***.


 



	
16.17  

	
Counterparts







 


This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart but this Agreement shall not be effective until each party has executed at least one counterpart.


 



	
16.18  

	
Governing Law and Submission to Jurisdiction







 



	
16.18.1  

	
The Transaction Documents, save as expressly provided otherwise therein, and any non-contractual obligations arising out of or in connection with such Transaction Documents shall be governed by and construed in accordance with English law.







 



	
16.18.2  

	
Each of the parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, which may arise out of or in connection with the Transaction Documents (save as expressly provided otherwise therein) and that accordingly any proceedings arising out of or in connection with such Transaction Documents shall be brought only in such courts. Each of the parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum or on any other ground.







 














*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





101











  




 




In witness whereof this Agreement has been duly executed.


 







 



	
SIGNED by ......................


on behalf of The Royal Bank of


Scotland plc:

	}	  	  










 



	
SIGNED by  ......................


on behalf of National


Westminster Bank Plc:

	}	  	  
















	
SIGNED by  ......................


on behalf of National


Westminster Home Loans Limited:

	}	  	  





 


 



	
SIGNED by ......................


on behalf of SANTANDER UK plc


(as Purchaser):

	}	  	  












  





102











  






 


Table of Contents


 




	
Contents

	  	
Page


	
1

	
Interpretation

	
2


	
2

	
Agreement to Sell the Businesses

	
31


	
3

	
Consideration

	
37


	
4

	
Conditions

	
39


	
5

	
Pre-Closing

	
46


	
6

	
Implementation and Separation planning

	
58


	
7

	
Closing

	
63


	
8

	
Post-Closing Adjustments

	
66


	
9

	
Post-Closing Obligations

	
67


	
10

	
Warranties

	
80


	
11

	
Limitation of Liability

	
82


	
12

	
Claims

	
87


	
13

	
Restrictions on business activities

	
92


	
14

	
Insurance

	
94


	
15

	
Confidentiality and Announcements

	
94


	
16

	
Other Provisions

	
96











 


 




  





103











  
















Schedule 1


 


***


 







 




  









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





1











  




 




Schedule 2


 


***


 


 


 




 











*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





2











  




 






Schedule 3


 


***


 







 




 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





3











  






 


Schedule 4


Intellectual Property


Part 1


 



	
1  

	
Transfer of Business Intellectual Property







 



	
1.1  

	
Clause 2.2.1 of this Agreement shall operate as an immediate assignment to the Purchaser, on the NatWest Closing, of all NatWest Business Intellectual Property which is not the subject of a registration or application for registration.







 



	
1.2  

	
RBS hereby grants, and shall procure the grant by each relevant member of the RBSG Group, to the Purchaser with effect from the RBS Wales Closing, a non-exclusive, non-assignable, royalty-free, perpetual licence to use the RBS Business Intellectual Property in Wales, for the purpose of the RBS Wales Businesses.







 



	
1.3  

	
Clause 2.2.1 of this Agreement shall operate as an immediate assignment to the Purchaser, on the RBS England Closing, of all RBS Business Intellectual Property which is not the subject of a registration or application for registration.







 



	
1.4  

	
Any Business Intellectual Property (other than any domain name) which is registered or which is the subject of an application for registration shall be transferred to the Purchaser pursuant to a written assignment (including pursuant to paragraph 1.5 below).







 



	
1.5  

	
RBS shall procure that the registered trade marks identified below shall be transferred to the Purchaser at the NatWest Closing by means of Trade Mark Assignments in substantially the form set out in Part 5 of this Schedule 4.







 



	
Trade Mark

	
Description

	
Country

	
Owner

	
Application/ Registration No.

	
Status

	
Classes


	
W&G

	
Word

	
UK

	
RBSG

	
2525739

	
Registered

	
9, 16, 36


	
WILLIAMS & GLYN’S

	
Word

	
UK

	
RBSG

	
2525717

	
Registered

	
9, 16, 36


	
WILLIAMS & GLYN’S

	
Word

	
CTM

	
RBSG

	
8486871

	
Registered

	
9, 16, 36







 



	
1.6  

	
RBS shall procure that all domain names forming part of the Business Intellectual Property including those identified below shall be transferred to the Purchaser or its nominee at the NatWest Closing.







 



	
Domain Name

	
Registrant


	
williamsandglyn.co.uk

	
RBSG


	
williamsandglyn.com

	
RBSG







 



	
1.7  

	
Each party shall bear its own costs in relation to notarial, or legalisation, fees in respect of the transfer of any Business Intellectual Property.







 




  





4











  






 


Schedule 4


Intellectual Property


Part 2


Other IP Provisions


 



	
1  

	
With effect from the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, the Purchaser shall cause each Business (as appropriate) to cease holding itself out, and procure that no member of the Purchaser’s Group holds itself out, as having any current affiliation with RBSG or any member of the RBSG Group, provided that the use by the Purchaser (or its permitted sub-licensees and assignees) of any of the RBS Trade Marks or NatWest Trade Marks in accordance with the Transitional Trade Mark Licences or any Product Name that remains subject to paragraph 5 of this Part 2 of Schedule 4 shall not, in itself, constitute a breach of this provision.







 



	
2  

	
At the NatWest Closing, RBS shall grant, or shall procure the grant of, the NatWest Transitional Trade Mark Licence to the Purchaser in the form set out in Part 3 of this Schedule 4. At the RBS Wales Closing, RBS shall grant, or shall procure the grant of, the RBS Transitional Trade Mark Licence to the Purchaser in the form set out in Part 4 of this Schedule 4.







 



	
3  

	
The Business Sellers hereby grant, and shall procure the grant by each relevant member of the RBSG Group (with effect from the NatWest Closing in respect of Intellectual Property relating to the NatWest Businesses, the RBS Wales Closing in respect of Intellectual Property relating to the RBS Wales Businesses and the RBS England Closing in respect of Intellectual Property relating to the RBS England Businesses) to the Purchaser a non-exclusive, non-assignable, royalty-free licence for so long as is reasonably required of any Intellectual Property (excluding: (a) any trade marks, service marks or trade names whether registered or unregistered; and (b) any information technology or software except to the extent that such information technology or software is used exclusively in relation to the Businesses) which is owned by the Business Sellers, or any other member of the RBSG Group, and used in the Businesses at or immediately prior to (a) the NatWest Closing in respect of Intellectual Property relating to the NatWest Businesses; (b) the RBS Wales Closing in respect of Intellectual Property relating to the RBS Wales Businesses; or (c) the RBS England Closing in respect of Intellectual Property relating to the RBS England Businesses, solely for the purpose of operating the retail, small medium enterprise and/or mid-corporate banking business (as applicable) of the Businesses. Save as provided in paragraph 4 of this Part 2 of Schedule 4, the Purchaser shall not otherwise sub-license any of the rights granted under this clause without the prior written consent of RBSG.







 



	
4  

	
The Purchaser may sub-license the rights granted under paragraph 3 of this Part 2 of Schedule 4 to members of the Purchaser’s Group for so long as they remain members of the Purchaser’s Group, subject to ensuring that:







 



	
4.1  

	
any sub-licensee shall be bound by and comply with all of the obligations and restrictions to which the Purchaser is subject under paragraph 3 of this Part 2 of Schedule 4 (except that the permitted sub-licensees shall not have the right to sub-license or assign their rights under the sub-licence to any third party); and







 




  





5











  




 





	
4.2  

	
the Purchaser shall inform the sub-licensee that RBSG as third party beneficiary of those obligations shall have the right to take enforcement action against the sub-licensee under the Contracts (Rights of Third Parties) Act 1999.







 


The Purchaser shall be responsible to RBSG for the acts and omissions of any permitted sub-licensees as if they were those of the Purchaser itself and shall at all times and at its own cost enforce compliance by such sub-licensees with the terms of this licence and any permitted sub-licence.


 



	
5  

	
The Business Sellers shall procure that no member of the RBSG Group shall, in any Relevant Capacity, for a period of two (2) years immediately following: (a) the NatWest Closing in respect of the NatWest Businesses; (b) the RBS Wales Closing in respect of the RBS Wales Businesses, or (c) the RBS England Closing in respect of the RBS England Businesses, in each case, object to or take any step or proceeding or make or assert any claim (whether by way of litigation or otherwise) in connection with or in relation to (either directly or indirectly) the use by the Purchaser, or any entity to which it grants a sub-licence under paragraph 4 of this Part 2 of Schedule 4, of any Product Name, including use of any such Product Name in conjunction with any rights granted to the Purchaser pursuant to the Transitional Trade Mark Licences, in each case provided that such use is in accordance with the terms and limited to the duration of the Transitional Trade Mark Licences.  Nothing in this paragraph 5 will affect the rights or obligations of the parties under either paragraphs 1, 3 or 4 of this Part 2 of Schedule 4 or the Transitional Trade Mark Licences.







 


 


Schedule 4


 


Part 3


 


***


 







 







 




 











*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





6











  




 






Schedule 1


NatWest Trade Marks


 







 



	
NATWEST


 


NATIONAL WESTMINSTER BANK


 


NATWEST HELPFUL BANKING


 


ANOTHER WAY


 


NATWEST ADAPT


 


ADAPT


 


NATWEST STEP ACCOUNT


 


ADVANTAGE BLUE


 


ADVANTAGE GOLD


 


ADVANTAGE PRIVATE


 


NATWEST WELCOME ACCOUNT


 


NATWEST NRI WELCOME

	
NATWEST FIRST RESERVE


 


NATWEST SPECIAL RESERVE


 


NATWEST REWARD RESERVE


 


PRIVATE NATWEST PRIVATE BANKING


 


NATWEST PRIVATE BANKING


 


ADVANTAGE RESERVE


 


ADVANTAGE PRIVATE


 


NATWEST DIAMOND RESERVE


 


NATWEST SAVINGS ACCELERATOR


NATWEST SAVINGS ACCELERATOR CARD


	 	 
	


	
NatWest DIAMOND RESERVE







 




  





7











  











Schedule 4


Part 4







***









Schedule 1


RBS Trade Marks


 



	
RBS


 


THE ROYAL BANK OF SCOTLAND


 


THE ROYAL BANK OF SCOTLAND GROUP


 


MAKE IT HAPPEN


 


RBS HERE FOR YOU


 


THE ROYAL BANK OF SCOTLAND ROYALTIES


 


THE ROYAL BANK OF SCOTLAND ROYALTIES GOLD


 


THE ROYAL BANK OF SCOTLAND ROYALTIES PREMIER


 


RBS ROYALTIES


 


RBS ROYALTIES GOLD


 


RBS ROYALTIES PREMIER

	
GRADUATE ROYALTIES


STUDENT ROYALTIES


CASH CLUB


ROUTE 15


RAINBOW


RBS YOURBANK


RBS REVOLVE


REVOLVE


ROYALTIES


ROYALTIES GOLD


ROYALTIES PREMIER


	 	 
	


	











 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 








  





8











  




 





	


	




















 








Schedule 4


Intellectual Property


Part 5


Form of Trade Mark Assignment


 


This Deed of Assignment is made the [●] day of [●] between:


 



	
(1)  

	
[●] of [●] (“Assignor”); and







 



	
(2)  

	
[●] of [●] (“Assignee”).







 


Whereas:


 



	
(A)  

	
the Assignor is the [registered proprietor of the registered trade marks and] applicant for certain trade mark registrations described in the annex hereto (the “Trade Marks”); and







 



	
(B)  

	
the Assignor has agreed to assign the Trade Marks to the Assignee;







 


This Deed witnesses as follows.


 



	
1  

	
Assignment







 


The Assignor hereby assigns to the Assignee all right, title and interest in and to the Trade Marks together with all the goodwill represented by and associated with the Trade Marks, (but no other goodwill) including all rights, privileges and advantages thereto including, without limitation, the right to take proceedings and recover damages and obtain all other remedies in respect of past infringements thereof to hold unto the Assignee absolutely.


 



	
2  

	
Further Assurance







 


The Assignor agrees hereafter promptly to execute all such documents as the Assignee may reasonably request to give full effect to this Assignment and secure to the Assignee the full benefit of the rights assigned to the Assignee hereunder.


 



	
3  

	
Representations and warranties







 


The Assignor does not make, nor shall be deemed to have made to the Assignee, any express or implied representation or warranty with respect to any of the Trade Marks without prejudice to those set out in the amended and restated sale and purchase agreement entered into by, inter alia, (i) The Royal Bank of Scotland plc, (ii) National Westminster Bank plc; [(iii) the Assignor,] and (iv) the Assignee on [●] 2011.


 




  





9











  






 



	
4  

	
Law and Jurisdiction







 



	
4.1  

	
This Assignment and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law.







 



	
4.2  

	
Each of the parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, which may arise out of or in connection with this Assignment and that accordingly any proceedings arising out of or in connection with this Assignment shall be brought only in such courts. Each of the parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum or on any other ground.







 







 


In witness whereof this Agreement has been duly executed.


 







 



	
SIGNED by [●]


on behalf of [ASSIGNOR]

		  
	  	  	  
	  	  	  
	  	  	  
	
SIGNED by [●]


on behalf of [ASSIGNEE]

		  







 


 


 


 


 


 



 




  





10











  




 






Schedule 5


Contracts


 


Part 1


 


***


 







 







 







 




 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





11











  




 




Schedule 5


Contracts


Part 2


Shared Collateral


 



	
1  

	
Retain Retail Mortgages and Unsecured Client Agreements







 



	
1.1  

	
The Business Sellers and the Purchaser agree that following the date of this Agreement and in any event prior to the RBS Wales Closing Date (in respect of the RBS Wales Businesses), the RBS England Closing Date (in respect of the RBS England Businesses) and the NatWest Closing Date (in respect of the NatWest Businesses) they shall, each acting reasonably, agree a schedule (each, a "Shared Security Schedule") of all mortgages (for the avoidance of doubt, in the sense of a security interest), granted in relation to, or which are otherwise capable of being applied in satisfaction of, liabilities owed by any Retail Customer or SME Customer both:







 



	 	
1.1.1  

	
under any Client Agreement(s); and







 



	 	
1.1.2  

	
in relation to any retail banking business of RBS or NatWest which is an Excluded Business in respect of a mortgage product (together, the “Retain Business”, and such liabilities, the “Retain Liabilities”),







 


(other than any such mortgage granted in respect of a Transferring Mortgage Product or a Relevant Excluded Mortgage) in each case as at immediately prior to RBS Wales Closing, RBS England Closing or NatWest Closing, as applicable (each such mortgage, a “Retain Retail Mortgage”).


 


For the avoidance of doubt, the rights identified in the Shared Security Schedule in respect of Securitised Mortgages and the indemnity from the Business Sellers in respect of Unsecured Client Agreements in relation to Securitised Mortgages under paragraph 2 shall be limited to those security rights (if any) that the relevant Business Seller has the benefit of under the Securitised Mortgages and the terms of the relevant securitisation or covered bond programme from time to time.


 



	
1.2  

	
For the purposes of paragraph 1.1:







 


“Relevant Excluded Mortgage” means any Excluded Mortgage other than a Securitised   Mortgage; and


 


“Transferring Mortgage Product” means any mortgage product held by a Customer which is a Product.


 



	
1.3  

	
The Business Sellers and the Purchaser agree that:







 



	 	
1.3.1  

	
the Retain Retail Mortgages shall not be transferred to the Purchaser at the RBS Wales Closing Date, RBS England Closing or the NatWest Closing Date (as applicable); and







 



	 	
1.3.2  

	
save as provided in this Part 2 of Schedule 5, with effect from RBS Wales Closing, RBS England Closing or NatWest Closing (as applicable), the Purchaser shall not be entitled to recourse to or the benefit of any Retain Retail Mortgage which has been identified and agreed in the relevant Shared Security Schedule in relation to a Client Agreement which has been, or is pursuant to the terms of this Agreement







 




  





12











  






 



and the Transaction Documents to be, transferred to the Purchaser (each, an “Unsecured Client Agreement").


 





	
1.4  

	
The Business Sellers agree that, from the date of the Original Agreement until the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses), and the RBS England Closing Date (in respect of the RBS England Businesses), they shall carry on the relevant Retain Business (or, as the case may be, shall procure that such Retain Business is carried on by the relevant member of the RBSG Group) with respect to each Retain Retail Mortgage, including but without limitation to any enforcement or proposed enforcement action, in a manner consistent in all material respects with policies and procedures applicable, at the relevant time, in relation to the relevant Business Seller’s (or, as the case may be, relevant member of the RBSG Group’s) in relation to its business in the United Kingdom (including the Retain Business) and based upon similar facts and circumstances and of a similar type or nature.







 


2.         ***


 




 











*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





13











  








 


Schedule 5


Contracts


Part 3


 



	
1  

	
Lombard Transfer Security







 



	
1.1  

	
The Business Sellers and the Purchaser agree that following the date of the Original Agreement and in any event prior to the RBS Wales Closing Date (in respect of the RBS Wales Businesses), the RBS England Closing Date (in respect of the RBS England Businesses) and the NatWest Closing Date (in respect of the NatWest Businesses) they shall, each acting reasonably, agree a schedule (each, a "Lombard Security Schedule") of all Loan Guarantees/Security (other than Excluded Mortgages) which are capable of being applied in satisfaction of liabilities owed by any SME Customer or Mid-Corporate Customer both:







 



	 	
1.1.1  

	
under any Client Agreement(s) ; and







 



	 	
1.1.2  

	
otherwise, to any business of RBS or NatWest which is a business (including asset finance business) carried on under the "Lombard" name or brand (other than in connection with any loans from Lombard Direct Loans) (together, the "Lombard Business", and such liabilities, the "Lombard Liabilities"),







 


in each case as at immediately prior to RBS Wales Closing, RBS England Closing or NatWest Closing, as applicable, and setting out the documented principal amount and maturity of such Lombard Liabilities as at such time (each such Loan Guarantee/Security, a "Lombard Transfer Security", and such Lombard Liabilities, the "Relevant Lombard Liabilities").


 



	
1.2  

	
The Business Sellers and the Purchaser agree that:







 



	 	
1.2.1  

	
without prejudice to any other term of this Agreement or the Transaction Documents) the Lombard Transfer Security shall be transferred to the Purchaser at the RBS Wales Closing Date, RBS England Closing Date or the NatWest Closing Date (as applicable) in accordance with the terms of this Agreement and the Transaction Documents; and







 



	 	
1.2.2  

	
save as provided in this Part 3 of Schedule 5, with effect from RBS Wales Closing, RBS England Closing or NatWest Closing (as applicable), the Business Sellers shall not be entitled to recourse to or the benefit of any Lombard Transfer Security.







 



	
1.3  

	
The Business Sellers agree that, from the date of the Original Agreement until the NatWest Closing Date (in respect of the NatWest Businesses), RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses):







 



	 	
1.3.1  

	
they shall carry on the Lombard Business (or, as the case may be, shall procure that the Lombard Business is carried on by the relevant member of the RBSG Group) with respect to each Lombard Transfer Security and the Lombard Liabilities, including but without limitation to any enforcement or proposed enforcement action, in a manner consistent in all material respects with policies and procedures applicable, at the relevant time, in relation to the relevant Business







 




  





14











  






 



Seller’s (or, as the case may be, relevant member of the RBSG Group’s) business in the United Kingdom (including the Retain Business) and based upon similar facts and circumstances and of a similar type or nature; and


 





	 	
1.3.2  

	
they shall not, and shall procure that no other member of the RBSG Group shall, enter into any agreement or arrangement as a result of which Relevant Lombard Liabilities would be incurred and outstanding as at the Relevant Closing Date by any SME Customers or Mid-Corporate Customers, in each case in addition to those advised to the Purchaser by the Business Sellers for the purposes of this Part 3 of Schedule 5 in connection with the execution of this Agreement. For the avoidance of doubt (but subject to paragraph 1.3.1), this paragraph 1.3.2 shall not restrict the incurrence of Lombard Liabilities which would not constitute Relevant Lombard Liabilities.







 




	
2. 

	
***









 







 




 











*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





15











  




 






Schedule 6


Employees


 



	
1  

	
Transfer Provisions







 



	
1.1  

	
The parties acknowledge that the Transfer Provisions will apply in respect of the Relevant Employees as a result of the transfer of the Businesses and the Business Assets contemplated by this Agreement. Consequently, the employment of each Relevant Employee (except in relation to any provisions of any occupational pension scheme which relate to benefits for old age, invalidity or survivors in accordance with Regulation 10 of TUPE and the equivalent provisions of the Transfer Provisions) and any collective agreement relating to any such Relevant Employee shall have effect from the Relevant Closing Date as if originally entered into between the Purchaser and such Relevant Employee and/or any relevant trade union.







 



	
1.2  

	
For the purposes of this Schedule 6:







 



	 	
1.2.1  

	
reference to the Closing Date means the NatWest Closing Date in relation to the NatWest Relevant Employees, the RBS Wales Closing Date in relation to the RBS Wales Relevant Employees, and the RBS England Closing Date in relation to all other Relevant Employees; and







 



	 	
1.2.2  

	
references to Relevant Employees means the NatWest Relevant Employees in relation to the NatWest Closing Date, the RBS Wales Relevant Employees in relation to the RBS Wales Closing Date and the Relevant Employees excluding the NatWest Relevant Employees and the RBS Wales Relevant Employees in relation to the RBS England Closing Date.







 


The provisions of this Schedule 6 shall be interpreted accordingly.


 



	
1.3  

	
Subject to paragraphs 1.4, 2.7, 3 and 9 below, the Business Sellers shall be responsible for and will discharge all wages, salaries, bonuses, emoluments, and other outgoings (and Taxation thereon) in respect of the Relevant Employees which fall due to be paid prior to the Closing Date, or which relate to the period prior to, or on the Closing Date, and to the extent such liabilities have not been discharged prior to the Closing Date, the Business Sellers shall remain liable for such amounts (provided always that the Business Sellers’ liability in respect of bonuses other than the retention payment referred to in paragraph 7, shall not exceed the amount accrued in respect thereof in the Closing Statement to the Closing Date). The Purchaser shall be responsible for and will discharge all such obligations in respect of the Relevant Employees which fall due to be paid thereafter to the extent they relate to the period after Closing. All necessary apportionments shall be made to give effect to this paragraph 1.3.







 



	
1.4  

	
Notwithstanding any other provisions of this Schedule:







 



	 	
1.4.1  

	
subject to 1.4.2 below, the Purchaser shall be responsible for discharging any accrued holiday entitlement in respect of any Relevant Employee which has not been discharged prior to the Closing Date and will indemnify and keep indemnified (on an after-Tax basis) the Business Sellers and any relevant employer(s) of the Relevant Employees prior to the Closing Date against any Losses arising as a result thereof or in connection therewith;







 



	 	
1.4.2  

	
where any Relevant Employee has, at the Closing Date, in excess of 21 hours' accrued holiday under the RBS Holiday Banking Scheme the Business Sellers 







 




  





16











  




 





shall bear the cost of that excess accrued holiday (and any associated employer’s national insurance contributions) which shall be included in the Closing Statements as a liability. For this purpose, the Business Sellers' liability shall be calculated on the basis that for each employee an hour's pay is determined by dividing the employee's annual ValueAccount (less pension benefit funding) by the number of hours the employee is contracted to work per annum taking into account the extent to which the Purchaser secures Relief which is referable to such accrued holiday entitlement excluding for the avoidance of doubt any Relief arising from costs incurred by the Purchaser and not ultimately borne by the Business Sellers as described herein.




 



	
1.5  

	
In accordance with its obligations under the Transfer Provisions, the Purchaser shall provide the Business Sellers in writing with such information and at such time as will enable the relevant employer(s) of the Relevant Employees to carry out its/their information and consultation duties under the Transfer Provisions. The Purchaser shall provide such assistance as the Business Sellers may reasonably request from time to time.







 



	
1.6  

	
The parties acknowledge that for the purposes of regulation 12 of TUPE, regulation 11 of TUPE has been complied with by the Business Sellers (and any other relevant employer of the Relevant Employees prior to Closing) by the process of disclosure against the warranties in paragraph 6 of Schedule 14.







 



	
1.7  

	
The Purchaser acknowledges that its remedies for breach of the warranties in this Agreement provide adequate recourse in respect of any failure to provide Employee Liability Information (within the meaning of regulation 11 of TUPE) in all the circumstances and that it would not be just and equitable to pursue any future claim in respect of Employee Liability Information in the employment tribunal or in the Employment Appeal Tribunal and accordingly undertakes not to bring such a claim against any of the Business Sellers or against any relevant employer(s) of the Relevant Employees.







 



	
2  

	
***







 



	
3  

	
Deferred Awards







 


Following signing of the Original Agreement, RBS and the Purchaser will implement the principles set out in paragraphs 3.1 to 3.8 below. If the remuneration committee of the board of directors of RBSG or any third party refuses to give its approval to the implementation of these principles, RBS will be deemed not to be in breach of this paragraph 3, provided that it has used its reasonable endeavours to obtain such approval.


 


The parties recognise that the overall cost to RBS should not be materially more than would have been the cost to it of satisfying Awards under the Deferral Plans but for this paragraph 3.


 


If the proposals are not implemented, paragraph 3.9 will apply.


 



	
3.1  

	
Following Closing, the Business Sellers will pay to the Purchaser, by way of an adjustment to the Purchase Price, an amount, for each Award under the Deferral Plans granted to a 







 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.






  





17











  






 



Relevant Employee whose employment has transferred to a member of the Purchaser’s Group and which has not been satisfied at Closing (a ‘Transferring Award’), equal to the total of:


 





	 	
3.1.1  

	
the Market Value at Closing of the number of RBSG Shares; and







 



	 	
3.1.2  

	
for Transferring Awards which include the right to receive a dividend equivalent, the amount of any dividends paid before Closing on the number of RBSG Shares;







 



	 	
3.1.3  

	
the face value of the number of RBSG Bonds plus any interest accrued to Closing;







 


in respect of which Transferring Awards have not Vested as at Closing (the “Transfer Value”) plus an amount equal to the percentage of the Transfer Value equal to the rate at which employer national insurance contributions are payable on Closing.


 



	
3.2  

	
RBS will amend the terms of each Transferring Award as follows, with effect from Closing:







 



	 	
3.2.1  

	
Where the Award is over RBSG Shares, the Participant will be entitled, on Vesting, to:







 



	 	
(i)  

	
that number of shares in Banco Santander S.A., or such member of its group as the Purchaser and the Business Sellers agree, which has a Market Value on Closing equal to that of the number of RBSG Shares subject to the Award, instead of RBSG Shares; and,







 



	 	
(ii)  

	
if the Transferring Award includes a right to receive dividend equivalents, an amount in cash or shares in the relevant member of the Purchaser’s Group linked to dividends paid before Closing on the relevant number of RBSG Shares and, after Closing, on the relevant number of  shares in the relevant member of the Purchaser’s Group.







 



	 	
3.2.2  

	
Where the Award is over RBS Bonds, the Participant will be entitled, on Vesting, to a cash amount equal to the face value of the RBS Bonds subject to the Award plus any notional interest accrued to the date of Vesting, instead of RBS Bonds.







 



	 	
3.2.3  

	
Any provisions on ceasing to be an employee will continue to apply but by reference to cessation of employment with the Purchaser or a member of its Group, rather than RBSG.







 



	 	
3.2.4  

	
The provisions on Competitive and Detrimental Activity under the RBS 2010 Deferral Plan will apply to any activity which is competitive with or detrimental to either party and any decision in relation to activity competitive or detrimental to a party will be made by that party and, once notified, binding on the other provided that these provisions will not apply to activities undertaken by the Relevant Employees in the course of their normal duties with the Purchaser.







 



	 	
3.2.5  

	
References to a competitor in the rules or any restrictive covenant will be treated as references to any competitor of RBS or the Purchaser (or any member of their Groups) but RBS shall be regarded as a competitor of the Purchaser.







 



	 	
3.2.6  

	
The provisions on review and reduction of Vesting of Deferred Awards in the Deferral Plans will continue to apply but either party may initiate and make decisions under such a review only in light of:







 



	 	
(i)  

	
performance of that party or any member of its Group or any of its business areas or teams; and







 




  





18











  




 





	 	
(ii)  

	
the conduct, capability or performance of the Participant while an employee of a member of the party’s Group.







 



	 	
(iii)  

	
The party initiating a review will notify the other of the outcome and the other will, where relevant, give effect to it.







 



	 	
3.2.7  

	
The amendment powers in the rules may be exercised, in relation to any Transferring Awards, by the Purchaser but, if the amendment would adversely affect the holder of the Transferring Award or any member of the RBSG Group, the amendment may only be made with the consent of RBS, such consent not to be unreasonably withheld. For these purposes, anything which reduces the scope of the provisions on review or reduction of Vesting or Deferred Awards or the provisions on Competitive or Detrimental Activity or the terms of any restrictive covenant as they relate to the RBSG Group will be treated as adversely affecting a member of the RBSG Group.







 



	 	
3.2.8  

	
Except as set out above, references to RBSG in the terms of the Transferring Awards will be treated as references to the Purchaser.







 



	 	
3.2.9  

	
The terms of the Award (e.g. as to the date of Vesting) shall otherwise remain the same.







 



	
3.3  

	
The Purchaser will satisfy all Transferring Awards as and when they fall due.







 



	
3.4  

	
To the extent that a Transferring Award lapses, the Purchaser will pay to RBS, by way of an adjustment to the Purchase Price, the amount determined under paragraph 3.1 in respect of the Transferring Award.







 



	
3.5  

	
The Purchaser will indemnify RBS and all members of its Group, on an after-Tax Basis, against any liability they may incur as a result of any claim by a participant or former participant in any of the Deferral Plans related to the changes to the terms of his participation contemplated by this paragraph 3.5. Any payments pursuant to such indemnity will be made by way of an adjustment to the Purchase Price, and such indemnity will cover the reasonable costs of defending any such claim and conduct of such claims shall be on such basis as the parties shall agree.







 



	
3.6  

	
Where a member of the RBS Group has made a loan to a Participant in connection with a Transferring Award and that loan is outstanding at Closing and RBS has notified the Purchaser in writing of the existence and terms of that loan before Closing, the Purchaser will, when the loan becomes repayable, pay to or to the order of RBS an amount equal to the lesser of the amount of the advance (including any outstanding interest) and the Market Value on that date of the  shares in the relevant member of the Purchaser’s Group in respect of which the Transferring Award Vests or the amount of cash payable on Vesting.  Such amount will be treated for tax purposes as a direct repayment of the loan previously made to a Participant.







 



	
3.7  

	
Any awards made after the date of the Original Agreement but before Closing under the Deferral Plans will include terms similar to those contemplated by this paragraph and, on and after Closing, payments will be made in respect of those awards on the basis described in this paragraph 3.7 and the Purchaser will satisfy such awards as and when they fall due.







 



	
3.8  

	
The parties will work together to optimise the tax and accounting treatment of the proposals and to determine the detailed terms of the amendments and indemnities.







 




  





19











  




 





	
3.9  

	
If the proposals described above have not been implemented on Closing, the Business Sellers shall discharge all obligations to deliver securities or cash in accordance with Transferring Awards as and when such obligations fall to be discharged in accordance with the rules of those plans (including any obligations which fall to be discharged after the Closing Date).







 



	
4  

	
Employee Loans







 


In the event that any Relevant Employee has a loan or other banking facility or arrangement which is a Product and which is on a Transferring Sort Code, that Product will be transferred to the Purchaser in accordance with the terms of this Agreement. Any other loans, facilities and arrangements made available to a Relevant Employee by a Business Seller or any relevant employer(s) of the Relevant Employees prior to the Closing Date will be subject to the Business Sellers' normal leaver terms for such loans, facilities and arrangements unless the parties to this Agreement determine otherwise before the Closing Date. The Business Sellers shall include details of any such loans on any P11Ds which it prepares in respect of the Relevant Employees for the tax year 2012/2013 save that, if the Business Sellers or relevant employer of the Relevant Employees prior to the Closing Date is not permitted by law to prepare P11D forms on behalf of the Relevant Employees after the Closing Date, it will provide such information (and at such time) as may reasonably be required by the Purchaser for the purposes of preparing the P11Ds.


 



	
5  

	
Assignment of Relevant Employees







 


The Business Sellers will use reasonable endeavours to ensure that all Relevant Employees are wholly or mainly assigned  to a Business by the Closing Date.


 



	
6  

	
Information on Employees







 



	
6.1  

	
The Business Sellers shall use reasonable endeavours to provide the Purchaser with any contracts of employment for Senior Employees which were not provided to the Purchaser prior to the date of the Original Agreement (or additional contractual documentation in relation to any contracts which were provided prior to the date of the Original Agreement), such contracts and additional documentation to be provided within two weeks of the date of the Original Agreement.







 



	
6.2  

	
Not less than four weeks from the date of the Original Agreement the Business Sellers shall provide the Purchaser with a list of employees seconded to the Businesses from any other member of the RBSG Grouping along with details of their location and job function.







 



	
6.3  

	
After the date of the Original Agreement the Purchaser may request a list of the Current Employees and such of the Further Allocated Employees who are identified at the date the list is prepared. The Business Sellers will use reasonable endeavours to provide the list within two weeks of such request provided always that the frequency of such requests is not regarded by the Business Sellers as being unreasonable.







 



	
6.4  

	
Not less than four weeks before the Closing Date the Business Sellers shall provide the Purchaser with:







 



	 	
6.4.1  

	
a list of the total number of Relevant Employees;







 



	 	
6.4.2  

	
the salary and ValueAccount funding, (or, if requested by the Purchaser, a breakdown of elections under RBSelect), period of continuous employment, location and grade of each Relevant Employee; and







 




  





20











  




 





	 	
6.4.3  

	
a schedule showing any outstanding loans made to Relevant Employees in relation to the 2009 Deferral Plan;







 


which list shall be further updated by the Business Sellers as near as practicable to the Closing Date.


 



	
7  

	
***







 



	
8  

	

***









 



	
9  

	

***









 



	
9.1  

	
***







 



	
9.2  

	

***









 



	
9.3  

	
After the date of this Agreement the parties will work together to establish the Purchaser’s staffing requirements in relation to the Wavertree Personnel and will negotiate in good faith to agree any consequent amendments to paragraph 9.2, provided always that any such amendments do not significantly increase the Business Sellers’ costs in providing Wavertree as a segregated site.







 



	
9.4  

	
Subject to paragraph 9.6 below, to the extent that the Business Sellers retain any of the *** the Business Sellers will bear the costs of retraining such employees. In addition, the Business Sellers will bear the costs of recruiting and retraining any replacements for the *** provided that the numbers of such employees or any replacement employees or workers shall not be required to exceed *** FTEs at the RBS England Closing Date. In addition to such retention and replacement of the ***, the Business Sellers will recruit such further employees, agency workers or contractors as, after normal course of business attrition, leave *** FTEs immediately prior to the RBS England Closing Date working as telephony advisors or agents at ***.  The Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) for all reasonable costs and expenses incurred by any member of the RBSG Group in recruiting the ***. Any  recruitment referred to in this paragraph will be undertaken pursuant to a recruitment strategy to be agreed between the Parties acting reasonably and in good faith that, for the ***, balances: i) the Purchaser’s desire for all *** to be recruited, employed and adequately trained well in advance of the RBS England Closing Date; and ii) the practical limitations on the Business Sellers to actually recruit, employ and train such numbers of employees, contractors and agency workers in any particular time period.







 



	
9.5  

	
The Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) in respect of the costs of training the *** to the standards and specifications reasonably required by the Purchaser.







 



	
9.6  

	
For the avoidance of doubt, any training of the Wavertree Personnel (including the Wavertree Employees and/or any replacements) in relation to the Purchaser’s systems, processes, policies and procedures will be in accordance with clause 6.12 of this Agreement and any associated provisions in paragraph 7, Part B of Schedule 23







 



	
9.7  

	
Notwithstanding the provisions of clause 5.1.2(xvii) of this Agreement, if the Purchaser (or any member of the Purchaser’s Group) requests or directs that the employment or







 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





21











  






 



engagement of a *** is terminated (whether before or after the RBS England Closing Date), the Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) in respect of any Losses or Liabilities incurred by the Business Sellers in connection with such termination provided it is carried out in all material respects in accordance with RBSG Group’s standard procedures and practices at the relevant time.


 





	
9.8  

	
The Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) for all reasonable costs and expenses incurred by the Business Sellers in employing or engaging the *** from *** until the RBS England Closing Date. Such costs and expenses will include but not limited to all remuneration and benefits (including pensions benefits) and related social security contributions, fees paid to contractors (whether directly or indirectly and including any VAT thereon), agency fees and all other costs and expenses which are reasonably incidental to the employment or engagement of such *** but, subject to the procedural requirements of paragraph 9.7 above, will exclude any Losses or Liabilities incurred by the Business Sellers in connection with the employment or termination of employment of any ***as a result of any claims made against any member of the RBSG Group in connection with the fault of any such company..







 



	
9.9  

	
Clause 5.1.2 (xvi) will not apply to the Wavertree Personnel to the extent that it is inconsistent with the provisions of this paragraph 9.







 



	
9.10  

	
The Wavertree Personnel who are RBSG Group employees will (for the avoidance of doubt) be Relevant Employees for the purposes of this Agreement







 



	
9.11  

	
The contracts pursuant to which any Wavertree Personnel who are not Relevant Employees are engaged by any member of the RBSG Group shall be Contracts for the purposes of this Agreement.







 



	
10  

	
Definitions







 


In this Schedule 6:


 


“Transfer Provisions” means TUPE, together with the “Acquired Rights Directive”, Directive 2001/23/EC, as amended or replaced from time to time;


 


“TUPE” means the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended or replaced from time to time;


 


***


 


***


 


“Wavertree Personnel” means the employees of RBSG Group who are, immediately prior to the RBS England Closing Date, allocated to work at Wavertree and the contract or agency workers engaged by or on behalf of RBSG Group to work at Wavertree prior to the RBS England Closing Date being workers  who are employed or engaged in telephony advisor, agent and care roles along with associated supervision and management roles;“2009 Deferral Plan” means the RBSG Group Deferral Plan 2009 pursuant to which certain of the Relevant Employees were made bonus awards in respect of the year ending 31 December 2008; and


 


 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 






  





22











  




 


 




“2010 Deferral Plan” means the RBSG Group Deferral Plan 2010 pursuant to which certain of the Relevant Employees were made bonus awards in respect of the year ending 31 December 2009.


 




  





23











  




 




Schedule 7


Pensions


 



	
1  

	
The Business Sellers shall procure that the Relevant Employees shall cease to accrue benefits under the Group Retirement Benefit Arrangements on and from the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses) and the Business Sellers shall continue to be responsible to fund benefits accrued or contributions that become due prior to the Relevant Closing Date.







 



	
2  

	
The Purchaser shall procure that each Relevant Employee shall be provided with pension benefits (including death benefits) in respect of service on and from the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses) on a basis that complies with the requirements of the Pensions Act 2004 or any other applicable local law or regulation.







 



	
3  

	
Indemnity







 



	
3.1  

	
In this paragraph:







 


“Transferred Rights” mean any provision of the Group Retirement Benefit Arrangements which does not relate to old age, survivors or invalidity and which transfers to the Purchaser’s Group at the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) or the RBS England Closing Date (in respect of the RBS England Businesses) as the case may be, pursuant to the requirements of the Acquired Rights Directive (77/187/EEC) and/or the Transfer of Undertaking (Protection of Employment) Regulations 2006.


 



	
3.2  

	
Subject to clause 11.11 (Mitigation of Losses) of this Agreement and paragraph 3.3 and 3.4 below, the Business Sellers shall indemnify the Purchaser’s Group for 50% of the Losses and Liabilities the Purchaser’s Group may incur or sustain arising out of or in connection with any claim or potential claim of a Relevant Employee in respect of Transferred Rights under the Group Retirement Benefit Arrangements.







 



	
3.3  

	
The indemnity in paragraph 3.2 shall apply where:







 



	 	
3.3.1  

	
any member of the Purchaser’s Group the Business Sellers of any claim or potential claim of a Relevant Employee in respect of Transferred Rights under the Group Retirement Benefit Arrangements within 10 years of the NatWest Closing Date (in respect of the NatWest Businesses), within 10 years of the RBS Wales Closing Date (in respect of the RBS Wales Businesses) or within 10 years of the RBS England Closing Date (in respect of the RBS England Businesses); and







 



	 	
3.3.2  

	
the Losses and Liabilities (i) arise by reason of a decision of a court or employment Tribunal of England and Wales in respect of a particular Relevant Employee(ii) would arise in the reasonable opinion of a senior counsel specialising in pensions law (jointly instructed by the Purchaser's Group and the Business Sellers) if such claim were to be decided by a court or employment tribunal of England and Wales, or (iii) arise otherwise as agreed between the Purchaser’s Group and the Business Sellers.







 




  





24











  




 




Schedule 8


Part A


Transitional Services


 


Capitalised terms used in this Schedule 8 which are not defined in the Agreement shall have the meanings given in the Transitional Services Agreement.


 



	
1  

	
The Business Sellers and the Purchaser agree that the Transitional Services Agreement shall be entered into at NatWest Closing in the Agreed Terms.







 



	
2  

	
The parties shall complete the schedules to the Transitional Services Agreement prior to NatWest Closing, which shall include undertaking the following steps:







 



	
2.1  

	
identifying services (whether such services are an addition to, or a refinement of, the services listed in the Agreed Terms of the Transitional Services Agreement), with a reasonably detailed description of such services, that were provided to the Businesses by the RBSG Group, or by a third party (either directly or indirectly via a contract with a member of the RBSG Group) at any time during the 12 month period prior to Closing and which are reasonably required by the Business after Closing, and which shall be provided under the Transitional Services Agreement. To the extent such services are not referred to in Annex 1 to Part B of this Schedule 8, the introduction of such services shall be subject to the principles set out in Part B of this Schedule 8;







 



	
2.2  

	
documenting the standard, scope and manner in which the Transitional Services shall be provided in accordance with any principles for provision of Transitional Services under the Transitional Services Agreement and Part B of this Schedule 8;







 



	
2.3  

	
agreeing, in conjunction with developing the Separation Plan, the period of which each Transitional Service will be provided, provided that the parties agree that the Service Term for a Transitional Service shall not exceed 15 months in each case from the RBS England Closing;







 



	
2.4  

	
agreeing the charges for providing each Transitional Service in accordance with the principles set out in Part B of this Schedule 8; and







 



	
2.5  

	
documenting the details of the dependencies of the Provider in order to provide the Transitional Services in accordance with the Transitional Services Agreement.







 



	
3  

	
The parties agree that the provisions of clauses 3.1 and 3.2 (Third Party Consents) of the Transitional Services Agreement shall take effect from the date of the Original Agreement.







 



	
4  

	
At the NatWest Closing, the parties shall enter into a data processing agreement to address the processing of Purchaser data (including Mid-Corporate and Complex SME Customer data) by the Business Sellers during the term of the TSA.







 



	
5  

	
The parties agree that during the term of, and pursuant to the terms of, the Transitional Services Agreement, the Business Sellers shall provide to the Purchaser output from the Business Sellers’ "probability of default" Mid Market Model (including updated output whenever such model is revised for new credit information in accordance with the terms of the Transitional Services Agreement) in respect of the Complex SME and Mid-Corporate Customers  (but shall not provide direct use of or access to the model itself).  Such output will be provided to the Purchaser on a non-reliance basis such that (save where the loss arises as a result of any fraud or wilful misconduct of a Business Seller or any of its







 




  





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employees) the Purchaser shall have no recourse to the Business Sellers in connection with the Purchaser’s use of such information.











  





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Schedule 8


Part B


Non-TSA Principles / Additional TSA Principles


 


Any term used in this Part B of Schedule 8 but not defined in Clause 1.1 of this Agreement shall have the meaning given to it in the Agreed Terms TSA.


 



	
1  

	
Non-TSA Services - principles and charges







 



	
1.1  

	
Any services relating to the products set out in Annex 2 to this Part B of Schedule 8 (“Excluded TSA Products”) will not form part of the TSA Services.  Those services  will fall into two groups:







 



	 	
1.1.1  

	
services to be provided by the Purchaser in-house; and







 



	 	
1.1.2  

	
services to be provided by RBS under a separate commercial agreement with the Purchaser (“Non-TSA Services”) which follows the principles set out below.







 


Annex 2 clearly identifies the services which fall into category (a) and (b) above, respectively.


 



	
1.2  

	
Service principles for Non-TSA Services:







 



	 	
1.2.1  

	
The Customer service experience shall remain consistent with the Customer experience immediately prior to a Relevant Closing;







 



	 	
1.2.2  

	
The information provided to Customers and the channels used by Customers today shall remain unchanged unless agreed to by the relevant Customer;







 



	 	
1.2.3  

	
There shall be a service level based upon existing standards of service for each of the commercial agreements which will formalise and demonstrate that today’s service standards are maintained and this will be managed and controlled as part of the agreed governance model. The service level should be benchmarked and matched with the market periodically where feasible and if currently benchmarked by the Business Sellers;







 



	 	
1.2.4  

	
The Purchaser will provide indemnity protection to RBS in relation to (i) settlement risk and (b) breach of law or regulation (including AML and KYC regulations), committed by the Purchaser in connection with the provision of Non-TSA Services1. RBS will provide indemnity protection to the Purchaser in relation to  breach of law or regulation (including AML regulations) committed by RBS in connection with the provision of Non-TSA Services;







 



	 	
1.2.5  

	
***







 



	 	
1.2.6  

	
***







 



	
1.3  

	
An agreement for the Non-TSA Services will be signed at the same time as the TSA.







 



	
2  

	
Scope of TSA Services







 


 



1 The issues referenced are illustrative only. RBS and the Purchaser will need to discuss appropriate contractual protection in greater detail at the time  of documentation of the commercial agreements.

 



***















*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

 








  





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2.1  

	
TSA Service Scope







 


The TSA Services will consist of:


 



	 	
(a) 

	
all Services identified in Annex 1 to this Part B of Schedule 8; and







 





	 	
(b)

	
subject to paragraph 3.2 of this Part B of Schedule 8, any other services which, as at the date of this Agreement or between the date of this Agreement and a relevant Closing, were provided by RBS to all or some of the Businesses in respect of Wave 2 Customers and which are requested by Purchaser to be included in the TSA; and











 




	 	
(c)

	
subject to paragraph 3.2 of this Part B of Schedule 8, any services added following the Commencement Date in accordance with the provisions of Schedule 2 of the Agreed Terms TSA,









 


but excluding the services for Excluded TSA Products referred to in paragraph 1.1 above.


 



	
2.2  

	
General TSA principles







 



	 	
2.2.1  

	
Customers will have the services and business continuity without disruption in their activity.







 



	 	
2.2.2  

	
Services and Products for the Customers have been identified (refer to paragraph 2.1 above for scope of TSA Services).







 



	 	
2.2.3  

	
Products and services changes due to Customer transfers or any other business reason are assumed will be managed through harmonization.







 



	 	
2.2.4  

	
If any existing service not currently in scope is requested by a Rainbow customer, between now and completion of the TSA, both parties will review and consider a pragmatic and reasonable solution (manual, agency, etc.) to the specific request.







 



	 	
2.2.5  

	
The TSA will include a framework that covers all Services and Products (refer to paragraph 2.1 above for scope of TSA Services) to be managed with full detail down to the process level.







 



	 	
2.2.6  

	
The following points will be considered:







 



	 	
(i)  

	
Description of the scope of each one of the services (refer to paragraph 2.1 above for scope of TSA Services):







 



	 	
(a)  

	
the communication channels between the Purchaser and RBS for the provision of each one of these services;







 



	 	
(b)  

	
the service categories; and







 



	 	
(c)  

	
the service offering schedule.







 



	 	
(ii)  

	
Products to service Corporate & Commercial Customers; and







 



	 	
(iii)  

	
requirements for the different functional domains for the Purchaser under the TSA.







 



	
3  

	
TSA Pricing







 



	
3.1  

	
TSA Set-up Costs







 




  





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The Purchaser will pay a fee of *** for services required to set up the TSA Services listed in Annex 1 to this Part B of Schedule 8. Additional set up costs will be incurred for:


 



	 	
3.1.1  

	
any TSA Services added to the TSA between the date of this Agreement and a Relevant Closing, save where such services were being provided to the Business at any time in the 12 months prior to the Relevant Closing; and







 



	 	
3.1.2  

	
any other TSA Services added to the TSA after a Relevant Closing pursuant to clause 2.1.2 of the Agreed Terms TSA, save where such services  were being provided to the Business in the 12 months prior to the Relevant Closing.







 


Any such subsequent set up costs shall be for the account of the Purchaser.


 


The set up costs (other than any costs associated with the addition of services pursuant to clause 2.1.2 of the Agreed Terms TSA) are payable on NatWest Closing upon receipt by the Purchaser of a valid and itemised invoice in respect thereof. For the avoidance of doubt, no additional set up costs will be payable by the Purchaser in the event that TSA Services are added to the TSA following the date of this Agreement which were being provided to the Business at any time in the 12 month period prior to the Relevant Closing.


 



	
3.2  

	
TSA Running Cost







 


The fees for all TSA Services shall be payable quarterly in arrears, will reflect the actual cost to RBSG Group of providing the TSA Services and be reduced pro rata as and when Customers migrate to the Purchaser. The fees do not include the direct cost of the Transferring Relevant Employees (see point 7 below).***


 


RBS is able to *** the annualised price for TSA running costs at *** based on the following assumptions: (i) relevant historical volumes; and (ii) the scope of Services identified in Annex 1 to this Part B of Schedule 8. For the avoidance of doubt, notwithstanding the fact that the ***, Purchaser will only be charged for the TSA Services it requires.  If the volume of TSA Services that the Purchaser requires reduces, and this results in a reduction in the actual costs to RBS of providing those services, then that reduction will be passed on to the Purchaser on a pro-rata basis.


 


However, if (i) Service volumes under the TSA increase by more than 10% above the assumptions used to calculate such ***, or (ii) the Purchaser requests additional services not identified in Annex 1 to this Part B of Schedule 8 (save where such services were being provided to the Business at any time in the 12 months prior to the Relevant Closing), then RBS will have the ability to charge the Purchaser for the extra Services at cost.


 


Notwithstanding the above, and unless the Joint Implementation Committee determines that RBS has not acted in good faith, the TSA running costs shall be increased in accordance with the provisions of clause 4.1.4 - 4.1.6 of the Agreed Terms TSA, as applicable.


 


The fees are estimated based on the actual TSA design for the TSA Services outlined in paragraph 2.1 and on the principles contained in this Part B of Schedule 8. Any change that materially impacts the charges is to be agreed by the parties (refer to paragraph 5.2 below).


 


 



***











*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





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4  

	
Service Levels







 


The following principles shall apply in addition/clarification to those set out in clause 2.2.1 and footnote 3 of the TSA in the Agreed Terms:


 



	 	
4.1.1  

	
Where a service level exists in documentary form, it will continue across the TSA period.







 



	 	
4.1.2  

	
The level of Customer service will be maintained across the TSA period at a level comparable to the pre-TSA customer service level







 



	 	
4.1.3  

	
If no service level exists for any of the critical services set out in Annex 1, a KPI will be identified and agreed and measured between the date of this Agreement and the Relevant Closing to determine a suitable target.







 



	 	
4.1.4  

	
For non critical services, where appropriate, the parties will work on the basis of identifying KPI as service metrics.







 



	 	
4.1.5  

	
Two possible ways of measuring Service metrics for KPIs over the period from identification of the relevant KPI to the Relevant Closing are as follows:







 



	 	
(i)  

	
Current performance of current Rainbow portfolio previous to carveout of Service Centres;







 



	 	
(ii)  

	
Current performance or the whole RBS portfolio, in comparable terms, regardless the carveout period.







 



	
5  

	
TSA Service Management







 



	
5.1  

	
TSA Forum







 


There will be a TSA Forum that will comprise senior business and operations executives from RBS and the Purchaser. Its mandate will be to manage and control the execution of the TSA Services and ensure that they are provided in accordance with the TSA, agreed services levels and KPIs, with capability in the areas set out below only:


 



	 	
5.1.1  

	
Organisational and governance structure to support the review of the TSA progress and performance (escalation processes, periodic performance dashboards, review meetings etc.);







 



	 	
5.1.2  

	
Billing processes and conditions;







 



	 	
5.1.3  

	
Data access and security controls to the extent necessary for the provision of TSA Services, and subject to applicable law and regulation;







 



	 	
5.1.4  

	
Incident and escalation management;







 



	 	
5.1.5  

	
Service Continuity Plan;







 



	 	
5.1.6  

	
Service Stability; and







 



	 	
5.1.7  

	
Change Management.







 



	
5.2  

	
Change Control







 


The TSA Forum will be responsible for managing and controlling the execution of the TSA Services and will ensure that they are provided in accordance with the TSA and the agreed services levels.  In relation to the Change in Circumstances procedure set out in clause 10 and Schedule 2 of the Agreed Terms TSA, the TSA Forum (acting strictly in accordance


 




  





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with the provisions of Schedule 2 of the Agreed Terms TSA) shall be the relevant forum for the discussion and progression of any Change.  For the avoidance of doubt, neither the TSA Forum nor the Joint Implementation Committee shall have any ability to agree any contractual changes to the TSA or this Agreement, other than in respect of the Services in accordance with the provisions of Schedule 2 of the Agreed Terms TSA.


 



	
5.3  

	
Reporting







 


The TSA Forum will report to the Joint Implementation Committee under this Agreement.  The Relationship Managers of both parties will report to the TSA Forum which will meet weekly.


 



	
6  

	
Control Framework for TSA Services







 


The Joint Implementation Committee shall apply a control framework in relation to the provision of Services under the TSA based on the following guiding principles:


 



	 	
6.1.1  

	
the control framework provides assurance to the Purchaser of the execution of TSA Services to the quality required in order for it to satisfy its legal, financial and regulatory obligations, as well as ensuring the current level of customer service is maintained. It is assumed that RBS already executes these services to their quality standards and meets its external obligations. Therefore the framework should use, wherever possible, the “as-is” controls within RBS. However, further controls may be required for the TSA where appropriate, in order for the Purchaser to meet any obligations which materially differ from obligations to which RBS is subject and which are specified in detail in Annex 3 (the “Agreed Requirements”). Where these obligations are not set out in the Agreed Requirements, and this requires an amendment to the TSA or the TSA Services, this will be effectedin accordance with the Change in Circumstances procedure set out in Schedule 2 of the Agreed Terms TSA;







 



	 	
6.1.2  

	
RBS will assist the Purchaser in the development of the framework by initially identifying the “as-is” controls which it believes will provide the necessary level of assurance;







 



	 	
6.1.3  

	
the framework will then be agreed and baselined into a control database;







 



	 	
6.1.4  

	
the framework will focus on key areas of the TSAs that present risk to the business or that involve regular, critical operational activity;







 



	 	
6.1.5  

	
RBS will be responsible for ensuring compliance with the controls and producing the agreed evidence as specified in detail in the Agreed Requirements;







 



	 	
6.1.6  

	
the Purchaser will regularly monitor the evidence and controls as part of the agreed governance arrangements;







 



	 	
6.1.7  

	
in certain cases, it may be preferable for a mutually-agreed, independent assurance to be conducted to evidence that controls are in place rather than for regular reporting to occur;







 



	 	
6.1.8  

	
the delivery of operational and accounting MI specified in the Agreed Requirements is required in order to ensure that Santander UK remains in control of the Business and is able to manage the outsourced activity under the TSA;







 



	 	
6.1.9  

	
the Control Framework will include the provision of control metrics to ensure the operational and regulatory integrity of the Business and TSA; and







 




  





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6.1.10  

	
the main objectives for the Control Framework are the following:







 



	 	
(i)  

	
Regulatory requirements are met;







 



	 	
(ii)  

	
Management of the business – End to end;







 



	 	
(iii)  

	
Customer service is maintained; and







 



	 	
(iv)  

	
Operational and accounting data: level and frequency of data as requested.







 



	
7  

	
Transferring Relevant Employees







 


In addition to the TSA set up and running costs, the Purchaser will pay the costs of the Transferring Relevant Employees (as defined in the Agreed Form TSA) with effect from start of the TSA.  To this effect, Transferring Relevant Employees should transfer to the Purchaser on the start of the TSA.  ***


 



	
8  

	
Licence to Occupy







 


Licence to Occupy for RBS at 5-10 Great Tower Street, London/42 High Street, Sheffield will become a schedule to the TSA, to the extent required.


 



	
9  

	
General







 


In the event that the Agreed Terms TSA does not fully reflect any principle contained in this Part B of Schedule 8, the parties shall agree such minimum amendments to the Agreed Terms TSA between the signing of this Agreement and the NatWest Effective Date as are necessary to reflect such principles.


 







 






 *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





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Schedule 8


Part B


Annex 1


***


 




 


 


 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





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Schedule 8


Part B


Annex 2


***


 




 











*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





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Schedule 8


Part B


Annex 3


***


 







 




 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





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Schedule 9


***


 







 




 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





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Schedule 10


VAT and Other Tax Matters


 


 



	
1  

	
VAT - General







 



	
1.1  

	
The parties intend that the Businesses shall be sold as a going concern for VAT purposes and accordingly:







 



	 	
1.1.1  

	
the Business Sellers and the Purchaser shall (where and when required to do so) give notice of such sale to HM Revenue & Customs pursuant to VATA 1994 or paragraph 6 of the Value Added Tax Regulations 1995 or as otherwise required by law; and







 



	 	
1.1.2  

	
the Business Sellers shall retain all records relating to the Businesses referred to in paragraph 6 of Schedule 11 of VATA 1994 and the Business Sellers undertake to preserve those records in such a manner and for such periods as may be required by law and to give to the Purchaser as from the Relevant Closing reasonable access during normal business hours to such records (and shall permit the Purchaser to take copies thereof at the cost of the Purchaser).







 



	
2  

	
VAT - Going Concern







 



	
2.1  

	
The Business Sellers and the Purchaser intend and shall use all reasonable endeavours to secure that the sale of the Businesses shall be treated under Article 5 of the Order as neither a supply of goods nor a supply of services. The parties acknowledge that advance clearance has been obtained from HM Revenue & Customs indicating that the sale will be so treated on the basis of the draft documentation provided to HM Revenue & Customs. The Business Sellers shall use best endeavours to obtain as soon as reasonably practicable after the date of the Original Agreement and, in any event, prior to the NatWest Closing a confirmation from HM Revenue & Customs that such clearance remains valid on the basis of the executed version of the Original Agreement (“HMRC Clearance”). To the extent reasonably necessary in order to obtain HMRC Clearance, the Purchaser shall co-operate and shall use best endeavours to assist the Business Sellers in obtaining such HMRC Clearance.







 



	
2.2  

	
If subsequent to the Relevant Closing HM Revenue & Customs (but subject to paragraph 4.1 below) determines in writing that VAT is payable on the sale, then to the extent that such determination is due:







 



	 	
2.2.1  

	
to the Purchaser failing to comply with its obligations under any of paragraphs 2, 3 or 4 of this Schedule 10, the Purchaser shall, in addition to any amounts expressed in this Agreement to be payable by the Purchaser, pay to the relevant Business Seller the amount of such VAT together with any penalty or interest incurred by that Business Seller for late payment thereof; or







 



	 	
2.2.2  

	
a Business Seller failing to comply with its obligations under any of paragraphs 2, 3 or 4 of this Schedule 10, the Purchase Price (or the relevant part thereof) shall be deemed to include VAT and the Purchaser shall not be liable to pay any additional amount in respect of it; or







 




  





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2.2.3  

	
neither to such failure of the Purchaser or a Business Seller, the Purchaser shall, in addition to any amounts expressed in this Agreement to be payable by the Purchaser, pay to the relevant Business Seller an additional amount which, when aggregated with any other amounts expressed in this Agreement to be payable by the Purchaser would result in the Purchaser bearing the economic cost of one-half of such VAT chargeable and one-half of any penalty or interest incurred by that Business Seller for late payment of such VAT,







 


such payments by the Purchaser to be made against evidence satisfactory to the Purchaser that the due date for payment of such VAT has fallen due or will fall due within seven days or if later against delivery by the Business Sellers to the Purchaser of the appropriate VAT invoice; and the Purchaser have no further liability to pay any amount in respect of such VAT.


 



	
2.3  

	
Nothing in this paragraph 2 shall require the Business Sellers to make any appeal to any tribunal or court against or otherwise challenge any determination of HM Revenue & Customs that the sale does not fall to be treated as the transfer of a going concern.







 



	
3  

	
VAT - Continuity of Business







 


After each Relevant Closing the Purchaser shall as required by the Order use the Business Assets in carrying on the same kind of business, whether or not as part of any existing business of the Purchaser, as that carried on by the Business Sellers and authorises the Business Sellers to make such obligation known to HM Revenue & Customs in any application seeking confirmation that Article 5 of the Order shall apply to the sale of the Businesses.


 



	
4  

	
Business Properties and VAT







 



	
4.1  

	
Where in relation to any Business Property a Business Seller has as soon as reasonably practicable after the date of the Original Agreement and, in any event, at least 20 Business Days prior to the Relevant Closing:







 



	 	
4.1.1  

	
notified the Purchaser in writing that the transfer of that Business Property under this Agreement would, but for the application of Article 5 of the Order, fall within paragraph (a) of Item 1 of Group 1 of Schedule 9 of VATA 1994; or







 



	 	
4.1.2  

	
notified the Purchaser in writing that the Business Seller or a relevant associate of the Business Seller (as defined in paragraph 3 of Schedule 10 of VATA 1994), has exercised an option to tax that Business Property under Schedule 10 of VATA 1994, which has not been revoked and has delivered to the Purchaser a certified copy of that option (where such copy is available and provided that, if such copy identifies properties other than Business Properties, any text identifying such properties may be redacted) together with evidence of notification of that option to HM Revenue & Customs and (where such is required by Schedule 10 of VATA 1994, is available and relates exclusively to the relevant Business Property) a certified copy of the written permission given by HM Revenue & Customs to exercise that option where such written permission is required by Schedule 10 of VATA 1994,







 


the Purchaser shall exercise an option to tax that Business Property under Schedule 10 of VATA 1994 with effect on or prior to the earliest date on which the Business Property


 




  





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concerned is to be transferred and shall give written notification to HM Revenue & Customs as required by paragraph 20 of Schedule 10 of VATA 1994 no later than that date and shall not seek revocation of that option prior to the transfer of the Business Property. The Purchaser shall deliver to the Business Seller certified copies of such option stamped by HM Revenue & Customs showing receipt thereof following the Purchaser’s receipt of the same. If the Purchaser fails to exercise an option to tax in accordance with the foregoing, it shall in addition to any amounts expressed in this Agreement to be payable by it in respect of the said Business Property pay to the Seller (against delivery by the Seller of an appropriate VAT invoice) an amount in respect of VAT thereon.


 



	
4.2  

	
Save as a Business Seller shall have notified otherwise to the Purchaser in writing in accordance with sub-paragraph 4.1 above, neither that Business Seller nor any relevant associate (as defined in paragraph 3 of Schedule 10 of the VATA 1994) of that Business Seller has made or will prior to the Relevant Closing make an option under Schedule 10 of VATA 1994 in relation to any Business Property to be transferred under this Agreement, and no transfer of a Business Property under this Agreement would, but for the application of Article 5 of the Order, fall within paragraph (a) of Item 1 of Group 1 of Schedule 9 of VATA 1994. Notwithstanding any provision in paragraph 2 above no sum shall be payable by the Purchaser in respect of VAT which arises on the sale of such Business Property under this Agreement by reason of the facts being otherwise than as stated in this sub-paragraph 4.2.







 



	
4.3  

	
The Purchaser hereby confirms to the Business Sellers that paragraph 2B of Article 5 of the Order does not apply to it.







 



	
5  

	
Capital Goods Scheme







 



	
5.1  

	
Where applicable, a Business Seller shall provide to the Purchaser prior to the Relevant Closing details of each material item relating to the Businesses which that Business Seller uses in the course or furtherance of its business and for the purposes of that business, otherwise than solely for the purpose of selling the item, being items to which Part XV of the Value Added Tax Regulations 1995 applies and in respect of which the period of adjustment will not have expired by the Relevant Closing (“Capital Business Assets”). In particular, the relevant Business Seller shall provide:







 



	 	
5.1.1  

	
the identity (including in the case of leasehold property, the term of years), date of acquisition and cost of such Capital Business Assets; and







 



	 	
5.1.2  

	
the proportion of the VAT input tax for which credit has been claimed (either provisionally or finally in a tax year and stating which) in respect of such Capital Business Assets.







 



	
6  

	
Capital Allowances; Long life assets







 



	
6.1  

	
The Business Sellers confirm that as at the date of the Original Agreement there are no Business Assets which constitute long life assets as defined by Section 91(1) of the Capital Allowances Act 2001 to which Part 2, Chapter 10 of that Act (Long Life Assets) applies (“Long Life Assets”). In the event that any Business Assets which constitute Long Life Assets are acquired by a Business Seller between the date of the Original Agreement and the Relevant Closing, such Business Seller shall provide to the Purchaser prior to that Relevant Closing details thereof.







 




  





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7  

	
Insurance premium tax







 


Where applicable, a Business Seller shall provide to the Purchaser prior to the Relevant Closing details of any Contracts in respect of which premiums are received which are liable to tax at the higher rate within the meaning of section 51A and Schedule 6A to the Finance Act 1994.


 



	
8  

	
VAT: Supplies to groups







 



	
8.1  

	
Where applicable, a Business Seller shall, at the request of the Purchaser, use best endeavours to provide to the Purchaser prior to the Relevant Closing, or as soon as reasonably practicable thereafter, details of any Business Assets (other than Goodwill and those the supply of which is exempt from VAT) that have been acquired by such Business Seller less than three years prior to the Relevant Closing.







 



	
9  

	
SDLT







 



	
9.1  

	
In respect of each Business Asset which constitutes or includes a lease (as defined in paragraph 1 of Schedule 17A to the Finance Act 2003), a Business Seller shall provide to the Purchaser prior to the Relevant Closing details of any:







 



	 	
9.1.1  

	
grant of a lease which was exempt from charge by virtue of any of the provisions set out in paragraph 11(3) of Schedule 17A to the Finance Act 2003 and which was treated as vested in the grantor; and







 



	 	
9.1.2  

	
lease in respect of which rent or other consideration payable was, is or has ceased to be contingent, uncertain or unascertained.







 



	
10  

	
Tax returns, disputes, records and claims







 



	
10.1  

	
Where applicable, a Business Seller shall use reasonable endeavours to provide to the Purchaser prior to the Relevant Closing or as reasonably practicable thereafter details of any matters arising between the date of this Agreement and the Relevant Closing which would if they had occurred prior to the date of this Agreement have constituted a breach of any Seller Warranty in paragraph 15 of Schedule 14 (Tax returns, disputes, records and claims etc.).







 




  





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Schedule 11


Closing Obligations


 



	
1  

	
General Obligations







 



	
1.1  

	
The Business Sellers’ Obligations







 



	 	
1.1.1  

	
On the NatWest Closing, the Business Sellers shall deliver to the Purchaser the following:







 



	 	
(i)  

	
evidence of the due fulfilment of the relevant conditions set out in Clause 4.1.1 of this Agreement for which the Business Sellers are responsible;







 



	 	
(ii)  

	
all relevant Transaction Documents in the Agreed Terms duly executed by each relevant Business Seller and/or other member of the RBSG Group; and







 



	 	
(iii)  

	
evidence that the Business Sellers are authorised to execute each of the Transaction Documents to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).







 



	 	
1.1.2  

	
On the RBS Wales Closing, the Business Sellers shall deliver to the Purchaser the following:







 



	 	
(i)  

	
all relevant Transaction Documents (if any) duly executed by each relevant Business Seller and/or other member of the RBSG Group; and







 



	 	
(ii)  

	
evidence that the Business Sellers are authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).







 



	 	
1.1.3  

	
On the RBS England Closing, the Business Sellers shall deliver to the Purchaser the following:







 



	 	
(i)  

	
all relevant Transaction Documents (if any) duly executed by each relevant Business Seller and/or other member of the RBSG Group;







 



	 	
(ii)  

	
evidence that the Business Sellers are authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule); and







 



	 	
(iii)  

	
copies of all the documents relating to the Businesses contained in the Physical Data Room.







 



	 	
1.1.4  

	
On the Relevant Closing, the Business Sellers shall use their reasonable endeavours, in relation to their respective Businesses, to deliver or make available to the Purchaser the relevant Customer Records in the possession or custody of, or under the control of, the relevant Business Seller including the following Customer Records which subject to the foregoing shall be provided or made available in the following manner, subject to any alternative arrangements as may be agreed by parties in writing following discussion by the Joint Implementation Committee:







 




  





41











  




 





	 	
(i)  

	
by way of electronic data transfer, relevant Customer transaction history information for such period to each Closing as the Parties agree, acting reasonably;







 



	 	
(ii)  

	
by way of data extraction, relevant Customer correspondence, product applications and other paper records, including know your customer paperwork, to the extent held in an image library.







 



	 	
1.1.5  

	
On the Relevant Closing, the Business Sellers shall, in relation to their respective Businesses, deliver or make available to the Purchaser the relevant Books and Records (other than the Customer Records) held in electronic format in the possession or custody of, or under the control of, the relevant Business Seller  including Books and Records relating to the Transferring Employees, accounting and financial affairs of the Businesses and Business processes which shall be provided or made available by way of electronic data transfer or data extraction, subject to any alternative arrangements as may be agreed by the parties in writing following discussion by the Joint Implementation Committee.







 



	 	
1.1.6  

	
On the Relevant Closing, the Business Sellers shall, in relation to their respective Businesses, deliver or make available to the Purchaser the relevant Books and Records (other than Books and Records in electronic format) in the possession or custody of, or under the control of, the relevant Business Seller including the following Books and Records which shall be provided or made available in the following manner, subject to any alternative arrangements as may be agreed by parties in writing following discussion by the Joint Implementation Committee







 



	 	
(i)  

	
to the extent held in hard copy, the Client Agreements and Loan Guarantees/Security (other than Loan Guarantees/Security relating to Shared Collateral) in a secure manner, labelled, indexed and, where appropriate, detailing customer names and customer identification numbers; and







 



	 	
(ii)  

	
to the extent not delivered in accordance with paragraph 1.1.3(iii) above, any other paper records held in secure storage (the “Storage Items”) (including such paper records held with reputable third party suppliers, at the Business Sellers’ discretion) in accordance with the Business Sellers’ standard document retention policies shall be retained by the Business Sellers in secure storage,







 


provided that (in the case of paragraphs 1.1.4 to 1.1.6 (inclusive))  the Business Sellers shall be entitled to retain until the Mid-Corporate and Complex SME Data Migration has taken place any Books and Records that they require in order to provide the relevant services under the TSA.


 


For the avoidance of doubt, the Business Sellers shall not be obliged to provide original or paper copies of any Books and Records that have already been delivered or made available to the Purchaser in electronic form and shall not be obliged to provide any information in respect of customers who are not Customers at the Relevant Closing.


 



	
1.2  

	
The Purchaser’s Obligations







 



	 	
1.2.1  

	
On the NatWest Closing, the Purchaser shall deliver to the Business Sellers:







 




  





42











  




 





	 	
(i)  

	
evidence of the due fulfilment of the conditions set out in Clause 4.1.1 of this Agreement for which the Purchaser is responsible;







 



	 	
(ii)  

	
all relevant Transaction Documents in the Agreed Terms duly executed by the Purchaser or other member of the Purchaser’s Group; and







 



	 	
(iii)  

	
evidence that the Purchaser is authorised to execute each of the Transaction Documents to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).







 



	 	
1.2.2  

	
On the RBS Wales Closing, the Purchaser shall deliver to the Business Sellers:







 



	 	
(i)  

	
all relevant Transaction Documents (if any) duly executed by the Purchaser or other member of the Purchaser’s Group; and







 



	 	
(ii)  

	
evidence that the Purchaser is authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).







 



	 	
1.2.3  

	
On the RBS England Closing, the Purchaser shall deliver to the Business Sellers:







 



	 	
(i)  

	
all relevant Transaction Documents (if any) duly executed by the Purchaser or other member of the Purchaser’s Group; and







 



	 	
(ii)  

	
evidence that the Purchaser is authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).







 



	
2  

	
Further Obligations in Addition to Transfer







 



	
2.1  

	
General Obligations







 


At each Closing, the Business Sellers shall, in relation to their respective Businesses, deliver or make available to the Purchaser, at such address as shall be notified to the Business Sellers by the Purchaser five Business Days prior to the Relevant Closing, the following:


 



	 	
2.1.1  

	
any releases which the parties have obtained under Clause 9.3 of this Agreement;







 



	 	
2.1.2  

	
all the relevant Business Assets which are capable of transfer by delivery with the intent that legal and beneficial title to such Business Assets shall pass by and upon delivery;







 



	 	
2.1.3  

	
all title deeds relating to the relevant Business Properties which are in the Business Sellers’ possession as more particularly described in the Properties Exhibit attached to Schedule 3;







 



	 	
2.1.4  

	
subject to Schedule 5 and the Scheme, duly executed agreements in the Agreed Terms for the assignment, novation or transfer of the benefit of the Contracts and the Loan Guarantees/Security; and







 



	 	
2.1.5  

	
duly executed Transitional Trade Mark Licence(s)) and the duly executed Trade Mark Assignment in the form of Parts 2 and 4 of Schedule 4.







 




  





43











  






 


Schedule 12


 


***


 







 




  









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





44











  






 


Schedule 13


 


***


 







 


 


 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.











  





45











  




 




Schedule 14


 


***


 







 







 

















*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





46











  








 


Schedule 15


 


***


 







 







 


 






*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.





 




  





47











  










Schedule 16


 


***


 







 







 




 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

 




  





48











  




 






Schedule 17


 


***


 







 




 










*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





49











  




 






Schedule 18


 


***


 







 







 







 






*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





50











  






 


Schedule 19


 


***


 







 







 






*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





51











  




 




Schedule 20


 


***


 







 







 







 






*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





52











  






 


Schedule 21


 


***


 







 







 




 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





53











  




 




Schedule 22


 


***


 







 







 






*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





54











  




 




Schedule 23


Part A


Joint Implementation Committee Governance


 









  





55











  








 



	



--------------------------------------------------------------------------------
RBS                                                                  Santander
--------------------------------------------------------------------------------

Schedule 23, Part A

JIC Governance

Version 3

                                                   Restricted and Confidential 1



	


	 







 




 





 











 







 



	



Document Control
================================================================================

-------------------------------------------------------------------------------------------------------------
Version &          Modified by  Comments
-------------------------------------------------------------------------------------------------------------
                                First governance proposal presented to JIC. W1 organisation included only and
v1.8    21/03/2011 Santander    proposal on Meetings and Committees
v1.9    28/03/2011 Joint        Inclusion of W2 organisation
v1.10   04/04/2011 Joint        Updated W2 organisation. This is the version reviewed and signed-off at JIC.
v2.1    06/07/2011 RBS -- Legal
v2.2    11/07/2011 SAN -- Legal
v3      13/07/2011

                                                   Restricted and Confidential 2



	


	 







 




 





 











 







 



	



Introduction
================================================================================

The parties have agreed that there is a need to evolve the JIC management
system that has proved very effective for the planning phase to a governance
for the execution phase, so as to continue achieving the plan milestones
(transfer of the Businesses) with the expected customer impact and operational
risk.

The parties have therefore agreed to confirm:
[] Delegated authority for the JIC;
[] Implementation governance;
[] Escalation mechanism; and
[] Communication to the external stakeholders (FSA, BoE, EC, etc.),

as set out in this Part A of Schedule 23.

                                                   Restricted and Confidential 3



	


	 







 




 





 











 







 



	



JIC Governance of Separation Plan: Delegated Authority
JIC Terms of Reference for Separation Plan Governance
================================================================================

JIC will act under delegated authority to manage execution of the Separation
Plan in accordance with the terms of this Agreement, specifically:

[]   Approval of changes to the Separation Plan and reprioritization of
     activities, except for the final migration date.

[]   Assignment of resource in both organizations so the project is executed
     according to the Separation Plan.

[]   Agreement regarding the completion of key milestones and readiness to
     proceed to the next stage, based on the agreed criteria approved by JIC.

[]   Monitoring the progress of execution.

[]   Assignment of actions to address issues or problems.

[]   Authority to modify the governance of the project and replace the project
     leaders as required.

[]   Authority to engage with any third party (consulting, integration company,
     etc.) to solve quickly any technical problem or discrepancy arising in the
     course of the project. Each of these engagements will require the consent
     of the parties through the JIC and the cost will be shared between the two
     organizations. The parties acknowledge and agree that the intention is not
     to re-allocate costs relating to Separation, or to revise the regime for
     the allocation of TSA costs, which shall remain as per this Agreement and
     the TSA respectively.

[]   Representation of the Separation Plan and progress to the FSA/BoE and other
     external bodies Control mechanisms (described in subsequent pages) will
     support JIC execution of these tasks.

The Wave 2 TSA will have to develop its own governace, however while this is
not established all the issues related to the TSA will be discussed and managed
at the JIC.

                                                   Restricted and Confidential 4



	


	 







 




 





 











 







 



	



JIC Governance of Separation Plan: Delegated Authority
JIC Proposed Terms of Reference for Plan Governance
================================================================================

Each party is responsible for:

[]   Completing tasks as described in the plan to the criteria set (separately
     or jointly)

[]   Managing internal approval processes

[]   Completing internal control processes

[]   Communication/explanation of JIC decisions to relevant stakeholders

[]   Communicating to the JIC any potential internal decision (new product
     launch, change in T & C of a product, etc..) that may impact the successful
     execution of the migration of the Businesses in accordance with the terms
     set out in this Agreement.

[]   Bank specific discussions with FSA regarding the project (eg impact of
     current plan)

                                                   Restricted and Confidential 5



	


	 







 




 





 











 






 



 



	



JIC Control Mechanisms
================================================================================

                               [GRAPHIC OMITTED]

Weekly progress reporting Formal JIC agreement      'Spotlight' reviews     Periodic review of
by workstream             that criteria have been   requested by JIC of     project risk register:
                          met                       workstreams or key      -Completeness
RAG for milestones within                           deliverables            -Severity
review window             Signoff that deliverables                         -Mitigation actions.
                          complete                  Independent QA of
Dependency management                               workstream, deliverable
                          Sanction that             or critical milestone
Change process for plan   programme can proceed
dates and approaches      to next step              Formal quarterly review
                                                    around key steps

                                                   Restricted and Confidential 6



	


	 







 




 





 











 







 



	



Progress Tracking
================================================================================

JIC will track key business and key IT milestones, supported by QA review of
completion for key steps.
WRC will track "Level 1" milestones and escalate to JIC if appropriate

------------------------------------------------------------------------------------------------------------------------------------
Control Element                   Approach                                           JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Progress reporting against JIC    [] Weekly review of JIC critical milestone and     [] Provide required programme status updates to
critical milestones and             dependencies                                       respective board level stakeholders
dependencies and review of
workstream level plans            [] Weekly high level status review of each
                                    workstream including: plan progress, issues and
                                    decisions for executive attention
------------------------------------------------------------------------------------------------------------------------------------
Change process for plan dates and [] Changes to the baseline critical milestones and [] Provide change governance and control oversight
approaches                          /or approach which impact the critical path to   [] Approve any changes to the plan which impact the
                                    be taken to JIC for review and approval            critical path
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                   Restricted and Confidential 7



	


	 







 




 





 











 







 



	



Key Decision Points / Milestone Acceptance
================================================================================


------------------------------------------------------------------------------------------------------------------------------------
Control Element                 Approach                                                  JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Formal JIC agreement that       [] JIC critical milestones closing within review window   [] Approve critical milestone 'closed' status
criteria have been met and sign    (8 week) to be presented at JIC with acceptance
off that deliverables complete     criteria
                                [] Workstreams to provide supporting documentation
                                   (deliverables, etc.) on request by JIC to validate that
                                   acceptance criteria has been met
                                [] Independent review can be requested by JIC
------------------------------------------------------------------------------------------------------------------------------------
Sanction that programme can     [] Master Milestones acceptance criteria to be            [] Review Master Milestone entry and exit criteria and
proceed to next phase              presented to JIC along with any necessary                 provide formal approval for the Programme to
                                   supporting evidence prior to the programme                move to the next phase
                                   moving to the next phase
                                [] Independent review can be requested by JIC
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                   Restricted and Confidential 8




	


	 







 




 





 











 







 



	



Quality Assurance
================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Control Element                Approach                                              JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Workstream, Deliverable or     [] Ad hoc request by JIC for 'Spotlight' review on    [] Provision of active guidance, support and direction
Critical Milestone 'Spotlight'    either a specific workstream or deliverable           to workstream leads
Review                         [] 'Spotlight' review to be discussed and agreed at   [] Resolve escalated risks and issues
                                  JIC and communicated to the workstream /           [] Provide executive decision and approval
                                  deliverable owner by COB Tues (to allow sufficient
                                  time for inclusion within agenda/pack)
                               [] Project leads from RBSG and the Purchaser must
                                  both be represented when work streams are
                                  requested to attend JIC
------------------------------------------------------------------------------------------------------------------------------------
Independent QA of              [] Ad hoc request by JIC to commission an             [] Review output of Independent Review
Workstream, Deliverable of        independent review of a specific workstream,
Critical Milestone                deliverable of critical milestone
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                   Restricted and Confidential 9



	


	 







 




 





 











 







 



	



Risk Management
================================================================================


------------------------------------------------------------------------------------------------------------------------------------
Element                         Approach                                        JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Periodic review of project risk []  Monthly programme and escalated workstream  [] Review the totality of risks (internal and external)
register                            level risk assessment to be reviewed at JIC    and the adequacy and effectiveness of the
                                    including:                                     mitigating controls
                                o   Completeness                                [] Ensure appropriate ownership and accountability
                                o   Severity                                       for mitigating specific risks
                                o   Mitigation actions                          [] Review and update the priority and severity given
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                  Restricted and Confidential 10



	


	 







 


 




 




  





 











  






 


Schedule 23


Part B


Certain Separation Matters


 



	
1  

	
General







 



	
1.1  

	
The parties acknowledge that in order for the Separation Plan to be implemented in accordance with the parties’ obligations under this Agreement, certain required steps and/or processes have been identified prior to the date of this Agreement.  Accordingly the parties have agreed to the matters set out in this Schedule 23.







 



	
1.2  

	
The parties further agree that the following principles in relation to the Separation of the Businesses are to be applied by the Joint Implementation Committee in planning for Separation and implementing the Separation Plan.







 



	
1.3  

	
For the avoidance of doubt, the matters set out in this Part B of Schedule 23 are not an exhaustive list and, accordingly, any further matters relating to the Separation and the Separation Plan shall be dealt with by the Joint Implementation Committee in accordance with Clause 6.2.2 of the Agreement and Part A of this Schedule 23.







 



	
2  

	
Model Office







 



	
2.1  

	
The parties agree that, prior to the Closings, the Business Sellers and the Purchaser shall collaborate to generate artificial production customer data, the transfer of which to the Purchaser may be tested by the Purchaser on one or more occasions prior to the Closings (the “Model Office Transfers”), with the aim of minimising Customer disruption and detriment on and following the Closings, all as reflected in the Separation Plan.







 



	
2.2  

	
All matters relating to the Model Office Transfers (including any required requests, enquiries and approvals from the FSA relating to the Model Office Transfers) shall be dealt with by the Business Sellers and the Purchaser in consultation with each other through the Joint Implementation Committee and the Business Sellers and the Purchaser shall co-operate with each other and provide to each other all information and assistance as may be reasonably necessary in connection with the implementation of the Model Office Transfers.







 



	
3  

	
Friends and Family Transfer







 



	
3.1  

	
In accordance with the selection and other criteria to be agreed by the Joint Implementation Committee, the parties agree that the Products related to such number of Customers as may be agreed by the JIC (expected to be approximately 200 and no more than 250 as at the date of this Agreement) shall be transferred by the relevant Business Seller to the Purchaser in one or more separate transfers and shall therefore not form part of the Scheme (each a “Friends and Family Transfer”).







 



	
3.2  

	
The Purchaser and the relevant Business Seller shall work collaboratively together and shall each use all reasonable endeavours to determine the details and timing of the Friends and Family Transfers as set out in Separation Plan and to undertake any requirements, including the obtaining of necessary customer consents, to complete such assignment and/or transfer pursuant to the Friends and Family Transfers including, without limitation, executing all relevant transfer documentation, notifying all relevant third parties of such assignment and/or transfer and circulating or publishing any necessary







 




  





56











  






 



documentation pursuant to the terms of the relevant Contracts or otherwise.    The parties agree and acknowledge that Friends and Family Customers will not include Customers with Safe Custody Items and that it is the parties’ intention that the customer assets and liabilities to be transferred to the Purchaser pursuant to the Friends and Family Transfer shall not be material in the context of the Business to which they relate.


 





	
3.3  

	
Without prejudice to paragraph 3.2, the Purchaser shall be responsible for complying with any registration requirements of the relevant authorities in respect of relevant Contracts to be transferred or assigned pursuant to the Friends and Family Transfer, save where, as a matter of Law and Regulations, such registration requirements are the responsibility of the relevant Business Seller.







 



	
3.4  

	
The parties acknowledge that where the Friends and Family Transfer includes a customer opening a new Product, this will be subject to compliance with all new client procedures of the relevant Business Seller including, without limitation, anti-money laundering regulations.







 



	
3.5  

	
All matters relating to the Friends and Family Transfer (including all requests, enquiries and approvals from the FSA relating to the Friends and Family Transfer) shall be dealt with by the Business Sellers and the Purchaser in consultation with each other through the Joint Implementation Committee and the Business Sellers and the Purchaser shall co-operate with each other and provide to each other all information and assistance as may be reasonably necessary in connection with the implementation of the Friends and Family Transfer.







 



	
3.6  

	
The parties agree that, prior to the Friends and Family Transfer, the Business Sellers and the Purchaser shall determine through the Joint Implementation Committee which party shall have responsibility for preparing, publishing and issuing communications and notifications to Customers and proposed Customers relating to the Friends and Family Transfer contemplated by this Agreement. The parties shall consult with each other as to the content of all such communications and notifications, shall provide to each other all information and assistance as may be reasonably necessary in connection therewith and shall incorporate all comments as may be reasonably made by the other. Subject to Clause 4.4.10, no communication or notification to any Customer relating to the Friends and Family Transfer contemplated by this Agreement shall be published or issued by the Business Sellers (or any of them) without the prior consent of the Purchaser or by the Purchaser without the prior consent of the Business Sellers, (in each case such consent not to be unreasonably withheld or delayed).







 



	
4  

	
***







 



	
5  

	
Additional Excluded Products







 



	
5.1  

	
The Business Sellers and the Purchaser wish to limit the impact, and therefore the number, of instances where *** impact on the timely and smooth execution of the Separation Plan.







 



	
5.2  

	
Subject to paragraph 5.3, the parties may, therefore, agree, through the Joint Implementation Committee, that certain Products should be ***.







 



	
5.3  

	
Either party may from time (after the date of this Agreement (it being acknowledged by the parties that no such proposal is expected to be made at any time after the date on which







 


 







*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








  





57











  




 





the *** are to be finalised as set out in the Separation Plan) to time submit a written proposal to the other in relation to any Product which it wishes to ***. The Joint Implementation Committee will discuss the proposal and recommend a solution for the exclusion of the relevant Product if such solution would remove an obstacle or potential obstacle to, or risk or potential source of delay in, the execution of the Separation Plan or the Joint Implementation Committee otherwise deems such action appropriate. For the avoidance of doubt, in respect of any proposal delivered after finalisation of the ***, the Joint Implementation Committee may (without limitation) consider any reputational and operational implications for the parties arising in respect of such proposal.  Any solution recommended by the Joint Implementation Committee will be in the best interests of the transaction and will, so far as possible, be implemented in such a manner that the impact on both parties is *** (as further set out in paragraph 4.4.1 above). To the extent that an *** solution cannot be provided, the parties shall, through the Joint Implementation Committee, seek, in good faith, a solution which is agreeable to both parties.


 





	
5.4  

	
The recommendation of the Joint Implementation Committee in relation to the matters set out in this paragraph 5 will be subject to the final approval of both parties, provided that the parties shall act in accordance with the recommendation of the Joint Implementation Committee unless it is not reasonable to do so.







 



	
6  

	
Pre-Closing servicing of Business ATMs







 



	
6.1  

	
The parties agree and acknowledge that there is a requirement for the Purchaser to assume the servicing of the Business ATMs for a period prior to the Relevant Closing, and including, in certain circumstances, the replacement of certain Business ATMs, to ensure the smooth transition of the Business ATMs and related services to the Purchaser’s systems at  each Relevant Closing. It is currently envisaged at the date of this Agreement that the period of such servicing will commence approximately six to eight weeks prior to the NatWest Closing.







 



	
6.2  

	
Notwithstanding the terms agreed by the Joint Implementation Committee in respect of ATMs pursuant to paragraph 6.1, legal ownership of the Business ATMs will only transfer at the Relevant Closing in accordance with the terms of this Agreement.







 



	
6.3  

	
Appropriate amendments to the Closing Statements will be made to reflect any servicing, including cash management by the Purchaser, prior to the Relevant Closing, such that the outcome of the servicing arrangement is economically neutral between the parties.







 



	
7  

	
Pre-Closing Training







 



	
7.1  

	
The parties agree and acknowledge that the Purchaser will need to have reasonable access to the Relevant Employees (and to the extent reasonably necessary, employees who will be providing Transitional Services under the Transitional Services Agreement) in the period prior to the Relevant Closing in order to allow those employees to undertake training in relation to the Purchaser’s systems, processes, policies and procedures.







 



	
7.2  

	
The Joint Implementation Committee shall discuss and agree an appropriate training schedule (including estimated costs to be incurred by the RBSG Group in connection with such training) for such purposes in accordance with the Separation Plan, it being







 







*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 






  





58











  






 



acknowledged that such access shall not cause any material interruption to the operation of the Businesses.


 





	
8  

	
Payments and other Coexistence Arrangements







 


Payment Co-existence Agreement


 



	
8.1  

	
The parties agree and acknowledge that on and from the first Model Office Transfer there will be a requirement for payments co-existence arrangements to be put in place between the Business Sellers and the Purchaser and that the parties shall enter into an agreement governing these arrangements prior to the first Model Office Transfer (the “Payments Co-Existence Agreement”).







 



	
8.2  

	
The terms of the Payments Co-Existence Agreement shall be agreed by the parties acting reasonably, in good faith, and shall include appropriate matching cross-indemnities addressing (i) any failure by a member of the Purchaser Group to reimburse a payment properly made by a Business Seller or made in accordance with the instructions of the Purchaser or any member of the Purchaser’s Group pursuant to the Payments Co-Existence Agreement; and (ii) a failure by a member of the RBSG Group to make any payment required under the Payments Co-Existence Agreement  (for the avoidance of doubt, such indemnities will not apply where the loss arises as a result of, or in connection with, any fraud, wilful misconduct, negligence by the party that would otherwise have the benefit of such indemnity).







 


Other co-existence arrangements


 



	
8.3  

	
Without prejudice to any other provisions of this Agreement but subject to paragraph 8.7 below, the Business Sellers and the Purchaser agree that, with effect from each Relevant Closing, at the reasonable request of the Purchaser, the Business Sellers shall provide to the Purchaser such historic data or documents relating to Customers as is reasonably required by the Purchaser for the operation of the Business in the ordinary course of business (including account or interest statements requested by a Customer that relate to a period prior to the Relevant Closing), provided that such data is under the control of, or otherwise obtainable by, the Business Sellers and either (a) has not been made available or provided by the Business Sellers to the Purchaser prior to the date of such request; or (b) has been so made available or provided by the Business Sellers to the Purchaser but not in a form that can be used by the Purchaser for the purpose in question (for example, historic account or interest statements requested by a Customer that need to be recalculated or reconstituted before they can be provided to a Customer).







 



	
8.4  

	
The parties further agree and acknowledge that, on and from each Relevant Closing, there will be a requirement for certain other mutual co-existence arrangements between the Business Sellers and the Purchaser relating to certain customer matters and arising in the ordinary course of business, which may include arrangements such as dealing with questions and queries from customers arising in the ordinary course of business in respect of the following: closed accounts, dormant accounts, customer complaints, the FSCS, historical paper records, electronic data, uncashed cheques, DDI indemnities, historical credit, charge and debit card disputes, the unclaimed assets fund and certificates of interest.







 



	
8.5  

	
Subject to paragraph 8.6, the co-existence services referred to in paragraphs 8.3 and 8.4 above shall be provided at no charge to the recipient thereof for a period of seven years from the date of the Relevant Closing, and thereafter at the provider’s reasonable internal







 




  





59











  






 



cost (including any necessary direct third party costs incurred), without mark-up, of the production of such data or the provision of such service.


 





	
8.6  

	
If the Purchaser requests that the Business Sellers provide any historic data or documents in relation to a Customer pursuant to paragraph 8.3 or 8.4 which has already been made available or provided to the Purchaser prior to the date of such request in a form that can be used (without amendment, recalculation or reconstitution) by the Purchaser for the purpose in question (or has been offered to be made so available and such offer has been declined by the Purchaser), such data or documents shall be provided by the Business Sellers to the Purchaser at a cost to be determined prior to the NatWest Closing by the parties (through the Joint Implementation Committee), each acting reasonably and in good faith.







 



	
8.7  

	
Prior to each Relevant Closing, the Business Sellers shall provide to the Purchaser details of a telephone number and an address to which a Customer may be directed after the Relevant Closing in the event that a Customer requests any copies of historic Customer Records which include a Business Seller’s branding.  Following each Relevant Closing, the Purchaser shall direct Customers to the relevant Business Seller in accordance therewith and such Business Seller shall provide such copies direct to the Customer in accordance with the relevant Business Seller’s service levels applicable to the Excluded Business and subject to the Customer paying to the relevant Business Seller such charges (if any) in respect thereof which are consistent with the charges applicable to the Excluded Business of such Business Seller from time to time, provided that such charges are in any case no greater than the charges applied by the relevant Business Seller to analogous requests immediately prior to the Relevant Closing.







 



	
8.8  

	
The parties agree to provide such co-existence arrangements as are referred to in paragraphs 8.3 and 8.4 above to each other with effect from each Relevant Closing in a manner consistent with existing service levels of the relevant provider’s group as at the date of this Agreement in respect of the provision of analogous data to customers and shall, acting reasonably and in good faith, discuss the detail of and enter into an appropriate agreement governing, such arrangements prior to the NatWest Closing.







 



	
8.9  

	
For the avoidance of doubt:







 



	 	
8.9.1  

	
no party shall be required pursuant to paragraph 8.5 to provide to the other without charge any:







 



	 	
(i)  

	
document in paper form which has previously been made available or provided to the requesting party in the form of an electronic facsimile image file (or has been offered to be made so available and such offer has been declined by the requesting party); or







 



	 	
(ii)  

	
document in electronic form which has previously been made available or provided to the requesting party in paper form (or has been offered to be made so available and such offer has been declined by the requesting party); and







 



	 	
8.9.2  

	
the party providing any information reasonably requested by the other pursuant to the co-existence arrangements referred to in paragraphs 8.3 and 8.4 need not provide without charge more than one copy of the same, identical document,







 




  





60











  




 




in each case provided that the recipient thereof is equally able to print from such electronic facsimile image file or produce a photocopy of the same and such print-out or photocopy (as the case may be) is satisfactory for the purposes for which that document is required.


 



	
8.10  

	
If the parties shall, following the date of this Agreement, identify and agree any other co-existence services arrangements not related to those referred to in paragraphs 8.3 and 8.4 above, then as part of discussing such arrangements as set out in paragraph 8.8 above, the parties shall also, acting reasonably and in good faith, discuss whether any charges are to be payable in respect of such arrangements and, if so, the quantum of such charges.







 



	
9  

	
Closing arrangements and goodbye/welcome statements







 



	
9.1  

	
The parties acknowledge that, depending on the Relevant Closing Date, there may be a period following Data Migration during which the final interest on Products is calculated by the relevant Business Seller.







 



	
9.2  

	
The parties agree that, if the final interest on Customer Products is paid by a Business Seller where such payment is an Assumed Liability (and vice versa), there shall be a balancing payment made between the parties with the aim of ensuring that the financial impact of the payment of any such interest by the relevant party is economically neutral for the parties.







 



	
9.3  

	
The Joint Implementation Committee will agree the details of such closing arrangements, interest and balancing payments and agree the details of any necessary communications to Customers.







 



	
10  

	
Product / Business ***







 



	
10.1  

	
The parties agree and acknowledge that *** to Products (including the ***), IT Systems and functionality and other processes relevant to the Businesses in the period prior to the Closings *** on the *** of the Separation Plan and that it is therefore in the interests of both parties and the transaction contemplated by this Agreement to ***.







 



	
10.2  

	
Without limiting Clause 5, the Business Sellers agree that, subject to Law and Regulation, they shall (i) use all reasonable endeavours *** or in respect of the Businesses in the *** period immediately prior to the NatWest Closing Date until the RBS England Closing Date; and (ii) where any *** is required by Law and Regulation, seek to implement such *** in a way that minimises the impact of that change on the Separation Plan.







 



	
10.3  

	
If *** of the Business Sellers prior to the Closings in respect of the *** which will affect or otherwise impact, in each case materially and adversely (or otherwise as agreed by the JIC), on the Separation Plan, then the relevant Business Seller shall, subject always to Law and Regulation, use all reasonable endeavours to notify the Purchaser through the Clean Team as soon as reasonably practicable prior to implementing such action. As soon as reasonably practicable following notification by the relevant Business Seller to the Purchaser of the proposed action, members of the Joint Implementation Committee shall discuss the proposed action and its impact on the Separation Plan in accordance with the Clean Team procedure, and shall propose a solution that is in the best interests of the parties to this Agreement which may include recommending that the action proposed by







 







*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 






  





61











  






 



the relevant Business Seller, to the extent reasonably practicable and ***, be implemented in respect of the *** only and not to the Businesses or any one of them, subject always to Law and Regulations and to any requirements or recommendations of the Monitoring Trustee.


 





	
11  

	
In-Flight Products







 



	
11.1  

	
The parties acknowledge that there may be instances where a Product has been offered to a Customer prior to the Relevant Closing, but is only finalised following the Relevant Closing (“In-Flight Products”).







 



	
11.2  

	
The parties acknowledge that In-Flight Products may not be able to transfer onto the Purchaser’s systems and therefore agree that the Joint Implementation Committee will discuss and agree an appropriate mechanism for the transfer of such In-Flight Products.







 



	
11.3  

	
The Business Sellers will, in the 3 months prior to the Relevant Closing, operate the Businesses such as to seek to minimise the incidences of In-Flight Products at Closing to the fullest extent possible.







 



	
12  

	
Employee Journey







 



	
12.1  

	
The parties agree and acknowledge that the “employee journey” for the Relevant Employees is an important part of the transaction that is the subject of this Agreement.  Accordingly, the parties have agreed the following in respect of the “employee journey”.







 


***


 



	
13  

	
Mortgage Manager Platform







 


The Business Sellers shall, as soon as reasonably practicable following the date of this Agreement, provide to the Joint Implementation Committee details of the Relevant Mortgage Manager Platform Mortgages.  The Joint Implementation Committee shall, as soon as reasonably practicable thereafter, consider the Relevant Mortgage Manager Platform Mortgages and determine whether such mortgages should be included in the transaction contemplated by this Agreement, all in a manner, and applying the principles, consistent with those set out in paragraph 4.3 above.  For the avoidance of doubt, any such Relevant Mortgage Manager Platform Mortgages that are so included in the scope of the transaction contemplated by this Agreement as a result of such determination by the Joint Implementation Committee shall be treated in the same way as credit cards and charge cards as described in paragraph 4.4.2 above.


 






*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.




 




  





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Schedule 24


Joint Business Committee


 







It is the intention of the parties that the Business Committee be rejuvenated as a Joint Business Committee (“JBC”) with a new delegated governance scheme.


 


Accordingly, the parties have agreed to confirm:








	 	
1.  

	
A delegated authority for the JBC and JBC governance;







 



	 	
2.  

	
The information to be provided to the JBC; and







 



	 	
3.  

	
The actions to be implemented in terms of up-grading the JBC.







 



	
1  

	
JBC Proposed Terms of Reference for Execution Phase







 



	 	
·  

	
Joint approval of the business elements of Separation to be delivered (the “Business Separation Deliverables”).







 



	 	
·  

	
The Business Separation Deliverables will entail: (i) monitoring the financial and operating performance of the Businesses via the information provided in accordance with paragraph 2 below; (ii) ensuring a smooth transition of the Businesses to the Purchaser in accordance with the terms of this Agreement; and (iii) overseeing the business elements of the transaction required for the Scheme.







 



	 	
·  

	
Assignment of the resources required in both organisations so that the JBC mandate for the Business Separation Deliverables is executed.







 



	 	
·  

	
Monitoring the progress of execution of the Business Separation Deliverables.







 



	 	
·  

	
Assignment of actions to address issues or problems in relation to achieving the Business Separation Deliverables.







 



	 	
·  

	
Save in respect of approaches to third parties in connection with the Transitional Services Agreement and which are addressed in Schedule 8, authority to engage with any third party to resolve quickly any implementation issues or discrepancies that may arise in the course of the key business elements of the Separation Plan. Any of these engagements will be jointly agreed and the cost shared between the two organisations.







 



	 	
·  

	
Each party to be responsible for: (a) completing the tasks ascribed to it in terms of the Business Separation Deliverables, (b) managing its own internal approval processes, (c) completing its own internal control processes, (d) the communication/explanation of JBC decisions to JIC and relevant stakeholders, (e) the communication to JBC of any potential internal decisions that may impact the successful execution of migration of the Businesses from a business and change management point of view.







 


The parties acknowledge that the Business Separation Deliverables complement and support the Separation Plan and that any amendments proposed to be made to the Separation Plan following the consideration and agreement of the JBC, should be referred to the JIC for the JIC’s approval.


 




  





63











  






 



	
2  

	
Information to be provided to the JBC







 



	
2.1  

	
The Business Sellers will continue to provide to the JBC the information provided at the date of this Agreement to the Business Committee under Part A of Schedule 18 and in accordance with the provisions of Clause 5.5 of the SPA.  Without limiting the foregoing, from the date of this Agreement, they will provide information in accordance with paragraph 2.2 and act in accordance with paragraph 2.3.







 



	
2.2  

	
In order to monitor closely the Businesses and to familiarise the JBC with the Businesses from a change management perspective, the Business Sellers shall provide the JBC with a monthly business review of each of the key segments of the Businesses for SME/Mid-Corporate and Retail, including performance, trends and key risk and people metrics. The Business Sellers and the Purchaser will work together to develop the relevant KPIs taking into account the Separation Plan. It is agreed that from the date of this Agreement the Purchaser will provide the JBC with the information specified in Parts B to F of Schedule 18 in accordance with Clause 5.5.







 



	
2.3  

	
In order to enable the Purchaser to monitor the Businesses the Purchaser may, from time to time, request such additional information relating to the Businesses as is reasonable in the circumstances, in accordance with Clause 5.5.7, it being acknowledged by the parties that the provision of such information shall be subject always to Clause 5.5.8.







 


The parties shall actively work together to find solutions that may be required in respect of the provision of such information, with the principle aim of both parties being to ensure that the JBC can operate effectively, in line with this new delegated governance scheme, joint process and working environment.


 


To the extent that any information requested by the Purchaser in accordance with Clause 5.5.7 is considered by the Business Sellers in good faith to constitute commercially sensitive information, then to the extent such information is provided to the Purchaser, the parties agree to collaborate closely to ensure that such information is not provided to the JBC, but instead is provided to the Clean Team solely for the purpose of monitoring the Businesses, but for no other purpose, subject to the provision of a Clean Team Confirmation by the Purchaser.


 



	
2.4  

	
The Purchaser acknowledges and agrees that, immediately following the RBS England Closing, it shall return or destroy all originals and copies of documents to the extent of any information relating to the business to be retained by the RBSG Group, and use reasonable endeavours to permanently erase from any computer or other device any document or data containing such information, and provide confirmation to the Business Sellers once this has been completed.







 



	
3  

	
Actions to be implemented in terms of up-grading the JBC







 


It is proposed that the JBC upgrade its current working dynamics by jointly:


 



	 	
·  

	
Defining a new JBC agenda that allows a closer weekly and monthly business review by segments to include performance, trends and key risk and people metrics, in accordance with the principles set out in paragraph 2 of this Schedule 24.







 




  





64











  




 





	 	
·  

	
Working together to ensure a monthly review of the Business Separation Deliverables and taking the appropriate business actions to ensure a successful migration.







 



	 	
·  

	
In accordance with the provisions of Clauses 4.4 and 5.1.3(vi) of this Agreement, consulting closely on employee and Customer communications linked to the migration and in line with the Separation Plan.







 



	 	
·  

	
Analysing and implementing the business elements needed for the Scheme.







 



	 	
·  

	
In accordance with the principles set out in paragraph 2 of this Schedule 24, working together to ensure the provision of information referred to in paragraph 2.







 



	 	
·  

	
Subject to the requirements of Law and Regulations, implementing close consultation on such management approaches within the Businesses as will ensure a smooth transition of the Businesses to the Purchaser.  By way of illustration only, some examples of management approaches are: objectives and incentives systems, sales systematic methodologies, Monitoring of Early Warning Cases in terms of risk management, Human Resources processes, Channel Control/Governance frameworks, etc.







 



	 	
·  

	
Consulting closely in terms of key people/management changes ahead of migration.







 




  





65











  






 


Schedule 25


 


***


 




 


 









*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





66











  




 




Schedule 26


 


***


 







 

















*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





67











  




 






Table of Contents


 




	
Contents

	
Page


	
Schedule 1 ***

	
1


	
Schedule 2 ***

	
2


	
Schedule 3 ***

	
3


	
Schedule 4 Intellectual Property Part 1

	
4


	
Schedule 4 Intellectual Property Part 2 Other IP Provisions

	
5


	
Schedule 4 Part 3 ***

	
6


	
Schedule 1 NatWest Trade Marks

	
7


	
Schedule 4 Part 4 ***

	
8





	
Schedule 5 Contracts Part 1 ***

	
11


	
Schedule 5 Contracts Part 2 Shared Collateral

	
12


	
Schedule 5 Contracts Part 3

	
14


	
Schedule 6 Employees

	
16


	
Schedule 7 Pensions

	
24


	
Schedule 8 Part A Transitional Services

	
25





 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





68










 



  








	
Schedule 8 Part B Non-TSA Principles / Additional TSA Principles

	
27


	
Schedule 8 Part B Annex 1:***

	
33


	
Schedule 8 Part B Annex 2:***

	
34


	
Schedule 8 Part B Annex 3 ***

	
35


	
Schedule 9 ***

	
36


	
Schedule 10 VAT and Other Tax Matters

	
37


	
Schedule 11 Closing Obligations

	
41


	
Schedule 12 ***

	
44


	
Schedule 13 ***

	
45


	
Schedule 14 ***

	
46


	
Schedule 15 ***

	
47


	
Schedule 16 ***

	
48


	
Schedule 17 ***

	
49


	
Schedule 18 ***

	
50


	
Schedule 19 ***

	
51





 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.


 




  





69











  




 







	
Schedule 20 ***

	
52


	
Schedule 21 ***

	
53


	
Schedule 22 ***

	
54


	
Schedule 23 Part A Joint Implementation Committee Governance

	
55


	
Schedule 23 Part B Certain Separation Matters

	
56


	
Schedule 24 Joint Business Committee

	
63







 












*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.








 




  





70